Cohen & Co Inc. (COHN) CEO granted 211,000 LLC units with stock option

Rhea-AI Filing Summary

Cohen & Co Inc. reported an insider equity award for its Chief Executive Officer. On 12/19/2025, CEO Daniel Brafman received 211,000 restricted membership units in Cohen & Company, LLC under the company’s 2020 Long-Term Incentive Plan. These units vest in three equal installments on January 31, 2027, January 31, 2028 and January 31, 2029.

After each vesting date, Mr. Brafman may cause the LLC to redeem vested units for either cash or, at the company’s option, one share of common stock for every ten units. Following this award, he beneficially owns 315,702 shares of Cohen & Co Inc. common stock directly and 1,599,316 derivative securities linked to the company’s common stock.

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^*

Brafman Lester Raymond

(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)
	Chief Executive Officer

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								315,702	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
Cohen & Company, LLC Membership Units	(1)	12/19/2025		A		211,000		(1)	(1)	Common Stock, par value $0.01 per share	21,100(1)	$0.00	1,599,316	D

Explanation of Responses:

1. Mr. Brafman was awarded 211,000 restricted membership units ("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 restrictions expire with respect to one-third of the Units on each of January 31, 2027, January 31, 2028 and January 31, 2029. Following the expiration of the restrictions on the applicable Units, Mr. Brafman 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	12/19/2025
	** 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 Cohen & Co Inc. (COHN) disclose in this Form 4?

The filing reports that CEO Daniel Brafman received 211,000 restricted membership units in Cohen & Company, LLC, a subsidiary of Cohen & Co Inc., under the company’s 2020 Long-Term Incentive Plan.

How and when do Daniel Brafman’s new Cohen & Co Inc. (COHN) units vest?

The 211,000 units vest in three equal installments. Restrictions lapse on one-third of the units on each of January 31, 2027, January 31, 2028 and January 31, 2029.

How can the new Cohen & Company, LLC units be settled into COHN common stock?

After restrictions expire on a tranche of units, Mr. Brafman may cause the LLC to redeem those units for, at the company’s option, either cash or one share of Cohen & Co Inc. common stock for every ten units.

What is Daniel Brafman’s COHN common stock ownership after this transaction?

After the reported award, Mr. Brafman directly beneficially owns 315,702 shares of Cohen & Co Inc. common stock.

How many derivative securities linked to COHN does Daniel Brafman hold after this filing?

Following the award of restricted membership units, Mr. Brafman beneficially owns 1,599,316 derivative securities related to Cohen & Co Inc. common stock.

What long-term incentive plan is used for Daniel Brafman’s new equity award at COHN?

The 211,000 restricted membership units were granted under Cohen & Co Inc.’s 2020 Long-Term Incentive Plan, as amended.