Cohen & Co Inc.

Previous wording

As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series of interest for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs. We are not issuing any new SPAC Series Funds, and this business is winding down. Generally, when a SPAC acquires or merges with a privately held target company, the target company winds up owning a majority of the resulting outstanding equity of the SPAC so the transaction is accounted for as a reverse merger. Private companies utilize reverse mergers with SPACs as a method of going public as an alternative to a traditional IPO. All of our business activity related to SPACs is highly sensitive to the volume of activity in the SPAC market. Volumes could be negatively impacted if target companies no longer see SPACs as an attractive alternative thereby reducing the number of suitable potential business combination targets. Also, investor demand for SPACs would be negatively impacted if the stock of SPACs that successfully complete a business combination underperform the market. If volumes of SPAC activity decline, our results of operations will likely be significantly negatively impacted.

Current wording

As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series of interest for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs. We are not issuing any new SPAC Series Funds, and this business is winding down. Generally, when a SPAC acquires or merges with a privately held target company, the target company winds up owning a majority of the resulting outstanding equity of the SPAC so the transaction is accounted for as a reverse merger. Private companies utilize reverse mergers with SPACs as a method of going public as an alternative to a traditional IPO. All of our business activity related to SPACs is highly sensitive to the volume of activity in the SPAC market. Volumes could be negatively impacted if target companies no longer see SPACs as an attractive alternative thereby reducing the number of suitable potential business combination targets. Also, investor demand for SPACs would be negatively impacted if the stock of SPACs that successfully complete a business combination underperform the market. If volumes of SPAC activity decline, our results of operations will likely be significantly negatively impacted. CCM also provides SPAC underwriting and de-spac advisory and placement services to clients. A portion of the consideration it receives may be placement units or warrants in pre-business combination SPACs, or shares in post SPAC business combination operating companies.

Previous wording

On February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMIIU) (the “ Columbus Circle II SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

Current wording

On February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMII) (the “Columbus Circle II SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

Previous wording

If the Columbus Circle II SPAC fails to consummate a Business Combination within the first 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 II SPAC’s shareholders approve an amendment to the Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the Columbus Circle II SPAC will have to consummate an initial Business Combination.

Current wording

If the Columbus Circle II SPAC fails to complete a Business Combination within the first 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 II SPAC’s shareholders approve an amendment to the Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the Columbus Circle II SPAC will have to complete an initial Business Combination.

Previous wording

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

Current wording

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

Previous wording

A total of $230,000 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 is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares if the Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of the Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Columbus Circle II SPAC’s public shares if the Columbus Circle II SPAC has not consummated an initial Business Combination within 24 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-initial Business Combination activity. If the Columbus Circle II SPAC does not complete a Business Combination, the Placement Units will expire and be worthless.

Current wording

A total of $230,000 of the net proceeds from the Private Placement and the IPO was placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares if the Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of the Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Columbus Circle II SPAC’s public shares if the Columbus Circle II SPAC has not consummated an initial Business Combination within 24 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-initial Business Combination activity. If the Columbus Circle II SPAC does not complete a Business Combination, the Placement Units will expire and be worthless.

Previous wording

The Columbus Circle II Sponsor loaned to the Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per share. If the Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle II SPAC’s trust account can be used to repay the loans.

Current wording

The Columbus Circle II Sponsor loaned to the Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans will be repaid from the funds held in the Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per share. If the Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle II SPAC’s trust account can be used to repay the loans.

Previous wording

Certain non-controlling interests in the Columbus Circle II Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Columbus Circle II Sponsor, either directly or indirectly, and have an interest in the Columbus Circle II SPAC’s founder shares through such membership interests in the Columbus Circle II Sponsor. The number of the Columbus Circle II SPAC’s founders shares in which such non-controlling interests in the Columbus Circle II Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Columbus Circle II Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the Columbus Circle II SPAC’s founder shares currently allocated to the Operating LLC is 2,627,383, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.

Current wording

Columbus Circle II Sponsor holds an aggregate of 7,666,667 founder shares in Columbus Circle II SPAC. Certain non-controlling interests in the Columbus Circle II Sponsor, including executives and key employees of the Operating LLC as well as IPAM, either directly or indirectly, have an interest in Columbus Circle SPAC II's founder shares through membership interests in Columbus Circle II Sponsor. The number of the Columbus Circle II SPAC founders shares in which such non-controlling interests in the Columbus Circle II Sponsor, including such executives and key employees of the Operating LLC as well as IPAM, have an interest in through Columbus Circle II Sponsor will not be finally and definitively determined unless and until the Closing of the Business Combination. The number of Columbus Circle II SPAC founder shares currently allocated to the Operating LLC is approximately 667,000, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. In addition, as part of the agreement, CCM will forfeit its 360,000 Placement Units.

