Cohen & Co Inc.

Notes to Consolidated Financial Statements

(Dollars in Thousands, except share and per share information)

(Unaudited) 

1. ORGANIZATION AND NATURE OF OPERATIONS

Organizational History

Cohen Brothers, LLC (“Cohen Brothers”) was formed on* October7,* 2004 by Cohen Bros. Financial, LLC (“CBF”). Cohen Brothers was established to acquire the net assets of CBF’s subsidiaries (the “Formation Transaction”): Cohen Bros. & Company Inc.; Cohen Frères SAS; Dekania Investors, LLC; Emporia Capital Management, LLC; and the majority interest in Cohen Bros. & Toroian Investment Management, Inc. The Formation Transaction was accomplished through a series of transactions occurring between* March4,* 2005 and* May**31,* 2005.

From its formation until* December16,* 2009, Cohen Brothers operated as a privately owned limited liability company. On* December16,* 2009, Cohen Brothers completed its merger (the “AFN Merger”) with a subsidiary of Alesco Financial Inc. (“AFN”), a publicly traded real estate investment trust ("REIT").

As a result of the AFN Merger, AFN contributed substantially all of its assets into Cohen Brothers in exchange for newly issued units of membership interests directly from Cohen Brothers. In addition, AFN received additional Cohen Brothers membership interests directly from its members in exchange for AFN common stock. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the AFN Merger was accounted for as a reverse acquisition, and Cohen Brothers was deemed to be the accounting acquirer. As a result, all of AFN’s assets and liabilities were required to be revalued at fair value as of the acquisition date. The remaining units of membership interests of Cohen Brothers that werenot held by AFN were included as a component of non-controlling interest in the consolidated balance sheets.

Subsequent to the AFN Merger, AFN was renamed Cohen & Company Inc. In* January 2011,it was renamed again as Institutional Financial Markets, Inc. (“IFMI”) and on September 1, 2017it was renamed again as Cohen & Company Inc. Effective January**1,* 2010, the Company ceased to qualify as a REIT.

The Company

The Company is a financial services company specializing in an expanding range of capital markets and asset management services. As of* September 30, 2025*, the Companyhad $1.4 billion in assets under management (“AUM”).

In these financial statements, the “Company” refers to Cohen & Company Inc. and its subsidiaries on a consolidated basis. Cohen & Company, LLC or the “Operating LLC” refers to the main operating subsidiary of the Company. “Cohen Brothers” refers to the pre-AFN Merger Cohen Brothers, LLC and its subsidiaries. “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries. When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself. “Cohen Securities” refers to Cohen & Company Securities, LLC, a wholly owned broker-dealer subsidiary of Cohen & Company Securities Holdings, L.P (“Cohen Securities Holdings”). Cohen Securities Holdings is a wholly owned subsidiary of the Operating LLC. Prior to* July 1, 2025,*Cohen & Company Securities, LLC was known as J.V.B. Financial Group, LLC. "CCFESA" refers to Cohen & Company Financial (Europe) S.A., a consolidated subsidiary regulated by the Autorite de Controle Prudentiel et de Resolution ("ACPR") in France. "CCM," a division of Cohen Securities, refers to Cohen & Company Capital Markets, the Company's full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services.

The Company’s business is organized into the following three business segments.

Capital Markets: The Company’s Capital Markets business segment consists primarily of fixed income sales, trading, underwriting, gestation repo financing, new issue placements in corporate and securitized products, and advisory services. The Company’s fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including butnot limited to: corporate bonds, asset backed securities (“ABS”), mortgage-backed securities (“MBS”), residential mortgage-backed securities (“RMBS”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments. In addition to these fixed income activities, the Company has a SPAC equity trading group. The Company operates its capital markets activities primarily through its subsidiaries: Cohen Securities in the United States and CCFESA in Europe. A division of Cohen Securities, CCM is the Company's full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services. The Company's Capital Markets business segment also includes unrealized and realized gains and losses on its other investments, at fair value and other investments sold,not yet purchased, at fair value that were acquired as part of its CCM business.

Asset Management: The Company’s Asset Management business segment manages assets within collateralized debt obligations ("CDOs"), managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. The Company’s Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.

Principal Investing: The Company’s Principal Investing business segment is comprised of investments that the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support the Company’s trading and other Capital Markets business segment activities. These investments are included in the Company’s other investments, at fair value; other investments sold,not yet purchased; and investments in equity method affiliates in the Company’s consolidated balance sheets.

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The Company generates its revenue by business segment primarily through the following activities.

Capital Markets

Asset Management

Principal Investing

2. BASIS OF PRESENTATION

The financial statements of the Company included herein were prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim month periods. All intercompany accounts and transactions have been eliminated in consolidation. The results for thenine months ended* September 30, 2025and2024* arenot necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*.

The Company’s management has evaluated subsequent events through the date of issuance of the Consolidated Financial Statements included herein. There have beenno subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form10-Q or would be required to be recognized in the Consolidated Financial Statements as of and for thethree andnine months ended* September 30, 2025*.

Capitalized terms used herein without definition have the meanings ascribed to them in the Annual Report on Form10-K for the year ended* December 31, 2024*.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Adoption of New Accounting Standards

In* August**2020,* the FASB issued ASU2020-06, Debt—Debt with Conversion and Other Options (Subtopic470*-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.* This ASU simplifies accounting for convertible instruments by removing major separation models currently required. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The Company's adoption of the provisions of ASU2020-06, effective* January 1, 2024,didnot* have an effect on the Company’s consolidated financial statements.

In* June 2022,the FASB issued ASU2022*-03, Fair Value Measurement (Topic820*): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*. The amendments clarify that a contractual restriction on the sale of an equity security isnot considered part of the unit of account of the equity security and, therefore, isnot considered in measuring fair value. Early adoption is permitted. The Company's adoption of the provisions of ASU2022-03, effective* January 1, 2024,didnot* have an effect on the Company’s consolidated financial statements.

In* March 2023,the FASB issued ASU2023*-02,* Investments—Equity Method and Joint Ventures (Topic323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits. The Company's adoption of the provisions of ASU2023*-02, effective* January 1, 2024,didnot* have an effect on the Company’s consolidated financial statements.

In* August 2023,the FASB issued ASU2023*-05, Business Combinations— Joint Venture Formations (Subtopic805*-60): Recognition and Initial Measurement.The ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB Accounting Standards Codification Master Glossary. The amendments in the ASU require that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. The Company's adoption of the provisions of ASU2023*-05, effective* January 1, 2025,didnot* have an effect on the Company’s consolidated financial statements.

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures.* The amendments in this ASU are designed to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted ASU2023-07 during the year ended* December 31, 2024.*

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740**). The amendments in this ASU address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company's adoption of the provisions of ASU2023-09, effective* January 1, 2025,didnot* have an effect on the Company’s consolidated financial statements.

In* March 2024,the FASB issued ASU2024*-01, Compensation—Stock Compensation (Topic718*): Scope Application of Profits Interest and Similar Awards*. The ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for as share-based payment arrangements in accordance with FASB Accounting Standards Codification (FASB ASC)718, Compensation-Stock Compensation. The Company's adoption of the provisions of ASU2024-01, effective* January 1, 2025,didnot* have an effect on the Company’s consolidated financial statements.

In* March 2024,the FASB issued ASU2024*-02, Codification Improvements — Amendments to Remove References to the Concepts Statements.The ASU amends the Codification to remove references to various concepts statements. In most instances, the references are extraneous andnot required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The Company's adoption of the provisions of ASU2024-02, effective* January 1, 2025,didnot* have an effect on the Company’s consolidated financial statements.

In* March 2025,the FASB issued ASU2025*-02, Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting BulletinNo.* 122, which amends an SEC paragraph noted in the Codification pursuant to the issuance of SEC Staff Accounting BulletinNo.* 122, which removes the text of SAB Topic5 FF, Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users. The ASU is effective immediately. The Company's adoption of the provisions of ASU2024-02, effective* January 1, 2025,didnot* have an effect on the Company’s consolidated financial statements.

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B. Recent Accounting Developments

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic220*-40):* Disaggregation of Income Statement Expenses.The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026and interim reporting periods beginning after* December 15, 2027,which was clarified in ASU2025*-01. The Company is currently evaluating the new guidance to determine the impact it* may*have on its consolidated financial statements.

In* November 2024,the FASB issued ASU2024*-04, Debt—Debt with Conversion and Other Options (Subtopic470*-20): Induced Conversions of Convertible Debt Instruments,* which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for annual reporting periods beginning after* December 15, 2025,and interim periods within those annual periods. The Company is currently evaluating the new guidance to determine the impact it may*have on its consolidated financial statements.

In* May 2025,the FASB issued ASU2025*-03, Business Combinations (Topic805*) and Consolidation (Topic810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require an entity to consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after December 15, 2026and interim reporting within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements havenot* yet been issued (or made available for issuance). The Company is currently evaluating the new guidance to determine the impact it* may*have on its consolidated financial statements.

