Cohen & Co Inc. Amends $5.0M Senior Promissory Note

What Happened

• Cohen & Co Inc. (COHN) filed an 8-K disclosing that its subsidiary, Cohen & Company, LLC (the Operating LLC), and JKD Capital Partners I LTD (the Investor) amended and restated a prior promissory note on August 31, 2026. The Amended and Restated Senior Promissory Note has a principal amount of $5,000,000 and matures on August 31, 2027.
• The Investor, owned by Jack J. DiMaio, Jr. (a member of the Company’s board) and his spouse, contributed an additional $2,374,590.50 on August 31, 2026 to combine with the unpaid portion of the original note, resulting in the $5.0M principal.

Key Details

• Original note: issued Sept 23, 2024 (effective Sept 1, 2024) for $5,145,926.67; half paid Aug 31, 2025; remaining unpaid amount as of Aug 31, 2026 was $2,625,409.50.
• Amended note principal: $5,000,000 (Unpaid Original Investment Amount + $2,374,590.50 additional).
• Interest: 10.0% per year on unpaid principal from Aug 31, 2026 to maturity; cash interest paid quarterly (Nov 30, Feb 28, May 31, Aug 31), beginning Nov 30, 2026. Default interest rate is 11.0% while default continues.
• Prepayment: not permitted before Jan 31, 2027; after that, prepayment allowed with at least 31 days’ notice and no premium.
• Priority and restrictions: the note is a senior obligation of the Operating LLC and is senior to any indebtedness outstanding as of and issued after Sept 1, 2024; after Aug 31, 2026 the Operating LLC may not incur indebtedness that is senior to this note.
• Related-party: the holder is owned by a current board member (Jack J. DiMaio, Jr.), making this a related-party transaction (Exhibit 10.1 attached).

Why It Matters

• This transaction extends and re-prioritizes debt for the Operating LLC through Aug 31, 2027, increases near-term interest expense (10% annually), and affects the company’s capital structure by granting senior status to this note over other debt issued since Sept 1, 2024.
• For investors, key considerations are (1) higher interest cash outflows starting Nov 30, 2026, (2) limitation on the Operating LLC’s ability to issue senior debt, and (3) the related-party nature of the deal, which is relevant for governance and disclosure.