Previous wording

On May 19, 2025, Columbus Circle Capital Corp. I (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.

Current wording

On May 19, 2025, Columbus Circle Capital Corp. I (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination, completed the sale of 25,000,000 units in its IPO, which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.

Previous wording

On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), 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 would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial became 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, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

Current wording

On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement"). Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial would 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, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

Previous wording

As of March 31, 2026, we held 2,151,666 shares of BRR, which were allocated to us by the sponsor of the Columbus Circle SPAC. As of March 31, 2026, we carried these shares at a value of $4,540 as a component of other investments, at fair value in our consolidated balance sheet. The BRR shares are subject to certain transfer restrictions, which restrictions will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in our consolidated statement of operations. For the three-month period ended March 31, 2026, we recorded a loss of ($3,055) on these shares.

Current wording

As of June 30, 2026, we held 2,151,666 shares of BRR, which were allocated to us by the sponsor of the Columbus Circle SPAC. As of June 30, 2026, we carried these shares at a value of $3,314 as a component of other investments, at fair value in our consolidated balance sheet. The BRR shares are subject to certain transfer restrictions, which will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in our consolidated statement of operations. For the three and six-month period ended June 30, 2026, we recorded losses of ($1,227) and ($4,282), respectively, related to these shares.

Previous wording

In addition, we served as underwriter and advisor to the Columbus Circle SPAC. As partial consideration for these services, we received 392,000 shares of BRR and 196,000 warrants. As of March 31, 2026, the shares and warrants were carried at a value of $882, and are included as a component of other investments, at fair value in our consolidated balance sheet. For the three-month period ended March 31, 2026, we recorded a loss of ($639) on these shares and warrants.

Current wording

In addition, we served as underwriter and advisor to the Columbus Circle SPAC. As partial consideration for these services, we received 392,000 shares of BRR and 196,000 warrants. As of June 30, 2026, the shares and warrants were carried at a value of $647 as a component of other investments, at fair value in our consolidated balance sheet. For the three and six month period ended June 30, 2026, we recorded losses of ($235) and ($874), respectively, related to these shares and warrants.

Previous wording

When CCM receives financial instruments in exchange for services, the non-cash revenue recorded equals the fair value of the financial instrument received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the financial instrument until the financial instrument is finally liquidated. Unless the financial instruments received have been fully liquidated, CCM may experience further gains or losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.

Current wording

When CCM receives financial instruments in exchange for services, the non-cash revenue recorded equals the fair value of the financial instruments received as of the date the underlying transaction closed. CCM's clients include many newly public companies as well as early stage and high growth companies. These companies often have highly volatile stock prices. Accordingly, CCM may experience significant gains or losses subsequent to the receipt of the financial instruments until the financial instruments are finally liquidated. Unless the financial instruments received have been fully liquidated, CCM may experience further gains or losses in the future related to those financial instruments. See note 7 to our consolidated financial statements included in this Quarterly Report on Form 10-Q to review the remaining carrying value of positions held as of the current reporting period date.

Previous wording

(1) In some cases, accounts we manage may employ leverage. Further, in some cases, our fees are based on gross assets and in other cases, our fees are based on net assets. Finally, in the case of the SPAC Series Funds there are no management fees earned. AUM included herein is calculated using either gross or net assets of each managed account or CDO based on whichever serves as the basis for our management fees. In the case where no management fees are earned, the net assets are included.

Current wording

(1) In some cases, accounts we manage may employ leverage. Further, in some cases, our fees are based on gross assets and in other cases, our fees are based on net assets. AUM included herein is calculated using either gross or net assets of each managed account or CDO based on whichever serves as the basis for our management fees. In the case where no management fees are earned, the net assets are included.

Previous wording

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The loss on sale of Vellar GP related to the sale of our interest in the Vellar GP consummated in the three months ended March 31, 2025. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $10,304 in revenue share income. Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.

Current wording

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The loss on sale of Vellar GP related to the sale of our interest in the Vellar GP consummated in the three months ended March 31, 2025. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $10,633 in revenue share income. Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.

