CEO of Cohen & Co (NASDAQ: COHN) receives 1.6M LTIP units award

Rhea-AI Filing Summary

Cohen & Co Inc. reported that Chief Executive Officer Lester Raymond Brafman received a grant of 1,605,000 Cohen & Company, LLC LTIP Units under the company’s 2020 Long-Term Incentive Plan. These LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes.

The award vests in five equal installments of 20% on each of the first through fifth anniversaries of the grant date, subject to his continued service. After restrictions lapse, each LTIP Unit may convert into one Operating LLC unit, which the LLC may redeem for cash or one share of common stock for every ten units.

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^*

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)
03/06/2026

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								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 LTIP Units	(1)(2)	03/06/2026		A		1,605,000		(1)(2)	(1)(2)	Common Stock, par value $0.01 per share	160,500(1)	$0.00	1,605,000	D

Explanation of Responses:

1. Mr. Brafman was awarded 1,605,000 restricted membership units, designated as LTIP Units ("LTIP 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 "Plan"). The LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes. The LTIP Units are scheduled to vest as follows: 20% of the LTIP Units will vest on each of the first, second, third, fourth and fifth anniversaries of the date the LTIP Units were granted, in each case, subject to Mr. Brafman's continued service on the vesting date.

2. Following the expiration of the restrictions on the applicable LTIP Units, Mr. Brafman may, subject to the terms and conditions of the Plan and the Operating LLC's limited liability company agreement, convert the LTIP Units into units of membership of the Operating LLC ("Units") on a one-for-one basis. Upon Mr. Brafman's conversion (if any) of LTIP Units into 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	03/06/2026
	** 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 insider transaction did Cohen & Co (COHN) disclose in this Form 4?

Cohen & Co disclosed that CEO Lester Raymond Brafman was granted 1,605,000 LTIP Units in Cohen & Company, LLC under the 2020 Long-Term Incentive Plan. The grant reflects equity-based compensation structured as profits interests with multi-year vesting tied to his continued service.

How do the 1,605,000 LTIP Units for Cohen & Co’s CEO vest over time?

The 1,605,000 LTIP Units granted to Cohen & Co’s CEO vest in five equal 20% tranches on each of the first, second, third, fourth, and fifth anniversaries of the grant date. Vesting on each date is conditioned on Mr. Brafman’s continued service with the company.

What can the Cohen & Co CEO do with vested LTIP Units from this award?

After restrictions expire, the CEO may convert vested LTIP Units into one Operating LLC unit each, subject to plan and LLC agreement terms. He can then have units redeemed for either cash or one share of Cohen & Co common stock for every ten units, at the company’s option.

How many Cohen & Co common shares does the CEO hold after this Form 4?

Following the reported transactions, Lester Raymond Brafman holds 315,702 shares of Cohen & Co common stock directly. This figure reflects his direct common stock ownership and is separate from the 1,605,000 LTIP Units granted as part of the long-term incentive compensation award.

Are the LTIP Units granted to Cohen & Co’s CEO traditional stock options?

The LTIP Units are not described as traditional stock options; they are restricted membership units intended to qualify as profits interests. They can later convert one-for-one into Operating LLC units, which may then be redeemed for cash or common stock, subject to governing agreements.