Note 23 - Related Party Transactions

3 Months Ended

Mar. 31, 2026

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

23. RELATED PARTY TRANSACTIONS

Certain terms in this footnote are defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.  The Company has identified the following related party transactions for the three months ended March 31, 2026 and 2025. The transactions are listed by the related party and, unless otherwise noted in the text of the description, the amounts are disclosed in the tables at the end of this section.

A. JKD Investor 

The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse. 

Effective September 1, 2024, JKD Investor and the Operating LLC entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety and resulted in the full redemption of the redeemable financial instrument. Pursuant to the Redemption Agreement, the Company issued to JKD Investor the 2024 Note in the principal amount of $5,146. The Company elected to prepay $2,573 of the principal amount of the 2024 Note that was due on August 31, 2025 on June 30, 2025.   The interest incurred on the 2024 Note is disclosed in the table below. See notes 4 and 15.

On January 31, 2020, JKD Investor purchased $2,250 of the 2020 Notes. On January 31, 2022, the Operating LLC and JKD Investor entered into a purchase agreement, pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor the 2020 Note in the aggregate principal amount of $4,500. See note 15. The Company incurred interest expense on this debt, which is disclosed in the table below.  On January 31, 2026, the Company paid all interest accrued and principal due and payable under the 2020 Note and the 2020 Note was cancelled. See note 4.

 B. Cohen Circle, LLC ("Cohen Circle")

Cohen Circle is a related party because Daniel G. Cohen is a member of Cohen Circle.  The Company has a sublease agreement as sub-lessor for certain office space with Cohen Circle. The Company received payments under this sublease agreement, in which payments are recorded as a reduction in rent and utility expenses. This sublease agreement commenced on August 1, 2018 and has a term that automatically renews for one-year periods if not cancelled by either party upon 90 days’ notice prior to the end of the then-existing term. The income earned pursuant to this sublease agreement is included as a reduction in rent expense in the consolidated statements of income and is disclosed in the table below. 

C. Investment Vehicle and Other 

CK Capital and AOI 

CK Capital and AOI are related parties as they are equity method investments of the Company.  In December 2019, the Company acquired a 45% interest in CK Capital.  The Company purchased this interest for $18 (of which $17 was paid to an entity controlled by Daniel G. Cohen).  In addition, in December 2019, the Company also acquired a 10% interest in AOI, a real estate holding company, for $1 from entities controlled by Daniel G. Cohen.  Income earned or loss incurred by the Company on the equity method investments in CK Capital and AOI is included in the tables below.  In accordance with the CK Capital shareholders agreement, the Company may receive fees for consulting services provided by the Company to CK Capital.  Any fees earned for such consulting services are included in principal transactions and other income in the table below.  See note 11.

On March 20, 2026, the Company entered into a loan agreement with BZC Family B.V., a holding company registered in Amsterdam, The Netherlands.  BZC Family B.V. is affiliated with Betsy Cohen, the mother of Daniel G. Cohen, the Company's Executive Chairman. Subject to the loan agreement, BZC Family B.V. loaned $2,809 to the Company. The loan bears no interest and is to be repaid on the date three months after the date of the loan agreement. The loan proceeds were to be used to for a capital call relating to an AOI property.  See Note 24. 

In July 2025, the Company invested $1,156 in the CK Capital Value Fund Cooperatief U.A., a fund affiliated with CK Capital. This investment is included in other investments, at fair value in the consolidated balance sheets as of March 31, 2026.  The objective of the fund is to realize capital growth and rental income by investing in, actively managing, and adding value to office buildings in The Netherlands, and any ancillary properties and assets.

U.S. Insurance JV 

U.S. Insurance JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a management contract with the U.S. Insurance JV.  Income earned or loss incurred on the investment is included as part of principal transactions and other income in the table below.  Revenue earned on the management contract is included as part of asset management and is shown in the table below.  As of March 31, 2026, the Company owned 1.72% of the equity of the U.S. Insurance JV.

CREO JV

CREO JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a servicing contract with CREO JV.  Income earned or loss incurred on the investment is included as part of principal transactions and other income in the table below.  As of  March 31, 2026, the Company owned 7.5% of the equity of CREO JV.

D. SPAC Sponsor Entities and Other

In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founders shares of the SPAC.  The sponsor  may be organized as a single legal entity or multiple entities under common control.  In either case, the entity (or entities) is referred to in this section as the sponsor of the applicable SPAC.  The Company had the following transactions with SPACs that are considered to be related parties.  

Columbus Circle II SPAC

Columbus Circle II SPAC is a related party as it is an equity method investment of the Company.  The Company owns 26.5% of Columbus Circle II SPAC. Income earned or loss incurred on this equity method investment is included in the table below.  The Company has entered into an administrative services agreement with the Columbus Circle II SPAC.  Revenue earned by the Company from this agreement is included as part of principal transactions and other income in the table below. The Company also loaned to Columbus Circle II SPAC approximately $485 to cover expenses relating to the Columbus Circle II SPAC IPO, which was repaid in full at the closing of the Columbus Circle II SPAC IPO. The Columbus Circle II Sponsor and its affiliates, including Cohen & Company LLC, may commit to loan Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the Columbus Circle II SPAC IPO. CCM acted as the lead underwriter in the Columbus Circle II SPAC IPO and was paid $990 in 2026 for such investment banking services, which is included in the table below. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares of Columbus Circle II SPAC and 50,000 private placement warrants of Columbus Circle II SPAC exercisable at $11.50 per share. If Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from Columbus Circle II SPAC’s trust account can be used to repay the loans.