Previous wording

Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. The increase was primarily the result of increased incentive compensation driven by increased revenue. Our total headcount was 128 at March 31, 2026 and 117 at March 31, 2025. Equity-based compensation remained relatively unchanged.

Current wording

Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. This amount includes accrued unpaid compensation related to non-cash investment banking revenue. The increase was primarily the result of increased incentive compensation driven by increased revenue. Our total headcount was 129 at June 30, 2026 and 118 at June 30, 2025. Equity-based compensation increased because of increased issuances of units and shares to employees.

Previous wording

Professional fees and other operating expenses increased by$2,132, or 76%, to$4,924 for the three months ended March 31, 2026, as compared to$2,792 for the three months ended March 31, 2025. This increase is comprised of an increase in professional fees of $2,433; partially offset by a decrease in other operating expenses of $301.

Current wording

Professional fees and other operating expenses increasedby $1,083, or 17%, to $7,436 for thesix months ended June 30, 2026, as compared to $6,353 for thesix months ended June 30, 2025. The increase was comprised of an increase in professional fees of $1,417, partially offset by a decrease in other operating expense of $334.

Previous wording

SPAC sponsor entities and other includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations. Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee. For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above.

Current wording

SPAC sponsor entities and other includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations. Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee. For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above. A significant portion of loss from equity method affiliates related to Columbus Circle I SPAC and Columbus Circle II SPAC are attributable to the non-convertible non-controlling interest. See discussion below.

Previous wording

Revenues increased by $29,162, or 101%, to $57,902 for the three months ended March 31, 2026, as compared to $28,740 for the three months ended March 31, 2025. Each line item is discussed below in more detail.

Current wording

Revenues increased by $9,616, or 16%, to $69,487 for the three months ended June 30, 2026, as compared to $59,871 for the three months ended June 30, 2025. Each line item is discussed below in more detail.

Previous wording

Net trading revenue increased by $3,989, or 43%, to $13,200 for the three months ended March 31, 2026, as compared to $9,211 for the three months ended March 31, 2025. The following table shows the detail by trading group.

Current wording

Net trading revenue increased by $3,131, or 29%, to $13,888 for the three months ended June 30, 2026, as compared to $10,757 for the three months ended June 30, 2025. The following table shows the detail by trading group.

Previous wording

Principal transactions and other income (loss) decreased by $773 to ($3,428) for the three months ended March 31, 2026, as compared to ($2,655) for the three months ended March 31, 2025. The following table summarizes principal transactions and other income by category.

Current wording

Principal transactions and other income (loss) decreased by $3,110 to ($297) for the three months ended June 30, 2026, as compared to $2,813 for the three months ended June 30, 2025. The following table summarizes principal transactions and other income by category.

Previous wording

Operating expenses increased by $24,136, or 84%, to $52,769 for the three months ended March 31, 2026, as compared to $28,633 for the three months ended March 31, 2025. Each line item is discussed in more detail below.

Current wording

Operating expenses increased by $4,702, or 9%, to $57,078 for the three months ended June 30, 2026, as compared to $52,376 for the three months ended June 30, 2025. Each line item is discussed in more detail below.

Previous wording

Compensation and benefits increased by $19,641, or 91%, to $41,307 for the three months ended March 31, 2026, as compared to $21,666 for the three months ended March 31, 2025.

Current wording

Compensation and benefits increased by $3,862, or 9%, to $48,185 for the three months ended June 30, 2026, as compared to $44,323 for the three months ended June 30, 2025.

Previous wording

Business development, occupancy, and equipment increased by$554, or 30%, to$2,383 for the three months ended March 31, 2026, as compared to$1,829 for the three months ended March 31, 2025. This increase was comprised of an increase in business development of $427 and an increase in occupancy and equipment of $127.

Current wording

Business development, occupancy, and equipment increased by$603, or 30%, to$2,591 for the three months ended June 30, 2026, as compared to$1,988 for the three months ended June 30, 2025. This increase was comprised of an increase in business development of $414 and an increase in occupancy and equipment of $189.

Previous wording

Subscriptions, clearing, and execution increased by$1,778, or 82%, to$3,952 for the three months ended March 31, 2026, as compared to$2,174 for the three months ended March 31, 2025. The increase was comprised of an increase in clearing and execution of $1,565 and an increase in subscriptions of $213.

