Cohen & Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

INFORMATION ABOUT THE ANNUAL MEETING

April 17, 2025​

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Cohen & Company Inc., which will be held on June 4, 2025, at 10:00 a.m., Eastern Time. The annual meeting will be held entirely online. You can attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/COHN2025, where you will be able to listen to the annual meeting live, submit questions and vote. Please see the “How You May Vote” section of our proxy statement for more details regarding the logistics of the virtual meeting, including the ability of stockholders to submit questions during the annual meeting, and technical details and support related to accessing the virtual platform for the annual meeting.

We are pleased to furnish our proxy materials to most of our stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of our proxy materials and reduces the costs and environmental impact of our annual meeting. Only stockholders (also known as “record holders”) who directly owned shares of our common stock, our Series E Voting Non-Convertible Preferred Stock and/or our Series F Voting Non-Convertible Preferred Stock (collectively, our “voting preferred stock”) as of the close of business on April 10, 2025, the record date for the annual meeting, will receive paper copies of our proxy materials. On or about April 17, 2025, we will have mailed to our record holders our proxy materials and, to all of our other stockholders, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2025 proxy statement and our annual report and vote online. For those stockholders that only receive a Notice of Internet Availability of Proxy Materials, such Notice contains instructions on how you can receive a paper copy of our proxy statement and annual report.

The attached proxy statement, with the accompanying formal notice of the annual meeting, describes the matters expected to be acted upon at the annual meeting. We urge you to review these materials carefully and to take part in the affairs of our company by voting on the matters described in the proxy statement.

Your vote is very important. You may vote your shares of our common stock and/or our voting preferred stock via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card in the postage-paid envelope provided. Instructions regarding these methods of voting are contained in our proxy materials. If you attend the annual meeting online, you may continue to have your shares of our common stock and/or our voting preferred stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of our common stock and/or our voting preferred stock at the annual meeting. You may also vote your shares of our common stock and/or our voting preferred stock by voting online at the annual meeting if you do not submit a proxy.

On behalf of our management team and our Board of Directors, I would like to express our appreciation for your continued support of Cohen & Company Inc.

Sincerely,

Daniel G. Cohen

Executive Chairman

ELECTRONIC AND TELEPHONE PROXY AUTHORIZATION

Cohen & Company Inc.’s stockholders of record on the close of business on April 10, 2025, the record date for the 2025 Annual Meeting of Stockholders, may authorize their proxies to vote their shares by telephone or Internet by following the instructions in Cohen & Company Inc.’s proxy materials. If you have any questions regarding how to authorize your proxy by telephone or Internet, please call Cohen & Company Inc. Investor Relations at (215) 701-8952.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Cohen & Company Inc.:

Notice is hereby given that the annual meeting of stockholders of Cohen & Company Inc., a Maryland corporation (the “Company”), will be held on June 4, 2025, at 10:00 a.m., Eastern Time. The annual meeting will be held entirely online. You can attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/COHN2025, where you will be able to listen to the annual meeting live, submit questions and vote. To join the annual meeting, you will need to have your 16-digit control number, which is included in the Notice of Internet Availability of Proxy Materials (the “Notice”) and the proxy card which has been sent to you or, if you are a beneficial owner of shares who did not receive such control number, it may be obtained upon request to the broker, bank, or other nominee that holds your shares on your behalf. Please see the “How You May Vote” section of our definitive proxy statement in connection with the annual meeting, filed with the Securities and Exchange Commission on April 17, 2025 (the “Proxy Statement”), for more details regarding the logistics of the virtual annual meeting, including the ability of stockholders to submit questions at the annual meeting, and technical details and support related to accessing the virtual platform for the annual meeting.

The annual meeting will be held for the following purposes:

To elect five directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement;

​

To approve Amendment No. 3 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder from 1,900,000 shares to 2,500,000 shares;

​

To approve, on a nonbinding advisory basis, the compensation of the named executive officers of the Company, as disclosed in the proxy statement;

​

To vote, on a nonbinding advisory basis, on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company;

​

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

​

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

​

We are furnishing proxy materials to you electronically, via the Internet, instead of mailing printed copies of those materials to each stockholder. We believe that this process expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of our annual meeting. We have provided the Notice to our stockholders of record on April 10, 2025. The Notice contains instructions on how to access the Proxy Statement and the Company’s 2024 Annual Report over the Internet and how to vote online. The Notice also includes instructions on how you can request and receive paper copies of the Proxy Statement and Company’s 2024 Annual Report for the annual meeting should you wish to do so.

Our Board of Directors has fixed the close of business on April 10, 2025 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. Only stockholders of record of our common stock, par value $0.01 per share, our Series E Voting Non-Convertible Preferred Stock, par value $0.001 per share, and/or our Series F Voting Non-Convertible Preferred Stock, par value $0.001 per share, at the close of business on the record date will be entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof.

The Board has a contractual obligation to recommend to the Company’s stockholders the election of Daniel G. Cohen, the current Executive Chairman of the Company’s Board of Directors, to our Board of

Directors at the annual meeting, as further described in the section below entitled “Rights of Certain Stockholders to Nominate Directors” under Proposal One — Election of Directors.

Your vote is very important. Accordingly, you are asked to vote, whether or not you plan to attend the annual meeting. You may vote: (1) by telephone, by calling the toll-free number as instructed in our proxy materials; (2) over the Internet prior to the meeting, as instructed in our proxy materials; (3) by mailif you received your proxy materials by mail, by marking, signing, dating and returning the attached proxy card in the postage-paid envelope that we have provided; or (4) by attending the annual meeting over the Internet. For specific instructions on voting, please refer to our proxy materials or the information regarding the annual meeting forwarded to your broker, bank or other holder of record. Any stockholder of the Company attending the annual meeting over the Internet may vote at the annual meeting even if such stockholder has previously voted using the telephone, the Internet or a proxy card. If you plan to attend the annual meeting online to vote and your shares are registered with our transfer agent, Computershare, or in the name of a broker, bank or other nominee, you must obtain a proxy issued in your name from such broker, bank or other nominee, as described in the Proxy Statement.

By Order of the Board of Directors,

Dennis J. Crilly

Secretary

April 17, 2025