In* May 2025,the FASB issued ASU2025*-04, Compensation— Stock Compensation (Topic718*) and Revenue from Contracts with Customers (Topic606): Clarifications to Share-Based Consideration Payable to a Customer.The amendments in this ASU affect the timing of revenue recognition for entities that offer to pay share-based consideration (e.g., equity instruments) to a customer (or to other parties that purchase the entity’s goods or services from the customer) to incentivize the customer (or its customers) to purchase its goods and services. Specifically, the amendments clarify the requirements for share-based consideration payable to a customer that vests upon the customer purchasing a specified volume or monetary amount of goods and services from the entity. The ASU is effective for annual reporting periods beginning after December 15, 2026and interim reporting within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements havenot* yet been issued (or made available for issuance). The Company is currently evaluating the new guidance to determine the impact it* may*have on its consolidated financial statements.

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): 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 donot* 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 Topic606. The ASU is effective for annual reporting periods beginning after* December 15, 2025and interim periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements havenot* yet been issued or made available issuance. The Company is currently evaluating the new guidance to determine the impact it* may*have on its consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-06,* Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40): 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. The Company is currently evaluating the new guidance to determine the impact it may*have on its consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-07, Derivatives and Hedging (Topic815*) and Revenue from Contracts with Customers (Topic606): 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 ofone* of the parties to the contract. The ASU also clarifies the applicability of ASC Topic606, Revenue from Contracts with Customers, and its interaction with other ASC Topics (including ASC Topic815 on derivatives and hedging and ASC Topic321 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, 2026and interim periods within those periods. The Company is currently evaluating the new guidance to determine the impact it may*have on its consolidated financial statements.

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C. Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates* may**not* necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies* mayhave a material effect on the estimated fair value amounts. Refer to note8* for a discussion of the valuation hierarchy with respect to investments-trading; other investments, at fair value; other investments sold,not yet purchased; and derivatives held by the Company.

Cash and Cash equivalents: Cash and cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash and cash equivalents is classified within level1 of the valuation hierarchy.

Investments-trading: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations fromthird- party pricing services, or valuation models when quotations arenot available.

Other investments, at fair value: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations arenot available. In the case of investments in alternative investment funds, fair value is generally based on the reported net asset value of the underlying fund.

Receivables under resale agreements: Receivables under resale agreements are carried at their contracted resale price, have short-term maturities, and are repriced frequently or bear market interest rates and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of receivables under resale agreements are based on observations of actual market activity and are generally classified within level2 of the valuation hierarchy.

Trading securities sold,not yet purchased: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent market quotations, market price quotations fromthird party pricing services, or valuation models when quotations arenot available.

Other investments sold,not yet purchased: These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations arenot available.

Securities sold under agreements to repurchase: The liabilities for securities sold under agreements to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently with amounts normally due inone month or less, accordingly, these contracts are carried at amounts that approximate fair value. The estimated fair value measurements of securities sold under agreements to repurchase are based on observations of actual market activity and are generally classified within level2 of the valuation hierarchy.

Debt: These amounts are carried at outstanding principal less unamortized discount and deferred financing costs (if applicable). However, a substantial portion of the Company's debt was assumed in the AFN Merger and recorded at fair value as of that date. As of* September 30, 2025* and* December 31, 2024*, the fair value of the Company’s debt was estimated to be$41,748 and$44,352, respectively. The estim ated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level3 of the valuation hierarchy.

Derivatives: These amounts are carried at fair value. Derivatives* maybe included as a component of investments-trading; trading securities sold,not yet purchased; other investments, at fair value; and other investments, soldnot* yet purchased. The fair value is generally based on quoted market prices on an exchange that is deemed to be active for derivative instruments such as foreign currency forward contracts and Eurodollar futures. For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations fromthird party pricing services.

 

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4. OTHER RECENT BUSINESS TRANSACTIONS OR EVENTS

Columbus Circle Capital Corp I

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 withone* 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.

The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle1 Sponsor Corp LLC, the sponsor of the Columbus Circle SPAC (the “Columbus Circle Sponsor”). CCM, a division of the Company’s broker-dealer subsidiary, Cohen Securities, acted as the lead underwriter in the IPO. As the underwriter, Cohen Securities earned a fee upon consummation of the IPO and is entitled to a deferred fee if a Business Combination is completed.

Each Unit consists ofone Class A ordinary share of the Columbus Circle SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), andone-half ofone warrant (each, a “Warrant”), where each whole Warrant entitles the holder to purchaseone Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $250,000 (before underwriting discounts and commissions and offering expenses).

If the Columbus Circle SPAC fails to consummate a Business Combination within thefirst 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle SPAC’s shareholders approve an amendment to the Columbus Circle SPAC’s amended and restated memorandum and articles of association to extend the amount of time the Columbus Circle SPAC will have to consummate a Business Combination.

The Columbus Circle Sponsor purchased an aggregate of 265,000 of the Columbus Circle SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650 or $10.00 per Placement Unit. Additionally, Cohen Securities used its underwriting fee of $3,920 to purchase 392,000 Placement Units in the Private Placement for an aggregate of $3,920. Each Placement Unit consists ofone Class A Ordinary Share andone-half ofone warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i)* may**not,* subject to certain limited exceptions, be transferred, assigned, or sold by the holders until30 days after the completion of the Columbus Circle SPAC’s Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by Cohen Securities and/or its designees, willnot be exercisable more thanfive years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) willnot be transferable, assignable, or salable until30 days after the completion of the Columbus Circle SPAC’s Business Combination.

The $2,650 invested by the Columbus Circle Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle SPAC was raised fromthird party investors. As the managing member of the Columbus Circle Sponsor, the Operating LLC consolidates the Columbus Circle Sponsor and treats the Columbus Circle Sponsor’s investment (as well as Cohen Securities' investment) in the Columbus Circle SPAC as an equity method investment. The $2,650 raised fromthird party investors is treated by the Operating LLC as non-controlling interest.

A total of $250,000 of the net proceeds from the Private Placement and the IPO were placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination isnot consummated),none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle SPAC’s Business Combination, (ii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares if the Columbus Circle SPAC is unable to complete its Business Combination within24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Columbus Circle SPAC Articles to (A) modify the substance or timing of the Columbus Circle SPAC’s obligation to allow redemption in connection with its Business Combination or to redeem100% of the Columbus Circle SPAC’s public shares if the Columbus Circle SPAC hasnot consummated a Business Combination within24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-Business Combination activity. If the Columbus Circle SPAC doesnot complete a Business Combination, the Placement Units will expire worthless.

The Columbus Circle Sponsor holds an aggregate of 8,333,333 founder shares in the Columbus Circle SPAC. Subject to certain limited exceptions, the founder shares willnot be transferable or salable until the earlier to occur of: (i)six months after the completion of the IPO, and (ii) the date on which the Columbus Circle SPAC completes a liquidation, merger, share exchange, or other similar transaction after its Business Combination that results in all of the Columbus Circle SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities or other property.

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 willnot 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 alsonot be finally and definitively determined until the consummation of a Business Combination.

In connection with the IPO, the Columbus Circle Sponsor has agreed to indemnify the Columbus Circle SPAC for all claims bythird parties for services rendered or products sold to the Columbus Circle SPAC, or a prospective target business with which the Columbus Circle SPAC has entered into a written letter of intent, confidentiality, or other similar agreement or business combination agreement (except for the Columbus Circle SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle SPAC’s trust assets, in each case net of taxes, provided that such liability willnot apply to any claims (A) by athird party or prospective target business that executed a waiver of any and all rights to the monies held in the Columbus Circle SPAC’s trust account or (B) under the Columbus Circle SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

The Columbus Circle Sponsor loaned to the Columbus Circle SPAC approximately $350 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle Sponsor and its affiliates, including the Operating LLC,* maycommit to loan the Columbus Circle SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bearno* interest and, if the Columbus Circle SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle SPAC’s trust account. If the Columbus Circle SPAC doesnot consummate a Business Combination in the required time frame,no funds from the Columbus Circle SPAC’s trust account can be used to repay the loans.

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In connection with the closing of the IPO, the Operating LLC and the Columbus Circle SPAC entered into an Administrative Services Agreement, dated* May 15, 2025,pursuant to which the Operating LLC and the Columbus Circle SPAC agreed that, commencing on the date that the Columbus Circle SPAC’s securities werefirst* listed on the Nasdaq Global Market through the earlier of the Columbus Circle SPAC’s consummation of a Business Combination and its liquidation, the Columbus Circle SPAC will pay the Operating LLC $10 per month for certain office space, administrative, and shared personnel support services.

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").

Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC will merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial will become a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, are expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

In connection with the execution of the Business Combination Agreement, (a) certain “qualified investors” (defined to include “qualified institutional buyers,” as defined in Rule144A of the Securities Act, and institutional “accredited investors,” as defined in Rule506 of Regulation D) were issued non-voting preferred units of ProCap BTC (“Preferred Units”) in a private placement of such Preferred Units consummated immediately prior to the execution of the Business Combination Agreement, in an aggregate amount of approximately $516,500 (the “Preferred Equity Investment”), and (b) certain qualified investors agreed to purchase convertible notes (“Convertible Notes”) issuable upon the Closing by ProCap Financial, with an aggregate principal amount of approximately $235,000 (the “Convertible Note Financing” and, together with the Preferred Equity Investment and the Business Combination, the “Proposed Transactions”). The net proceeds from the Convertible Notes will be utilized by ProCap Financial for purposes of acquiring bitcoin, collateral under the Convertible Notes, and for working capital purposes. The proceeds from the Preferred Equity Investment will be utilized, within15 days following the Signing Date, to purchase bitcoin assets pursuant to a custodial arrangement with Anchorage Digital Bank N.A.

