UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1220, 2026

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland

1-32026

16-1685692

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		COHN		The NYSE American Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On February 12 20, 2026, ~~Columbus~~ ~~Circle~~Cohen ~~Capital~~& ~~Corp~~Company Inc., IIa Maryland corporation (~~NASDAQ: CMIIU~~the “Company”), entered into an Equity Distribution Agreement (the “~~SPAC~~Agreement”) with Northland Securities, aInc. ~~blank~~(trade ~~check~~name Northland Capital ~~company~~Markets) ~~incorporated~~(“Northland”) and Cohen & Company Securities, LLC (“Cohen Securities”), as asales ~~Cayman~~agents ~~Islands~~(Cohen ~~exempted~~Securities ~~company~~and Northland, together, the “Sales Agent”), relating to the issuance and ~~formed~~sale ~~for~~from time to time by the ~~purpose~~Company (the “ATM Program”), through the Sales Agents, of shares ~~effecting~~of athe ~~merger,~~Company’s ~~amalgamation~~common stock, par value $0.01 per share, ~~exchange~~having an aggregate offering price of up to $75,000,000 ~~asset~~(the ~~acquisition~~“Shares”). Sales of the Shares, ~~share~~if ~~purchase~~any, ~~reorganization~~under orthe ~~similar~~Agreement ~~business~~will ~~combination~~be ~~with one~~made orin ~~more~~sales ~~businesses~~deemed ~~(each~~to abe “~~Business~~at-the-market ~~Combination~~offerings”), ~~completed~~as defined in Rule 415 under the Securities ~~sale~~Act of 231933,~~000,000~~ ~~units~~as amended (the “~~Units~~Securities Act”), inas agreed with the Sales Agents. ~~its~~In ~~initial~~accordance ~~public~~with ~~offering~~the applicable rules of the Securities and Exchange Commission (the “~~IPO~~SEC”), ~~which~~as ~~included~~of 3the date of this Current Report on Form 8-K,~~000,000~~ ~~units~~the ~~issued~~Company ~~pursuant~~is permitted to sell an aggregate of up to $13,094,305 in Shares under the ~~underwriters’~~Agreement, ~~full~~which ~~exercise~~represents one-third of ~~their~~the ~~over~~value of the Company’s outstanding common stock held by non-~~allotment~~affiliates ~~option~~of the Company. Cohen Securities is a subsidiary of Cohen & Company, LLC, the Company’s operating subsidiary.

~~Cohen &~~The ~~Company~~Agreement includes customary representations, warranties ~~LLC~~and (covenants by the ~~“Operating~~Company ~~LLC”),~~and ~~the operating~~customary ~~subsidiary~~obligations of ~~Cohen &~~the ~~Company~~parties ~~Inc~~and termination provisions., aThe ~~Maryland~~Company ~~corporation~~has (agreed to indemnify the ~~“Company”),~~Sales ~~owns~~Agents aagainst ~~portion~~certain ofliabilities, ~~and~~including isliabilities under the ~~managing~~ Securities ~~member~~Act, ~~and~~or ato ~~member~~contribute ~~of,~~to ~~Columbus~~payments the ~~Circle~~Sales 2Agents ~~Sponsor~~may ~~Corp~~be ~~LLC,~~required ~~the~~to ~~sponsor~~make ofwith ~~the~~respect ~~SPAC~~to ~~(the~~any ~~“Sponsor”)~~of those liabilities. ~~Cohen &~~ The Company ~~Capital~~will ~~Markets~~pay ~~(“CCM”),~~each Sales Agent a ~~division~~commission of 2.5% of the ~~Company’s~~gross ~~broker-dealer~~offering ~~subsidiary,~~proceeds ~~Cohen &~~of ~~Company~~the ~~Securities, LLC,~~Shares ~~acted~~sold asthrough ~~the~~such ~~lead~~Sales ~~underwriter~~Agent inpursuant to the ~~IPO~~Agreement.

~~Each~~The ~~Unit~~Shares ~~consists~~to ofbe ~~one~~sold ~~Class A~~under ~~ordinary share of~~ the ~~SPAC~~Agreement, ~~par~~if ~~value~~any, ~~$0.0001~~will ~~per~~be ~~share~~issued ~~(“Class A Ordinary Shares”),~~ and ~~one-third~~sold ofpursuant ~~one~~to ~~warrant~~the ~~(each,~~prospectus forming a ~~“Warrant”);, each~~part ~~whole~~of ~~Warrant entitles~~ the ~~holder~~Company’s toshelf ~~purchase~~registration ~~one~~statement ~~Class A~~on ~~Ordinary~~Form S-3 ~~Share~~(File ~~for $11~~No.50 ~~per~~333-275186), ~~share.~~which ~~The~~was ~~Units~~filed ~~were~~with, ~~sold~~and indeclared effective by, the ~~IPO at~~SEC anon ~~offering~~November ~~price~~26, of2023 ~~$10.00~~and ~~per~~May ~~Unit~~6, ~~for~~2024, ~~gross~~respectively, and ~~proceeds~~any ofsuccessor ~~$230,000,000~~registration ~~(before~~statement ~~underwriting~~filed ~~discounts~~by ~~and~~the ~~commissions~~Company ~~and~~with ~~offering expenses)~~respect to the Shares.

