Form 8-K

8-K — Cohen & Co Inc.

Accession: 0001104659-26-089490

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001270436

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2621624d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621624d1_ex99-1.htm)

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8-K (Primary)

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0001270436

2026-08-03

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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):

August 3, 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 2.02

Results of Operations and

Financial Condition.

On August 3, 2026, Cohen & Company Inc., a Maryland

corporation (the “Company”), issued a press release announcing the Company’s financial results for the second quarter

ended June 30, 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 August 3, 2026 announcing Cohen & Company Inc.’s financial results for the second quarter ended June 30,

2026.

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: August 3, 2026

By:

/s/ Joseph W. Pooler, Jr.

Name:

Joseph W.

Pooler, Jr.

Title:

Executive Vice President,

Chief Financial Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621624d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

COHEN &

COMPANY REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

Board Declares Quarterly Dividend of $0.25

per Share

Revenue of $69.5 Million

Net Income Attributable to Cohen &

Company Inc. of $3.6 Million, or $0.94 per Diluted Share

Adjusted Pre-Tax Income of $10.1 Million,

or $1.62 per Diluted Share

Philadelphia

and New York, August 3, 2026 – Cohen & Company Inc. (NYSE American: COHN) (“Cohen &

Company” or the “Company”) today reported financial results for its second quarter ended June 30, 2026.

Lester Brafman, Chief Executive Officer of Cohen &

Company, said, “We are pleased to deliver another solid quarter, driven by continued strong performance in our full-service boutique

investment bank, Cohen & Company Capital Markets, and its expertise in SPAC and de-SPAC transactions. Recently, we achieved important

milestones across our sponsored SPACs, with Columbus Circle Capital Corp II signing a definitive business combination agreement with Elroy

Air, Inc. on June 26th, and Columbus Circle Capital Corp III completing its $230 million IPO on July 9th. We are encouraged

by the momentum we have underway, as we look for opportunities to increase our revenue and profitability. We remain confident in our future

earnings potential and are committed to creating long-term, sustained value for our stockholders, including through our quarterly dividend.”

Summary Operating Results

Three Months Ended

Six Months Ended

($ in thousands)

6/30/26

3/31/26

6/30/25

6/30/26

6/30/25

Investment banking and new issue

$ 54,059

$ 45,711

$ 44,133

$ 99,770

$ 64,297

Net trading

13,888

13,200

10,757

27,088

19,968

Asset management

1,837

2,419

2,168

4,256

4,188

Principal transactions and other revenue

(297 )

(3,428 )

2,813

(3,725 )

158

Total revenues

69,487

57,902

59,871

127,389

88,611

Compensation and benefits

48,185

41,307

44,323

89,492

65,989

Non-compensation operating expenses

8,893

11,462

8,053

20,355

15,020

Operating income (loss)

12,409

5,133

7,495

17,542

7,602

Interest expense, net

(1,311 )

(1,335 )

(1,496 )

(2,646 )

(2,944 )

Gain on sale of management contracts

837

Income (loss) from equity method affiliates

(3,038 )

(527 )

(1,437 )

(3,565 )

981

Income (loss) before income tax expense (benefit)

8,060

3,271

5,399

11,331

6,476

Income tax expense (benefit)

141

(182 )

771

(41 )

910

Net income (loss)

7,919

3,453

4,628

11,372

5,566

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

(2,058 )

(718 )

(141 )

(2,776 )

(314 )

Enterprise net income (loss)

9,977

4,171

4,769

14,148

5,880

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

6,403

2,679

3,361

9,082

4,143

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

$ 3,574

$ 1,492

$ 1,408

$ 5,066

$ 1,737

Fully diluted net income (loss) per share

$ 0.94

$ 0.42

$ 0.81

$ 1.36

$ 1.00

Adjusted pre-tax income (loss) (1)

$ 10,118

$ 3,989

$ 5,540

$ 14,107

$ 6,790

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

$ 1.62

$ 0.65

$ 0.94

$ 2.28

$ 1.15

(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 $3.6 million, or $0.94 per diluted share,

for the three months ended June 30, 2026, compared to $1.5 million, or $0.42 per diluted share, for the three months ended March 31,