CCM acted as a co-placement agent in connection with the Convertible Note Financing and the Preferred Equity Investment.

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 willnot 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 willnot 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 intoone share of common stock in ProCap Financial.

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Sale of Management Contracts

On* March 13, 2025,the Company entered into a Master Transaction Agreement (the “MTA”) with an affiliate of Hildene Capital Management, LLC (“Hildene”), an SEC-registered investment adviser based in Stamford, Connecticut. Hildene has been investing in CDOs backed by trust preferred securities ("TruPS") since the2007*-08 financial crisis and has extensive experience with monitoring banks and insurance companies.

Pursuant to the MTA, the Company agreed to sell, assign, transfer, and convey to Hildene all of its rights and obligations in and under the Collateral Management Agreements and Collateral Administration Agreements (each a “CDO Agreement” and together, the “CDO Agreements”) for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd., and (v) Alesco Preferred Funding VIII, Ltd. (each an “Issuer,” and, collectively, the “Issuers”) and all books and records with respect to each Issuer (collectively with the CDO Agreements, the “Assigned Assets”).

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 the Company's and Hildene's control was consent of the preferred security holders of each CDO.

During thenine months ended* September 30, 2025,the Company received all required consents with respect to the MTA Closing, and all of the MTA Closings were consummated.No further MTA Closings will occur. The Company recorded a gain of $2,734, which represented the sale price of $3,500 less offsets of $766, which represented management fees received by the Company subsequent to March 1, 2025.*

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 our 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”).

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, 2025and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Companyno* 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 thefirst* quarter of2025, the Company recorded a loss on sale of $836, which is included as component of principal transactions and other income in the Company's consolidated statement of operations.

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.

Redemption of Redeemable Financial Instrument and Issuance of the2024* Note*

On* October 3, 2016,the Operating LLC entered into an Investment Agreement (the “JKD Investment Agreement”) with JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest into the Operating LLC up to $12,000, of which $6,000 was invested into the Operating LLC on October 3, 2016,an additional $1,000 was invested into the Operating LLC on January 25, 2017,and an additional $1,268 was invested into the Operating LLC on January 9, 2019.*The JKD Investor is owned by Jack J. DiMaio, the vice chairman of the board of directors, and his spouse.

Effective* September 1, 2024,the Company 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, the Company (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 then-payable under the JKD Investment Agreement. The2024 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.The2024* Note* may,with at least31* days’ prior written notice to the holder of the2024 Note, be prepaid in whole or in part without penalty or premium. The Company prepaid the $2,573 of the principal amount that was otherwise due under the2024 Note on* August 31, 2025on June 30, 2025.See note15.*

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5. NET TRADING



Net trading consisted of the following in the periods presented.





Trading inventory includes investments classified as investments-trading as well as trading securities sold,not yet purchased. See note7. For discussion of margin payable, see note6. Other trading revenue includes revenue earned from the Company's agency repo business (see note10).



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6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES

Amounts receivable from brokers, dealers, and clearing agencies consisted of the following.

RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES

Amounts payable to brokers, dealers, and clearing agencies consisted of the following.



PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES



Deposits with clearing agencies represent contractual amounts the Company is required to deposit with its clearing agents.



Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets.



Receivables from clearing agencies are primarily comprised of cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent.



Margin payable represents amounts borrowed from Pershing, LLC to finance the Company’s trading portfolio. See note5 for interest expense incurred on margin payable. All of the Company's securities included in investments-trading and a portion of the Company's securities included in other investments, at fair value serve as collateral for this margin loan. See note7.



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7. FINANCIAL INSTRUMENTS

Investments—Trading

Investments-trading consisted of the following.

INVESTMENTS - TRADING



Substantially all of the Company's investments-trading other than SBA loans serve as collateral for the Company's margin loan payable. See note6. The SBA loans serve as collateral for the Company's repurchase obligations. See note10.

Trading Securities Sold,Not Yet Purchased

Trading securities sold,not yet purchased consisted of the following.

TRADING SECURITIES SOLD,NOT YET PURCHASED

The Company manages its exposure to changes in interest rates for the interest rate sensitive securities it holds by entering into offsetting short positions for similar fixed rate securities. See note5 for realized and unrealized gains recognized on investments-trading.

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Other Investments, at Fair Value

Other investments, at fair value consisted of the following.

OTHER INVESTMENTS, AT FAIR VALUE

As of* September 30, 2025*, no equity securities represented long positions related to share forward arrangements ("SFAs") entered into by the Company. As of* December 31, 2024,$470 of unrestricted equity securities represented long positions related to SFAs entered into by the Company. See note9.* *** ***

Notes receivable include convertible and non-convertible notes receivable from various counterparties in connection with the Company's advisory business and SFA transactions that* may*be converted into equity shares. These receivables are carried at fair value.

Interests in SPVs represents consideration other than cash that the Company has received for services provided by CCM. The SPVs hold convertible notes receivable interests in the counterparties. The Company doesnot consolidate the SPVs and carries its interests in the SPVs at fair value. See note8 for discussion of the determination of fair value.

A total of $644 and $1,721 of the amounts shown as other investments, at fair value above served as collateral for the Company's margin loan payable as of* September 30, 2025* and* December 31, 2024*, respectively. See note6.

Other Investments Sold,Not Yet Purchased, at Fair Value

Other investments sold,not yet purchased, at fair value consisted of the following.

OTHER INVESTMENTS SOLD,NOT YET PURCHASED, AT FAIR VALUE

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8. FAIR VALUE DISCLOSURES

Fair Value Option

The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of FASB ASC825. The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature, and to further remove an element of management judgment.

Such financial assets accounted for at fair value include:

The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.

The Company recognized net gains (losses) of($160,174) and($10,644), related to changes in fair value of investments that were included as a component of other investments, at fair value during thethree months ended* September 30, 2025and2024*, respectively. The Company recognized net gains (losses) of($167,503) and($58,704), related to changes in fair value of investments that were included as a component of other investments, at fair value during thenine months ended* September 30, 2025and2024*, respectively.

The Company recognized net gains (losses) of$134 and$7,591, related to changes in fair value of investments that were included as a component of other investments sold,not yet purchased during thethree months ended* September 30, 2025and2024*, respectively. The Company recognized net gains (losses) of$936 and$28,590, related to changes in fair value of investments that were included as a component of other investments sold,not yet purchased during thenine months ended* September**30,* 2025 and2024, respectively.

Fair Value Measurements

In accordance with FASB ASC820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into athree-level valuation hierarchy. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level1 measurement) and the lowest priority to unobservable inputs (level3 measurement). Thethree levels of the valuation hierarchy under FASB ASC820 are described below.

Level1 Financial assets and liabilities with values that are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level2 Financial assets and liabilities with values that are based onone or more of the following:

Level3 Financial assets and liabilities with values that are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value* may*fall into different levels of the valuation hierarchy. In such cases, the level in the valuation hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Both observable and unobservable inputs* maybe used to determine the fair value of positions that the Company has classified within the level3* category. As a result, the unrealized gains and losses for assets and liabilities within the level3 category that* maybe presented in the tables below may*include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

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The following tables present information about the Company’s assets and liabilities measured at fair value as of* September 30, 2025* and* December 31, 2024*, and indicate the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.

FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

• September 30, 2025*



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FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

(Dollars in Thousands)



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The following provides a brief description of the types of financial instruments the Company holds, the methodology for estimating fair value, and the level within the valuation hierarchy of the estimate. The discussion that follows applies regardless of whether the instrument is included in investments-trading; other investments, at fair value; other investments sold,not yet purchased; or trading securities sold,not yet purchased.

Corporate Bonds and Redeemable Preferred Stock: The Company uses recently executed transactions orthird-party quotations from independent pricing services to arrive at the fair value of its investments in corporate bonds and redeemable preferred stock. These valuations are based on a market approach. The Company generally classifies the fair value of these bonds within level2 of the valuation hierarchy. In instances where the fair values of securities are based on quoted prices in active markets (for example with redeemable preferred stock), the Company classifies the fair value of these securities within level1 of the valuation hierarchy.

Equity Securities: The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) is determined using the closing price of the security as of the reporting date. These are securities that are traded on a recognized liquid exchange and the Company classifies their fair value within level1 of the valuation hierarchy. The fair value of equity securities that represent investments in privately held companies is generally determined either (i) based on a valuation model or (ii) based on recently observed transactions in the same instrument or similar instrument that the Company holds. These valuations are generally classified within either level2 or level3 of the valuation hierarchy.

