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Form 8-K

sec.gov

8-K — Cohen & Co Inc.

Accession: 0001104659-26-053498

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0001270436

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2612945d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612945d1_ex99-1.htm)

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8-K (Primary)

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2026-05-01

2026-05-01

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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):

May 1, 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

¨

If

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 2.02

Results of Operations and Financial Condition.

On May 1, 2026, Cohen & Company Inc., a Maryland corporation

(the “Company”), issued a press release announcing the Company’s financial results for the first quarter ended March 31,

2026. A copy of the earnings release is attached to this report as Exhibit 99.1.

The information hereunder shall not be deemed to be “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the

liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange

Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1*

Press release dated May 1, 2026 announcing Cohen & Company Inc.’s financial results for the first quarter ended March 31, 2026.

104

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

*

Filed electronically herewith.

2

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: May 1, 2026

By:

/s/ Joseph W. Pooler, Jr.

Name:

Joseph W. Pooler, Jr.

Title:

Executive Vice President, Chief Financial Officer and Treasurer

3

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612945d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

COHEN &

COMPANY REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

Board Declares

Quarterly Dividend of $0.25 per Share

Revenue of

$57.9 Million

Net Income

Attributable to Cohen & Company Inc. of $1.5 Million, or $0.42 per Diluted Share

Adjusted Pre-Tax

Income of $4.0 Million, or $0.65 per Diluted Share

Philadelphia

and New York, May 1, 2026 – Cohen &

Company Inc. (NYSE American: COHN) (“Cohen & Company”) today reported financial results for its first quarter ended

March 31, 2026.

Lester Brafman,

Chief Executive Officer of Cohen & Company, said, “We are pleased to deliver another strong quarter, driven by the ongoing

expansion of our client franchise. In particular, our full-service boutique investment bank, Cohen & Company Capital Markets,

continued to generate positive results, with a focus on frontier technologies, including digital assets, energy transition, and natural

resources. Also during the quarter, our gestation repo business continued to grow, reaching a book size of $3.9 billion, and our sponsored

SPAC, Columbus Circle Capital Corp. II, completed its $230 million IPO. We are encouraged by the momentum we have built as we look for

opportunities to further grow our topline revenue and profitability. We remain confident in our future earnings potential and committed

to enhancing long-term, sustained value for our stockholders through the return of capital, including our quarterly dividend.”

Summary Operating Results

Three Months Ended

($ in thousands)

3/31/26

12/31/25

3/31/25

Investment banking and new issue

$ 45,711

$ 54,704

$ 20,164

Net trading

13,200

13,819

9,211

Asset management

2,419

2,681

2,020

Principal transactions and other revenue

(3,428 )

31,536

(2,655 )

Total revenues

57,902

102,740

28,740

Compensation and benefits

41,307

57,845

21,666

Non-compensation operating expenses

11,462

14,850

6,967

Operating income (loss)

5,133

30,045

107

Interest expense, net

(1,335 )

(1,460 )

(1,448 )

Income (loss) from equity method affiliates

(527 )

(5,081 )

2,418

Income (loss) before income tax expense (benefit)

3,271

23,504

1,077

Income tax expense (benefit)

(182 )

(2,275 )

139

Net income (loss)

3,453

25,779

938

Less: Net income (loss) attributable to the non-convertible non-controlling interest

(718 )

5,254

(173 )

Enterprise net income (loss)

4,171

20,525

1,111

Less: Net income (loss) attributable to the convertible non-controlling interest

2,679

12,424

782

Net income (loss) attributable to Cohen & Company Inc.

$ 1,492

$ 8,101

$ 329

Fully diluted net income (loss) per share

$ 0.42

$ 1.48

$ 0.19

Adjusted pre-tax income (loss) (1)

$ 3,989

$ 18,250

$ 1,250

Fully diluted adjusted pre-tax income (loss) per share (1)

$ 0.65

$ 2.97

$ 0.22

(1) Adjusted

pre-tax income (loss) and adjusted pre-tax income (loss) per share are not measures recognized

under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below.

Financial Highlights

· Net

income attributable to Cohen & Company Inc. was $1.5 million, or $0.42 per diluted

share, for the three months ended March 31, 2026, compared to $8.1 million, or $1.48

per diluted share, for the three months ended December 31, 2025, and $0.3 million, or

$0.19 per diluted share, for the three months ended March 31, 2025. Adjusted pre-tax

income was $4.0 million, or $0.65 per diluted share, for the three months ended March 31,

2026, compared to adjusted pre-tax income of $18.3 million, or $2.97 per diluted share, for

the three months ended December 31, 2025, and adjusted pre-tax income of $1.3 million,

or $0.22 per diluted share, for the three months ended March 31, 2025. Adjusted pre-tax

income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized

under GAAP. See Note 1 below.

