Cohen & Company (COHN) CAO has 3,252 shares withheld for tax obligations

Rhea-AI Filing Summary

Cohen & Company Inc. reported an internal share withholding transaction involving its Chief Accounting Officer, Douglas Listman. On February 3, 2026, the company withheld 3,252 shares of common stock at $18.69 per share to cover tax liabilities from a restricted stock vesting.

The withheld shares relate to the vesting, on January 31, 2026, of 6,667 shares of restricted stock previously granted under the company’s 2020 Long-Term Incentive Plan. After this tax withholding, Listman directly beneficially owns 28,934 shares of Cohen & Company common stock. The transaction is reported as a Form 4 code “F,” reflecting share withholding for taxes rather than an open-market trade.

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^*

Listman Douglas

(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 Accounting Officer

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	02/03/2026		F		3,252(1)	D	$18.69	28,934	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. Represents shares of common stock of Cohen & Company Inc. (the "Company") withheld by the Company to fund certain tax liabilities incurred by the reporting person in connection with the vesting, on January 31, 2026, of 6,667 shares of restricted stock granted to the reporting person by the Company pursuant to the Company's 2020 Long-Term Incentive Plan, as amended.

	/s/ Douglas Listman	02/05/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 (COHN) disclose for Douglas Listman?

Cohen & Company disclosed that Chief Accounting Officer Douglas Listman had 3,252 common shares withheld on February 3, 2026. These shares were retained by the company to cover tax liabilities from a recent restricted stock vesting, not sold in the open market.

Why were 3,252 COHN shares withheld from Douglas Listman?

The 3,252 shares were withheld to fund tax liabilities triggered by the vesting of restricted stock. On January 31, 2026, 6,667 restricted shares granted under Cohen & Company’s 2020 Long-Term Incentive Plan vested, creating a tax obligation settled via share withholding.

How many Cohen & Company (COHN) shares does Douglas Listman own after this Form 4 transaction?

Following the tax-related share withholding, Chief Accounting Officer Douglas Listman beneficially owns 28,934 shares of Cohen & Company common stock. This figure reflects his direct holdings after the company retained 3,252 shares to satisfy associated tax obligations from the restricted stock vesting.

What does transaction code “F” mean in the Cohen & Company (COHN) Form 4?

Transaction code “F” indicates shares withheld to pay taxes upon vesting of equity awards. In this case, Cohen & Company retained 3,252 shares from Douglas Listman at $18.69 per share to satisfy tax liabilities from a restricted stock vesting event.

What equity award event triggered the Form 4 filing for COHN’s Chief Accounting Officer?

The filing stems from the vesting of 6,667 restricted shares on January 31, 2026, granted under Cohen & Company’s 2020 Long-Term Incentive Plan. To cover resulting tax liabilities, the company withheld 3,252 of those shares, leading to the reported Form 4 transaction.