Cohen & Co CEO Brafman resigns effective November 10

Available on EDGAR 11/12/2026 - 07:44 PM EST Accepted by SEC EDGAR 11/12/2026 - 07:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lester R. Brafman amended his ownership disclosure concerning Cohen & Co Inc. (COHN), reporting his resignation as chief executive officer effective at the close of business November 10, 2026; he served as a Senior Advisor through November 30. Brafman reported beneficial ownership of 315,702 common shares, or 9.38%, based on 3,366,686 shares outstanding as of November 10, 2026.

If effective, the Separation Agreement provides for accelerated vesting of 822,000 restricted membership units and 1,605,000 LTIP Units, which convert into 1,605,000 LLC Units. At Brafman's written request no later than November 30, 2026, the Operating LLC will repurchase 52% of the LLC Units. He may elect before March 31, 2027 to redeem the conversion units for cash or, at the company's option, shares; at least 37% will be redeemed for cash. Separately, 2,702,860 LLC membership units are excluded from his common-share total and redeemable for cash or, at the company's sole option, up to 270,286 common shares; he has no right to acquire common stock in respect of them. The agreement also provides a permanent proxy for the company to vote all LLC interests he holds or later acquires.

Filing Explained

The agreement is not yet effective: Brafman must avoid revoking it within seven days of signing, reaffirm it after his November 30, 2026 separation, and avoid revoking that reaffirmation; if reaffirmed on November 30, 2026, it would take effect on December 8, 2026.

Key Figures

Common shares beneficially owned: 315,702 shares Ownership percentage: 9.38% Common shares outstanding: 3,366,686 shares +5 more

8 metrics

Common shares beneficially owned 315,702 shares Lester R. Brafman's reported holdings

Ownership percentage 9.38% Based on 3,366,686 common shares outstanding as of November 10, 2026

Common shares outstanding 3,366,686 shares As of November 10, 2026

Restricted membership units 822,000 units Outstanding unvested units covered by the vesting-acceleration provision, subject to the Separation Agreement becoming effective

LTIP Units 1,605,000 units Outstanding unvested units covered by the vesting-acceleration and conversion provisions, subject to the Separation Agreement becoming effective

LLC Unit repurchase 52% Of the LLC Units, at Brafman's written request no later than November 30, 2026

Common shares issuable on redemption Up to 270,286 shares At the company's sole option upon redemption of the membership units

Minimum cash redemption At least 37% Of redeemed Conversion LLC Units, if Brafman elects redemption

Key Terms

restricted membership units, LTIP Units, irrevocable proxy, redemption, +1 more

5 terms

restricted membership units technical

"outstanding unvested restricted membership units in the Operating LLC"

LTIP Units financial

"outstanding unvested LTIP Units in the Operating LLC"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

irrevocable proxy regulatory

"an irrevocable proxy, coupled with an interest"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

redemption financial

"redeemable at any time by the Reporting Person for cash"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

beneficial owner regulatory

"is not the beneficial owner thereof"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What conditions apply to the Cohen & Co (COHN) separation agreement taking effect?

The agreement becomes effective only if Brafman does not revoke it within seven days after signing, reaffirms it after the November 30, 2026 Separation Date, and does not revoke that reaffirmation within seven days. It takes effect on the eighth day after reaffirmation; the stated date would be December 8, 2026 if he reaffirms on November 30.

What does the proxy in Brafman's Cohen & Co (COHN) separation agreement cover?

The agreement provides for an irrevocable proxy, coupled with an interest, over all Operating LLC membership interests Brafman holds or later acquires. It covers all matters on which those interests may vote and is permanent and perpetual.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Cohen & Co Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

19249M102

(CUSIP Number)

Lester R. Brafman
c/o Jeffrey Laska, Esq., Morrison, Cohen LLP, 909 Third Avenue, 27th Floor
New York, NY, 10022-4784
(212) 735-8600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 19249M102

1

Name of reporting person

Brafman Lester Raymond

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 315,702.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 315,702.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