Equity Securities Without Readily Determinable Fair Value: From time to time, the Company invests in equity securities that donot have a readily determinable fair value that also donot qualify for equity method accounting or the practical expedient for investments in investment companies, which are measured at NAV. In those cases, the Company utilizes the measurement alternative of ASC321-10-35-2. This alternative allows the Company to carry the investment at cost minus impairment. If the Company observes a market transaction for an identical or similar instrument, it will adjust the carrying value of the equity security. These securities are included as a component of other investments, at fair value. When measured at fair value using an orderly observable market transaction, it will generally be classified as level1 in the valuation hierarchy. Otherwise, it will be classified as level2 in the valuation hierarchy.

Restricted Equity Securities: Restricted equity securities are investments in publicly traded companies. However, they are restricted from re-sale until either (a) the share price trades above a certain threshold for a certain period of time or (b) a certain period of time elapses, or both. The Company determines the fair value by utilizing a model that starts with the publicly traded share price but then applies a discount based on a Monte Carlo simulation. The inputs to this model are observable so the Company generally classifies these securities within level2 of the valuation hierarchy. If the restriction is short and deemed immaterial, the Company will determine fair value to be equal to the publicly traded share price without discount and will classify the securities within level1 of the hierarchy. The Company isnot allowed to sell these shares during the restriction period and there isno certainty as to when these hurdles will be met or if they will be met at all.

Notes receivable: Notes receivable includes convertible and non-convertible notes. See note9. The Company values these instruments using a model. The main input to these models is the risk-based cash flow discount rates. In the case where the receivable is convertible into counterparty equity, additional inputs include the counterparty’s share price, volatility, and the risk-free rate of return. The inputs to this model are observable so the Company classifies these securities within level2 of the valuation hierarchy.

Foreign Government Bonds: The fair value of foreign government bonds is estimated using valuations provided bythird party pricing services and classifies the fair value within level2 of the valuation hierarchy.

Interests in SPVs: The Company values these instruments using a model. The modelfirst determines the fair value of the SPV's financial instruments and then determines what portion of that fair value is allocable to the Company’s interest in the SPV. If appropriate, the Company determines the fair value of the financial instruments held by the SPV using a model, which* mayinclude a Monte Carlo simulation. The main inputs are the counterparty’s share price, volatility, risk-free rate of return, and risk-based cash flow discount rates. The inputs to this model are observable so the Company classifies these securities within level2* of the hierarchy.

Municipal Bonds: Municipal bonds, which include obligations of U.S. states, municipalities, and political subdivisions, primarily include bonds or notes issued by U.S. municipalities. The Company generally values these securities usingthird party quotations such as market price quotations fromthird party pricing services. The Company generally classifies the fair value of these bonds within level2 of the valuation hierarchy. The valuations are based on a market approach. In instances where the Company is unable to obtain reliable market price quotations fromthird party pricing services, the Company will use its own internal valuation models. In these cases, the Company will classify such securities as level3 within the valuation hierarchy until it is able to obtainthird party pricing.

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RMBS: The Company generally values these securities usingthird party quotations such as unadjusted broker-dealer quoted prices or market price quotations fromthird party pricing services. These valuations are based on a market approach. The Company generally classifies the fair value of these securities based onthird party quotations within level2 of the valuation hierarchy.

SBA Loans: The Company generally values these securities usingthird party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations fromthird party pricing services. The Company generally classifies these investments within level2 of the valuation hierarchy.

U.S. Government Agency MBS and CMOs: These are securities that are generally traded over the counter. The Company generally values these securities usingthird party quotations such as unadjusted broker-dealer quoted prices or market price quotations fromthird party pricing services. These valuations are based on a market approach. The Company classifies the fair value of these securities within level2 of the valuation hierarchy.

U.S. Government Agency Debt Securities: Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained fromthird party pricing services. Non-callable U.S. government agency debt securities are generally classified within level1 and callable U.S. government agency debt securities are classified within level2 of the valuation hierarchy.

U.S. Treasury Securities: U.S. Treasury securities include U.S. Treasury bonds and notes, and the fair values of the U.S. Treasury securities are based on quoted prices or market activity in active markets. Valuation adjustments arenot applied. The Company classifies the fair value of these securities within level1 of the valuation hierarchy.

Derivatives* *

TBAs and Other Forward Agency MBS Contracts

The Company generally values these securities usingthird party quotations such as unadjusted broker-dealer quoted prices or market price quotations fromthird party pricing services. TBAs and other forward agency MBS contracts are generally classified within level2 of the valuation hierarchy. If there is limited transaction activity or less transparency to observe market-based inputs to valuation models, TBAs and other forward agency MBS contracts are classified within level3 of the valuation hierarchy. U.S. government agency MBS and CMOs include TBAs and other forward agency MBS contracts. Unrealized gains on TBAs and other forward agency MBS contracts are included in investments-trading on the Company’s consolidated balance sheets and unrealized losses on TBAs and other forward agency MBS contracts are included in trading securities sold,not yet purchased on the Company’s consolidated balance sheets. See note9.

Other Extended Settlement Trades

When the Company buys or sells a financial instrument that willnot be settled in the regular timeframe, the Company will account for that purchase or sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment). The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. The Company will determine the fair value of the financial instrument using the methodologies described above.

Equity Derivatives

The Company* mayenter into equity derivatives, which include listed options as well as other derivative transactions with an underlying equity instrument. Listed options are traded on a recognized liquid exchange and the Company classifies the fair value of these securities within level1* of the valuation hierarchy. Other equity derivatives (where the underlying equity instrument is publicly traded but the derivative itself isnot) are classified within level2 of the valuation hierarchy. See note9.

Foreign Currency Forward Contracts

Foreign currency forward contracts are exchange-traded derivatives, which transact on an exchange that is deemed to be active. The fair value of the foreign currency forward contracts is based on current quoted market prices. Valuation adjustments arenot applied. These are classified within level1 of the valuation hierarchy. See note9.

Share forward liabilities

Share forward liabilities are included as a component of other investments sold,not yet purchased in the Company's consolidated balance sheets. The Company considers these derivatives as level2 within the fair value hierarchy. See note9.

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Investments in Certain Entities that Calculate NAV Per Share (or its Equivalent)

The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of FASB ASC820 have been applied), which were measured at fair value on a recurring basis at* September 30, 2025* and* December 31, 2024*.



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9. DERIVATIVE FINANCIAL INSTRUMENTS

FASB ASC815, Derivatives and Hedging (“ASC815”), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities can record all or a portion of the change in the fair value of a designated hedge as an adjustment to Accumulated Other Comprehensive Income ("AOCI") rather than as a gain or loss in the statements of operations. To date, the Company hasnot designated any derivatives as hedges under the provisions included in ASC815.

All of the derivatives that the Company enters into contain master netting arrangements. If certain requirements are met, the offsetting provisions included in FASB ASC210, Balance Sheet (“ASC210”), allow (but donot require) the reporting entity to net the derivative asset and liability on the consolidated balance sheets. It is the Company’s policy to present the derivative assets and liabilities on a net basis if the conditions of ASC210 are met. However, in general, the Company doesnot enter into offsetting derivatives with the same counterparties. Therefore, in all periods presented,no derivatives are presented on a net basis.

Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of the Company’s broker-dealer operations, it will be included as a component of investments-trading or trading securities sold,not yet purchased. If it was entered into as a hedge for another financial instrument included in other investments, at fair value, then the derivative will be included as a component of other investments, at fair value.

The Company* may,from time to time, enter into derivatives to manage its risk exposures arising from (i) fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments, (ii) the Company’s investments in interest sensitive investments, (iii) the Company's investment in equities, and (iv) the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company, from time to time, may*include (a) foreign currency forward contracts, (b) purchase and sale agreements of TBAs and other forward agency MBS contracts, (c) other extended settlement trades, and (d) SFAs.

Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments* may*result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis.

The Company* may,*from time to time, enter into the following derivative instruments.

Equity Derivatives

A significant portion of the Company’s equity holdings are carried at fair value. From time to time, the Company hedges a portion of this exposure by entering into equity derivatives such as puts and short call options. These derivative positions are held at fair value as a component of other investments, at fair value and other investments sold,not yet purchased in the Company’s consolidated balance sheets. As of* September 30, 2025* and* December 31, 2024*, the Company had call options of $64 and $0, respectively. From time to time, the Company* may*also enter into forward purchase commitments for equity securities.

In addition, the Company* mayengage in advisory transactions that result in a receivable that can be paid in cash or a variable number of equity instruments. In such instances, the Company would record the receivable as a component of other assets in its consolidated balance sheets and record the equity component as an embedded derivative. All equity derivatives are carried at fair value as a component of other investments, at fair value or other investments sold,not yet purchased in the Company’s consolidated balance sheets. As of September 30, 2025* and* December 31, 2024*, the Company had equity derivatives included in other investments, at fair value of $73 and $73, respectively.

The Company* mayhedge a portion of the exposure from these equity investments by entering into short trades. These short trades arenot* treated as derivatives and are carried as a component of other investments sold,not yet purchased in the Company’s consolidated balance sheets. See note7.

