Cohen & Co Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-04.
0001437749-25-024506
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001437749-25-033482
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 275 previous paragraphs and 280 current paragraphs.
195 unchanged; 67 reworded; 17 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 42 previous and 44 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
During the nine months ended September 30, 2025, we received all required consents with respect to the MTA Closing, and all of the MTA Closings were consummated. No further MTA Closings will occur. We recorded a gain of $2,734, which represented the sale price of $3,500 less offsets of $766, which represented management fees received by us subsequent to March 1, 2025.
Current report
The following table shows the cash and non-cash portion of new issue and advisory revenue:
Current report
When CCM receives common stock in exchange for services, the non-cash revenue recorded equals the fair value of the stock received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the stock until the stock is finally liquidated. Such gains or losses are recorded as a component of principal transactions and are shown separately in the table immediately below in the section:*Capital Markets principal transactions.*Unless the financial instruments received have been fully liquidated, CCM may experience further gains and losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.
Current report
Operating expenses increased by $79,885, or 126%, to $143,462 for the nine months ended September 30, 2025, as compared to $63,577 for the nine months ended September 30, 2024. Each line item is discussed in more detail below.
Current report
During the nine months ended September 30, 2025, we received all required consents, and all of the sales were closed. We recorded a gain of $2,734, which represented the sale price of $3,500 less offsets of $766, which represented management fees received by us subsequent to March 1, 2025.
Current report
For the Nine Months Ended September 30, 2025
Current report
For the Nine Months Ended September 30, 2024
Current report
The following table shows the cash and non-cash portion of new issue and advisory revenue:
Current report
When CCM receives common stock in exchange for services, the non-cash revenue recorded equals the fair value of the stock received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the stock until the stock is finally liquidated. Such gains or losses are shown are recorded as a component of principal transactions and are shown separately in the table immediately below in the section:*Capital Markets principal transactions.*Unless the financial instruments received have been fully liquidated, CCM may experience further gains or losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.
Current report
Operating expenses increased by $37,980, or 155%, to $62,453 for the three months ended September 30, 2025, as compared to $24,473 for the three months ended September 30, 2024. Each line item is discussed in more detail below.
Current report
During the nine months ended September 30, 2025, we received all required consents, and all of the sales were closed. During the nine months ended September 30, 2025, we recorded a gain of $2,734, which represented the sale price of $3,500 less offsets of $766, which represented management fees received by us subsequent to March 1, 2025. Of that gain of $2,734, $837 was recorded in the three months ended June 30, 2025, as a result of the closing of the Alesco Preferred Funding V and VIII sales, and $1,897 was recorded in the three months ended September 30, 2025, as a result of the closing of the Alesco Preferring Funding III, IV, and VI sales.
Current report
Income / (loss) from equity method affiliates decreased by $11,980 to ($12,663) for the three months ended September 30, 2025, as compared to ($683) for the three months ended September 30, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current report
Nine Months Ended September 30, 2025
Current report
Nine Months Ended September 30, 2024
Current report
In July 2025, the FASB issued ASU 2025-05,*Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.*The amendments provide all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The ASU is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available issuance. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Current report
In September 2025, the FASB issued ASU 2025-06,* Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*. The amendments in this ASU require that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). In evaluating the probable-to complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Current report
In September 2025, the FASB issued ASU 2025-07,*Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.*The ASU clarifies derivative scope exceptions for certain contracts with underlings that are based on the operations or activities of one of the parties to the contract. The ASU also clarifies the applicability of ASC Topic 606, Revenue from Contracts with Customers, and its interaction with other ASC Topics (including ASC Topic 815 on derivatives and hedging and ASC Topic 321 on equity securities), in the accounting for share-based noncash consideration (such as warrants or shares) received from a customer for the transfer of goods or services. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
Removed paragraphs (12)
Previous report
Pursuant to the MTA, Hildene has agreed to assume our obligations under the Assigned CDO Agreements to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing of such Assigned CDO Agreement (collectively, the “Assumed Liabilities”). We have agreed to retain our liabilities, obligations, and commitments arising under the Assigned CDO Agreements with respect to any period prior to the Closing of such Assigned CDO Agreement (the “Retained Liabilities”).