Current wording

Subscriptions, clearing, and execution increased by$1,241, or 53%, to$3,573 for the three months ended June 30, 2026, as compared to$2,332 for the three months ended June 30, 2025. The increase was comprised of an increase in clearing and execution of $972 and an increase in subscriptions of $269.

Previous wording

Depreciation and amortization increased by $31, or 18%, to $203 for the three months ended March 31, 2026, as compared to $172 for the three months ended March 31, 2025.

Current wording

Depreciation and amortization increased by $45, or 26%, to $217 for the three months ended June 30, 2026, as compared to $172 for the three months ended June 30, 2025.

Previous wording

Interest expense, net decreased by $113 to $1,335 for the three months ended March 31, 2026, as compared to $1,448 for the three months ended March 31, 2025.

Current wording

Interest expense, net decreased by $185 to $1,311 for the three months ended June 30, 2026, as compared to $1,496 for the three months ended June 30, 2025.

Previous wording

Income / (loss) from equity method affiliates decreased by $2,945 to ($527) for the three months ended March 31, 2026, as compared to $2,418 for the three months ended March 31, 2025. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Current wording

Income / (loss) from equity method affiliates decreased by $1,601 to ($3,038) for the three months ended June 30, 2026, as compared to ($1,437) for the three months ended June 30, 2025. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Previous wording

Income tax expense / (benefit) decreased by $321 to ($182) for the three months ended March 31, 2026, as compared to $139 for the three months ended March 31, 2025.

Current wording

Income tax expense / (benefit) decreased by $630 to $141 for the three months ended June 30, 2026, as compared to $771 for the three months ended June 30, 2025.

Previous wording

Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the three months ended March 31, 2026, Cohen & Company Inc. owned 30.4% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 69.6% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.

Current wording

Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the three months ended June 30, 2026, Cohen & Company Inc. owned 33.6% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 66.4% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.

Previous wording

Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit our ability to withdraw capital above the required minimum amounts (excess capital) whether through a distribution or a loan. CCFESA is subject to the regulations of the ACPR, which imposes minimum capital requirements. See note 25 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit our ability to withdraw capital above the required minimum amounts (excess capital) whether through a distribution or a loan. CCFESA is subject to the regulations of the ACPR, which imposes minimum capital requirements. See note 18 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

We had the following financing transactions in excess of $1,000 during the three months ended March 31, 2026, excluding dividends paid on Common Stock, the pro rata distributions made to the convertible non-controlling interest, and non-cash items:

Current wording

We had the following financing transactions in excess of $1,000 during the six months ended June 30, 2026, excluding dividends paid on Common Stock, the pro rata distributions made to the convertible non-controlling interest, and non-cash items:

Previous wording

As of March 31, 2026 and December 31, 2025, we maintained cash and cash equivalents of $ 18,992 and $ 56,762, respectively. We generated cash from or used cash for the activities described below.

Current wording

As of June 30, 2026 and December 31, 2025, we maintained cash and cash equivalents of $ 40,093 and $ 56,762, respectively. We generated cash from or used cash for the activities described below.

Previous wording

As of March 31, 2026, our cash and cash equivalents were $18,992, representing a decrease of $37,770 from December 31, 2025. The decrease was attributable to cash used in operating activities of $31,208, cash provided by investing activities of $2,522, cash used in financing activities of $8,922, and a decrease in cash caused by the change in exchange rates of $162.

Current wording

As of June 30, 2026, our cash and cash equivalents were $40,093, representing a decrease of $16,669 from December 31, 2025. The decrease was attributable to cash used in operating activities of $27,286, cash provided by investing activities of $23,016, cash used in financing activities of $12,173, and a decrease in cash caused by the change in exchange rates of $226.

Previous wording

The cash used in operating activities of $31,208 was comprised of (a) net cash outflows of $42,609 related to working capital fluctuations; (b) net cash inflows of $18,014 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflows from other earnings items of $6,613 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).

Current wording

The cash used in operating activities of $27,286 was comprised of (a) net cash outflows of $10,501 related to working capital fluctuations; (b) net cash inflows of $16,707 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflows from other earnings items of $33,492 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).

Previous wording

The cash provided by investing activities of $2,522 was comprised of (a) sales and returns of principal - other investments, at fair value of $7,639; (b) sales and returns of principal - other investments sold, not yet purchased at fair value of $694; partially offset by (c) $5,483 of investments in equity method affiliates; and (d) $328 in purchases of furniture, equipment, and leasehold improvements.

