Cohen & Co (COHN) chair redeems 463,915 LLC membership units

Rhea-AI Filing Summary

Cohen & Co Inc. insider Daniel G. Cohen, the Executive Chairman, director and 10% owner, redeemed 463,915 Cohen & Company, LLC membership units on February 3, 2026 for $905,098.17, or $1.951 per unit. The filing explains this cash was used to cover tax liabilities tied to the vesting on January 31, 2026 of 1,011,001 restricted units granted under the company’s 2020 Long-Term Incentive Plan. After the transaction, he beneficially owned 22,261,907 membership units, 52,757 shares of Cohen & Co Inc. common stock directly, and 80,000 shares indirectly through the EBC 2013 Family Trust. Under the operating agreement, each unit is redeemable at the company’s option for cash or one share of common stock for every ten units.

Insights

Equity analyst

Tax-driven redemption of LLC units by key insider appears routine.

The reporting person, Executive Chairman Daniel G. Cohen, redeemed 463,915 membership units of Cohen & Company, LLC for $905,098.17, or $1.951 per unit. The stated purpose was to fund tax liabilities from vesting of 1,011,001 restricted units under the 2020 long-term incentive plan.

This is characterized as a redemption right under the operating agreement, where each unit can be exchanged at the company’s option for cash or one share of common stock for every ten units. The filing also lists ongoing holdings, including 22,261,907 membership units and direct and indirect common stock positions.

The activity is framed as compensation- and tax-related rather than a discretionary reduction in exposure. Subsequent company filings may provide additional context on future unit redemptions or equity settlements under this incentive structure.

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

OMB Number:			3235-0287
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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, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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 Membership Units	(1)	02/03/2026		M			463,915	(1)	(1)	Common Stock, par value $0.01 per share	46,391(1)	$1.951	22,261,907	D

Explanation of Responses:

1. Mr. Cohen redeemed 463,915 membership units (the "Units") of Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), for an aggregate of $905,098.17, or $1.951 per Unit, in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting, on January 31, 2026, of 1,011,001 restricted Units granted to Mr. Cohen under the Company's 2020 Long-Term Incentive Plan, as amended. In accordance with the Operating LLC's Amended and Restated Limited Liability Company Agreement, as amended, Mr. Cohen had the right to redeem the Units at any time 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	02/05/2026
	** 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 did Daniel G. Cohen do in this Form 4 for Cohen & Co Inc. (COHN)?

Daniel G. Cohen redeemed 463,915 Cohen & Company, LLC membership units for $905,098.17. The redemption price was $1.951 per unit and was used to fund tax liabilities arising from the vesting of restricted units granted under the company’s 2020 long-term incentive plan.

Why did Daniel G. Cohen redeem LLC membership units related to COHN?

The redemption was to fund tax liabilities from equity award vesting. The filing states Cohen used proceeds from redeeming 463,915 membership units to cover taxes tied to the January 31, 2026 vesting of 1,011,001 restricted units granted under Cohen & Co Inc.’s 2020 long-term incentive plan.

How much did Daniel G. Cohen receive from redeeming LLC units tied to COHN?

He received an aggregate of $905,098.17 from the redemption. This amount reflects 463,915 Cohen & Company, LLC membership units redeemed at $1.951 per unit, as disclosed in the explanation of responses section attached to the Form 4 insider transaction report.

What are Daniel G. Cohen’s reported holdings in Cohen & Co Inc. (COHN) after this transaction?

After the transaction, he beneficially owned multiple types of interests. The filing lists 22,261,907 Cohen & Company, LLC membership units, 52,757 shares of common stock held directly, and 80,000 shares of common stock held indirectly through the EBC 2013 Family Trust.

How can Cohen & Company, LLC membership units be settled under the COHN structure?

Each membership unit can be redeemed for cash or stock at the company’s option. The document states Cohen may redeem units for either cash or one share of Cohen & Co Inc. common stock for every ten units, under the operating LLC’s amended agreement.

What role does Daniel G. Cohen hold at Cohen & Co Inc. (COHN)?

He is the Executive Chairman, a director, and a 10% owner of COHN. The Form 4 identifies him as holding these positions, which makes his transactions subject to Section 16 reporting rules for insiders at Cohen & Co Inc.