Executive Chairman of Cohen & Co (NASDAQ: COHN) granted 2.89M LTIP units

Rhea-AI Filing Summary

Cohen & Co Inc. Executive Chairman and 10% owner Daniel G. Cohen reported an equity compensation award. He was granted 2,888,000 Cohen & Company, LLC LTIP Units under the 2020 Long-Term Incentive Plan. These LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes.

Half of the LTIP Units vest on the third anniversary of the grant date and the remaining half on the sixth anniversary, in each case conditioned on his continued service. After restrictions lapse, he may convert LTIP Units into Operating LLC Units one-for-one and may then cause a redemption for either cash or, at the company’s option, one share of Cohen & Co common stock for every ten Units. As of this filing, he also directly holds 52,757 common shares and indirectly 80,000 common shares through the EBC 2013 Family Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

COHEN DANIEL G

(Last) (First) (Middle)

C/O COHEN & CO INC.,

2929 ARCH STREET, 17TH FLOOR

(Street)

PHILADELPHIA PA 19104-2870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cohen & Co Inc. [ COHN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								52,757	D
Common Stock, par value $0.01 per share								80,000	I	By EBC 2013 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cohen & Company, LLC LTIP Units	(1)(2)	03/06/2026		A		2,888,000		(1)(2)	(1)(2)	Common Stock, par value $0.01 per share	288,800(1)(2)	$0.00	2,888,000	D

Explanation of Responses:

1. Mr. Cohen was awarded 2,888,000 restricted membership units, designated as LTIP Units ("LTIP Units"), in Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), under the Company's 2020 Long-Term Incentive Plan, as amended (the "Plan"). The LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes. The LTIP Units are scheduled to vest as follows: 50% of the LTIP Units will vest on the third anniversary of the date the LTIP Units were granted and the remaining 50% of the LTIP Units will vest on the sixth anniversary of the date the LTIP Units were granted, in each case, subject to Mr. Cohen's continued service on the vesting date.

2. Following the expiration of the restrictions on the applicable LTIP Units, Mr. Cohen may, subject to the terms and conditions of the Plan and the Operating LLC's limited liability company agreement, convert the LTIP Units into units of membership of the Operating LLC ("Units") on a one-for-one basis. Upon Mr. Cohen's conversion (if any) of LTIP Units into Units, Mr. Cohen may cause the Operating LLC to redeem such Units at any time thereafter for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units.

	/s/ Joseph W. Pooler, Jr., as attorney-in-fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did COHN report for Daniel G. Cohen?

Cohen & Co Inc. reported that Executive Chairman Daniel G. Cohen received an award of 2,888,000 Cohen & Company, LLC LTIP Units. The grant is equity compensation under the 2020 Long-Term Incentive Plan and is structured as profits interests for U.S. federal income tax purposes.

How do Daniel G. Cohen’s 2,888,000 LTIP Units in COHN vest?

The 2,888,000 LTIP Units granted to Daniel G. Cohen vest in two tranches. Fifty percent vest on the third anniversary of the grant date and the remaining fifty percent on the sixth anniversary, in each case subject to his continued service through the applicable vesting date.

Can Daniel G. Cohen’s COHN LTIP Units be converted into common stock?

After restrictions expire, Daniel G. Cohen may convert each LTIP Unit into one Operating LLC Unit, then request redemption. The company can redeem each Unit for cash or for one share of Cohen & Co common stock for every ten Units, at the company’s option.

What COHN common stock does Daniel G. Cohen hold after this Form 4?

Following this filing, Daniel G. Cohen directly holds 52,757 shares of Cohen & Co Inc. common stock. He also has indirect beneficial ownership of 80,000 additional common shares held by the EBC 2013 Family Trust, as disclosed in the ownership footnote.

What plan governs Daniel G. Cohen’s LTIP Unit grant at COHN?

The LTIP Unit grant to Daniel G. Cohen was made under Cohen & Co Inc.’s 2020 Long-Term Incentive Plan, as amended. The plan governs vesting, conversion, and redemption mechanics for the LTIP Units awarded through the company’s Operating LLC subsidiary.

What is the economic structure of COHN’s LTIP Units granted to Daniel G. Cohen?

The LTIP Units are designed as profits interests in the Operating LLC. Once vested and converted into Units, they can be redeemed for either cash or shares, with each Unit redeemable for one share of COHN common stock for every ten Units, at the company’s election.