02/05/2026 | Press release | Distributed by Public on 02/05/2026 08:22
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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COHEN DANIEL G C/O COHEN & CO INC., 2929 ARCH STREET, SUITE 1703 PHILADELPHIA, PA 19104-2870 |
X | X | Executive Chairman | |
| /s/ Joseph W. Pooler, Jr., as attorney-in-fact | 02/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |