Form 8-K

8-K — Cohen & Co Inc.

Accession: 0001104659-26-076368

Filed: 2026-06-22

Period: 2026-06-18

CIK: 0001270436

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-10.1 — EXHIBIT 10.1 (tm2618237d1_ex10-1.htm)

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Registrant Name

Cohen

& Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 18, 2026

Cohen & Company

Inc.

(Exact name of registrant as specified in its

charter)

Maryland

1-32026

16-1685692

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia,

Pennsylvania

19104

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2. below):

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

COHN

The NYSE American

Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on June 9, 2023,

Cohen & Company Securities, LLC (formerly J.V.B. Financial Group, LLC) (the “Borrower”), a Delaware limited liability

company and a broker dealer indirect subsidiary of Cohen & Company Inc., a Maryland corporation, entered into the Third Amended

and Restated Loan Agreement (the “Loan Agreement”), with Byline Bank, as lender (the “Lender”), and the Borrower

as borrower, pursuant to which, among other things, the Lender agreed to make loans to Borrower, at the Borrower’s request from

time to time, in the aggregate amount of up to $15 million.

On June 18, 2026, the Borrower and the Lender

entered into the Fourth Amendment to Third Amended and Restated Loan Agreement (the “Amendment”). Pursuant to the Amendment,

the Loan Agreement was amended to: (i) replace certain definitions in the Loan Agreement to reflect the Borrower’s and its

parent entity’s current names, (ii) provide that a failure to maintain Excess Net Capital (as defined under Rule 15c3-1

promulgated under the Securities and Exchange Act of 1934, as amended) of at least $30 million will constitute an event of default under

the Loan Agreement unless such Excess Net Capital amount is restored within two business days, (iii) extend the maturity date and

the final date upon which loans can be made under the Loan Agreement from June 18, 2026 to June 18, 2028; and (iv) increase

the amount of Tangible Net Worth (as such term is defined in the Loan Agreement) maintained by the Borrower from and after March 31,

2027 from $70 million to $80 million. Except as described herein, no other changes were made to the Loan Agreement pursuant to the Amendment.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached

hereto as Exhibit 10.1 and is incorporated herein by reference.

Item

9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1*

Fourth Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2026, by and between Cohen & Company Securities, LLC and Byline Bank.

104

Cover Page Interactive Data File (Embedded within the inline XBRL document.)

* Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COHEN & COMPANY INC.

Date: June 22, 2026

By:

/s/ Joseph W.

Pooler, Jr.

Name:

Joseph W. Pooler, Jr.

Title:

Executive Vice President, Chief Financial Officer and Treasurer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618237d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED LOAN AGREEMENT

This Fourth Amendment to Third

Amended and Restated Loan Agreement (this “Amendment”) is made as of June 18, 2026, by and between Cohen &

Company Securities, LLC, f/k/a J.V.B. Financial Group, LLC, a Delaware limited liability company (“Broker/Dealer”),

and Byline Bank (“Lender”), with reference to the following facts:

A.            Pursuant

to the terms and conditions of that certain Third Amended and Restated Loan Agreement, dated as of June 9, 2023, as amended by that

certain First Amendment to Third Amended and Restated Loan Agreement, dated as of December 22, 2023, and effective as of December 21,

2023, that certain Second Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2024, and that certain Third Amendment

to Third Amended and Restated Loan Agreement, dated June 20, 2025, and effective as of June 18, 2025 (the “Loan Agreement”)

by and between Broker/Dealer and Lender, Lender agreed to make a revolving loan commitment to Broker/Dealer in the principal amount of

Fifteen Million Dollars ($15,000,000) (the “Loan”). Capitalized terms used and which are not otherwise defined herein

shall have the meanings ascribed to them in the Loan Agreement.

B.            Broker/Dealer

has requested Lender to amend the Loan Agreement in order to extend the borrowing termination and maturity dates of the Loan, and Lender

has agreed to such request, upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, in

consideration of the terms and conditions contained herein, and of any loans or extensions of credit heretofore, now or hereafter made

to or for the benefit of the Broker/Dealer by the Lender, and for other good and valuable consideration, the receipt and adequacy of which

are acknowledged, the Broker/Dealer and the Lender agree as follows:

Section 1.               Incorporation.

The foregoing recitals are hereby made a part of this Amendment.

Section 2.               Amendments

to Loan Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Amendment, the

Loan Agreement is amended as follows:

2.1           The

definition of “Broker/Dealer” and all references in the Loan Agreement to “J.V.B. Financial Group, LLC,”

are amended and restated in their entirety as follows:

“Broker/Dealer”

means Cohen & Company Securities, LLC, f/k/a J.V.B. Financial Group, LLC, a Delaware limited liability company.

2.2           The

definition of “Holdings LP” in Section 1(a) of the Loan Agreement is amended and restated in its entirety

as follows:

“Holdings

LP” means Cohen & Company Securities Holdings, L.P., a Delaware limited partnership,

and its successors and assigns.

2.3           The

definition of “Revolving Loan Borrowing Termination Date” in Section 1(a) of the Loan Agreement is

amended and restated in its entirety as follows:

“Revolving

Loan Borrowing Termination Date” means June 18, 2028.

2.4           The

definition of “Revolving Loan Maturity Date” in Section 1(a) of the Loan Agreement is amended and

restated in its entirety as follows:

“Revolving

Loan Maturity Date” means June 18, 2028.

2.5           Section 7(a)(i) of

the Loan Agreement is amended and restated in its entirety as follows:

(i)            Tangible

Net Worth. Broker/Dealer shall maintain at all times (A) from the Closing Date until (and including)

March 30, 2027, a Tangible Net Worth of at least Seventy Million Dollars ($70,000,000), and (B) from and after March 31,

2027, a Tangible Net Worth of at least Eighty Million Dollars ($80,000,000).

2.6            Section 7(a)(ii) of

the Loan Agreement is amended and restated in its entirety as follows:

(ii)           Excess

Net Capital. From and after June 18, 2025, Broker/Dealer shall maintain Excess Net Capital of at least Thirty Million Dollars

($30,000,000). Any failure to maintain such Excess Net Capital shall constitute an Event of Default unless, within two (2) Business

Days after such deficiency first exists, Broker/Dealer restores its Excess Net Capital to at least Thirty Million Dollars ($30,000,000),

provided, however, that, if such deficiency has not been cured within such two (2) Business Day period, Broker/Dealer shall

provide written notice of such deficiency to Lender no later than the third (3rd) Business Day following the date on which

such deficiency first existed and the failure to cure such deficiency within such two (2) Business Day period shall constitute and

Event of Default.

Section 3.              Representations

and Warranties. In order to induce Lender to execute and deliver this Amendment, Broker/Dealer represents and warrants to Lender that

as of the date hereof:

3.1           The

representations and warranties set forth in Section 5 of the Loan Agreement are true and correct.

3.2           Broker/Dealer

is in compliance with the terms and conditions of the Loan Agreement and no Event of Default or Unmatured Event of Default has occurred

and is continuing under the Loan Agreement or shall result after giving effect to this Amendment.

3.3           The

copies of Broker/Dealer’s certificate of formation and operating agreement (with all amendments thereto) as certified by Broker/Dealer

remain true and complete, and there has been no change in such documents or the ownership of Broker/Dealer since last delivered to Lender.

-2-

3.4           The

execution and delivery of this Amendment (and the other documents set forth in Section 4 of this Amendment) and the performance

of the Loan Documents as modified herein have been duly authorized by all requisite company action by or on behalf of Broker/Dealer. This

Amendment has been duly executed and delivered on behalf of Broker/Dealer.

Section 4.              Conditions

Precedent. Lender’s consent hereunder shall be subject to Broker/Dealer having delivered, or having caused to be delivered,

to Lender, the following items, all of which shall be in form and substance acceptable to the Lender:

4.1           This

Amendment, duly executed by Broker/Dealer;

4.2           The

Seventh Amended and Restated Revolving Note in the original maximum principal amount of the Revolving Loan Commitment, duly executed by

Broker/Dealer;

4.3           A

Reaffirmation of Guaranty by each Guarantor, duly executed by such Guarantor;

4.4           A

Reaffirmation of Pledge and Security Agreement, duly executed by Holdings LP;

4.5           An

updated Compliance Certificate as contemplated by Section 7(g)(iv) of the Loan Agreement in the form attached as Exhibit A

to the Loan Agreement; and

4.6           such

other documents, agreements and certificates in connection as Lender may require.

Section 5.              Miscellaneous.

5.1           Except

as specifically amended herein, the Loan Agreement shall continue in full force and effect in accordance with its original terms. Reference

to this specific Amendment need not be made in the Loan Agreement, the Revolving Note, or any other instrument or document executed in

connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Loan Agreement,

any reference in any of such items to the Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby.

5.2           Broker/Dealer

agrees to pay on demand all costs and expenses of or incurred by Lender in connection with the preparation, execution and delivery of

this Amendment, including the fees and expenses of Lender’s counsel.

5.3           This

Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of

which taken together shall constitute one and the same agreement. Any of the parties may execute this Amendment by signing any such counterpart

and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission

or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective

as delivery of a manually executed counterpart hereof.

-3-

5.4           This

Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Illinois.

Section 6.              WAIVER

OF JURY TRIAL. BROKER/DEALER AND LENDER EACH HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY

OR INDIRECTLY TO THIS AMENDMENT OR THE LOAN DOCUMENTS, THE OBLIGATIONS, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BROKER/DEALER

OR LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BROKER/DEALER AND LENDER.

IN NO EVENT SHALL LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

Section 7.              VENUE.

TO INDUCE LENDER TO ACCEPT THIS AMENDMENT, BROKER/DEALER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION,

ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER, OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AMENDMENT SHALL BE LITIGATED IN COURTS

WITHIN COOK COUNTY, STATE OF ILLINOIS AND EACH OF THEM HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL

COURT LOCATED WITHIN SAID COUNTY AND STATE. BROKER/DEALER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF

ANY LITIGATION BROUGHT AGAINST BROKER/DEALER BY LENDER IN ACCORDANCE WITH SECTION 7 OF THIS AMENDMENT OR UNDER ANY OF THE

LOAN DOCUMENTS.

[Signature Page Follows]

-4-

IN WITNESS WHEREOF,

the parties have executed this Amendment as of the date first above written.

BROKER/DEALER:

COHEN & COMPANY SECURITIES,

LLC

By:

/s/ Douglas Listman

Name:

Douglas Listman

Title:

Chief Financial Officer

LENDER:

BYLINE BANK

By:

/s/ Cate Gula

Name:

Cate Gula

Title:

Senior Vice President

[Signature Page to Fourth Amendment to Third Amended and Restated

Loan Agreement]

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