[Form 4] Cohen & Co Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cohen & Co Inc. executive Joseph W. Pooler Jr., EVP, CFO and Treasurer, was granted 160,000 Cohen & Company, LLC LTIP Units as a long-term equity award under the company’s 2020 Long-Term Incentive Plan. The LTIP Units were awarded at a price of $0.00 per unit.

The LTIP Units are restricted membership units intended to qualify as profits interests for U.S. federal income tax purposes. They are scheduled to vest in stages, with 20% of the units vesting on each of the first five anniversaries of the grant date, subject to Mr. Pooler’s continued service on each vesting date.

After restrictions on applicable LTIP Units lapse, Mr. Pooler may convert vested LTIP Units into membership units of Cohen & Company, LLC on a one-for-one basis, consistent with the plan and the LLC agreement. Following any such conversion, he may cause the LLC to redeem those units for either cash or, at the company’s option, one share of Cohen & Co Inc. common stock for every ten units. Separately, Mr. Pooler directly holds 75,891 shares of Cohen & Co Inc. common stock following the reported transactions.

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)
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								75,891	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		160,000		(1)(2)	(1)(2)	Common Stock, par value $0.01 per share	16,000(1)(2)	$0.00	160,000	D

Explanation of Responses:

1. Mr. Pooler was awarded 160,000 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. Pooler's continued service on the vesting date.

2. Following the expiration of the restrictions on the applicable LTIP Units, Mr. Pooler 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. Pooler's conversion (if any) of LTIP Units into Units, Mr. Pooler 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.	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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