IfThe ~~the~~offering ~~SPAC~~of ~~fails to consummate a Business Combination within~~ the ~~first~~Company’s 24common ~~months~~stock ~~following~~pursuant to the ~~IPO,~~Agreement ~~its corporate existence~~ will ~~cease~~terminate ~~except~~upon ~~for~~ the ~~purposes~~sale of ~~winding~~all upof ~~its affairs and liquidating its assets, unless~~ the ~~SPAC’s~~Shares ~~shareholders~~pursuant ~~approve an amendment~~ to the ~~SPAC’s~~Agreement, ~~amended~~unless ~~and~~sooner ~~restated~~terminated in ~~memorandum~~accordance ~~and~~with ~~articles of association (~~the ~~“SPAC~~terms ~~Articles”)~~and toconditions ~~extend the amount~~ of ~~time~~ the ~~SPAC will have to consummate an initial Business Combination~~Agreement.

The ~~Sponsor~~foregoing ~~purchased~~description ~~an aggregate~~ of ~~265,000 of~~ the ~~SPAC’s placement~~Agreement ~~units~~is ~~(“Placement~~not ~~Units”)~~complete inand ais ~~private~~qualified ~~placement~~in ~~that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650,000, or $10.00 per Placement Unit. Additionally, CCM used~~ its ~~underwriting~~entirety ~~fee~~by ofreference ~~$3,600,000~~ to ~~purchase 360,000 Placement Units in~~ the ~~Private~~full ~~Placement~~text ~~for an aggregate~~ of $3the Agreement,~~600,000.~~ ~~Each~~a ~~Placement~~copy ~~Unit consists~~ of ~~one~~which ~~Class A~~is ~~Ordinary~~filed ~~Share and~~as ~~one-third~~Exhibit ~~of one warrant (a “Placement Warrant”)~~10. ~~The Placement Units are identical~~ 1 to ~~the~~this ~~Units~~Current ~~sold~~Report inon ~~the~~Form ~~IPO~~8-K ~~except that Placement Units (including the securities comprising such units~~ and ~~the~~is ~~Class A~~incorporated ~~Ordinary~~in ~~Shares~~this ~~issuable~~Item ~~upon~~10.1 ~~exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold~~ by ~~the~~reference. ~~holders until~~In ~~30 days~~connection ~~after the completion of the SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii)~~ with ~~respect to~~ the ~~Placement~~ATM ~~Warrants held by CCM and/or its designees~~Program, ~~will~~Duane ~~not be exercisable more than five years~~Morris ~~from~~LLP ~~the~~provided ~~commencement of sales in~~ the ~~IPO~~Company ~~in accordance~~ with ~~FINRA rules. Subject to certain limited exceptions,~~ the ~~Placement~~legal ~~Units~~opinion ~~(including the~~attached ~~underlying~~to ~~Placement~~this ~~Warrants~~Current ~~and~~Report ~~Class A~~on ~~Ordinary~~Form ~~Shares~~8-K ~~and~~as ~~the~~Exhibit Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the SPAC’s initial Business Combination5.1.

~~The~~Item ~~entire $2,650,000 invested by the Sponsor in consideration for the above-described 265,000 Placement Units of the SPAC was raised from third party investors~~1.02 AsTermination ~~the managing member~~ of ~~the~~a ~~Sponsor, the~~Material ~~Operating~~Definitive ~~LLC consolidates the Sponsor and treats the Sponsor’s investment in the SPAC as an equity method investment~~Agreement. ~~The $2,650,000 raised from third party investors is treated by the Operating LLC as non-controlling interest.~~

AIn total of $230,000,000 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 SPAC’s initial Business Combination, (ii) the redemption of the SPAC’s public Class A Ordinary Shares if the SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the 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 SPAC~~Company’s ~~obligation to allow redemption in connection with its initial Business~~ ~~Combination~~execution ~~or to redeem 100%~~ of the ~~SPAC’s~~Agreement, ~~public shares if~~ the ~~SPAC~~Equity ~~has~~Distribution ~~not~~Agreement, ~~consummated~~dated anOctober ~~initial~~5, ~~Business Combination within 24 months from the completion of the IPO~~2023, orby ~~(B) with~~and ~~respect~~between ~~to any other material provisions relating to~~ the ~~rights~~Company ofand ~~holders of Class A Ordinary Shares or pre-initial Business Combination activity. If the SPAC does not complete a Business Combination~~Northland, ~~the~~ ~~Placement~~was ~~Units will expire and be worthless~~terminated.