Previous report
Pursuant to the MTA, the aggregate base purchase price for the Assigned Assets is $3,500 (the “Aggregate Base Purchase Price”). The Aggregate Base Purchase Price has been allocated among the Assigned Assets by CDO Agreement. Pursuant to the MTA, if we receive any management fees pursuant to a CDO Agreement during the period from March 1, 2025 through the date of the Closing relating to such CDO Agreement, then the Aggregate Base Purchase Price and allocated purchase price relating to such CDO Agreement will each be reduced, dollar for dollar, by the amount of such management fees so received by us.
Previous report
During the six months ended June 30, 2025, we recorded the sale of the CDO Agreements of Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125, which amount was reduced by $288 in accordance with the terms and conditions of the MTA as a result of management fees received by us after March 1, 2025. Therefore, we recorded a gain of $837 during the six months ended June 30, 2025 in connection with the sale of such CDO Agreements. We have not yet received consent relating to the sale of the CDO Agreements for Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd., which are expected to have a total purchase price of $2,375. As of June 30, 2025, we have received management fees of $365 related to these three CDO Agreements. Accordingly, in accordance with the terms and conditions of the MTA, the maximum total gain to be recognized by us on these three contracts, if consents to sell the same are received, would be $2,010 as of June 30, 2025. This amount will be reduced further by any management fees received on these contracts subsequent to June 30, 2025. Pursuant to the MTA, there is a deadline of August 15, 2025 (including extensions) by which to receive the required consents to sell the remaining three CDO Agreements. If such consents are not received on one or more of such CDO Agreements, we will continue to serve as collateral manager of Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd.
Previous report
Operating expenses increased by $41,905, or 107%, to $81,009 for the six months ended June 30, 2025, as compared to $39,104 for the six months ended June 30, 2024. Each line item is discussed in more detail below.
Previous report
During the six months ended June 30, 2025, we recorded the sale of the CDO Agreements of Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125, which amount was reduced by $288 in accordance with the terms and conditions of the MTA as a result of management fees received by us after March 1, 2025. Therefore, we recorded a gain of $837 during the six months ended June 30, 2025 in connection with the sale of such CDO Agreements. We have not yet received consent relating to the sale of the CDO Agreements for Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd., which are expected to have a total purchase price of $2,375. As of June 30, 2025, we have received management fees of $365 related to these three CDO Agreements. Accordingly, in accordance with the terms and conditions of the MTA, the maximum total gain to be recognized by us on these three contracts, if consents to sell the same are received, would be $2,010 as of June 30, 2025. This amount will be reduced further by any management fees received on these contracts subsequent to June 30, 2025. Pursuant to the MTA, there is a deadline of August 15, 2025 (including extensions) by which to receive the required consents to sell the remaining three CDO Agreements. If such consents are not received on one or more of such CDO Agreements, we will continue to serve as collateral manager of Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd.. and Alesco Preferred Funding VI, Ltd.
Previous report
For the Six Months Ended June 30, 2025
Previous report
For the Six Months Ended June 30, 2024
Previous report
Operating expenses increased by $35,211, or 205%, to $52,376 for the three months ended June 30, 2025, as compared to $17,165 for the three months ended June 30, 2024. Each line item is discussed in more detail below.
Previous report
During the six months ended June 30, 2025, we recorded the sale of the CDO Agreements of Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for a total purchase price of $1,125, which amount was reduced by $288 in accordance with the terms and conditions of the MTA as a result of management fees received by us after March 1, 2025. Therefore, we recorded a gain of $837 during the six months ended June 30, 2025 in connection with the sale of such CDO Agreements. We have not yet received consent relating to the sale of the CDO Agreements for Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd., which are expected to have a total purchase price of $2,375. As of June 30, 2025, we have received management fees of $365 related to these three CDO Agreements. Accordingly, in accordance with the terms and conditions of the MTA, the maximum total gain to be recognized by us on these three contracts, if consents to sell the same are received, would be $2,010 as of June 30, 2025. This amount will be reduced further by any management fees received on these contracts subsequent to June 30, 2025. Pursuant to the MTA, there is a deadline of August 15, 2025 (including extensions) by which to receive the required consents to sell the remaining three CDO Agreements. If such consents are not received on one or more of such CDO Agreements, we will continue to serve as collateral manager of Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd.