2026, and $1.4 million, or $0.81 per diluted share, for the three months ended June 30, 2025. Adjusted pre-tax income was $10.1 million,

or $1.62 per diluted share, for the three months ended June 30, 2026, compared to $4.0 million, or $0.65 per diluted share, for the

three months ended March 31, 2026, and $5.5 million, or $0.94 per diluted share, for the three months ended June 30, 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 $69.5 million for the three months ended June 30, 2026, compared to $57.9 million for

the prior quarter and $59.9 million for the prior year quarter.

o Investment banking and new issue revenue was $54.1 million for the three months ended June 30, 2026,

up $8.3 million from the prior quarter and up $9.9 million from the prior year quarter. Cohen & Company Capital Markets (“CCM”),

a division of Cohen & Company Securities, LLC, generated substantially all of the investment banking and new issue revenue in

the three quarters presented.

o Net trading revenue was $13.9 million for the three months ended June 30, 2026, up $0.7 million from

the prior quarter and up $3.1 million from the prior year quarter. The increase from the prior quarter reflected higher trading revenue

from the Company’s mortgage group, and the SPAC equity and structured notes trading desks. The increase from the prior year quarter

reflected higher trading revenue from the Company’s mortgage group, and the CMO trading desk. The gestation repo book of business

was $4.1 billion at June 30, 2026.

o Asset management revenue was $1.8 million for the three months ended June 30, 2026, down $0.6 million

from the prior quarter and down $0.3 million from the prior year quarter.

o Principal transactions and other revenue was negative $0.3 million for the three months ended June 30,

2026, compared to negative $3.4 million in the prior quarter and positive $2.8 million in the prior year quarter.

· Compensation and benefits expense during the three months ended June 30, 2026 increased by $6.9 million

from the prior quarter and increased by $3.9 million from the prior year quarter. The change from both prior quarters was primarily the

result of fluctuations in revenue and the related variable incentive compensation. The number of Company employees was 129 as of June 30,

2026, compared to 128 as of March 31, 2026, and 118 as of June 30, 2025.

· Interest expense during the three months ended June 30, 2026 was $1.3 million, including $1.2 million

on our trust preferred securities debt, $76 thousand on our senior promissory notes, and $45 thousand on our bank credit facility.

· Loss from equity method affiliates for the three months ended June 30, 2026 was $3.0 million, compared

to a loss of $0.5 million for the prior quarter and loss of $1.4 million for the prior year quarter. The loss in the current quarter was

primarily driven by Columbus Circle Capital Corp II, which had an offsetting credit recorded in the net income (loss) attributable to

the non-convertible non-controlling interest line item of $2.1 million, resulting in a net loss of $0.9 million to the Company.

· Income tax expense for the three months ended June 30, 2026 was $0.1 million, compared to income

tax benefit of $0.2 million in the prior quarter, and income tax expense of $0.8 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.

Total Equity and Dividend Declaration

· As of June 30, 2026, total equity was $109.3 million, compared to $103.1 million as of December 31,

2025; the non-convertible non-controlling interest component of total equity was $5 thousand as of June 30, 2026 and $0.4 million

as of December 31, 2025. Thus, the total equity excluding the non-convertible non-controlling interest component was $109.3 million

as of June 30, 2026, a $6.6 million increase 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

September 2, 2026, to stockholders of record as of August 19, 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, August 3, 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 13761821.

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 June 30, 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.

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.

COHEN & COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

Three Months Ended

Six Months Ended

6/30/26

3/31/26

6/30/25

6/30/26

6/30/25

Revenues

Investment banking and new issue

$ 54,059

$ 45,711

$ 44,133

$ 99,770

$ 64,297

Net trading

13,888

13,200

10,757

27,088

19,968

Asset management

1,837

2,419

2,168

4,256

4,188

Principal transactions and other revenue

(297 )

(3,428 )

2,813

(3,725 )

158

Total revenues

69,487

57,902

59,871

127,389

88,611

Operating expenses

Compensation and benefits

48,185

41,307

44,323

89,492

65,989

Business development, occupancy, equipment

2,591

2,383

1,988

4,974

3,817

Subscriptions, clearing, and execution

3,573

3,952

2,332

7,525

4,506

Professional services and other operating

2,512

4,924

3,561

7,436

6,353

Depreciation and amortization

217

203

172

420

344

Total operating expenses

57,078

52,769

52,376

109,847

81,009

Operating income (loss)