· Revenue

was $57.9 million for the three months ended March 31, 2026, compared to $102.7 million

for the prior quarter and $28.7 million for the prior year quarter. The prior quarter included

the closing of the business combination between our sponsored-SPAC, Columbus Circle Capital

Corp. I, and ProCap Financial, Inc.

o Investment

banking and new issue revenue was $45.7 million for the three months ended March 31,

2026, down $9.0 million from the prior quarter and up $25.5 million from the prior year quarter.

Cohen & Company Capital Markets (“CCM”) generated $45.7 million, $50.8

million, and $20.2 million of the investment banking and new issue revenue in 1Q26, 4Q25,

and 1Q25, respectively.

o Net

trading revenue was $13.2 million for the three months ended March 31, 2026, down $0.6

million from the prior quarter and up $4.0 million from the prior year quarter. The increase

from the prior year quarter reflected higher trading revenue from the Company’s mortgage

group, and the SPAC equity, CMO, and preferred equity trading desks. The gestation repo book

of business was $3.9 billion at March 31, 2026.

o Asset

management revenue was $2.4 million for the three months ended March 31, 2026, down

$0.3 million from the prior quarter and up $0.4 million from the prior year quarter.

o Principal

transactions and other revenue was negative $3.4 million for the three months ended March 31,

2026, compared to positive $31.5 million in the prior quarter and negative $2.7 million in

the prior year quarter. In the prior quarter, the closing of the ProCap Financial, Inc.

business combination generated $33.0 million of principal transactions revenue, including

the markup of consolidated founder and placement shares held by the sponsor of the Columbus

Circle Capital Corp. I, as well as $16.5 million of compensation and benefits expense related

to founder shares allocable to employees upon the closing, and $8.5 million of non-convertible,

non-controlling interest expense related to founder shares allocable to third party investors

in the consolidated sponsor.

· Compensation

and benefits expense during the three months ended March 31, 2026 decreased $16.5 million

from the prior quarter and increased $19.6 million from the prior year quarter. The change

from the prior quarter was primarily the result of the $16.5 million of compensation and

benefits expense related to founder shares allocable to employees upon the closing of the

ProCap Financial, Inc. business combination in the prior quarter. The change from the

prior year quarter was primarily the result of fluctuations in revenue and the related variable

incentive compensation. The number of Company employees was 128 as of March 31, 2026,

compared to 126 as of December 31, 2025, and 117 as of March 31, 2025.

· Interest

expense during the three months ended March 31, 2026 was $1.3 million, including $1.2

million on our trust preferred securities debt, $0.1 million on our senior promissory notes,

and $44 thousand on our bank credit facility.

· Loss

from equity method affiliates for the three months ended March 31, 2026 was $0.5 million,

compared to a loss from equity method affiliates of $5.1 million for the prior quarter and

income from equity method affiliates of $2.4 million for the prior year quarter.

· Income

tax benefit for the three months ended March 31, 2026 was $0.2 million, compared to

income tax benefit of $2.3 million in the prior quarter, and income tax expense of $0.1 million

in the prior year quarter. The Company will continue to evaluate its operations on a quarterly

basis and may adjust the valuation allowance applied against the Company's net operating

loss and net capital loss tax assets. Future adjustments could be material and may result

in additional tax benefit or tax expense.

2

Total Equity and Dividend Declaration

· As

of March 31, 2026, total equity was $100.1 million, compared to $103.1 million as of

December 31, 2025; the non-convertible non-controlling interest component of total equity

was $2.4 million as of March 31, 2026 and $0.4 million as of December 31, 2025.

Thus, the total equity excluding the non-convertible non-controlling interest component was

$97.8 million as of March 31, 2026, a $4.9 million decrease from $102.6 million as of

December 31, 2025.

· The

Company’s Board of Directors has declared a quarterly dividend of $0.25 per share,

payable on June 2, 2026, to stockholders of record as of May 18, 2026. The Board

of Directors will continue to evaluate the dividend policy each quarter, and future decisions

regarding dividends may be impacted by quarterly operating results and the Company’s

capital needs.

Conference Call

The

Company will host a conference call at 10:00 a.m. Eastern Time (ET), today, May 1, 2026, to discuss these results. The conference

call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at

www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance

can dial (877) 524-8416 (domestic) or +1 (412) 902-1028 (international). A replay of the call will be available for three days following

the call by dialing (877) 660-6853 or (201) 612-7415, with participant passcode 13760351.

