COHEN DANIEL G 4

What Happened
Daniel G. Cohen, a reported 10% owner of Cohen & Co Inc. (COHN), was granted 2,888,000 restricted membership units (LTIP Units) in the company’s operating LLC on 2026-03-06. The grant was reported as a derivative award at $0.00 (code A). These LTIP Units are intended to qualify as profits interests for U.S. federal tax purposes and are a compensation/retention award rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-06; transaction type: Award/Grant (code A); price: $0.00 (derivative).
• Amount: 2,888,000 restricted LTIP Units.
• Vesting: 50% vest on the 3rd anniversary of grant; remaining 50% vest on the 6th anniversary, subject to continued service.
• Conversion/redemption: LTIP Units may be converted 1:1 into Operating LLC Units after restrictions lapse; those Units may be redeemed, at the Company's option, for (i) cash or (ii) one share of COHN common stock for every ten Units. If converted and redeemed for stock, the award could equal up to 288,800 shares (2,888,000 ÷ 10), subject to the Company’s election and vesting.
• Ownership after transaction: Not specified in detail in the filing beyond Mr. Cohen’s status as a 10% owner.
• Timeliness: Filing reports the grant on the transaction date (no late filing flagged).

Context

• This is a derivative compensation award (intended as profits interests in the Operating LLC), commonly used for long-term incentive and retention; it is not an immediate cash purchase or sale.
• Because redemption into shares is at the Company’s option and vesting is time-based, the eventual equity or cash value depends on future vesting, any conversion decisions, and company actions — not an immediate indicator of bullish or bearish insider trading.