TBAs and Other Forward Agency MBS Contracts

TBAs are forward contracts to purchase or sell MBS with collateral that remains “to be announced” until just prior to the trade settlement date. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency MBS where the underlying collateral has been identified. These transactions are referred to as other forward agency MBS contracts. TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under ASC815. The settlement of these transactions isnot expected to have a material effect on the Company’s consolidated financial statements.

In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company* may,from time to time, enter into other securities or loan trades that donot* settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan isnot recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value, depending on where it intends to classify the investment once the trade settles.

The Company enters into TBAs and other forward agency MBS transactions forthree main reasons.

The Company carries TBAs and other forward agency MBS contracts at fair value and includes them as a component of investments-trading or trading securities sold,not yet purchased in the Company’s consolidated balance sheets. At* September 30, 2025*, the Company had open TBAs and other forward MBS purchase agreements in the notional amount of $1,335,100 and open TBAs and other forward MBS sale agreements in the notional amount of $1,363,150. At* December 31, 2024*, the Company had open TBAs and other forward agency MBS purchase agreements in the notional amount of $852,450 and open TBAs and other forward agency MBS sale agreements in the notional amount of $883,900.

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Other Extended Settlement Trades** **

When the Company buys or sells a financial instrument that willnot be settled in the regular timeframe, the Company will account for that purchase or sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as either a forward purchase commitment or a forward sale commitment, which are both considered derivatives. The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. As of* September 30, 2025*, the Company had open forward purchase agreements in the notional amount of $1 and open forward sales agreements in the notional amount of $0. As of* December 31, 2024,the Company hadno* open forward purchase or sales agreements.



Foreign Currency Forward Contracts

The Company invests in foreign currency denominated investments that expose it to fluctuations in foreign currency rates, and, therefore, the Company* may,from time to time, hedge such exposure by using foreign currency forward contracts. The Company carries foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets. As of September 30, 2025* and* December 31, 2024*, the Company hadno outstanding foreign currency forward contracts.

The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) recognized in the consolidated balance sheets as of* September 30, 2025* and* December 31, 2024*.

DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION



The following tables present the Company’s derivative financial instruments, and the amount and location of the net gain (loss) recognized in the consolidated statements of operations.

DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION



The share forward liabilities offset certain long positions included as a component of other investments, at fair value. The offsetting long positions had income / (loss) of$0 and ($2,950) for thethree months ended* September 30, 2025* and2024, respectively.

The share forward liabilities offset certain long positions included as a component of other investments, at fair value. The offsetting long positions had income / (loss) of $0 and ($20,038) for thenine months ended* September 30, 2025* and2024, respectively.

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10. COLLATERALIZED SECURITIES TRANSACTIONS

Gestation Repo

Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse repo counterparties) are generally mortgage originators. The lenders (the repo counterparties) are a diverse group of counterparties comprised of banks, insurance companies, and other financial institutions. The Company self-clears its gestation repo transactions.

Gestation trades can be structured intwo ways:

On Balance Sheet: The Company executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender. In this case, the Company is a principal to each trade and is borrowing fromone counterparty and lending to another and earning net interest margin. These transactions are referred to by the Company as on balance sheet gestation repo trades.

Agency Repo: Similar to the on balance sheet repo, the Companyfirst executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender. However, in this case, allthree parties (the borrower, the lender, and the Company) simultaneously enter into an assignment agreement. The effect of this assignment is to remove the Company as principal to the reverse repo and repo and have the lender and borrower directly face each other in a repo trade. The Company receives a fee for its role in arranging the financing. These transactions are referred to by the Company as agency gestation repo trades.

Other Repo Transactions

In addition to the Company’s gestation repo business, the Company* mayalso enter into reverse repos to acquire securities to cover short positions or as an investment. Additionally, the Company may*enter into repos to finance the Company’s securities positions held in inventory. These repo and reverse repo agreements are generally cleared on a bilateral or triparty basis;no clearing broker is involved.

Repo Information

As of* September 30, 2025* and* December 31, 2024*, the Company held reverse repos of $414,710 and $668,259, respectively, and the fair value of collateral received under reverse repos was $418,465 and $673,684, respectively.

As of* September 30, 2025* and* December 31, 2024*, the Company held repos of $457,058 and $695,966, respectively, and the fair value of securities and cash pledged as collateral under repos was $461,955 and $700,202, respectively. These amounts include collateral for reverse repos that were re-pledged as collateral for repos.

Concentration



In the gestation repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty.



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The gestation repo business has been and continues to be concentrated with respect to reverse repurchase counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of* September 30, 2025* and* December 31, 2024*, the Company’s gestation reverse repos shown in the tables below represented balances from 5 and 7 counterparties, respectively. The Company also has a limited number of repo counterparties in the gestation repo business. However, this is primarily a function of the limited number of reverse repo agreement counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds. Therefore, the Company considers the gestation repo business to be concentrated on the demand side.

The total net revenue earned by the Company on its gestation repo business (net interest margin and fee revenue) was$4,969 and $3,843 for thethree months ended* September 30, 2025and2024*, respectively. The total net revenue earned by the Company on its gestation repo business was$13,606 and$10,992 for thenine months ended* September 30, 2025and2024*, respectively.



Detail

ASC210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met. The Company presents all repo and reverse repo transactions, as well as counterparty cash collateral (see note13), on a gross basis even if the underlying netting conditions are met. The amounts in the table below are presented on a gross basis.

The following tables summarize the remaining contractual maturity of the gross obligations under repos accounted for as secured borrowings segregated by the underlying collateral pledged as of each date shown. All amounts as well as counterparty cash collateral (see note13) are subject to master netting arrangements.

SECURED BORROWINGS

• September 30, 2025*

The weighted average interest rate of the repurchase agreements outstanding as of* September 30, 2025* was 4.91%. The weighted average interest rate of the reverse repurchase agreements outstanding as of* September 30, 2025* was 5.52%.

SECURED BORROWINGS





The weighted average interest rate of the repurchase agreements outstanding as of* December 31, 2024was 5.18%. The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2024*was 5.81%.

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11. INVESTMENTS IN EQUITY METHOD AFFILIATES** **

Equity method accounting requires that the Company record its investments in equity method affiliates on the consolidated balance sheets and recognize its share of the equity method affiliates’ net income as earnings each reporting period. The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the statement of cash flows. Any excess distributions would be considered as return of investment and classified in investing activities.

The Company has certain equity method affiliates for which it has elected the fair value option. Those investees are excluded from the table below. Those investees are included as a component of other investments, at fair value in the consolidated balance sheets. All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statement of operations. See notes8 and23.



The following table summarizes the activity and earnings in the Company’s investments that are accounted for under the equity method.

INVESTMENTS IN EQUITY METHOD AFFILIATES

Dutch Real Estate Entities include: (i) Amersfoort Office Investment I Cooperatief U. A. (“AOI”), a company based in the Netherlands that invests in real estate, and (ii) CK Capital Partners B.V. (“CK Capital”), a company based in the Netherlands that manages investments in real estate. See note24. The amounts included as SPAC Sponsor Entities and Other represent the Company's investment in SPAC sponsor entities that havenot yet completed a business combination or from SPAC sponsor entities that have completed business combinations but havenot yet distributed shares to sponsor investors and other equity method investments. If these SPAC sponsor entities are unsuccessful in completing a business combination and the underlying SPAC liquidates, the Company will likely receiveno distributions in kind or in cash related to these investments and the remaining balances will be recorded as a component of loss from equity method investments in the consolidated statement of operations.

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12. LEASES



The Company leases office space and certain computers and related equipment. From time to time, the Company subleases office space to other tenants. Under the requirements of ASC842, the Company determines if an arrangement is a lease at the inception date of the contract. Then, the Company measures the lease liability using an incremental borrowing rate that was calculated for each operating lease based on the term of the lease, the U.S. Treasury term interest rate, and an estimated spread to borrow on a secured basis.



Rent expense is recognized on a straight-line basis over the lease term and is included in business development, occupancy, and equipment expense.



As of* September 30, 2025*, all of the leases to which the Company was a party were operating leases. The weighted average remaining term of the leases was 8.5 years. The weighted average discount rate for the leases was 6.03%.



Maturities of operating lease liability payments consisted of the following.

FUTURE MATURITY OF LEASE LIABILITIES

During thenine months ended* September 30, 2025and2024*, total cash payments of $1,525 and $1,693, respectively, were recorded as a reduction in the operating lease obligation.No cash payments were made to acquire right of use assets.

For thethree months ending* September 30, 2025and2024*, rent expense, net of sublease income of $23 and $22, respectively, was $687 and $687, respectively. For thenine months ended* September 30, 2025and2024*, rent expense, net of sublease income of $69 and $68, respectively, was $2,001 and $1,969, respectively.

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13. OTHER RECEIVABLES, OTHER ASSETS, ACCOUNTS PAYABLE AND OTHER LIABILITIES



Other receivables consisted of the following.

