Note 16 - Equity

3 Months Ended

Mar. 31, 2026

Notes to Financial Statements

Shareholders' Equity and Share-Based Payments [Text Block]

16. EQUITY 

Stockholders’ Equity

Common Equity: The following table reflects the activity for the three months ended March 31, 2026 related to the number of shares of unrestricted Common Stock that the Company had issued.

	Common Stock
	Shares
December 31, 2025		1,750,055
Issuance of shares		36,708
Vesting of shares		135,251
Shares withheld for employee taxes and retired		(34,141	)
March 31, 2026		1,887,873

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 March 31, 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  March 31, 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 March 6, 2026, the Company's board of directors declared a quarterly cash dividend of $0.25 per share and a special dividend of $0.70 per share on its Common Stock, both payable on April 3, 2026 to shareholders of record as of March 20, 2026. On  March 10, 2025, 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 9, 2025 to stockholders of record on March 26, 2025. 

During the three months ended March 31, 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.

	Three Months Ended
	March 31, 2026
Issuance of shares		367,080
Issuance as equity-based compensation		1,011,100
Total		1,378,180

The Company recognized a net increase in additional paid in capital of $516 and a net decrease in AOCI of $7 with an offsetting decrease in non-controlling interest of $509 in connection with the acquisition and surrender of additional units of the Operating LLC during the three months ended March 31, 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 three months ended March 31, 2026 and 2025.

	Three Months Ended March 31,
	2026		2025
Net income / (loss) attributable to Cohen & Company Inc.	$	1,492	$	329
Increase / (decrease) in Cohen & Company Inc. paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net		516		502
Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from the non-controlling interest	$	2,008	$	831

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 CCS, as sales agents (CCS 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. In accordance with the applicable rules of the SEC, as of the date of this Current Report on Form 10-Q, the Company may sell an aggregate of up to $13,094 in Shares under the Equity Distribution Agreement. 

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 months ended March 31, 2026, the Company sold 36,708 shares of Common Stock in the open market pursuant to the Equity Distribution Agreement for a total net sale price of $614.

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)

	Operating LLC			Columbus Circle II SPAC			Other Consolidated Subsidiaries			Total
December 31, 2025	$	51,568		$	-		$	438		$	52,006
Non-controlling interest share of income (loss)		2,679			(584	)		(134	)		1,961
Other comprehensive (loss)		(55	)		-			-			(55	)
Acquisition / (surrender) of additional units of consolidated subsidiary		(509	)		-			-			(509	)
Equity-based compensation		894			-			-			894
Shares withheld for employee taxes		(443	)		-			-			(443	)
Distributions to convertible non-controlling interest of Cohen & Company Inc.		(6,016	)		-			-			(6,016	)
Redemption of convertible non-controlling interest units		(1,883	)		-			-			(1,883	)
Non-convertible non-controlling interest contributions		-			2,666			-			2,666
March 31, 2026	$	46,235		$	2,082		$	304		$	48,621

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.

Partial redemption of convertible non-controlling interests

On February 3, 2026, Daniel G. Cohen, the Company’s executive chairman, redeemed 463,915 units of membership in the Operating LLC ("LLC Units") for which the Company paid to Mr. Cohen an aggregate of $905, or $1.951 per LLC Unit. These LLC Units were so 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, Daniel G. 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, Lester 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.