~~The~~Item ~~Sponsor holds an aggregate of 7,666,667 founder shares in the SPAC~~9. ~~Subject~~01 toFinancial ~~certain~~Statements ~~limited exceptions, the founder shares will not 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 SPAC completes a liquidation, merger, share exchange or other similar transaction after its initial Business Combination that results in all of the SPAC’s shareholders having the right to exchange their Class A Ordinary Shares underlying the founder shares for cash, securities or other propertyExhibits.

~~Certain~~(d) non-controlling interests in the Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in the Sponsor, either directly or indirectly, and have an interest in the SPAC’s founder shares through such membership interests in the SponsorExhibits. The number of the SPAC’s founders shares in which such non-controlling interests in the Sponsor, including such executives and key employees of the Operating LLC, have an interest in through the Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of the SPAC’s founder shares currently allocated to the Operating LLC is 2,442,382, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.

In connection with the IPO, the Sponsor has agreed to indemnify the SPAC for all claims by third parties for services rendered or products sold to the SPAC, or a prospective target business with which the SPAC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the 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 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 SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the SPAC’s trust account or (B) under the SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Exhibit Number		Description
5.1*		Opinion of Duane Morris LLP.
10.1*		Equity Distribution Agreement, dated February 20, 2026, by and between Cohen & Company Inc. and Northland Capital Markets.
23.1*		Consent of Duane Morris LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (Embedded within the inline XBRL document).

~~The~~* ~~Sponsor~~Filed ~~loaned~~electronically ~~to the SPAC approximately $485,000 to cover IPO expenses, which was repaid in full at the closing of the IPO~~herewith. The Sponsor and its affiliates, including the Operating LLC, may commit to loan the SPAC up to an additional $1,500,000 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the SPAC consummates a Business Combination in the required time frame, the loans are to be repaid from the funds held in the 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 SPAC does not consummate a Business Combination in the required time frame, no funds from the SPAC’s trust account can be used to repay the loans.

In connection with the closing of the IPO, the Operating LLC and the SPAC entered into an Administrative Services Agreement, dated February 11, 2026, a copy of which was filed as Exhibit 10.6 to the SPAC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2026, pursuant to which the Operating LLC and the SPAC agreed that, commencing on the date that the SPAC’s securities are first listed on the Nasdaq Global Market through the earlier of the SPAC’s consummation of a Business Combination and its liquidation, the SPAC will pay the Operating LLC $10,000 per month for certain office space, administrative and shared personnel support services.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections of the Company’s future financial performance based on the Company’s growth strategies and anticipated trends in the Company’s business. These statements are based on the Company’s current expectations and projections about future events. There are important factors that could cause the Company’s actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov and the Company’s website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates, and the current geopolitical situation, (b) unfavorable market conditions may lead to a reduction in revenues from the Company’s new issue and advisory revenues, including from underwriting and placement activities, (c) losses caused by financial or other problems experienced by third parties, (d) losses due to unidentified or unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds for use in the Company’s businesses, (f) the ability to attract and retain personnel, (g) litigation and regulatory proceedings, (h) reputational harm due to losses or the Company’s inability to sell securities the Company purchases as an underwriter at the anticipated price levels, (i) competitive pressure, (j) an inability to generate incremental income from new or expanded businesses, (k) unanticipated market closures or effects due to inclement weather or other disasters, (l) losses (whether realized or unrealized) on the Company’s principal investments, (m) the possibility that payments to the Company of subordinated management fees from its collateralized debt obligations (CDOs) will continue to be deferred or will be discontinued, (n) the possibility that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction in the volume of its investments into SPACs, (p) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (q) the value of the Company’s holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (r) the possibility that the Company will stop paying quarterly dividends to its stockholders, and (s) the impacts of rising interest rates and inflation. As a result, there can be no assurance that the forward-looking statements included in this Current Report on Form 8-K will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this Current Report on Form 8-K might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COHEN & COMPANY INC.
Date: February 13, 2026	By:	/s/ Joseph W. Pooler, Jr.
Date: February 20, 2026	By:	/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

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