315,702.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.38 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, PAR VALUE $0.01 PER SHARE
(b)	Name of Issuer: Cohen & Co Inc.
(c)	Address of Issuer's Principal Executive Offices: CIRA CENTRE, 2929 ARCH STREET, 17TH FLOOR, PHILADELPHIA, PENNSYLVANIA , 19104-2870.
Item 1 Comment: This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") is filed to amend Items 2, 4, 5, 6 and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 16, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 3, 2021; as amended by Amendment No. 2 to Schedule 13D filed with the SEC on December 5, 2022; as amended by Amendment No. 3 to Schedule 13D filed with the SEC on December 4, 2023; as amended by Amendment No. 4 to Schedule 13D filed with the SEC on December 2, 2024; and as amended by Amendment No. 5 to Schedule 13D filed with the SEC on December 2, 2025 (as so amended, the "Schedule 13D"). The Schedule 13D relates to the common stock, par value $0.01 per share ("Common Stock"), of Cohen & Company Inc., a Maryland corporation (the "Company"). Except as set forth herein, the Schedule 13D is unmodified.
Item 2.	Identity and Background
(b)	The business address of Lester R. Brafman (the "Reporting Person") is c/o Morrison Cohen LLP, 909 Third Avenue, 27th Floor, New York, New York 10022-4784.
(c)	Until the close of business on November 10, 2026, the Reporting Person served as Chief Executive Officer of the Company. From November 10, 2026 through November 30, 2026, the Reporting Person is serving as a Senior Advisor to the Company, whose principal business address is Cira Centre, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104-2870.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: On November 9, 2026, the Reporting Person notified the Company of his resignation as Chief Executive Officer of the Company, Cohen & Company, LLC (the "Operating LLC") and Cohen & Company Securities, LLC, effective as of the close of business on November 10, 2026 (the "Transition Date"). The Reporting Person also resigned from the Board of Managers of the Operating LLC and from each other board seat he held at any affiliated or related entity of the Company. Between the Transition Date and November 30, 2026 (the "Separation Date"), the Reporting Person will remain employed as a Senior Advisor to the Company and his employment will terminate on the Separation Date. In connection with the Reporting Person's resignation, on November 9, 2026, the Reporting Person entered into a Separation and Release Agreement, dated November 9, 2026 (the "Separation Agreement"), by and between the Reporting Person and the Company (on behalf of itself, the Operating LLC, Cohen & Company Securities, LLC and their affiliates and subsidiaries). The Separation Agreement will become effective provided that the Reporting Person does not revoke the Separation Agreement within seven days after signing it, re-affirms the Separation Agreement after the Separation Date, and does not revoke such re-affirmation within seven days, whereupon the Separation Agreement will become effective on the eighth day after re-affirmation (which would be December 8, 2026 if the Reporting Person re-affirms the Separation Agreement on the Separation Date). Subject to the Separation Agreement becoming effective, the Separation Agreement provides that, effective as of the Separation Date, the Operating LLC will accelerate the vesting of all 822,000 of the Reporting Person's outstanding unvested restricted membership units in the Operating LLC (the "LLC Units"). At the Reporting Person's written request, made no later than the Separation Date, the Operating LLC will repurchase 52% of the LLC Units. Additionally, subject to the Separation Agreement becoming effective, the Separation Agreement provides that, effective as of the Separation Date, the Operating LLC will accelerate the vesting of all 1,605,000 of the Reporting Person's outstanding unvested LTIP Units in the Operating LLC and that, on the Separation Date, the Operating LLC will convert these LTIP Units into 1,605,000 LLC Units (the "Conversion LLC Units" and, together with the LLC Units, the "Vested LLC Units") in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Operating LLC, dated March 6, 2026 (the "LLC Agreement"). The Reporting Person may elect, before March 31, 2027, to cause the Operating LLC to redeem the Conversion LLC Units in accordance with the LLC Agreement. Redemption is for cash or, at the Company's option, shares of Common Stock. If the Reporting Person so elects, the Separation Agreement provides that at least 37% of the redeemed Conversion LLC Units will be redeemed for cash. The Separation Agreement also provides that, effective as of the Separation Date, the Reporting Person will grant the Company an irrevocable proxy, coupled with an interest, to vote all membership interests in the Operating LLC that he holds or later acquires. The proxy covers all matters on which those interests are entitled to vote and is permanent and perpetual. The Separation Agreement further provides that the Reporting Person will continue to comply with the Company's Insider Trading Policy for a specified period and will cooperate with the Company in connection with required public disclosures and filings about his holdings of the Company's securities. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which was filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K filed with the SEC on November 12, 2026, and is included as Exhibit 99.1 hereto by reference to that filing and is incorporated herein by reference. Depending on prevailing market, economic and other conditions, the Reporting Person may, at any time and from time to time, dispose of some or all of the shares of Common Stock or other securities of the Company or the Operating LLC that he holds, including through the repurchase and redemption transactions described above, in open-market transactions, in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or otherwise, in each case subject to applicable law and the Company's Insider Trading Policy. Any such disposition may be effected at any time without prior notice. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although he reserves the right to change his intentions at any time.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person to rows (7) through (13) of the cover page of this Amendment No. 6 are incorporated herein by reference. The percentage of ownership in this Amendment No. 6 is calculated based on 3,366,686 shares of Common Stock outstanding as of November 10, 2026, as provided by the Company. The aggregate amount reported in row (11) excludes an aggregate of 2,702,860 membership units in the Operating LLC held by the Reporting Person, including 275,860 vested membership units in the Operating LLC directly held by the Reporting Person, the 822,000 LLC Units and the 1,605,000 Conversion LLC Units described in Item 4, which 2,702,860 membership units are, pursuant to the LLC Agreement, redeemable at any time by the Reporting Person for cash or, at the Company's sole option, up to an aggregate of 270,286 shares of Common Stock. Accordingly, the Reporting Person has no right to acquire Common Stock in respect of such membership units and is not the beneficial owner thereof within the meaning of Rule 13d-3(d)(1).
(b)	The Reporting Person has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all shares of Common Stock reported in row (11).
(c)	The information in Item 4 is incorporated herein by reference. Except as set forth in this Amendment No. 6, the Reporting Person has effected no transactions in the Common Stock during the past 60 days.
(d)	To the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 regarding the Separation Agreement, including the irrevocable proxy granted to the Company, is incorporated herein by reference. The Reporting Person's membership units in the Operating LLC, including the Vested LLC Units, are also subject to the terms of the LLC Agreement.
Item 7.	Material to be Filed as Exhibits.
	99.1 Separation and Release Agreement, dated November 9, 2026, by and between Cohen & Company Inc., on behalf of itself and Cohen & Company, LLC, Cohen & Company Securities, LLC and each of their affiliates and subsidiaries, and Lester R. Brafman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 12, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Brafman Lester Raymond

Signature:	/s/ Lester R. Brafman
Name/Title:	Lester R. Brafman
Date:	11/12/2026