16. EQUITY 

Stockholders’ Equity

Common Equity: The following table reflects the activity in the six months ended June 30, 2026, related to the number of shares of unrestricted Common Stock that the Company had issued.

Series E Voting Non-Convertible Preferred Stock: Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders thereof to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders.  For every ten shares of Series E Preferred Stock, the holders are entitled to one vote on any such matter.  Daniel G. Cohen, the Company’s executive chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock issued and outstanding as of June 30, 2026. For a more detailed description of these shares see note 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

Series F Voting Non-Convertible Preferred Stock:  On December 23, 2019, the Company’s board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $0.001 per share, of the Company as a series of Preferred Stock designated as Series F Voting Non-Convertible Preferred Stock (“Series F Preferred Stock”).  Pursuant to the Securities Purchase Agreement, dated December 30, 2019, by and among the Company, the Operating LLC, Daniel G. Cohen, and the DGC Trust, the Company issued 12,549,273 shares of Series F Preferred Stock to Daniel G. Cohen and 9,880,268 shares of Series F Preferred Stock to the DGC Trust. The Series F Preferred Stock has substantially the same rights as the Series E Preferred Stock.  The holders of the Series F Preferred Stock are not entitled to receive any dividends or distributions (whether in cash, stock, or property of the Company).  The holders of Series F Preferred Stock and Common Stock are required to vote together as a single class on all matters with respect to which a vote of the stockholders of the Company is required or permitted.  Each outstanding share of Series F Preferred Stock entitles the holder to one vote for every ten shares of Series F Preferred Stock on each matter submitted to the holders for their vote.  As of  June 30, 2026, there were 22,429,541 shares of Series F Preferred Stock issued and outstanding.  For a more detailed description of these shares see note 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Dividends

On each of March 6, 2026 and May 1, 2026, the Company's board of directors declared a quarterly cash dividend of $0.25 per share on its Common Stock. The dividends were paid on April 3, 2026 and June 2, 2026, respectively, to stockholders of record on March 20, 2026 and May 18, 2026, respectively.  On March 6, 2026, the Company also declared a special dividend of $0.70 per share on its Common Stock, payable on April 3, 2026 to shareholders of record as of March 20, 2026. 

During the six months ended June 30, 2026, Cohen & Company Inc. received and surrendered units of the Operating LLC. The following table displays the number of units received (net of surrenders) by Cohen & Company Inc.

The Company recognized a net increase in additional paid in capital of $7,187 and a net decrease in AOCI of $120 with an offsetting decrease in non-controlling interest of $7,067 in connection with the acquisition and surrender of additional units of the Operating LLC during the six months ended June 30, 2026. The following schedule presents the effects of changes in Cohen & Company Inc.’s ownership interest in the Operating LLC on the equity attributable to Cohen & Company Inc. for the six months ended June 30, 2026 and 2025.

 

 

Equity Distribution Agreement

On February 20, 2026, the Company entered into an Equity Distribution Agreement with Northland Securities, Inc. (trade name Northland Capital Markets) (“Northland”) and Cohen Securities, as sales agents (Cohen Securities and Northland, together, the “Sales Agents”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agents, of shares of the Company’s Common Stock having an aggregate offering price of up to $75,000 (the “Shares”). Sales of the Shares, if any, under the Equity Distribution Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act, as agreed with the Sales Agents. As of June 30, 2026, $10,638 remains available to be sold prior to February 20, 2027.  

The Equity Distribution Agreement includes customary representations, warranties, and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agents may be required to make with respect to any of those liabilities. The Company will pay each Sales Agent a commission of 2.5% of the gross offering proceeds of the Shares sold through such Sales Agent pursuant to the Equity Distribution Agreement.

The offering of the Company’s Common Stock pursuant to the Equity Distribution Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Distribution Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Distribution Agreement.

During the three and six months ended June 30, 2026, the Company sold 151,315 and 188,023 shares of Common Stock, respectively, in the open market pursuant to the Equity Distribution Agreement for a total net sale price of $1,774 and $2,387, respectively.

Detail of Non-Controlling Interest

The Company has two major categories of non-controlling interest.  Convertible non-controlling interest represents the portion of the Operating LLC not owned by the Company.  The convertible non-controlling interest is exchangeable in certain circumstances into Common Stock.  Non-convertible non-controlling interest represents the portion of various subsidiaries of the Operating LLC that are not owned by the Operating LLC.  The non-convertible non-controlling interest is not exchangeable into Common Stock. 

ROLLFORWARD OF NON-CONTROLLING INTERESTS

(Dollars in Thousands)

The Operating LLC non-controlling interest is included as convertible non-controlling interest in the consolidated statement of operations.  The other components of non-controlling interest are included as non-convertible non-controlling interest in the statement of operations.  See note 21 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the Company’s non-controlling interests.

Conversion of convertible non-controlling interests

On May 1, 2026, in accordance with the Operating LLC's operating agreement, (i) Daniel G. Cohen, the Company's executive chairman, elected to redeem 1,000,000 units of membership in the Operating LLC ("LLC Units") and (ii) DGC Trust, a member of the Operating LLC, elected to redeem 5,000,000 LLC Units. Pursuant to the Operating LLC's operating agreement, the Company elected to acquire Mr. Cohen's LLC Units and DGC Trust's LLC Units in exchange for (i) 100,000 shares of the Company’s Common Stock, with respect to Mr. Cohen's LLC Units, and (ii) 500,000 shares of the Company's Common Stock with respect to DGC Trust's LLC Units, in each case calculated at an exchange ratio of one share of common stock for every ten LLC Units redeemed in accordance with the terms and provision of the Operating LLC's operating agreement. These shares were delivered to Mr. Cohen and DGC Trust, respectively, on May 15, 2026. The exchange was recorded as a reallocation between non-controlling interest and additional paid in capital with no gain or loss recognized.

Redemption of convertible non-controlling interests

On February 3, 2026, Daniel G. Cohen redeemed 463,915 LLC Units for which the Company paid to Mr. Cohen an aggregate of $905, or $1.951 per LLC Unit. These LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting, on January 31, 2026, of 1,011,000 restricted LLC Units, which had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan. On February 5, 2025, Mr. Cohen redeemed 460,679 LLC Units for which the Company paid to Mr. Cohen an aggregate of $457, or $0.991 per LLC Unit. The LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting on January 31, 2025 of 1,011,000 restricted LLC Units that had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan.

On February 3, 2026, Lester Brafman, the Company’s chief executive officer, redeemed 501,455 LLC Units for which the Company paid to Mr. Brafman an aggregate of $978, or $1.951 per LLC Unit. These LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2026, of 611,000 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan. On February 5, 2025, Mr. Brafman redeemed 502,053 LLC Units for which the Company paid to Mr. Brafman an aggregate of $498, or $0.991 per LLC Unit. The LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2025, of 610,996 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan.