Cohen & Company (COHN) grants CFO Pooler 15,500 restricted shares

Rhea-AI Filing Summary

Cohen & Company Inc. executive Joseph W. Pooler, Jr., who serves as EVP, CFO and Treasurer, reported an equity grant from the company. On December 19, 2025, he was awarded 15,500 restricted shares of common stock at a price of $0.00 per share under the company’s 2020 Long-Term Incentive Plan. Following this grant, he beneficially owns 82,942 shares of Cohen & Company common stock on a direct basis.

The restrictions on the 15,500 restricted shares are scheduled to lapse in equal installments over three years. One-third of the award will vest on January 31, 2027, another third on January 31, 2028, and the final third on January 31, 2029, aligning the executive’s compensation with longer-term company performance.

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^*

Pooler Joseph W. Jr.

(Last) (First) (Middle)

C/O COHEN & CO INC.,

2929 ARCH STREET, SUITE 1703

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		A		15,500(1)	A	$0.00	82,942	D

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

Explanation of Responses:

1. Mr. Pooler was awarded 15,500 restricted shares of common stock (the "Restricted Shares") of Cohen & Co Inc. (the "Company") under the Company's 2020 Long-Term Incentive Plan. The restrictions expire with respect to one-third of the Restricted Shares on each of January 31, 2027, January 31, 2028 and January 31, 2029.

	/s/ Joseph W. Pooler, Jr.	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Cohen & Company Inc. (COHN) report for Joseph W. Pooler, Jr.?

Cohen & Company Inc. reported that its EVP, CFO and Treasurer, Joseph W. Pooler, Jr., received an award of 15,500 restricted shares of common stock on December 19, 2025 under the company’s 2020 Long-Term Incentive Plan.

At what price were the 15,500 Cohen & Company (COHN) restricted shares awarded to the CFO?

The 15,500 restricted shares of Cohen & Company common stock granted to Joseph W. Pooler, Jr. were reported at a price of $0.00 per share, reflecting a compensatory equity award rather than an open-market purchase.

How do the newly granted restricted shares for COHN’s CFO vest over time?

The 15,500 restricted shares granted to the CFO vest in three equal installments. The restrictions expire with respect to one-third of the shares on each of January 31, 2027, January 31, 2028 and January 31, 2029.

How many Cohen & Company (COHN) shares does the CFO beneficially own after this transaction?

After the reported grant, Joseph W. Pooler, Jr. beneficially owns 82,942 shares of Cohen & Company common stock, held in direct ownership as disclosed in the filing.

What is the role of Joseph W. Pooler, Jr. at Cohen & Company Inc. (COHN)?

Joseph W. Pooler, Jr. is an officer of Cohen & Company Inc., serving as the company’s Executive Vice President, Chief Financial Officer and Treasurer, as indicated in the relationship section of the filing.

Under which plan were the restricted shares granted to Cohen & Company’s CFO?

The 15,500 restricted shares awarded to the CFO were granted under Cohen & Company Inc.’s 2020 Long-Term Incentive Plan, which governs the terms and vesting of the restricted stock award.