OTHER RECEIVABLES



New issue and advisory fees receivable represents amounts owed to Cohen Securities from various counterparties for services rendered. New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied, and collectability is reasonably assured. However, in certain cases, collectability becomes doubtful at a later date. At each reporting period, the Company assesses the collectability of its new issue and advisory receivables. Each receivable is unique and doesnot share similar characteristics to be pooled so they are evaluated on an individual basis. The Company records an allowance when, in management’s judgement,one is necessary for credit losses. The provision for credit losses is included as a component of professional fees and other operating expenses in the statement of operations. It is the Company's policy to fully write off the receivable and related allowance when it has abandoned collection efforts. For thethree months andnine months ended* September30,* 2025, the Company recorded a provision for credit loss of $0 and $475, respectively. No provision was recorded for thethree andnine month period ending2024. The Company fully charged off $0 and $203 new issue and advisory fee receivables during thethree andnine months ended* September30,* 2025, respectively.

Asset management fees receivable is of a routine and short-term nature. These amounts are generally accrued monthly and paid on a monthly or quarterly basis.

Accrued interest and dividends receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value. Interest payable on securities sold,not yet purchased is included as a component of accounts payable and other liabilities in the table titled accounts payable and other liabilities below.

Revenue share receivable represents the amount due to the Company for the Company’s share of a revenue arrangement generated from an entity in which the Company receives a share of the entity’s revenue.

Agency repo income receivable represents income receivable on gestation repo trades. See note10.

Miscellaneous other receivables represent other receivables that are of a short-term nature.



Other assets consisted of the following.

OTHER ASSETS



Deferred costs are costs incurred pending reimbursement from athird party upon closing of a transaction. Prepaid expenses represent amounts paid for services that are being amortized over their expected period of use and benefit. They are all routine and short-term in nature. Deposits are amounts held by landlords or other parties that will be returned or offset upon satisfaction of a lease or other contractual arrangement. See note16 to the Company’s consolidated financial statements included in its Annual Report on Form10-K for the year ended* December 31, 2024* for further discussion of the Company’s furniture, equipment, and leasehold improvements. Intangible assets represent the carrying value of the Cohen Securities broker-dealer license.



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Accounts payable and other liabilities consisted of the following.

ACCOUNTS PAYABLE AND OTHER LIABILITIES

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14. VARIABLE INTEREST ENTITIES



As a general matter, a reporting entity must consolidate a variable interest entity (“VIE”) when it is deemed to be the primary beneficiary. The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE.



Consolidated VIEs

The Company determined it was the primary beneficiary of several VIEs and, therefore, has consolidated them. The following table provides certain information regarding the consolidated VIEs.

CARRYING VALUE OF CONSOLIDATED VARIABLE INTEREST ENTITIES

The maximum potential loss the Company could incur related to the consolidated VIEs is the investment in consolidated VIEs shown in the table above.

The Company’s Principal Investing Portfolio



Included in other investments, at fair value and investment in equity method affiliates in the consolidated balance sheets are investments in several VIEs. In each case, the Company determined it wasnot the primary beneficiary. The maximum potential financial statement loss the Company would incur if the VIEs were to default on all their obligations would be the loss of the carrying value of these investments as well as any future investments the Company were to make. As of* September 30, 2025* and* December 31, 2024*, there were $7,268 and $10,118, respectively, of unfunded commitments to VIEs in which the Company had invested. The total amount of working capital commitment was $1,500 and $0 as of* September 30, 2025and December 31, 2024,respectively. Other than its investment in these entities, the Company didnot* provide financial support to these VIEs during thethree andnine months ended* September 30, 2025and2024* and hadno liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at* September 30, 2025* and* December 31, 2024*. See the table below.



For each investment management contract entered into by the Company, the Company assesses whether the entity being managed is a VIE and if the Company is the primary beneficiary. Certain of the Investment Vehicles managed by the Company are VIEs. Under the current guidance of ASU2015-12, the Company has concluded that its asset management contracts arenot variable interests. Currently, the Company hasno other interests in the entities it manages that are considered variable interests and are considered significant. Therefore, the Company isnot the primary beneficiary of any VIEs that it manages.



The Company’s Trading Portfolio



From time to time, the Company* mayacquire an interest in a VIE through the investments it makes as part of its trading operations, which are included as investments-trading or securities sold,not yet purchased in the consolidated balance sheets. Due to the high volume of trading activity in which the Company engages, the Company doesnot* perform a formal assessment of each individual investment within its trading portfolio to determine if the investee is a VIE and if the Company is a primary beneficiary. Even if the Company were to obtain a variable interest in a VIE through its trading portfolio, the Company wouldnot be deemed to be the primary beneficiary fortwo main reasons: (a) the Company doesnot usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary. In the unlikely case that the Company obtained the power to direct activities and obtained a significant variable interest in an investee in its trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover of the Company’s trading portfolio.



The following table presents the carrying amounts of the assets in the Company’s consolidated balance sheets related to the Company’s variable interests in identified VIEs with the exception of (i) thetwo trust VIEs that hold the Company’s junior subordinated notes (see note15) and (ii) any security that represents an interest in a VIE that is included in investments-trading or securities sold,not yet purchased in the Company’s consolidated balance sheets. The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at* September 30, 2025* and* December 31, 2024*.

CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES

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15. DEBT



The Company had the following debt outstanding.

DETAIL OF DEBT



The2024* Note*

On* September 1, 2024,pursuant to the Redemption Agreement, the Operating LLC issued to JKD Investor the2024* Note, which evidences the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $5,146. Pursuant to the2024 Note, the unpaid principal amount and all accrued but unpaid interest thereunder would be due and payable as follows: (i) $2,573 of the principal amount would be due and payable on* August 31, 2025,and (ii) $2,573 would be due and payable on August 31, 2026.The2024* Note* may,with at least31* days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following* January 31, 2025,without the prior written consent of the holder and without penalty or premium. The Company prepaid the $2,573 of the principal amount otherwise due under the2024* Note on* August 31, 2025on June 30, 2025.*

The2024 Note accrues interest on the unpaid principal amount from* September 1, 2024until maturity at a rate equal to 12% per year. Interest on the2024* Note is payable in cash quarterly on each* January 1,** April 1,** July 1,and October 1,and commenced on October 1, 2024.Under the2024* Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof,* maybe) immediately accelerated. Further, upon the occurrence of any “Event of Default” under the2024* Note and for so long as such Event of Default continues, all principal, interest, and other amounts payable under the2024 Note will bear interest at a rate equal to 13% per year.

The2024 Note and the payment of all principal, interest, and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior to any Indebtedness (as defined in the2024 Note) of the Operating LLC outstanding as of and issued following* September 1, 2024.Pursuant to the2024* Note, following* September 1, 2024,the Operating LLC may**not* incur any Indebtedness that is a senior obligation to the2024 Note. See notes4.

The2020* Note*

On* January 5, 2024,the Operating LLC and JKD Investor entered into an amendment to the2020* Note, pursuant to which the2020 Note was amended to (a) extend (i) the maturity date thereof from* January 31, 2024to January 31, 2026, (ii) the date following which the2020* Note* maybe redeemed by JKD Investor from January 31, 2023to January 31, 2025,and (iii) the date following which the2020* Note* maybe prepaid by the Operating LLC from January 31, 2023to January 31, 2025;and (b) increase the interest rate payable under the2020* Note from 10% per annum to 12% per annum effective as of* January 31, 2024.*

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Junior Subordinated Notes

The Company assumed $49,614 aggregate principal amount of junior subordinated notes outstanding at the time of the AFN Merger. The Company recorded the debt at fair value on the acquisition date. Any difference between the fair value of the junior subordinated notes on the AFN Merger date and the principal amount of debt is amortized into earnings over the estimated remaining life of the underlying debt as an adjustment to interest expense.

The junior subordinated notes are payable totwo special purpose trusts:

Alesco Capital Trust I and Sunset Financial Trust (collectively, the “Trusts”) described above are VIEs pursuant to variable interest provisions included in ASC810 because the holders of the equity investment at risk donot have adequate decision making ability over the Trusts’ activities. The Company isnot the primary beneficiary of the Trusts as it doesnot have the power to direct the activities of the Trusts. The Trusts arenot consolidated by the Company and, therefore, the Company’s consolidated financial statements include the junior subordinated notes issued to the Trusts as a liability, and the investment in the Trusts’ common securities as an asset. The common securities were deemed to have a fair value of $0 as of the AFN Merger date. These are accounted for as cost method investments; therefore, the Company doesnot adjust the value at each reporting period. Any income generated on the common securities is recorded as interest income, a component of interest expense, net, in the consolidated statement of operations.

The junior subordinated notes have several financial covenants. Since the AFN Merger, Cohen & Company Inc. has been in violation ofone covenant of Alesco Capital Trust I. As a result of this violation, Cohen & Company Inc. is prohibited from issuing additional debt that is either subordinated to or pari passu with the Alesco Capital Trust I debt. This violation doesnot prohibit Cohen & Company Inc. from issuing senior debt or the Operating LLC from issuing debt of any kind. Cohen & Company Inc. is in compliance with all other covenants of the junior subordinated notes. The Company doesnot consider this violation to have a material adverse impact on its operations or on its ability to obtain financing in the future.

