Cohen & Co Inc 2025年度报告

For the fiscal year ended December 31, 2025 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number: 001-32026 COHEN & COMPANY INC. (Exact name of registrant as specified in its charter) Maryland16-1685692(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) Cira Centre2929 Arch Street, Suite 1703Philadelphia, Pennsylvania19104(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (215) 701-9555Securities registered pursuant to Section 12(b) of the Act: Title of classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.01 per shareCOHNNYSE AMERICAN STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ Accelerated filer☐Smaller Reporting 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June 30, 2025, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $14.2 million. Asof February 27, 2026, there were 2,448,559 shares of Common Stock of Cohen & Company Inc. outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. COHEN & COMPANY INC. TABLE OF CONTENTS PART IBusiness. Risk Factors.Unresolved Staff Comments.CybersecurityProperties.Legal Proceedings.Mine SafetyDisclosures. Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.68Item 6.Selected Financial Data.69Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.70Item 7A.Quantitative and Qualitative Disclosures About Market Risk.122Item 8.Financial Statements and SupplementaryData.124Item 9.Changes in and Disagreements with Accountants on Accountingand Financial Disclosure.124Item 9A.Controls and Procedures.124Item 9B.Other Information.125Item 9C.Disclosure RegardingForeign Jurisdictions that Prevent Inspections125 PART III Item 10.Directors, Executive Officers and Corporate Governance.126Item 11.Executive Compensation.126Item 12.SecurityOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters.126Item 13.Certain Relationships and Related Transactions, and Director Independence.127Item 14.Principal AccountingFees and Services.127 PART IV Item 15.Exhibit and Financial Statement Schedules.Item 16.Form 10-K Su