Previous report
Income / (loss) from equity method affiliates increased by $4,559 to ($1,437) for the three months ended June 30, 2025, as compared to ($5,996) for the three months ended June 30, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous report
Six Months Ended June 30, 2025
Previous report
Six Months Ended June 30, 2024
Reworded paragraphs (67)
Previous wording
A portion of our revenue is generated from new issue and advisory engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and new issue and advisory services in the U.S. through our subsidiary Cohen Securities. A division of Cohen Securities, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations. Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as from originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our a CREO JV.
Current wording
A portion of our revenue is generated from new issue and advisory engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and new issue and advisory services in the U.S. through our subsidiary Cohen Securities. A division of Cohen Securities, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets. Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations. Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as from originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and our CREO JV.
Previous wording
A portion of our revenue is generated from management fees. Our ability to charge management fees and the amount of those fees is dependent upon the underlying investment performance and stability of the Investment Vehicles. If these types of investments do not provide attractive returns to investors, the demand for such instruments will likely fall, thereby reducing our opportunity to earn new management fees or maintain existing management fees. As of June 30, 2025, 41% of our existing AUM were in CDOs. The creation of CDOs has depended upon a vibrant securitization market. Since 2008, volumes within the securitization market have dropped significantly and have not fully recovered since that time. We have not completed a new securitization since 2008. The remaining portion of our AUM is from a diversified mix of other Investment Vehicles most of which were more recently formed. See recent events below for discussion of our recent sale of CDO asset management contracts.
Current wording
A portion of our revenue is generated from management fees. Our ability to charge management fees and the amount of those fees is dependent upon the underlying investment performance and stability of the Investment Vehicles. If these types of investments do not provide attractive returns to investors, the demand for such instruments will likely fall, thereby reducing our opportunity to earn new management fees or maintain existing management fees.
Previous wording
In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. Beginning in 2019, these SPAC activities have become a significant portion of our Principal Investing business segment. In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than Vellar GP, redeemed all of their interests in the SPAC Fund. In February 2025, we sold our interest in Vellar GP.
Current wording
In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than Vellar GP, redeemed all of their interests in the SPAC Fund. In February 2025, we sold our interest in Vellar GP.
Previous wording
Our CCM business is also heavily concentrated in the SPAC Market with many of its clients being SPACs or former SPACs. In addition to earning new issue and advisory revenue in these engagements, we sometimes receive financial instruments as part of our compensation, and this increases our investment in SPACs and former SPACs.
Current wording
Our CCM business is also heavily concentrated in the SPAC market with many clients being SPACs or former SPACs. In addition to earning new issue and advisory revenue in these engagements, we sometimes receive financial instruments as part of our compensation, and this increases our investment in SPACs and former SPACs.
Previous wording
Equity prices of SPACs and post business combination SPACs are volatile. We are exposed to public equity prices of SPACs and post business combination SPACs both through our other investments, at fair value and investments in equity method affiliates. As a result, we may recorded significant principal transaction losses and equity method losses from time to time.
Current wording
Equity prices of SPACs and post business combination SPACs are volatile. We are exposed to public equity prices of SPACs and post business combination SPACs both through our other investments, at fair value and investments in equity method affiliates. As a result, we may record significant principal transaction losses and equity method losses from time to time.