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Byline Credit Facility

On* October 28, 2020,the Company entered into an unsecured line of credit with Byline Bank, as lender, and Cohen Securities, as borrower (the "Byline Credit Facility"). From October 28, 2020to June 2025,the Company and Byline Bank have entered into several amendments that changed the terms such as: (i) interest rate, (ii) total line of credit, (iii) financial covenants, and (iv) maturity dates. During that period, the Company complied with all financial covenants and all payment terms of the Byline Credit Facility and there wereno* defaults or events of default thereunder during the period.

Effective as of* June 30, 2025,the Byline Credit Facility consisted of a single $15,000 unsecured line of credit under which Cohen Securities is the borrower, which is guaranteed by the Company, the Operating LLC, Cohen Securities Holdings, and Cohen Securities. Effective as of June 18, 2025,the Operating LLC and Byline Bank entered into the Third Amendment to Third Amended and Restated Loan Agreement, pursuant to which (i) both the maturity date and the final date that loans can be made under the Byline Credit Facility were extended from June 18, 2025to June**18,* 2026 and (ii) the amount of Excess Net Capital that Cohen Securities must maintain was reduced from $40,000 to $30,000.

Loans under the Byline Credit Facility bear interest at a per annum rate equal to Term SOFR plus 6.0%, provided that inno event can the interest rate be less than 7.0%. The Company is required to pay on a quarterly basis an undrawn commitment fee at a per annum rate equal to 0.50% of the undrawn portion of Byline Bank’s*$15,000* commitment under the Byline Credit Facility.

The Company is also required to pay on each anniversary a commitment fee at a per annum rate equal to 0.50% of the $15,000 commitment under the Byline Credit Facility. Loans under the Byline Credit Facility must be used by the Company for working capital purposes and general liquidity. The Company* mayrequest a reduction in Byline Bank’s$15,000* commitment in a minimum amount of $1,000 and multiples of $500 thereafter uponnot less thanfive days’ prior notice to Byline Bank. The Company* maydraw on the facility until June 18, 2026.Loans (both principal and interest) made by Byline Bank under the amended and restated agreement are scheduled to mature and become immediately due and payable in full on June 18, 2026.*

The Company is subject to the following financial covenants in the Byline Credit Facility. As of* September 30, 2025* and* December 31, 2024*, the Company was in compliance with all of the following financial covenants.

1. Cohen Securities' tangible net worth as defined must exceed$70,000;

2. Cohen Securities' excess net capital as defined in Rule15c3-1 of the Exchange Act must exceed$30,000; and

3. The total amount drawn on the facility mustnot exceed 25% of Cohen Securities' tangible net worth as defined.

As of* September 30, 2025* and* December 31, 2024*, no amounts were outstanding under the Byline Credit Facility, and the Company was in compliance with all financial covenants thereunder.





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16. EQUITY

Stockholders’ Equity

Common Equity: The following table reflects the activity for thenine months ended* September 30, 2025* related to the number of shares of unrestricted Common Stock that the Company had issued.

Series E Voting Non-Convertible Preferred Stock: Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) hasno economic rights but entitles the holders thereof to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For everyten shares of Series E Preferred Stock, the holders are entitled toone 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* September 30, 2025*. For a more detailed description of these shares see note21 to the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*.



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 arenot* 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 toone vote for everyten shares of Series F Preferred Stock on each matter submitted to the holders for their vote. As of* September 30, 2025*, there were 22,429,541 shares of Series F Preferred Stock issued and outstanding*.For a more detailed description of these shares see note21* to the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*.

Cash Dividends

On each of* March 10, 2025,** May 1, 2025,and July 31, 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, * June 2, 2025,and August 29, 2025,respectively, to stockholders of record on March 26, 2025,* May 16, 2025,and August 15,2025, respectively. Pro rata distributions were made to the other members of the Operating LLC upon payment of dividends to the Company's stockholders. On November 4, 2025,the Company's board of directors declared a cash dividend of$0.25* per share on its Common Stock. The dividends are payable* December 3, 2025,to shareholders of record as of November 19, 2025.*

During thenine months ended* September 30, 2025*, 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.

The Company recognized a net increase in additional paid in capital of $512 and a net decrease in AOCI of $13 with an offsetting decrease in non-controlling interest of $499 in connection with the acquisition and surrender of additional units of the Operating LLC during thenine months ended* September 30, 2025*. 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 thenine months ended* September 30, 2025and2024*.





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Equity Distribution Agreement

On* October 5, 2023,the Company entered into an equity distribution agreement (the “Equity Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company's Common Stock, having an aggregate offering price of up to $75,000 (collectively the “Shares”). Sales of the Shares, if any, under the Equity Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule415* under the Securities Act as agreed with the Sales Agent. In accordance with the applicable rules of the SEC, the Company is permitted to sell an aggregate of up to $4,712 in Shares under the Equity Agreement, which representsone-third of the value of the Common Stock held by non-affiliates.

The Equity 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 Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agent* may*be required to make with respect to any of those liabilities. The Company will pay the Sales Agent a commission of 2.5% of the gross offering proceeds of the Shares sold through the Sales Agent pursuant to the Equity Agreement.

The offering of the Common Stock pursuant to the Equity Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Agreement.

No shares were sold under the Equity Distribution Agreement during2025. During thethree andnine months ended* September**30,* 2024, the Company sold 0 and 13,500 shares of Common Stock, respectively, in the open market pursuant to the Equity Agreement for a total net sale price of $0 and $154, respectively.

Detail of Non-Controlling Interest

The Company hastwo major categories of non-controlling interest. Convertible non-controlling interest represents the portion of the Operating LLCnot 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 arenot owned by the Operating LLC. The non-convertible non-controlling interest isnot exchangeable into Common Stock.

ROLLFORWARD OF NON-CONTROLLING INTERESTS

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 note21 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*, for a discussion of the Company’s non-controlling interests.

Partial redemption of convertible non-controlling interests

On* February 5, 2025,Daniel G. Cohen, the Company’s executive chairman, in accordance with the Operating LLC operating agreement, 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, 2025of 1,011,000 restricted LLC Units that had been previously granted to Mr. Cohen under the2020* Long-Term Incentive Plan. On* February 1, 2024,Daniel G. Cohen, in accordance with the Operating LLC operating agreement, redeemed 443,474 LLC Units for which the Company paid to Mr. Cohen an aggregate of $315, or $0.711 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, 2024,of 940,669 restricted LLC Units that had been previously granted to Mr. Cohen under the2020* Long-Term Incentive Plan.

On* February 5, 2025,Lester Brafman, the Company’s chief executive officer, in accordance with the Operating LLC operating agreement, 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 the2020* Long-Term Incentive Plan. On* February 1, 2024,Lester Brafman, in accordance with the Operating LLC operating agreement, redeemed 483,301 LLC Units for which the Company paid to Mr. Brafman an aggregate of $344, or $0.711 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, 2024,of 540,633 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 the2020* Long-Term Incentive Plan.

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17. INCOME TAXES

Cohen & Company Inc. is treated as a “C” corporation for United States federal income tax purposes. A U.S. C corporation is subject to a federal tax rate of 21%. The Company's effective tax rate is significantly different than this rate for the following reasons.

1. Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For thenine 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, the related tax expense is recognized in these consolidated financial statements. The remaining 70.5% that is allocated to the non-controlling members of the Operating LLC is subject to taxation on such members' tax returns.

2. The Operating LLC itself consolidates certain pass-through entities. Therefore, the income/(loss) of these entities is included in the Company's consolidated results butno tax expense/(benefit) related to the unowned portion is included.

3 There are state, local, and foreign taxes to which the Operating LLC or its subsidiaries are subject to, which are included in the effective tax rate.

4. The Company also has valuation allowances applied against its carryforward NOL and NCL deferred tax assets as well as its tax over book basis in the Operating LLC. Valuation allowances are applied to deferred tax assets when management determines that the assets* may**not* be fully realized. This determination requires significant judgement and is primarily based on management's expectations regarding the generation of future taxable income. ASC740 indicates that all available evidence should be considered when assessing the need for and the appropriate level of a valuation allowance. All available evidence includes historical information supplemented by all currently available information about future periods.

The following table presents the components on the Company's consolidated provision for income tax for the periods presented.

The Big Beautiful Bill Act ("OBBBA") was enacted on* July 4, 2025.The only provisions of the OBBBA that directly impact the Company are: (i) changes in bonus depreciation and (ii) changes in the calculation of the amount of net interest expense that is deductible. In both cases, the impact to the Company will be immaterial. The OBBBA made significant changes to individual income taxes including the taxation of overtime and tips that may*impact certain company's workforces thereby having an indirect effect on these companies. However,none of the Company's employees receive tips and the Company has an immaterial number of hourly employees.

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18. NET CAPITAL REQUIREMENTS

Cohen Securities is subject to the net capital provision of Rule15c3-1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein. As of* September 30, 2025*, Cohen Securities' minimum required net capitalwas $250, and actual net capital was $74,371, which exceeded the minimum requirements by $74,121. CCFESA, a subsidiary of the Company, is regulated by the ACPR in France. CCFESA is subject to certain regulatory capital requirements in accordance with ArticlesL.533-2 et seq.of the French Financial and Monetary Code, implementing the new framework set out in the Investment Firm Regulation ("IFR") and the Investment Firm Directive ("IFD"). As of September 30, 2025, the total minimum required net liquid capital was $728 and actual net liquid capital in CCFESA was $2,024, which exceeded the minimum requirement by $1,296.