About Cohen & Company

Cohen &

Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen &

Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists

of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services,

operating primarily through Cohen & Company’s subsidiaries, Cohen & Company Securities, LLC (“Cohen Securities”)

in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of Cohen Securities, Cohen &

Company Capital Markets (“CCM”) is the Company’s full-service boutique investment bank providing capital markets and

SPAC advisory services to corporations, financial sponsors, investors, and institutions. The Capital Markets business segment also includes

investment returns on financial instruments that the Company has received as consideration for investment banking and new issue services

provided by CCM. The Asset Management segment manages and services assets through investment funds, managed accounts, joint ventures,

and collateralized debt obligations. As of March 31, 2026, the Company had approximately $1.3 billion of assets under management

in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities, debt

issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, and servicing commercial real estate

loans. The Principal Investing segment is comprised primarily of investments the Company has made for the purpose of earning an investment

return rather than investments made to support its trading or other capital markets business activity. For more information, please visit

www.cohenandcompany.com.

Note

1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP

measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations

of non-GAAP measures of performance to their corresponding GAAP measures of performance.

3

Forward-looking Statements

This

communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements,

estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by

the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”

“seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other

than statements of historical fact included in this communication are forward-looking statements and are based on various underlying

assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections

of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based

on our current expectations and projections about future events. There are important factors that could cause our actual results, level

of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed

or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors”

and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission

(“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings.

Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including

those caused by inflation, raising interest rates, and the current geopolitical situation, (b) unfavorable market conditions may

lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement

activities, (c) losses caused by financial or other problems experienced by third parties, (d) losses due to unidentified or

unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds for use in our businesses, (f) the ability to attract

and retain personnel, (g) litigation and regulatory proceedings, (h) reputational harm due to losses or our inability to sell

securities we purchase as an underwriter at the anticipated price levels, (i) competitive pressure, (j) an inability

to generate incremental income from new or expanded businesses, (k) unanticipated market closures or effects due to inclement weather

or other disasters, (l) losses (whether realized or unrealized) on our principal investments, (m) the possibility that payments

to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (n) the possibility

that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as

a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction

in the volume of its investments into SPACs, (p) the difficulty in identifying potential business combinations as a result of increased

competition in the SPAC market, (q) the value of the Company’s holdings of founders shares in post-business combination companies

is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period

of time, (r) the possibility that the Company will stop paying quarterly dividends to its stockholders, (s) the impacts of

rising interest rates and inflation, and (t) that CCM’s gross pipeline of possible transactions may not result in transactions

that are consummated and total recognition of all pipeline fees. As a result, there can be no assurance that the forward-looking statements

included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future

performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not

rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking

statements, whether as a result of new information, future events, or otherwise.

Cautionary Note Regarding Quarterly

Financial Results

Due to the nature

of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income

in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part

incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not

be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors

in evaluating our business performance.

4

COHEN & COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

Three Months Ended

3/31/26

12/31/25

3/31/25

Revenues

Investment banking and new issue

$ 45,711

$ 54,704

$ 20,164

Net trading

13,200

13,819

9,211

Asset management

2,419

2,681

2,020

Principal transactions and other revenue

(3,428 )

31,536

(2,655 )

Total revenues

57,902

102,740

28,740

Operating expenses

Compensation and benefits

41,307

57,845

21,666

Business development, occupancy, equipment

2,383

2,039

1,829

Subscriptions, clearing, and execution

3,952

8,650

2,174

Professional services and other operating

4,924

3,964

2,792

Depreciation and amortization

203

197

172

Total operating expenses

52,769

72,695

28,633

Operating income (loss)

5,133

30,045

107

Non-operating income (expense)

Interest expense, net

(1,335 )

(1,460 )

(1,448 )

Income (loss) from equity method affiliates

(527 )

(5,081 )

2,418

Income (loss) before income tax expense (benefit)

3,271

23,504

1,077

Income tax expense (benefit)

(182 )

(2,275 )

139

Net income (loss)

3,453

25,779

938

Less: Net income (loss) attributable to the non-convertible non-controlling interest

(718 )

5,254

(173 )

Enterprise net income (loss)

4,171

20,525

1,111

Less: Net income (loss) attributable to the convertible non-controlling interest

2,679

12,424

782

Net income (loss) attributable to Cohen & Company Inc.

$ 1,492

$ 8,101

$ 329

Earnings per share

Basic

Net income (loss) attributable to Cohen & Company Inc.

$ 1,492

$ 8,101

$ 329

Basic shares outstanding

1,824

1,742

1,705

Net income (loss) attributable to Cohen & Company Inc. per share

$ 0.82

$ 4.65

$ 0.19

Fully Diluted

Net income (loss) attributable to Cohen & Company Inc.