Previous wording
During 2022 and 2023, the U.S. Federal Reserve began a process of raising the federal funds rate and quantitative tightening to address rising inflation. In the second half of 2024, the US Federal Reserve reduced interest rates for the first time in several years. It is unclear as to whether or how quickly interest rates will continue to decline. However, for most of the periods presented herein, rates were rising or elevated versus historical lows, which negatively impacted our business in several ways:
Current wording
For most of the periods presented herein, interest rates were elevated versus historical lows, which negatively impacted our business in several ways:
Previous wording
On May 19, 2025, Columbus Circle Capital Corp I (NASDAQ: CCCMU) (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.
Current wording
On May 19, 2025, Columbus Circle Capital Corp I (NASDAQ: BRR) (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.
Previous wording
Certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is 2,101,666, but such number of founder shares will not be finally and definitively determined until the consummation of a Business Combination.
Current wording
Certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is 2,151,666, but such number of founder shares will not be finally and definitively determined until the consummation of a Business Combination.
Previous wording
On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), and ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement").
Current wording
On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement").
Previous wording
As disclosed above, the Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Further, certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined unless and until consummation of the Business Combination (the “Closing”). The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is approximately 2,101,666, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. If the Closing occurs, each founder share held by the Columbus Circle Sponsor, including those allocated to the Operating LLC, will be converted into one share of common stock in ProCap Financial.
Current wording
As disclosed above, the Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Further, certain non-controlling interests in the Columbus Circle Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle Sponsor, either directly or indirectly, and have an interest in the Columbus Circle SPAC’s founder shares through such membership interests in the Columbus Circle Sponsor. The number of the Columbus Circle SPAC’s founders shares in which such non-controlling interests in the Columbus Circle Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle Sponsor will not be finally and definitively determined unless and until consummation of the Business Combination (the “Business Combination Closing”). The number of the Columbus Circle SPAC’s founder shares currently allocated to the Operating LLC is approximately 2,151,666, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. If the Business Combination Closing occurs, each founder share held by the Columbus Circle Sponsor, including those allocated to the Operating LLC, will be converted into one share of common stock in ProCap Financial.
Previous wording
The MTA contemplates multiple closings following the date of the MTA (each a “Closing”), with each Closing to occur following the satisfaction of the conditions to Closing for the assignment of each CDO Agreement pursuant to the MTA (each CDO Agreement assigned at any Closing, an “Assigned CDO Agreement” and collectively, the “Assigned CDO Agreements”). The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO.
Current wording
The MTA contemplated multiple closings following the date of the MTA (each an “MTA Closing”), with each MTA Closing to occur following the satisfaction of the conditions to MTA Closing for the assignment of each CDO Agreement pursuant to the MTA. The most significant condition outside of our and Hildene's control was consent of the preferred security holders of each CDO.
Previous wording
Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP to each of 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, we 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. In the first quarter of 2025, we recorded a loss on sale of $836, which is included as component of principal transactions and other income in our consolidated statement of operations.
Current wording
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, we 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. In the first quarter of 2025, we recorded a loss on sale of $836, which is included as component of principal transactions and other income in our consolidated statement of operations.
Previous wording
Effective September 1, 2024,we entered into a redemption agreement with the JKD Investor (the “Redemption Agreement”), pursuant to which the Operating LLC redeemed the JKD Investment Agreement in its entirety. As of September 1, 2024, the investment balance of the JKD Investment Agreement was $7,719. Pursuant to the Redemption Agreement, we (i) paid $2,573 of the investment balance in cash and (ii) issued a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146, representing the remaining balance payable under the JKD Investment Agreement. The 2024 Note bears interest at 12% and its principal was to be repaid as follows: (i) $2,573 of the principal amount was to be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026. The 2024 Note may, with at least 31 days’ prior written notice to the holder of the 2024 Note, be prepaid in whole or in part at any time without penalty or premium. We prepaid the $2,573 of the principal amount that was otherwise due under the 2024 Note on August 31, 2025 during the three months ended June 30, 2025. See note 15.
Current wording
Effective September 1, 2024, we entered into a redemption agreement with the JKD Investor (the “Redemption Agreement”), pursuant to which the Operating LLC redeemed the JKD Investment Agreement in its entirety. As of September 1, 2024, the investment balance of the JKD Investment Agreement was $7,719. Pursuant to the Redemption Agreement, we (i) paid $2,573 of the investment balance in cash and (ii) issued a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146, representing the remaining balance payable under the JKD Investment Agreement. The 2024 Note bears interest at 12% and its principal was to be repaid as follows: (i) $2,573 of the principal amount was to be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026. The 2024 Note may, with at least 31 days’ prior written notice to the holder of the 2024 Note, be prepaid in whole or in part at any time without penalty or premium. We prepaid the $2,573 of the principal amount that was otherwise due under the 2024 Note on August 31, 2025 on June 30, 2025. See note 15.
Previous wording
SixMonths Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current wording
NineMonths Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous wording
The following table sets forth information regarding our consolidated results of operations for the six months ended June 30, 2025 and 2024.
Current wording
The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2025 and 2024.
Previous wording
Revenues increased by $59,249, or 202%, to $88,611for the six months ended June 30, 2025, as compared to $29,362 for the six months ended June 30, 2024. Each line item is discussed below in more detail.
Current wording
Revenues increased by $111,767, or 183%, to $172,824 for the nine months ended September 30, 2025, as compared to $61,057 for the nine months ended September 30, 2024. Each line item is discussed below in more detail.
Previous wording
Net trading revenue increased by $1,322 to $19,968 for the six months ended June 30, 2025, as compared to $18,646 or the six months ended June 30, 2024. The following table shows the detail by trading group.
Current wording
Net trading revenue increased by $6,066 to $33,528 for the nine months ended September 30, 2025, as compared to $27,462 for the nine months ended September 30, 2024. The following table shows the detail by trading group.
Previous wording
Asset management fees decreased by $607 to $4,188 for the six months ended June 30, 2025, as compared to $4,795 for the six months ended June 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Current wording
Asset management fees decreased by $806 to $6,136 for the nine months ended September 30, 2025, as compared to $6,942 for the nine months ended September 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Previous wording
Asset management fees from CDOs declined because of continued principal paydowns of assets in the CDOs. The sale of the Alesco V and Alesco VIII CDO Agreements closed in July 2025. During the six months ended June 30, 2025, we earned a total of $269 in revenue from these two contracts. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Asset management fees from other decreased primarily due to the recognition in 2024 of deferred performance fees related to a certain PriDe Fund.
Current wording
Asset management fees from CDOs declined primarily due to the sale of the Alesco III, Alesco IV, Alesco V, Alesco VI, and Alesco VIII CDO Agreements, which closed during the 2025 period. During the nine months ended September 30, 2025 and 2024, we earned a total of $737 and $990 in revenue from these contracts, respectively. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Asset management fees from other decreased primarily due to the recognition in 2024 of deferred performance fees related to a certain PriDe Fund.
Previous wording
New issue and advisory revenue increased by $39,762 to $70,650 for the six months ended June 30, 2025, as compared to $30,888 for the six months ended June 30, 2024. Nearly all of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Current wording
New issue and advisory revenue increased by $245,311 to $298,658 for the nine months ended September 30, 2025, as compared to $53,347 for the nine months ended September 30, 2024. Nearly all of the new issue and advisory revenue recognized in both periods resulted from CCM's activities.
Previous wording
CCM, a division of Cohen Securities, is our full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services. In addition, we sometimes generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our PriDe Funds in Europe.
Current wording
CCM, a division of Cohen Securities, is our full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services. In addition, we sometimes generate new issue revenue by originating new assets for the U.S. Insurance JV, CREO JV, and our European PriDe Funds.
Previous wording
Principal transactions and other income (loss) increased by $18,772 to ($6,195) for the six months ended June 30, 2025, as compared to ($24,967) for the six months ended June 30, 2024. The following table summarizes principal transactions and other income by category.
Current wording
Principal transactions and other income (loss) decreased by $138,804 for the nine months ended September 30, 2025, to ($165,498) as compared to ($26,694) for the nine months ended September 30, 2024. The following table summarizes principal transactions and other income by category.