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19**. EARNINGS / (LOSS) PER COMMON SHARE**

The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated.

EARNINGS / (LOSS) PER COMMON SHARE

(Dollars in Thousands, except share or per share information)

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20. COMMITMENTS AND CONTINGENCIES

Legal and Regulatory Proceedings



From time to time, the Company is a party to various routine legal proceedings, claims, and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters willnot have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred.

The SEC’s enforcement division has concluded the previously disclosed investigation intoone of the Company's investment advisers, Cohen & Company Financial Management LLC ("CCFM"). The staff has informed us that they donot intend to recommend an enforcement action by the Commission against CCFM in connection with this investigation.

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21. SEGMENT AND GEOGRAPHIC INFORMATION** **

The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note1. The Company's chief executive officer is the chief operating decision-maker (“CODM”) and is responsible for allocating resources and assessing the performance of the business segments. The CODM relies on enterprise net income / (loss) to allocate resources because it provides insight into profitability for the entire enterprise including the convertible non-controlling interest but excluding non-convertible non-controlling interest. The CODM uses enterprise net income / (loss) in the annual budgeting and forecasting process. The CODM considers budget to actual variances on a monthly basis when making allocation decisions.

The Company’s business segment information was prepared in a manner consistent with the internal reporting provided to the CODM and represents the information that is relied upon by management in its decision-making processes. Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment.

The Company presents principal transactions gains and losses that relate to financial instruments that the Company received through CCM's activities as part of the Capital Markets segment with all other principal transactions gains and losses included in the Principal Investing segment. Prior to* December 31, 2024,*all principal transactions gains and losses were included in the Principal Investing segment. The Company restated all prior periods presented to be consistent. The CODM evaluates the performance of the Capital Markets segment including the gains and losses on the financial instruments received through CCM's activities.

Interest expense in the table below includes non-operating interest expense. Interest income and expense relating to operations is included in net trading revenue. See note5. Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs)not directly associated with specific business segments arenot allocated to the business segments’ statements of operations. See (1) below.

Beginning in2024 annual reporting, the Company adopted ASU2023-07 retrospectively. The following table sets forth the Company's segment information of revenue, expenses, and income (loss) from operations.

Nine Months Ended* September 30, 2025*

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Nine Months Ended* September 30, 2024*

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Three Months Ended* September 30, 2025*

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Three Months Ended* September 30, 2024*

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BALANCE SHEET DATA

As of* September 30, 2025*



BALANCE SHEET DATA



Geographic Information

The Company conducts its business activities through offices in the following locations: (1) United States and (2) Europe. Total revenues by geographic area are summarized as follows.

GEOGRAPHIC DATA

Long-lived assets attributable to an individual country, other than the United States, arenot material.



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22**. SUPPLEMENTAL CASH FLOW DISCLOSURE**

Cash flows from investments (including derivatives) classified as investments-trading or trading securities sold,not yet purchased, are presented on a net basis as a component of cash flows from operations. Cash flows from investments (including derivatives) classified as other investments, at fair value or other investments sold,not yet purchased, are presented on a gross basis as a component of cash flows from investing.

Interest paid by the Company on its debt and redeemable financial instruments was $4,192 and $4,633 for thenine months ended* September 30, 2025and2024*, respectively.

The Company paid income taxes of $210 and $60 for thenine months ended* September 30, 2025and2024*, respectively. The Company received income tax refunds of $0 and $240 for thenine months ended* September 30, 2025and2024*, respectively.

For thenine months ended* September 30, 2025*, the Company had the following significant non-cash transactions that arenot reflected on the statement of cash flows:

For thenine months ended* September 30, 2024*, the Company had the following significant non-cash transactions that arenot reflected on the statement of cash flows:

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23**. RELATED PARTY TRANSACTIONS**

Certain terms in this footnote are defined in the Company’s Annual Report on Form10-K for the year ended* December 31, 2024*. The Company has identified the following related party transactions for thenine months ended* September 30, 2025and2024*. 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. On* October 3, 2016,the Operating LLC and JKD Investor entered into the JKD Investment Agreement. The interest expense incurred relating to the JKD Investment Agreement is disclosed in the table below. See note4.*

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 the2024* Note in the principal amount of $5,146. The Company elected to prepay $2,573 of the principal amount of the2024 Note that was due on* August 31, 2025on June 30, 2025.The interest incurred on the2024* Note is disclosed in the table below. See notes4 and15.

On* January 31, 2020,JKD Investor purchased $2,250 of the2020* Notes. On* January**31,* 2022, the Operating LLC and JKD Investor entered into the2022 Note 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 the2020 Note in the aggregate principal amount of $4,500.See note15. The Company incurred interest expense on this debt, which is disclosed in the table below.



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

Cohen Circle is a related party because Daniel 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, 2018and has a term that automatically renews forone*-year periods ifnot cancelled by either party upon90 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.



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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 mayreceive 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 note11.*

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 September 30, 2025.*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* September 30, 2025*, the Company owned 1.83% 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 management 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* September 30, 2025*, the Company owned 7.5% of the equity of CREO JV.

Columbus Circle SPAC

The Columbus Circle SPAC is a related party as it is an equity method investment of the Company. The Company owns26.4% of Columbus Circle SPAC. Income earned or loss incurred on equity method investments is included in the table below. The Company has entered into an administrative services agreement with the Columbus Circle 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 loaned to the Columbus Circle SPAC approximately $350 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Company committed to loan the Columbus Circle SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bearno interest and, if the Columbus Circle SPAC consummates a business combination in the required time frame, the loans are to be repaid from the funds held in the trust account. If the Columbus Circle SPAC doesnot consummate a business combination in the required time frame,no funds from the trust account can be used to repay the loans and any outstanding loans would likely be written off. See note4.

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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”).

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, 2025and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Companyno* 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 thethree* months andnine months ended* September**30,* 2025, the Company recorded net loss of $0 and $381, respectively, related to Vellar GP, which includes both the loss on sale and the results of operations for the2025 period prior to the sale. This amount isnot 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 note4.

Sponsor Entities of Other SPACs

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* maybe 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 transaction with a SPAC sponsor that was considered to be a related party that the Company didnot* consolidate.

FTAC Emerald Acquisition Corp. ("FTAC Emerald") was a SPAC. The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") was a related party as it was 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 periodnot longer than24 months. As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. 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.*

Other

The Company invests in sponsor entities of SPACs, either directly or through its interest in the SPAC Series Funds, that arenot otherwise affiliated with the Company but are considered related parties because they are accounted for under the equity method. As of* September 30, 2025*, the Company owned 0.4% of these entities in the aggregate. Income earned or loss incurred on the equity method investments is disclosed in other SPAC entities in the table below.

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

The following related party transactions arenot included in the table above.

D. Directors and Employees

On* October 1, 2024,the Company assumed the final year obligation of athree*-year corporate aircraft program membership from the Company's executive chairman, Daniel G. Cohen. The contract, which allowed for an allotted number of hours of air travel on select aircraft, expired on* September 30, 2025.*The Company used the air travel for general business purposes and recorded the expense for this arrangement in business development, occupancy, and equipment expense in the consolidated statement of operations.

During thethree months ended* September 30, 2025,and2024,* the Company recognized $234 and $0, respectively, of expense on this arrangement. During thenine months ended* September 30, 2025and2024,* the Company recognized $520 and $0, respectively, of expense on this arrangement.

On* October 1, 2025,the Company and Cohen Circle jointly entered athree*-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 September 2025,the Company paid $699 for thefirst* year of the contract and Cohen Circle will reimburse the Company for any flight hours used for Cohen Circle business purposes.

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 $8 and $0 from Grand Cru Farm during thethree months ended* September 30, 2025and2024*, respectively. The Company purchased $23 and $0 from Grand Cru Farm during thenine months ended* September 30, 2025and2024*, respectively.

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 a401(k) savings plan covering substantially all of its employees. The Company matches 50% of employee contributions for all participantsnot to exceed 3% of their eligible compensation. Contributions made on behalf ofthe Company were $129 and $98 for thethree months ended* September 30, 2025and2024*, respectively. Contributions made on behalf of the Company were $404 and $343 during thenine months ended* September 30, 2025and2024*, respectively.

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24**. DUE FROM / DUE TO RELATED PARTIES**

Amounts due to related parties associated with redeemable financial instruments and outstanding debt are included as components of those balances in the consolidated balance sheets. In addition, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company doesnot elect the fair value option is included as a component of investments in equity method affiliates in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company elected the fair value option is included as a component of other investments, at fair value in the consolidated balance sheets.

The following table summarizes amounts due from / to related parties as of each date shown. These amounts* mayresult from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note23* and final settlement of those transactions in cash. All amounts are primarily non-interest bearing.

DUE FROM RELATED PARTIES

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