FTAC Emerald

FTAC Emerald Acquisition Corp. ("FTAC Emerald") was a SPAC.  The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") is a related party as it is an equity method investment of the Company.  On December 20, 2021, the Operating LLC entered into a letter agreement with FTAC Emerald Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Emerald Sponsor for a period not longer than 24 months.  As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC.   In February 2025, FTAC Emerald merged with Fold Holdings, Inc. (NASDAQ:FLD) and the 35,000 founders shares were reduced to an allocation of 19,775 restricted shares, which were distributed to the Company in June 2025.  

BTC Development Corp.

BTC Development Corp. is a related party because Betsy Cohen, the mother of Daniel G. Cohen, is a member of the board of directors of BTC Development Corp. Cohen Securities was the lead underwriter in BTC Development Corp.'s SPAC IPO.   Cohen Securities provided investment banking services to BTC Development Corp. and received cash and non-cash consideration. Any realized or unrealized gains and losses on the non-cash consideration received are recorded in investment banking and new issue in the table below. 

Crane Harbor Acquisition Corp. I/ Crane Harbor Acquisition Corp. II

Crane Harbor Acquisition Corp. I and Crane Harbor Acquisition Corp. II are a related parties because Edward Cohen and Jonathan Cohen, the father and brother of Daniel G. Cohen, respectively, are members of the board of directors of both Crane Harbor Acquisition Corp. I and Crane Harbor Acquisition Corp. II. Cohen Securities provided investment banking services to both entities and received cash and non-cash consideration.  The fees and any realized or unrealized gains and losses on these securities are recorded in investment banking and new issue in the table below.

Vellar Opportunities GP, LLC

On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, who is the son of the Company's executive chairman, Daniel G. Cohen, and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”).

Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4% of Vellar GP. 

Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP to Solomon Cohen and Jason Capone for an aggregate of $10.  As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Company no longer had any investment in Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025. For the three months ended March 31, 2025, the Company recorded net loss of $381, related to Vellar GP, which includes both the loss on sale and the results of operations for 2025 period prior to the sale. This amount is not included in the table below.

Pursuant to the Vellar Transition Services Agreement, in exchange for the Operating LLC’s agreement to provide certain transitional services to Vellar GP, Vellar GP agreed to (i) pay to the Operating LLC certain defined revenue share amounts up to an aggregate of $4,234 and (ii) decrease the amount that the Operating LLC had previously agreed to pay to Vellar GP  in connection with the funding of certain Vellar GP litigation expenses from $2,121 to $1,084. No revenue share has been earned or paid to date.  See note 4.

The following table displays the routine transactions recognized in the consolidated statements of operations from the identified related parties that are described above.

	Three Months Ended March 31,
	2026			2025
Investment banking and new issue
BTC Development Corp.	$	263		$	-
Columbus Circle II SPAC		991			-
Crane Harbor Acquisition I		979			-
Crane Harbor Acquisition II		365			-
	$	2,598		$	-
Asset management
CREO JV	$	88		$	151
U.S. Insurance JV		211			245
	$	299		$	396
Principal transactions and other income
CK Capital Value Fund	$	13		$	-
Columbus Circle II SPAC		15			-
CREO JV		(48	)		72
U.S. Insurance JV		49			61
	$	29		$	133
Income (loss) from equity method affiliates
Columbus Circle SPAC II	$	(698	)	$	-
Dutch Real Estate Entities		(283	)		316
Other SPAC Entities		454			2,102
	$	(527	)	$	2,418
Operating expense (income)
Cohen Circle	$	(26	)	$	(26	)
	$	(26	)	$	(26	)
Interest expense (income)
JKD Investor	$	121		$	286
	$	121		$	286

 The following related party transactions are not included in the table above.

E.  Directors and Employees

The Company has entered into employment agreements with Daniel G. Cohen and Joseph W. Pooler, Jr., the Company's chief financial officer.  The Company has entered into its standard indemnification agreement with each of its directors and executive officers. 

The Company maintains a 401(k) savings plan covering substantially all of its employees.  The Company matches 50% of employee contributions for all participants not to exceed 3% of their eligible compensation. Contributions made on behalf of the Company were $192 and $140 for the three months ended  March 31, 2026 and 2025, respectively. 

On October 1, 2024, the Company assumed the final year obligation of a three-year corporate aircraft program arrangement from the Company's Executive Chairman, Daniel G. Cohen.  The contract, which allowed for an allotted number of hours of air travel on selected aircraft, expired on September 30, 2025.  The Company utilized the air travel for general business purposes and recorded the expense in business development, occupancy, equipment in the consolidated statement of operations.  On October 1, 2025, the Company and Cohen Circle jointly entered a three-year corporate aircraft program membership agreement, with the contract term going through September 30, 2028. The arrangement allows for an allotted number of flight hours on select aircraft. During 2025, the Company paid $699 for the first year of the contract and Cohen Circle will reimburse the Company for any flight hours used for Cohen Circle business purposes. During the three months ended March 31, 2026 and 2025, the Company recognized $16 and $204, respectively, of expense on this arrangement.

From time to time, the Company purchases produce from Grand Cru Farm as a benefit to its employees.  Grand Cru Farm is owned by Daniel G. Cohen.  The Company purchased $4 and $11 from Grand Cru Farm during the three months ended  March 31, 2026 and 2025, respectively.