Cohen & Co Inc. 8-K

What Happened
Cohen & Company Inc. announced on February 20, 2026 that it entered into an Equity Distribution Agreement to sell up to $75,000,000 of its common stock through an at‑the‑market (ATM) offering. The Sales Agents are Northland Securities, Inc. (Northland Capital Markets) and Cohen & Company Securities, LLC. In connection with this new Agreement, the prior Equity Distribution Agreement dated October 5, 2023 with Northland was terminated.

Key Details

• Aggregate program size: up to $75,000,000 of common stock under the Equity Distribution Agreement (dated Feb 20, 2026).
• Immediate permitted amount: $13,094,305 available to sell as of the 8‑K filing date (represents one‑third of non‑affiliate float under SEC rules).
• Sales agents: Northland Capital Markets and Cohen & Company Securities (the latter is a subsidiary of the company’s operating subsidiary).
• Fees and protections: Sales agents will receive a 2.5% commission on gross proceeds; the company agreed to customary indemnification and other customary terms.
• Securities to be issued under the company’s Form S‑3 shelf registration (File No. 333‑275186).

Why It Matters
The ATM program gives Cohen & Company flexibility to raise equity capital over time at market prices rather than through a single offering. Any shares sold under the program will increase the company’s outstanding shares and may dilute existing shareholders; the timing and amount sold will depend on market conditions and the company’s funding needs. Investors should watch for future transactions under the program, which will be reported in subsequent filings when shares are actually sold.