Sponsor linked to Cohen & Company Inc. (COHN) buys 265,000 Columbus Circle shares

Rhea-AI Filing Summary

Columbus Circle Capital Corp II reported that Columbus Circle 2 Sponsor Corporation LLC acquired 265,000 Class A ordinary shares on February 12, 2026. The transaction was coded as an open-market or private purchase at a price of $10.0000 per share, leaving 265,000 shares owned following the transaction.

The shares represent units, with each unit consisting of one Class A ordinary share and one-third of one warrant, with each whole warrant exercisable for one Class A ordinary share. The units were acquired under a Private Placement Units Purchase Agreement between the Sponsor and the issuer.

Cohen & Company, LLC, as managing member of the Sponsor, holds voting and investment discretion over these securities, and Cohen & Company Inc. controls the Sponsor through subsidiaries. Both Cohen entities disclaim beneficial ownership beyond any pecuniary interest. The disclosure notes an additional 7,666,667 Class B ordinary shares that are separate from this transaction and are expected to convert into Class A ordinary shares in connection with the issuer's initial business combination.

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

OMB APPROVAL

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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^*

COLUMBUS CIRCLE 2 SPONSOR Corp LLC

(Last) (First) (Middle)

3 COLUMBUS CIRCLE, 24TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Columbus Circle Capital Corp II [ CMIIU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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

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

	Form filed by One Reporting Person
X	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
Class A ordinary shares	02/12/2026		P		265,000(1)	A	$10	265,000(2)	D(2)

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

1. Name and Address of Reporting Person^*

COLUMBUS CIRCLE 2 SPONSOR Corp LLC

(Last) (First) (Middle)

3 COLUMBUS CIRCLE, 24TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cohen & Company, LLC

(Last) (First) (Middle)

3 COLUMBUS CIRCLE, 24TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cohen & Co Inc.

(Last) (First) (Middle)

3 COLUMBUS CIRCLE, 24TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares underlying units (each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Columbus Circle 2 Sponsor Corporation LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Columbus Circle Capital Corp II (the "Issuer"). Does not include 7,666,667 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-292861).

2. Cohen & Company, LLC ("Cohen LLC"), the managing member of Columbus Circle 2 Sponsor Corporation LLC (the "Sponsor") holds voting and investment discretion with respect to the securities held of record by the Sponsor. Cohen & Company Inc. ("Cohen") controls, through subsidiaries, the Sponsor. Each of Cohen and Cohen LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.

	/s/ Cohen & Company, LLC, as managing member of Columbus Circle 2 Sponsor Corporation LLC by Dennis Crilly, an authorized signatory	02/17/2026
	/s/ Cohen & Company Inc., as a controlling entity of Cohen & Company, LLC by Dennis Crilly, an authorized signatory	02/17/2026
	/s/ Cohen & Company Inc. by Dennis Crilly, an authorized signatory	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Cohen & Company Inc. (COHN) report for Columbus Circle Capital Corp II?

Cohen-related entities reported a purchase of 265,000 Class A ordinary shares of Columbus Circle Capital Corp II at $10.0000 per share. The shares are underlying private placement units directly held by Columbus Circle 2 Sponsor Corporation LLC, a ten-percent owner of the issuer.

Who actually holds the 265,000 Columbus Circle Capital Corp II shares linked to COHN?

The 265,000 Class A ordinary shares are held of record by Columbus Circle 2 Sponsor Corporation LLC. Cohen & Company, LLC has voting and investment discretion, while Cohen & Company Inc. controls the Sponsor through subsidiaries and both entities disclaim beneficial ownership beyond any pecuniary interest.

What did Columbus Circle 2 Sponsor Corporation LLC buy in the reported COHN-related Form 4?

The Sponsor acquired 265,000 units consisting of Class A ordinary shares and one-third of one warrant per unit. Each whole warrant is exercisable to purchase one additional Class A ordinary share, and the units were purchased under a Private Placement Units Purchase Agreement with the issuer.

How many shares does the Columbus Circle 2 Sponsor hold after the COHN-related transaction?

Following the transaction, Columbus Circle 2 Sponsor Corporation LLC is shown as holding 265,000 Class A ordinary shares of Columbus Circle Capital Corp II. This figure reflects the shares underlying the privately placed units acquired in the reported purchase.

What additional share class is mentioned in the COHN-related Columbus Circle Capital Corp II filing?

The filing notes 7,666,667 Class B ordinary shares that are not part of the reported purchase. These Class B shares are expected to convert into Class A ordinary shares on a one-for-one basis at the issuer’s initial business combination or earlier at the holder’s option, subject to adjustments.

Do Cohen & Company entities claim full beneficial ownership of the Columbus Circle Capital Corp II shares?

Cohen & Company, LLC and Cohen & Company Inc. disclaim beneficial ownership of the securities held by Columbus Circle 2 Sponsor Corporation LLC. They state that any beneficial ownership is limited to the extent of any pecuniary interest they may have, directly or indirectly, in those securities.