12,409

5,133

7,495

17,542

7,602

Non-operating income (expense)

Interest expense, net

(1,311 )

(1,335 )

(1,496 )

(2,646 )

(2,944 )

Gain on sale of management contracts

837

Income (loss) from equity method affiliates

(3,038 )

(527 )

(1,437 )

(3,565 )

981

Income (loss) before income tax expense (benefit)

8,060

3,271

5,399

11,331

6,476

Income tax expense (benefit)

141

(182 )

771

(41 )

910

Net income (loss)

7,919

3,453

4,628

11,372

5,566

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

(2,058 )

(718 )

(141 )

(2,776 )

(314 )

Enterprise net income (loss)

9,977

4,171

4,769

14,148

5,880

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

6,403

2,679

3,361

9,082

4,143

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

$ 3,574

$ 1,492

$ 1,408

$ 5,066

$ 1,737

Earnings per share

Basic

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

$ 3,574

$ 1,492

$ 1,408

$ 5,066

$ 1,737

Basic shares outstanding

2,260

1,824

1,740

2,042

1,722

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

$ 1.58

$ 0.82

$ 0.81

$ 2.48

$ 1.01

Fully Diluted

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

$ 3,574

$ 1,492

$ 1,408

$ 5,066

$ 1,737

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

6,403

2,679

3,361

9,082

4,143

Income tax and conversion adjustment

(4,134 )

(1,592 )

(5,726 )

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

$ 5,843

$ 2,579

$ 4,776

$ 8,422

$ 5,890

Basic shares outstanding

2,260

1,824

1,740

2,042

1,722

Unrestricted Operating LLC membership units exchangeable into COHN shares

3,885

4,173

4,129

4,028

4,117

Additional dilutive shares

102

108

106

Fully diluted shares outstanding (1)

6,247

6,105

5,913

6,176

5,883

Fully diluted net income (loss) per share

$ 0.94

$ 0.42

$ 0.81

$ 1.36

$ 1.00

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.

$ 3,574

$ 1,492

$ 1,408

$ 5,066

$ 1,737

Addback (deduct): Income tax expense (benefit)

141

(182 )

771

(41 )

910

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

6,403

2,679

3,361

9,082

4,143

Adjusted pre-tax income (loss)

$ 10,118

$ 3,989

$ 5,540

$ 14,107

$ 6,790

Adjusted fully diluted shares outstanding (2)

6,247

6,105

5,913

6,176

5,883

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

$ 1.62

$ 0.65

$ 0.94

$ 2.28

$ 1.15

(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.

COHEN & COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

June 30, 2026

(unaudited)

December 31, 2025

Assets

Cash and cash equivalents

$ 40,093

$ 56,762

Receivables from brokers, dealers, and clearing agencies

51,270

46,194

Due from related parties

1,426

1,401

Other receivables

11,608

8,896

Investments - trading

173,064

140,576

Other investments, at fair value

80,205

57,258

Receivables under resale agreements

409,371

357,408

Investment in equity method affiliates

8,152

6,661

Deferred income taxes

4,539

4,126

Goodwill

109

Right-of-use asset - operating leases

14,766

15,406

Other assets

5,780

5,788

Total assets

$ 800,383

$ 700,585

Liabilities

Payables to brokers, dealers, and clearing agencies

$ 49,626

$ 4

Accounts payable and other liabilities

10,509

17,944

Due to related parties

2,744

Accrued compensation

89,448

92,689

Trading securities sold, not yet purchased

48,932

36,617

Other investments sold, not yet purchased, at fair value

Securities sold under agreements to repurchase

444,688

400,391

Operating lease liability

16,255

16,959

Debt

28,800

32,895

Total liabilities

691,082

597,499

Equity

Voting non-convertible preferred stock

Common stock

Additional paid-in capital

88,940

78,539

Accumulated other comprehensive loss

(1,077 )

(914 )

Accumulated deficit

(24,660 )

(26,593 )

Total stockholders' equity

63,262

51,080

Non-controlling interest

46,039

52,006

Total equity

109,301

103,086

Total liabilities and equity

$ 800,383

$ 700,585

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

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