Previous wording
We have engaged in several SFA transactions. In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company. Both the interest in the public company and the offsetting derivative are carried at fair value. The amounts shown in the table above represent the net change in fair value recorded during the periods presented. The interests we hold in SFA Counterparties are included as a component of other investments, at fair value. The derivatives are included as a component of other investments sold, not yet purchased, at fair value. Most our SFA transactions were undertaken in Vellar GP. We sold our interest in Vellar GP during the six months ended June 30, 2025.
Current wording
We have engaged in several SFA transactions. In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company. Both the interest in the public company and the offsetting derivative are carried at fair value. The amounts shown in the table above represent the net change in fair value recorded during the periods presented. The interests we hold in SFA Counterparties are included as a component of other investments, at fair value. The derivatives are included as a component of other investments sold, not yet purchased, at fair value. Most our SFA transactions were undertaken in Vellar GP. We sold our interest in Vellar GP during the nine months ended September 30, 2025.
Previous wording
Other income / (loss) is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $9,276 in connection with this revenue share arrangement.
Current wording
Other income / (loss) is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $9,863 in connection with this revenue share arrangement.
Previous wording
Compensation and benefits increased by $40,451, or 158%, to $65,989, for the six months ended June 30, 2025, as compared to $25,538 for the six months ended June 30, 2024.
Current wording
Compensation and benefits increased by $76,220, or 175%, to $119,673, for the nine months ended September 30, 2025, as compared to $43,453 for the nine months ended September 30, 2024.
Previous wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenues. Our total headcount was 118 at June 30, 2025 and 121 at June 30, 2024. Equity-based compensation remained relatively unchanged.
Current wording
Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenues. Our total headcount was 124 at September 30, 2025 and 113 at September 30, 2024. Equity-based compensation remained relatively unchanged.
Previous wording
Business development, occupancy, and equipment increased by $785, or 26%, to $3,817 or thesix months ended June 30, 2025, as compared to $3,032 for thesix months ended June 30, 2024. This increase was comprised of an increase in occupancy and equipment of $8, and an increase in business development of $777.
Current wording
Business development, occupancy, and equipment increased by $1,259, or 27%, to $5,858 or thenine months ended September 30, 2025, as compared to $4,599 for thenine months ended September 30, 2024. This increase was comprised of an increase in occupancy and equipment of $79, and an increase in business development of $1,180.
Previous wording
Subscriptions, clearing, and execution increased by $203, or 5%, to $4,506 for thesix months ended June 30, 2025, as compared to $4,303 for thesix months ended June 30, 2024. The increase was comprised of an increase in subscriptions and dues of $493, partially offset by a decrease in clearing and execution of $290.
Current wording
Subscriptions, clearing, and execution increased by $283, or 4%, to $7,277 for thenine months ended September 30, 2025, as compared to $6,994 for thenine months ended September 30, 2024. The increase was comprised of an increase in subscriptions and dues of $474, partially offset by a decrease in clearing and execution of $191.
Previous wording
Professional fees and other operating expenses increased by $371, or 6%, to $6,353 for thesix months ended June 30, 2025, as compared to $5,982 for thesix months ended June 30, 2024. The increase was comprised of an increase in professional fees of $8, and an increase in other operating expense of $363.
Current wording
Professional fees and other operating expenses increased by $1,989, or 24%, to $10,127 for thenine months ended September 30, 2025, as compared to $8,138 for thenine months ended September 30, 2024. The increase was comprised of an increase in professional fees of $1,418, and an increase in other operating expense of $571.
Previous wording
Depreciation and amortization increased by $95, or 38%, to $344 for the six months ended June 30, 2025, as compared to $249 for the six months ended June 30, 2024.
Current wording
Depreciation and amortization increased by $134, or 34%, to $527 for the nine months ended September 30, 2025, as compared to $393 for the nine months ended September 30, 2024.
Previous wording
Interest expense, net decreased by $147 to $2,944 for the six months ended June 30, 2025, as compared to $3,091 for the six months ended June 30, 2024.
