COHEN DANIEL G 4

What Happened

• Daniel G. Cohen, a 10% owner of Cohen & Co Inc. (COHN), redeemed (converted) 463,915 membership units of the company’s Operating LLC on 2026-02-03. The units were redeemed for cash at $1.951 per unit, for a total of $905,098.17. The redemption was used to fund tax liabilities arising from the vesting on Jan 31, 2026 of 1,011,001 restricted units granted under the company’s long-term incentive plan.

Key Details

• Transaction date and price: 2026-02-03; 463,915 units redeemed at $1.951 per unit; total $905,098.17. (Reported on Form 4 filed 2026-02-05.)
• Transaction type: Code M — exercise/conversion of a derivative (redemption of LLC membership units for cash).
• Reason / footnote: Proceeds used to pay taxes from the vesting of 1,011,001 restricted units (see Footnote F1).
• Redemption option: Under the Operating LLC agreement, units may be redeemed for cash or converted at the Company’s option into common shares at a ratio of 1 share per 10 units; Mr. Cohen received cash.
• Shares owned after transaction: Not specified in the filing.
• Timeliness: Filed promptly (reporting period 2026-02-03; Form 4 filed 2026-02-05).

Context

• This was not an open-market sale of company stock but a conversion/redemption of LLC units to cover tax obligations tied to vested restricted units. Such redemptions for tax withholding are common and don’t necessarily signal a buy/sell opinion about the company’s shares.