$ 1,492

$ 8,101

$ 329

Net income (loss) attributable to the convertible non-controlling interest

2,679

12,424

782

Income tax and conversion adjustment

(1,592 )

(11,432 )

2

Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation

$ 2,579

$ 9,093

$ 1,113

Basic shares outstanding

1,824

1,742

1,705

Unrestricted Operating LLC membership units exchangeable into COHN shares

4,173

4,128

4,061

Additional dilutive shares

108

267

42

Fully diluted shares outstanding (1)

6,105

6,137

5,808

Fully diluted net income (loss) per share

$ 0.42

$ 1.48

$ 0.19

Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts

Net income (loss) attributable to Cohen & Company Inc.

$ 1,492

$ 8,101

$ 329

Addback (deduct): Income tax expense (benefit)

(182 )

(2,275 )

139

Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest

2,679

12,424

782

Adjusted pre-tax income (loss)

$ 3,989

$ 18,250

$ 1,250

Adjusted fully diluted shares outstanding (2)

6,105

6,137

5,808

Fully diluted adjusted pre-tax income (loss) per share

$ 0.65

$ 2.97

$ 0.22

(1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item.

(2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest.

5

COHEN & COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

March 31, 2026

(unaudited)

December 31, 2025

Assets

Cash and cash equivalents

$ 18,992

$ 56,762

Receivables from brokers, dealers, and clearing agencies

38,371

46,194

Due from related parties

1,807

1,401

Other receivables

12,838

8,896

Investments - trading

154,427

140,576

Other investments, at fair value

61,578

57,258

Receivables under resale agreements

359,602

357,408

Investment in equity method affiliates

11,258

6,661

Deferred income taxes

4,126

4,126

Goodwill

109

109

Right-of-use asset - operating leases

15,226

15,406

Other assets

5,803

5,788

Total assets

$ 684,137

$ 700,585

Liabilities

Payables to brokers, dealers, and clearing agencies

$ 22,764

$ 4

Accounts payable and other liabilities

16,738

17,944

Due to related parties

2,809

-

Accrued compensation

55,840

92,689

Trading securities sold, not yet purchased

38,095

36,617

Other investments sold, not yet purchased, at fair value

11

-

Securities sold under agreements to repurchase

402,389

400,391

Operating lease liability

16,755

16,959

Debt

28,590

32,895

Total liabilities

583,991

597,499

Equity

Voting non-convertible preferred stock

27

27

Common stock

25

21

Additional paid-in capital

79,868

78,539

Accumulated other comprehensive loss

(943 )

(914 )

Accumulated deficit

(27,452 )

(26,593 )

Total stockholders' equity

51,525

51,080

Non-controlling interest

48,621

52,006

Total equity

100,146

103,086

Total liabilities and equity

$ 684,137

$ 700,585

6

Non-GAAP Measures

Adjusted pre-tax

income (loss) and adjusted pre-tax income (loss) per diluted share

Adjusted pre-tax

income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable

to Cohen & Company Inc., computed in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss)

attributable to the convertible non-controlling interest. Income tax expense (benefit) has been excluded because a pre-tax measurement

of enterprise earnings that includes net income (loss) attributable to the convertible non-controlling interest is a useful and appropriate

measure of performance. Furthermore, our income tax expense (benefit) has been, and we expect it will continue to be, a substantially

non-cash item for the foreseeable future, generated from adjustments in our valuation allowance applied to the Company’s gross

deferred tax assets. Convertible non-controlling interest is added back to adjusted pre-tax income (loss) because the underlying Cohen &

Company, LLC equity units are convertible into Cohen & Company Inc. shares. Adjusted pre-tax income (loss) per diluted share

is calculated by dividing adjusted pre-tax income (loss) by diluted shares outstanding, both of which include adjustments used in the

corresponding calculation in accordance with GAAP.

We present adjusted

pre-tax income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental

measures of our performance. Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance

without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance.

In addition, our management uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of

our enterprise operations. Adjusted pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily

comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies.

Adjusted pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable

to Cohen & Company Inc. prepared in accordance with GAAP. Adjusted pre-tax income (loss) is not intended to represent and should

not be considered to be a more meaningful measure than, or an alternative to, measures of operating performance as determined in accordance

with GAAP.

Contact:

Investors -

Media -

Cohen & Company Inc.

Joele Frank, Wilkinson Brimmer Katcher

Joseph W. Pooler, Jr.

Joseph Sala or Zach Genirs

Executive Vice President and

212-355-4449

Chief Financial Officer

215-701-8952

investorrelations@cohenandcompany.com

7

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