Current wording
Interest expense, net decreased by $69 to $4,416 for the nine months ended September 30, 2025, as compared to $4,347 for the nine months ended September 30, 2024.
Previous wording
Income / (loss) from equity method affiliates decreased by $22,068 to $981 for the six months ended June 30, 2025, as compared to $23,049 for the six months ended June 30, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Current wording
Income / (loss) from equity method affiliates decreased by $34,048 to ($11,682) for the nine months ended September 30, 2025, as compared to $22,366 for the nine months ended September 30, 2024. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
Income tax expense / (benefit) increased by $617 to $910 for the six months ended June 30, 2025, as compared to $293 for the six months ended June 30, 2024.
Current wording
Income tax expense / (benefit) increased by $1,208 to $1,643 for the nine months ended September 30, 2025, as compared to $435 for the nine months ended September 30, 2024.
Previous wording
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the six months ended June 30, 2025, Cohen & Company Inc. owned 29.5% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 70.5% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.
Current wording
Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the nine months ended September 30, 2025, Cohen & Company Inc. owned 29.5% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 70.5% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.
Previous wording
Net income / (loss) attributable to the non-convertible non-controlling interest for the six months ended June 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us therein for the relevant periods. These interests are not convertible into Common Stock.
Current wording
Net income / (loss) attributable to the non-convertible non-controlling interest for the nine months ended September 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us therein for the relevant periods. These interests are not convertible into Common Stock.
Previous wording
Net income / (loss) attributable to the convertible non-controlling interest for the six months ended June 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
Net income / (loss) attributable to the convertible non-controlling interest for the nine months ended September 30, 2025 and 2024 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Previous wording
Revenues increased by $49,073, or 454%, to $59,871 for the three months ended June 30, 2025, as compared to $10,798 for the three months ended June 30, 2024. Each line item is discussed below in more detail.
Current wording
Revenues increased by $52,518, or 166%, to $84,213 for the three months ended September 30, 2025, as compared to $31,695 for the three months ended September 30, 2024. Each line item is discussed below in more detail.
Previous wording
Net trading revenue increased by $1,959, or 22%, to $10,757 for the three months ended June 30, 2025, as compared to $8,798 for the three months ended June 30, 2024. The following table shows the detail by trading group.
Current wording
Net trading revenue increased by $4,744, or 54%, to $13,560 for the three months ended September 30, 2025, as compared to $8,816 for the three months ended September 30, 2024. The following table shows the detail by trading group.
Previous wording
Asset management fees increased by $90, or 4%, to $2,168 for the three months ended June 30, 2025, as compared to $2,078 for the three months ended June 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Current wording
Asset management fees decreased by $199, or 9%, to $1,948 for the three months ended September 30, 2025, as compared to $2,147 for the three months ended September 30, 2024, as discussed in more detail below. The following table provides a more detailed comparison of the two periods.
Previous wording
Asset management fees from CDOs declined because of continued principal paydowns of assets in the CDOs. The sale of the Alesco V and Alesco VIII CDO Agreements closed in July 2025. During the three months ended June 30, 2025, we earned a total of $124 in revenue from these two contracts. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Asset management fees from other increased primarily due to increases in fees earned in the PriDe Funds.
Current wording
Asset management fees from CDOs declined primarily due to the sale of the Alesco III, Alesco IV, Alesco V, Alesco VI, and Alesco VIII CDO Agreements, which closed in 2025. During the three months ended September 30, 2025 and 2024, we earned a total of $114 and $328 in revenue from these contracts. As a result of the sale, asset management revenue from CDOs will decline in future quarters. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Asset management fees from other increased primarily due to increases in fees earned in the PriDe Funds.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. These SPAC activities have become a significant portion of our Principal Investing business segment.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the six months ended June 30, 2024, we had $3,567 in non convertible non-controlling interests distributions. Otherwise, we had no financing transactions in excess of $1,000 during the six months ended June 30, 2024 excluding dividends paid on Common Stock, the pro rata distributions made to the convertible non-controlling interest, and non-cash items.