Current wording

The cash provided by investing activities of $23,016 was comprised of (a) sales and returns of principal - other investments, at fair value of $32,962; (b) sales and returns of principal - other investments sold, not yet purchased at fair value of $1,063; partially offset by (c) $5,417 of investments in equity method affiliates; (d) $524 in purchases of furniture, equipment, and leasehold improvements; and (e) $5,068 of purchases of other investments, at fair value.

Previous wording

The cash used in financing activities of $8,922 was comprised of (a) $4,500 repayment of the 2020 Note; (b) $638 of cash used to net settle equity awards; (c) $5,181 in dividends; (d) $1,883 in redemption of convertible non-controlling interest units; partially offset by (e) $614 in proceeds from the sale of Common Stock; and (f) $2,666 in investments in the non-convertible non-controlling interest.

Current wording

The cash used in financing activities of $12,173 was comprised of (a) $4,500 repayment of the 2020 Note; (b) $638 of cash used to net settle equity awards; (c) $3,133 in dividends; (d) $7,072 in convertible non-controlling interest distributions; (e) $1,883 in redemption of convertible non-controlling interest units; partially offset by (f) $2,387 in proceeds from the sale of Common Stock; and (g) $2,666 in investments from the non-convertible non-controlling interest.

Previous wording

As of March 31, 2025, our cash and cash equivalents were $ 13,985, representing a decrease of $ 5,605 from December 31, 2024. The decrease was attributable to cash used in operating activities of $ 6,372, cash provided by investing activities of $ 4,189, cash used in financing activities of $ 3,631, and an increase in cash caused by the change in exchange rates of $ 209.

Current wording

As of June 30, 2025, our cash and cash equivalents were $25,996, representing an increase of $6,406 from December 31, 2024. The increase was attributable to cash provided by operating activities of $6,978, cash provided by investing activities of $5,215, cash used in financing activities of $6,442, and an increase in cash caused by the change in exchange rates of $655.

Previous wording

The cash used in operating activities of $6,372 was comprised of (a) net cash outflows of $4,794 related to working capital fluctuations; (b) net cash inflows of $789 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflows from other earnings items of $2,367 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).

Current wording

The cash provided by operating activities of $6,978 was comprised of (a) net cash inflows of $25,680 related to working capital fluctuations, (b) net cash outflows of $2,580 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, receivables under resale agreements, securities sold under agreements to repurchase, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased, and (c) net cash outflows from other earnings items of $16,122 (which represents net income or loss adjusted for the following non-cash operating items: other income / (expense), non-cash revenue, realized and unrealized gains and losses and accretion of income on other investments, income/(loss) from equity method affiliates, equity based compensation, depreciation and amortization, deferred taxes, and amortization of discount on debt).

Previous wording

The cash provided by investing activities of $4,189 was comprised of (a) $14,657 of sales and returns of principal from other investments, at fair value; (b) $1,308 of distributions received from equity method affiliates; partially offset by (c) $11,186 in cash used to purchase other investments, at fair value; (d) $433 in reduction in cash from the disposal of our interest in Vellar GP; and (e) $157 in cash used to purchase furniture, equipment, and leasehold improvements.

Current wording

The cash provided by investing activities of $5,215 was comprised of (a) $22,437 of sales and returns of principal from other investments, at fair value, (b) $1,312 of distributions received from equity method affiliates, partially offset by (c) $14,856 in cash used to purchase other investments, at fair value, (d) $433 in reduction in cash from the disposal of our interest in Vellar GP, (e) $2,675 invested in equity method affiliates, and (f) $570 in cash used to purchase furniture, equipment, and leasehold improvements.

Previous wording

We operate with more than the minimum regulatory capital requirement in our licensed broker-dealers and at March 31, 2026, total net capital, or the equivalent as defined by the relevant statutory regulations, in our licensed broker-dealers totaled $73,270. See note 18 to our consolidated financial statements included in Item 1 in this Quarterly Report on Form 10-Q. In addition, our licensed broker-dealers are generally subject to capital withdrawal notification and restrictions.

Current wording

We operate with more than the minimum regulatory capital requirement in our licensed broker-dealers and at June 30, 2026, total net capital, or the equivalent as defined by the relevant statutory regulations, in our licensed broker-dealers totaled $65,339. See note 18 to our consolidated financial statements included in Item 1 in this Quarterly Report on Form 10-Q. In addition, our licensed broker-dealers are generally subject to capital withdrawal notification and restrictions.