Cohen & Co Inc.·4

Mar 6, 4:06 PM ET

Pooler Joseph W. Jr. 4

4 · Cohen & Co Inc. · Filed Mar 6, 2026

Research Summary

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Cohen & Co (COHN) EVP/CFO Joseph Pooler Receives Award

What Happened
Joseph W. Pooler Jr., EVP, Chief Financial Officer and Treasurer of Cohen & Co Inc. (COHN), was granted 160,000 restricted membership units designated as LTIP Units in the Company’s operating subsidiary on 2026-03-06. The grant is reported as a derivative award (transaction code A) with a reporting price of $0.00 (profits‑interest style LTIP). The award vests 20% each year over five years, subject to continued service.

Key Details

  • Transaction date: 2026-03-06; transaction type: Award/Grant (derivative), code A. Reported acquisition price: $0.00.
  • Award size: 160,000 restricted LTIP Units. Reported total value on Form 4: $0.
  • Vesting: 20% on each of the first through fifth anniversaries of the grant date (subject to continued service).
  • Conversion/redemption: After vesting and subject to plan/LLC agreement, LTIP Units may be converted one-for-one into Operating LLC Units; those Units may then be redeemed at the Company's option for cash or for one share of COHN common stock per ten Units.
  • Shares owned after transaction: Not disclosed in this filing.
  • Filing timeliness: Reported on 2026-03-06 (same reporting period), no late filing indicated.

Context
This is a long-term incentive (LTIP) profits‑interest style award rather than an open‑market purchase or sale. Such grants are common for executive compensation and vest over time to align retention and performance; the $0 reporting reflects the profits‑interest structure for tax purposes, not necessarily the economic value to the insider.

Insider Transaction Report

Form 4
Period: 2026-03-06
Pooler Joseph W. Jr.
EVP, CFO and Treasurer
Transactions
  • Award

    Cohen & Company, LLC LTIP Units

    [F1][F2]
    2026-03-06+160,000160,000 total
    Common Stock, par value $0.01 per share (16,000 underlying)
Holdings
  • Common Stock, par value $0.01 per share

    75,891
Footnotes (2)
  • [F1]Mr. Pooler was awarded 160,000 restricted membership units, designated as LTIP Units ("LTIP Units"), in Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), under the Company's 2020 Long-Term Incentive Plan, as amended (the "Plan"). The LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes. The LTIP Units are scheduled to vest as follows: 20% of the LTIP Units will vest on each of the first, second, third, fourth and fifth anniversaries of the date the LTIP Units were granted, in each case, subject to Mr. Pooler's continued service on the vesting date.
  • [F2]Following the expiration of the restrictions on the applicable LTIP Units, Mr. Pooler may, subject to the terms and conditions of the Plan and the Operating LLC's limited liability company agreement, convert the LTIP Units into units of membership of the Operating LLC ("Units") on a one-for-one basis. Upon Mr. Pooler's conversion (if any) of LTIP Units into Units, Mr. Pooler may cause the Operating LLC to redeem such Units at any time thereafter for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units.
Signature
/s/ Joseph W. Pooler, Jr.|2026-03-06

Documents

1 file
  • 4
    tm267923-3_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT