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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:		December 31, ~~2021~~2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Commission file number:			001-34516

Cowen Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0423711

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

599 Lexington Avenue

New York, New York 10022

(646) 562-1010

(Address, including zip code, and telephone number, including area code, of registrant's principal executive office)

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

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock, par value $0.01 per share

COWN

The Nasdaq Global Market

7.75% Senior Notes due 2033

COWNL

The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer
(Do not check if a smaller
reporting company)

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of Class A common stock held by non-affiliates of the registrant on June 30, ~~2021~~2022, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of the Class A common stock on the NASDAQ Global Market on that date was $1621,~~142~~959,~~196,218~~226.

As of February 2827, ~~2022~~2023 there were 2728,~~458~~242,~~549~~343 shares of the registrant's Class A common stock outstanding.

Documents incorporated by reference:

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant's Proxy Statement for its 2022 Annual Meeting of Stockholders.

TABLE OF CONTENTS

Item No.			Page No.
PART I
	1.	Business	1
	1A.	Risk Factors	78
	1B.	Unresolved Staff Comments	3033
	2.	Properties	3034
	3.	Legal Proceedings	3034
	4.	Mine Safety Disclosures	3034
PART II
	5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3135
	6.	[Reserved]	3236
	7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3337
	7A.	Quantitative and Qualitative Disclosures about Market Risk	7377
	8.	Financial Statements and Supplementary Data	7579
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	7579
	9A.	Controls and Procedures	7680
	9B.	Other Information	7680
PART III
	10.	Directors, Executive Officers and Corporate Governance	7680
	11.	Executive Compensation	7683
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7694
	13.	Certain Relationships and Related Transactions	7695
	14.	Principal ~~Accountant~~Accounting Fees and Services	7697
PART IV
	15.	Exhibits and Financial Statement Schedules	7797
	16.	Form 10-K Summary	79100
Consolidated Financial Statements and Notes			F-1
SIGNATURES

Special Note Regarding Forward-Looking Statements

We have included or incorporated by reference into our Annual Report on Form 10-K (the "Annual Report"), and from time to time may make in our public filings, press releases or other public documents, certain statements, including (without limitation) those under Item 1—"Business," Item 1A—"Risk Factors," Item 3—"Legal Proceedings," Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A—"Quantitative and Qualitative Disclosures about Market Risk" that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions. In addition, our management may make forward-looking statements to analysts, representatives of the media and others. These forward-looking statements represent only the Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond our control) and are predictions only, based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks outlined under Item 1A—"Risk Factors" in this Annual Report.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations.

iii

PART I

When we use the terms "we," "us," "Cowen" and the "Company," we mean Cowen Inc., a Delaware corporation, its consolidated subsidiaries and entities in which it has a controlling financial interest, taken as a whole, as well as any predecessor entities, unless the context otherwise indicates.

Item 1. Business

Overview

Cowen Inc., a Delaware corporation formed in 2009, is a diversified financial services firm that, together with its consolidated subsidiaries (collectively, "Cowen" or the "Company"), provides investment banking, research, sales and trading, prime brokerage, global clearing, securities financing, commission management services and investment management through its two business segments: the Operating Company ("Op Co") and the Asset Company ("Asset Co").

Operating Company

The Op Co segment consists of four divisions: the Cowen Investment Management ("CIM") division, the Investment Banking division, the Markets division (which includes sales and trading, prime brokerage, global clearing, securities financing and commission management services) and the Research division. The Company refers to the Investment Banking division, the Markets division and the Research division collectively as its investment banking businesses. Op Co's CIM division includes advisers to investment funds (including private equity structures and privately placed hedge funds), and registered funds. Op Co's investment banking businesses offer industry focused investment banking for growth-oriented companies including advisory and global capital markets origination, domain knowledge-driven research, sales and trading platforms for institutional investors, global clearing, commission management services and also a comprehensive suite of prime brokerage services.

The CIM division is the Company's investment management business, which operates primarily under the Cowen Investment Management name. CIM offers innovative investment products and solutions across the liquidity spectrum to institutional and private clients. The predecessor to this business was founded in 1994 and, through one of its subsidiaries, has been registered with the United States ("U.S.") Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") since 1997. The Company's investment management business offers investors access to a number of strategies to meet their specific needs including healthcare investing, sustainable investing, healthcare royalties, merger arbitrage and activism. A portion of the Company’s capital is invested alongside the Company's investment management clients. The Company has also invested capital in its insurance and reinsurance businesses.

Op Co's investment banking businesses include investment banking, research, sales and trading, prime brokerage, global clearing, securities financing and commission management services provided primarily to companies and institutional investor clients. Sectors covered by Op Co's investment banking business include healthcare, technology, media and telecommunications, consumer, industrials, tech-enabled and business services, and energy. We provide research and brokerage services to over 6,000 domestic and international clients seeking to trade securities and other financial instruments, principally in our sectors. The investment banking businesses also offer a full-service suite of introduced prime brokerage services targeting emerging private fund managers. Historically, we have focused our investment banking efforts on small to mid-capitalization public companies as well as private companies. From time to time, the Company invests in private capital raising transactions of its investment banking clients.

Asset Company

The Asset Co segment consists of the Company's private investments, private real estate investments and other legacy investment strategies. The focus of Asset Co is to drive future monetization of the invested capital of the segment.

Principal Business Lines

Investment Banking

Our investment banking department provides strategic advisory and capital raising services to U.S. and international public and private companies, private equity and venture capital firms, and family offices. Our clients are primarily focused on our sectors. Our strategic advisory services include, among other things, acquisitions, divestitures, fairness opinions, de-SPACs, spin-offs, and partnerships. Our capital markets group consists of two groups: (i) equity capital markets (including convertible securities), which focuses on raising equity capital in the public markets, and (ii) private capital solutions, which focuses on providing clients with alternative sources of capital, including private equity, venture capital, family offices, and various forms of non-dilutive financing. A significant amount of our investment banking revenue has been earned from high-growth small and mid-capitalization companies. From time to time, the Company invests in private capital raising transactions of its clients.

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Brokerage

Our team of brokerage professionals serves institutional investor clients in the U.S. and internationally. We trade common stocks, listed options, equity-linked securities and other financial instruments on behalf of our clients and offer a full-service suite of introduced prime brokerage services targeting emerging private fund managers. We provide our clients with an electronic execution suite. We provide global, multi-asset class algorithmic execution trading models to both buy side and sell side clients and also offer execution capabilities relating to these trading models through ATM Execution LLC ("ATM Execution"). We also provide our clients with commentary on political, economic and market conditions. We have relationships with over 6,000 institutional investor clients. Our brokerage team is comprised of experienced professionals dedicated to our sectors, which allows us to develop a level of knowledge and focus that we believe differentiates our brokerage capabilities from those of many of our competitors. We tailor our account coverage to the unique needs of our clients. We believe that our sector traders are able to provide superior execution because of their knowledge of the interests of our institutional investor clients in specific companies in our sectors.

In connection with the brokerage services we provide, our sales professionals also provide our institutional investor clients with corporate access to management teams of public and private companies outside the context of financing transactions. These meetings are commonly referred to as non-deal road shows. Non-deal road shows allow companies to increase their visibility within the institutional investor community while providing our institutional investor clients with the opportunity to further educate themselves on companies and industries through meetings with management. We believe our deep relationships with company management teams and our sector-focused approach provide us with broad access to management teams for the benefit of our institutional investor clients.

Research

As of December 31, ~~2021~~2022, we had a research team of more than 60 senior analysts covering ~~965~~about 975 stocks. Within our equity coverage universe, approximately 3638% are healthcare companies, 2524% are TMT (technology, media and telecom) companies, 12% are energy companies, 10% are capital goods, industrial and basic materials companies, and 1415% are consumer companies. Our approach to research, underpinned by our marquee Ahead Of The Curve® Series reports, focuses our analysts' efforts toward delivering differentiated investment ideas and de-emphasizes maintenance research. We place significant emphasis on analyst collaboration, both within and between sectors. We sponsor a number of conferences every year that are focused on ~~our~~the sectors and sub-sectors our analysts cover. During these conferences we highlight our investment research and provide significant investor access to corporate management teams. We provide research ~~solely~~ through our broker-dealers in connection with our provision of brokerage services.

Investment Management Strategies

The Company's investment management business, within the Op Co segment, focuses on addressing the needs of institutional investors and high net worth individuals to preserve and grow allocated capital. The Company and its related investment advisors offer a variety of investment management products that provide access to a number of strategies, including healthcare investing, sustainable investing, healthcare royalties, merger arbitrage and activism.

The Company's investment management business, within the Asset Co segment, consists of the Company's private investments, private real estate investments and other legacy investment strategies. Certain multi-strategy hedge funds managed by the Company are currently in wind-down. The majority of assets remaining in these hedge funds include investments in private companies.

Information About Geographic Areas

We are principally engaged in providing investment management services to global institutional investors and investment banking sales and trading and research services to corporations and institutional investor clients primarily in the United States and Europe. We provide brokerage services to companies and institutional investor clients in Europe through our broker-dealers located in the United Kingdom ("U.K.") Cowen International Limited ("Cowen International Ltd") and Cowen Execution Services Limited ("Cowen Execution Ltd"). Cowen and Company (Asia) Limited ("Cowen Asia") is registered with and subject to the financial resources requirements of the Securities and Futures Commission ("SFC") of Hong Kong.

Human Capital

WeOur ~~believe~~success adepends ~~strong~~on ~~connected~~the ~~culture~~talented, iscapable ~~what~~and ~~empowers~~dedicated ~~our~~ team ~~members~~we tohave ~~help~~built, ~~each~~so ~~other~~we aim to attract and ~~our~~retain ~~clients~~the ~~outperform~~best people by providing a strong, connected and inclusive culture. We dostrive ~~this~~to byattract ~~viewing~~individuals ~~what~~who weare dosmart, ~~through~~ambitious, ~~the~~work ~~lens~~collaboratively ofand most importantly share our core values of vision, empathy, sustainability, and tenacious teamwork.

During our history we have built and maintained long term relationships with our clients and continue to do so for our colleagues as evidenced by our 2021 voluntary turnover rate of 10%.

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~~Collaboration and teamwork are standard operating procedures for our employees across the globe.~~ As of December 31, ~~2021~~2022, we employed 1,534 employees: 1,264 in the U.S., 259 in Europe, and 11 in Asia (or Hong Kong). WeOur ~~strive~~values tohelp ~~attract~~ensure ~~individuals~~that ~~who~~collaboration ~~are~~is ~~smart,~~a ~~ambitious,~~standard ~~work~~operating ~~collaboratively~~procedure ~~and~~for ~~most~~our ~~importantly~~employees ~~share~~across ~~our~~the ~~core values~~globe.

~~Our~~Attracting ~~client facing professionals create annual business plans at the beginning of each year~~ and ~~are~~retaining ~~given~~talented feedback and developmental support to help deliver on those plans. We offer certain employees who show high potential work with performance coaches to develop leadership skills. Our Investment Banking Summer Analyst program is highly competitive and consists of two of weeks of formal training followed by eight weeks working within an Investment Banking group. This program is the main feeder to our Full-Time Investment Banking Analyst Program where the individual receives five weeks of formal training: the Investment Banking Class of 2021 (Full-time Analyst Program) is expected to have approximately 80% of those analysts who participated in our 2020 Investment Banking Summer Program.people

We ~~recognize~~believe ~~the importance of insuring that~~ our ~~employees~~focus inon ~~all~~inclusion ofexpands our ~~businesses have the opportunity to learn and develop in their careers~~thinking. ~~Investment~~ ~~banking analyst training and training for our research associates covers financial analysis, modeling and other relevant topics.~~ We ~~also~~believe ~~provide our~~ employees ~~with~~and ~~test~~candidates ~~preparation~~are ~~for~~drawn ~~the licenses required~~ to ~~work~~our inculture ~~the~~of ~~securities~~teamwork ~~industry~~and ~~as well as ongoing training to maintain these licenses~~collaboration. We ~~encourage~~strive ~~our employees~~ to ~~attend~~keep ~~job-related~~people ~~seminars,~~engaged ~~other~~by ~~continuing~~helping ~~education~~them ~~courses~~thrive and ~~provide~~build ~~tuition~~fulfilling ~~reimbursement to our full~~long-~~time~~term ~~employees~~careers.

We reward and recognize our ~~employees~~colleagues with competitive ~~health,~~benefits ~~wellness~~packages ~~and~~that ~~compensation~~promote ~~programs~~financial and ~~for~~physical ~~the~~wellbeing ~~second year issued COWN shares to every employee in appreciation~~ for ~~their efforts to live our values and to provide all our colleagues with an ownership stake in the firm~~everyone. ~~Examples~~Our ofcompensation ~~our~~philosophy ~~health~~is ~~and~~founded ~~wellness~~on ~~benefits~~two ~~include~~essential subsidized health club memberships, emergency back up elder and childcare, transgender services, fertility support, gender neutral caregiver leave, generous parental leave and working parent support services. When the COVID-19 crisis hit in the first quarter of 2020, we moved rapidly to protect the health and safety of our team as we transitioned to operating remotely while continuing to serve our clients. We are approaching the structure of our future workplace with flexibility and considering individual challenges our team members face.principles:

We are committed to Diversity and Inclusion and our Business Resource Groups (“BRGs”) collaborate with the Inclusion & Diversity and Human Resources teams to promote a sense of community, belonging and inclusion at Cowen1. ~~Our~~Pay ~~BRGs~~fairly ~~are employee led organizations empowered to promote our diverse communities, provide recruiting~~ and ~~professional~~competitively ~~development~~relative ~~strategy, and make a significant impact in our workplace and society. Employees are encouraged~~ to ~~participate~~the asindustry ~~allies to develop empathy, learn~~ and ~~collaborate~~local ~~with~~labor ~~their colleagues.~~market

We2.Reward ~~have~~exceptional ~~partnered~~performance ~~with~~against several non-profit organizations focused on helping to provide career and educational opportunities to the underserved and underrepresented to further promote diversity and inclusion in the recruiting process.expectations

Our ~~CEO~~highly ~~has~~competitive ~~signed~~Investment ~~the~~Banking ~~CEO~~Summer ~~Action~~Analyst ~~for~~program ~~Diversity~~is &an ~~Inclusion~~important inchannel ~~support of creating a more inclusive workplace~~ for ~~our~~sourcing ~~employees, our communities and society at large~~talent. We ~~partner~~Successful ~~with~~candidates ~~organizations~~attend toone ~~recruit~~week ~~and~~of ~~develop~~formal ~~underserved~~training ~~students~~followed ~~and~~by ~~established~~nine aweeks ~~program~~working towithin ~~attract~~our ~~women~~Investment ~~who~~Banking ~~outperform~~division. We ~~advance~~This ~~our~~program ~~Diversity~~then ~~and~~feeds ~~Inclusion~~into ~~efforts~~our inFull-Time ~~several~~Investment ~~ways,~~Banking ~~including~~Analyst byProgram ~~listening~~– ~~and~~at ~~acting~~least on80% ~~feedback~~of ~~received~~those ~~from~~who ~~employees,~~attend ~~engaging~~the ~~senior~~Investment ~~management~~Banking inSummer ~~D&I~~Analyst ~~efforts~~program ~~and~~are ~~creating~~expected ~~commitment~~to go on to the ~~divisional and firm~~full-~~wide~~time ~~level~~program.

~~Through~~In ~~our~~addition to Cowen’s ~~Cares~~Investment ~~platform~~Banking Summer Analyst program, weour ~~have~~Markets ~~created~~division offers a ~~culture~~series of ~~charitable~~summer ~~giving~~programs. The ~~through~~Cowen's ~~our~~Markets ~~Matching~~Summer ~~Gift~~Analyst Program ~~and~~provides ~~encourage~~our ~~service~~interns with exposure to senior experienced professionals through on-the-job ~~Volunteer~~training ~~Committee~~and atdepartment ~~local~~rotations including Institutional Research Sales, ~~national~~Sales Trading, Trading, Electronic Trading, and ~~global~~Options ~~levels~~and Event Strategies. In addition to Cowen’s Markets Summer Analyst Program, we offer individual group focused summer internship programs with our Cross Asset Summer Analyst Program and Commission Management Services Internship Program.

We also offer entry-level opportunities in our Business Operations division through programs for interns and apprentices. Our Multiverse program aims to create a channel for high-potential young people to join the organization by providing an outstanding alternative to university and corporate training. We also offer our Year Up program in partnership with a non-profit dedicated to creating job pathways for young adults.

Our efforts have been rewarded with strong engagement and loyalty from our team members. In 2022, employee turnover rate was just 15% at a time when the US saw a sharp increase in colleagues leaving their jobs.

Building fulfilling careers

To support continuous development, we provide high-quality programs that challenge and grow with our colleagues. People have opportunities to pursue job-related professional qualifications in financial analysis and are supported to gain and maintain the licenses needed to work in the securities industry. We also offer a range of job-related seminars and continuing education courses for colleagues at all levels, including career development, time management, and health and wellness. Colleagues can continue their education and take advantage of tuition reimbursement.

In 2021 and 2022, we issued shares of Cowen Class A common stock to every eligible colleague. By giving our colleagues an ownership stake in the firm, we not only recognized their contribution to our success but gave them the opportunity to share in our future success.

Promoting Health, Safety and Wellness

Our employee benefits program is built around physical, mental and financial wellbeing, and designed to be inclusive for all members of our community. In 2022, we introduced two wellness days as part of our leave offerings to support employees and encourage them to take care of their physical and emotional well-being. We believe that when employees are happy and healthy, we can be more productive, innovative, and resilient. Colleagues can access mental health services and support via our mental health programs, which include virtual sessions and other tools that help employees build personal resilience in the face of adversity and stress.

We provide 12 weeks of paid Parental Leave to all eligible employees in connection with the birth, adoption or foster care placement of a child. Employees who experience a period of disability in connection with pregnancy or childbirth are eligible for additional 6 – 8 weeks of paid leave depending on method of delivery. We also offer back-up child and elder care programs to help meet last-minute family needs. In addition, colleagues can claim commuter benefits, and we match employee contributions to their 401(k).

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We regularly examine our current benefit offering, consult with our benefits partners and solicit employee feedback to make sure our benefits package is meeting their needs. We also review various plan utilization analytics and any insights we capture are used to inform our employee benefits strategy.

Diversity, Equity & Inclusion

At Cowen, DE&I is a business imperative, built upon our core values – enabling us to excel and outperform. When it comes to DE&I, Cowen adopts a holistic approach, involving both systemic change to mitigate biases and advance inclusion through the use of metrics, governance, reporting, and accountability, as well as culture change to build awareness and to create an atmosphere of inclusion for all employees regardless of background.

Our empathetic and collaborative culture helps us harness the power of diversity to transform the status quo. We embrace different perspectives and recognize that inclusion expands our thinking to generate better outcomes for clients. We also know that if we are not actively including, then we may be accidentally excluding.

To that end, we are very intentional about our approach to diversity, equity and inclusion. We have embedded the principles of diversity, equity and inclusion throughout our HR policies and processes, actively engage our leaders in key initiatives, and promote diversity through recruitment initiatives, diversity programming and training and business resource groups.

This holistic approach to DE&I comprises three inter-connected focus areas: Talent, Culture, and Community.

Talent

Cowen is focused on building an inclusive talent pool through recruiting diverse talent and providing professional development, growth and visibility opportunities for diverse colleagues. We partner with an array of leading national organizations creating access to jobs in finance for underrepresented groups, and also offer mentoring programs and leadership development sessions.

Cowen’s 7 Business Resource Groups ("BRGs") bring together diverse colleagues and allies, providing opportunities for colleagues to foster cross-collaboration and partnerships across business units. Taken together, the Black, LGBTQ+, LatinX, Asian, Women, Veterans, and Volunteering communities engage 31% of Cowen employees. These employee-led business resource groups host a broad range of events to celebrate the power of diversity in all dimensions (race, gender, sexual orientation and identity) within our organization, including for Heritage Months. BRGs at Cowen are paired with executive sponsors from management and also partner with external organizations for networking and development purposes, and also support recruiting and volunteer programs

Culture

We pride ourselves on our empathetic and collaborative culture, where the power of diversity is harnessed to transform the status quo. Our focus on inclusion expands our thinking in order to generate better outcomes for clients, while striving to increase fairness and equity for our colleagues. We want our employees to feel that they can bring their full, authentic selves to work to make their fullest contribution to our business and to realize their aspirations. We measure the effectiveness of our DE&I efforts by listening and acting on feedback received from employees. Regular Inclusion Circles and Business Resource Group-hosted discussions provide a safe space for colleagues to learn, share and discuss current trends and themes around diversity and inclusion. We also monitor the diversity of our workforce to track our progress and identify opportunities for improvement.

We believe all individuals have a right to be treated with dignity and respect without discrimination or retaliation. An inclusive culture is one of Cowen’s hallmarks, and we our programs and initiative in DE&I are predicated on the belief that a culture of inclusion and belonging are fundamental to our performance.

We do not tolerate sexual harassment, offensive conduct or discrimination based on protected characteristics. We expect all colleagues to respect differences and strive to provide a work environment based on mutual respect that is free from harassment and discrimination. This expectation is communicated in detail via our Employee Handbook and a summarized on our website.

Community

We have an active Volunteer and Corporate Giving programs that encourage employee participation and contributions to causes aligned with Cowen’s DE&I strategy and organizational values. Cowen also supports partner organizations which advance social equity and justice causes aligned to our employee, corporate and client priorities. We also partner with a range of leading DE&I organizations to keep abreast of best practice and the latest thought leadership in the space.

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Competition

We compete with many other firms in all aspects of our business, including raising funds, seeking investment opportunities and hiring and retaining professionals, and we expect our business will continue to be highly competitive. The investment management and investment banking industries are currently undergoing contraction and consolidation, reducing the number of industry participants and generally resulting in the larger firms being better positioned to retain and gain market share. We compete in the United States and globally for investment opportunities, investor capital, client relationships, reputation and talent. We face competitors that are larger than we are and have greater financial, technical and marketing resources. Certain of these competitors continue to raise additional amounts of capital to pursue investment strategies that may be similar to ours. Some of these competitors may also have access to liquidity sources that are not available to us, which may pose challenges for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances or make different risk assessments than we do, allowing them to consider a wider variety of investments and establish broader networks of business relationships. Our competitive position depends on our reputation, our investment performance and processes, the breadth of our business platform and our ability to continue to attract and retain qualified employees while managing compensation and other costs. For additional information regarding the competitive risks that we face, see "Item 1A Risk Factors."

Regulation and Compliance

Our businesses, as well as the financial services industry generally, are subject to extensive regulation, including periodic examinations by governmental and self-regulatory organizations, in the United States and the jurisdictions in which we operate around the world. As a publicly traded company in the United States, we are subject to the U.S. federal securities laws and regulation by the SEC. Through our investment management and/or investment bank businesses we are subject to regulation by the SEC, the U.S. Commodity Futures Trading Commission ("CFTC"), the Financial Industry Regulatory Authority, Inc. ("FINRA") the National Futures Association ("NFA"), other self-regulatory organizations and exchanges related to the financial services industry and the fifty state securities commissions in the U.S. and by the U.K. Financial Conduct Authority ("FCA") and the Securities and Finance Commission ("SFC") of Hong Kong.

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around the world. As a publicly traded company in the United States, we are subject to the U.S. federal securities laws and regulation by the SEC. Through our investment management and/or investment bank businesses we are subject to regulation by the SEC, the U.S. Commodity Futures Trading Commission ("CFTC"), the Financial Industry Regulatory Authority, Inc. ("FINRA") the National Futures Association ("NFA"), other self-regulatory organizations and exchanges related to the financial services industry and the fifty state securities commissions in the U.S. and by the U.K. Financial Conduct Authority ("FCA") and the Securities and Finance Commission ("SFC") of Hong Kong.

Virtually all aspects of our business are subject to various laws and regulations both inside and outside the U.S., some of which are summarized below. Regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and protecting the interests of customers participating in those markets. Governmental authorities in the United States and in the other countries in which we operate from time to time propose additional disclosure requirements and regulations covering our broker-dealers and investment management businesses. The rules governing the regulation of the various aspects of our business are very detailed and technical. Accordingly, the discussion below is general in nature, does not purport to be complete and is current only as of the date of this report.

Our businesses have operated for many years within a legal framework that requires us to be able to monitor and comply with a broad range of legal and regulatory developments that affect our activities both in the United States and abroad. As noted above, certain of our businesses are subject to compliance with laws and regulations of United States federal and state governments, foreign governments, their respective agencies and/or various self-regulatory organizations or exchanges, and any failure to comply with these regulations could expose us to liability and/or reputational damage. Additional legislation, changes in rules promulgated by the SEC, our other regulators and self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect the mode of our operation and profitability. The United States and non-United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion or deregulation of a broker-dealer, an investment advisor or its directors, officers or employees.

Rigorous legal and compliance analysis of our businesses and investments is important to our culture and risk management. We conduct regular training of our personnel regarding the laws and regulations governing our business and applicable to our clients as well as with our company's policies and procedures. In addition, we have adopted and implemented disclosure controls and procedures and internal controls over financial reporting, which have been documented, tested and assessed for design and operating effectiveness in compliance with the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"). We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of conduct, compliance systems, communication of compliance guidance, conduct of annual compliance reviews and on-going employee education and training. Our corporate risk management function further analyzes our business, investment and other key risks, reinforcing their importance in our environment. We have a compliance group that monitors our compliance with all of the regulatory requirements to which we are subject and manages our compliance policies and procedures. Our General Counsel supervises our compliance group, which is responsible for addressing all regulatory and compliance matters that affect our activities. Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, position reporting, personal securities trading, valuation of investments, document retention, potential conflicts of interest and the allocation of investment opportunities. Our compliance group also monitors the information barriers that we maintain between those of our different businesses that we are required to conduct separately or which present conflicts of interest, which we address through the use of physical and systematic information barriers. We believe that our various businesses' access to the intellectual capital, contacts and relationships benefit all of our businesses. However, in order to maximize that access without compromising our legal and contractual obligations, our compliance group oversees and monitors the communications between or among our different businesses to ensure that we maintain material non-public information, client information and other confidential information in strict confidence. All parts of our business from time to time are subject to regulatory exams, investigations and proceedings, and our broker-dealers have received fines and penalties for infractions of various regulations relating to our activities. For additional information regarding the regulatory and compliance risks that we face, see "Item 1A Risk Factors."

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information, position reporting, personal securities trading, valuation of investments, document retention, potential conflicts of interest and the allocation of investment opportunities. Our compliance group also monitors the information barriers that we maintain between those of our different businesses that we are required to conduct separately or which present conflicts of interest, which we address through the use of physical and systematic information barriers. We believe that our various businesses' access to the intellectual capital, contacts and relationships benefit all of our businesses. However, in order to maximize that access without compromising our legal and contractual obligations, our compliance group oversees and monitors the communications between or among our different businesses to ensure that we maintain material non-public information, client information and other confidential information in strict confidence. All parts of our business from time to time are subject to regulatory exams, investigations and proceedings, and our broker-dealers have received fines and penalties for infractions of various regulations relating to our activities. For additional information regarding the regulatory and compliance risks that we face, see "Item 1A Risk Factors."

The investment advisers responsible for the Company's investment management businesses are all registered as investment advisers with the SEC or rely upon the registration of an affiliated adviser, and all are currently exempt from registration as Commodity Pool Operators and Commodity Trading Advisors.

Registered investment advisers are subject to the requirements of the Advisers Act and the regulations promulgated thereunder. Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, operational and marketing requirements, disclosure obligations, conflicts of interest, fees and prohibitions on fraudulent activities.

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The investment activities of our investment management businesses are also subject to regulation under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended ("the Investment Company Act") and various other statutes, as well as the laws of the fifty states and the rules of various United States and non-United States securities exchanges and self-regulatory organizations, including laws governing trading on inside information, market manipulation and a broad number of technical requirements (e.g., options and futures position limits, execution requirements and reporting obligations) and market regulation policies in the United States and globally. Congress, regulators, tax authorities and others continue to explore and implement regulations governing all aspects of the financial services industry. Pursuant to systemic risk reporting requirements adopted by the SEC, the Company's affiliated registered investment advisers with private investment fund clients are required to report certain information about their investment funds to the SEC.

In addition, certain of our investment advisers may act as a "fiduciaries" under the Employee Retirement Income Security Act of 1974 ("ERISA") and similar state laws with respect to private and public benefit plan clients. As such, the advisers, and certain of the investment funds they advise, may be subject to ERISA and similar state law requirements and to regulations promulgated thereunder. ERISA, similar state laws and applicable provisions of the Internal Revenue Code of 1986 (the "IRC"), which regulate services provided to individual retirement accounts, impose duties on persons who are fiduciaries and other types of service providers to benefit plans and individual retirement accounts under ERISA, such state laws and the IRC, prohibit specified transactions involving IRA and benefit plan clients subject to ERISA or similar state laws (absent the availability of specified exemptions) and provide monetary penalties for violations of these prohibitions.

Enacted on July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was expansive in scope and led to the adoption of extensive regulations by the CFTC, the prudential regulators, the SEC and other governmental agencies. Since its adoption, the Dodd-Frank Act has had an impact on the costs associated with derivatives trading by the Company and its clients, including as a result of requirements that transactions be margined, ~~trade reported~~ and, intrade ~~some cases, centrally cleared~~reported.

The Dodd-Frank Act established the Financial Services Oversight Council (the "FSOC") to identify threats to the financial stability of the United States, promote market discipline, and respond to emerging risks to the stability of the United States financial system. The FSOC is empowered to determine whether the material financial distress or failure of a non-bank financial company would threaten the stability of the United States financial system, and such a determination can subject a non-banking finance company to supervision by the Board of Governors of the Federal Reserve and the imposition of standards and supervision including stress tests, liquidity requirements and enhanced public disclosures including the authority to require the supervision and regulation of systemically significant non-bank financial companies. We do not believe we are at risk of being considered a systemically significant non-bank financial company.

The regulation of swaps and derivatives under the Dodd-Frank Act directly affects the manner by which our investment management businesses utilizes and trades swaps and other derivatives, and has generally increased the costs of derivatives trading conducted on behalf of our clients. The European Union ("EU") (and some other countries) are now in the process of implementing similar requirements that will affect derivatives transactions with a counterparty organized in that country or otherwise subject to that country's derivatives regulation. The mandatory minimum margin requirements for bilateral derivatives adopted by the U.S. government and the EU came into effect in March 2017 with respect to variation margin and will be implemented through a phase-in compliance in respect to initial margin with the next compliance date set for October 6, 2021. Required margining of derivatives has affected our investment management businesses as these requirements generally increase costs associated with derivatives transactions and makes derivatives transactions more expensive.

Given our investment and insurance activities are carried out around the globe, we are subject to a variety of regulatory regimes that vary country by country. Our captive insurance and reinsurance companies are regulated by both the New York State Department of Finance and the Luxembourg Commissariat aux Assurances, respectively. EU financial reforms included a number of initiatives to be reflected in new or updated directives and regulations, the most significant of which is the amendment to the pan-European regulatory regime, the Markets in Financial Instruments Directive ("MiFID II"), which went into effect in January 2018. MiFID II regulates the provision of investment services and activities throughout the European Economic Area. MiFID II requires that investment managers and investment advisers located in the EU "unbundle" research costs from commissions. As a result, investment firms subject to MiFID II may no longer pay for research using client commissions or "soft dollars." Going forward, such costs must be paid directly by the investment firm or through a research payment account funded by clients and governed by a budget that is agreed by the client. In the U.S., our investment management businesses expect to continue to pay for research using soft dollars consistent with applicable law. The change in regulations has also impacted the provisions of research by our U.S. broker-dealers. Because the acceptance of hard dollar payments would, under U.S. law, require registration as an investment adviser, our broker-dealers are requiring clients to continue to pay for research on a soft dollar basis unless the client is subject to MiFID II and we can rely on SEC no-action relief so as not to have to register as an investment adviser. The SEC no-action relief expires on July 3, 2023, unless further extended.6

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~~Cowen~~adopted ~~and~~by ~~Company, LLC ("Cowen and Company"), ATM Execution LLC ("ATM Execution"), and Westminster Research Associates LLC ("Westminster") are registered as broker-dealers with~~ the ~~SEC and are members in good standing with FINRA. All broker-dealers are registered with various~~ U.S. ~~states~~government and territories except for ATM Execution. In addition to FINRA, some of these Cowen broker-dealers are also members of other self-regulatory organizations, including various registered securities exchanges. Self-regulatory organizations adopt and enforce rules governing the ~~conduct~~EU ~~and~~came ~~activities~~into ofeffect ~~their~~in ~~member~~March ~~firms.~~2017 Aswith ofrespect ~~June 30, 2021, Cowen Prime Services LLC (“Cowen Prime”) and Cowen and Company were granted regulatory approval~~ to ~~merge~~variation ~~from~~margin ~~the Financial Industry Regulatory Authority Inc. The companies completed the merger on September 1, 2021 with Cowen~~ and ~~Company~~was ~~being~~implemented ~~the~~through ~~surviving entity. As~~ a ~~result of the merger, Cowen Prime withdrew its status as a registered broker~~phase-~~dealer~~in oncompliance ~~October~~in ~~19,~~respect ~~2021 and such withdrawal was approved by the SEC on November 15, 2021. Accordingly, Cowen and Company, ATM Execution, and Westminster are subject~~ to ~~regulation~~initial ~~and~~margin ~~oversight~~last bySeptember ~~the SEC~~1, ~~the U~~2022.S. ~~states~~Required ~~and~~margining ~~territories in which they are registered, and FINRA and the other self-regulatory organizations~~ of ~~which~~derivatives ~~they~~has ~~are~~affected ~~members.~~our ~~Cowen~~investment ~~and~~management ~~Company~~businesses ~~is also registered with the CFTC and is a member of the NFA~~ as anthese ~~introducing~~requirements ~~broker~~generally ~~and,~~increase ~~consequently,~~costs isassociated ~~subject~~with toderivatives ~~regulation~~transactions and ~~oversight~~makes byderivatives ~~them. Additionally,~~transactions ~~Cowen~~more ~~International Ltd and Cowen Execution Ltd are primarily regulated in the U~~expensive.K. ~~by the FCA and Cowen and Company Asia is registered with and subject to the financial resources requirements of the SFC of Hong Kong.~~

Given our investment and insurance activities are carried out around the globe, we are subject to a variety of regulatory regimes that vary country by country. Our captive insurance companies are regulated by the New York State Department of Finance; our non-captive insurance company is regulated by the Malta Financial Services Authority and our reinsurance companies by the Luxembourg Commissariat aux Assurances and the Guernsey Financial Services Commission. Our captive insurance and reinsurance companies are regulated by both the New York State Department of Finance and the Luxembourg Commissariat aux Assurances, respectively. EU financial reforms included a number of initiatives to be reflected in new or updated directives and regulations, the most significant of which is the amendment to the pan-European regulatory regime, the Markets in Financial Instruments Directive ("MiFID II"), which went into effect in January 2018. MiFID II regulates the provision of investment services and activities throughout the European Economic Area. MiFID II requires that investment managers and investment advisers located in the EU "unbundle" research costs from commissions. As a result, investment firms subject to MiFID II may no longer pay for research using client commissions or "soft dollars." Going forward, such costs must be paid directly by the investment firm or through a research payment account funded by clients and governed by a budget that is agreed by the client. In the U.S., our investment management businesses expect to continue to pay for research using soft dollars consistent with applicable law. The change in regulations has also impacted the provisions of research by our U.S. broker-dealers. Because the acceptance of hard dollar payments would, under U.S. law, require registration as an investment adviser, our broker-dealers are requiring clients to continue to pay for research on a soft dollar basis unless the client is subject to MiFID II and we can rely on SEC no-action relief so as not to have to register as an investment adviser. The SEC no-action relief expires on July 3, 2023, unless further extended.

Cowen and Company, LLC ("Cowen and Company"), ATM Execution LLC ("ATM Execution"), and Westminster Research Associates LLC ("Westminster") are registered as broker-dealers with the SEC and are members in good standing with FINRA. All broker-dealers are registered with various U.S. states and territories except for ATM Execution. In addition to FINRA, some of these Cowen broker-dealers are also members of other self-regulatory organizations, including various registered securities exchanges. Self-regulatory organizations adopt and enforce rules governing the conduct and activities of their member firms. Accordingly, Cowen and Company, ATM Execution, and Westminster are subject to regulation and oversight by the SEC, the U.S. states and territories in which they are registered, and FINRA and the other self-regulatory organizations of which they are members. Cowen and Company is also registered with the CFTC and is a member of the NFA as an introducing broker and, consequently, is subject to regulation and oversight by them. Additionally, Cowen International Ltd and Cowen Execution Ltd are primarily regulated in the U.K. by the FCA and Cowen and Company Asia is registered with and subject to the financial resources requirements of the SFC of Hong Kong.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds, conflicts of interest, securities and information, capital structure, research/banking interaction, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees. In particular, as registered broker-dealers and members of various self-regulatory organizations, Cowen and Company, ATM Execution, and Westminster are subject to the SEC's uniform net capital rule 15c3-1 ("SEC Rule 15c3-1"). SEC Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, SEC Rule 15c3-1 requires us to give prior notice to the SEC for certain withdrawals of capital. As a result, our ability to withdraw capital from our broker-dealer subsidiaries may be limited.

The Dodd-Frank Act contains provisions that require the registration of all swap dealers, major swap participants, security-based swap dealers, and/or major security-based swap participants. The CFTC has finalized rules establishing capital requirements and financial reporting requirements for CFTC registered swap dealers not subject to regulation by a banking regulator. The SEC has finalized rules establishing similar standards for an entity registering as a standalone securities-based swaps dealer. On October 6, 2021, Cowen Financial Products LLC (“CFP”) became subject to the SEC’s standalone securities-based swap regulatory requirements. CFP registered as a securities-based swap dealer with the SEC with an effective date of November 1, 2021. Under the rules there is a minimum net capital requirement for, among others, an entity that acts as a dealer in security-based swaps, which is the greater of $20 million or 2% of risk margin amount. The risk margin amount means the sum of (i) the total initial margin required to be maintained by the SEC securities-based swaps dealer at each clearing agency with respect to securities-based swaps transactions cleared for securities-based swap customers and (ii) the total initial margin amount calculated by the SEC securities-based swaps dealer swaps dealer with respect to non-cleared securities-based swaps under new SEC rules.

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The effort to combat money laundering and terrorist financing is a priority in governmental policy with respect to financial institutions. The Bank Secrecy Act ("BSA"), as amended by Title III of the USA PATRIOT Act of 2001 and its implementing regulations ("Patriot Act"), requires broker-dealers and other financial services companies to maintain an anti-money laundering compliance program that includes written policies and procedures, designated compliance officer(s), appropriate training, independent review of the program, standards for verifying client identity at account opening and obligations to report suspicious activities and certain other financial transactions. Through these and other provisions, the BSA and Patriot Act seek to promote the identification of parties that may be involved in financing terrorism or money laundering. We must also comply with sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Asset Control, which may include prohibitions on transactions with designated individuals and entities and with individuals and entities from certain countries.

Anti-money laundering laws of certain countries outside the United States contain similar diligence and verification provisions. The obligation of financial institutions, including ours, to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share information with other financial institutions, has required the implementation and maintenance of internal practices, procedures and controls that have increased, and may continue to increase, our costs. Any failure with respect to our programs in this area could subject us to serious regulatory consequences, including substantial fines, and potentially other liabilities.

Certain of our businesses are subject to laws and regulations enacted by U.S. federal and state governments, the EU or other non-U.S. jurisdictions and/or enacted by various regulatory organizations or exchanges relating to the privacy of the information of clients, employees or others, including the European Union’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”), and the Gramm-Leach-Bliley Act (the “GLBA”). In the U.S. and elsewhere, additional privacy legislation has been proposed and may be passed, changes in existing regulations may be made or changes in the interpretation or enforcement of existing laws and rules may be made.

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of clients, employees or others, including the European Union’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”), and the Gramm-Leach-Bliley Act (the “GLBA”). In the U.S. and elsewhere, additional privacy legislation has been proposed and may be passed, changes in existing regulations may be made or changes in the interpretation or enforcement of existing laws and rules may be made.

Available Information

We routinely file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. Our SEC filings also are available to the public from the SEC's internet site at http://www.sec.gov.

We maintain a public internet site at http://www.cowen.com and make available free of charge through this site our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post on our website the charters for our Board of Directors' Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as well as our Corporate Governance Guidelines, our Code of Business Conduct and Ethics governing our directors, officers and employees and other related materials. The information on or accessible through our website is not incorporated by reference into this Annual Report.

Item 1A. Risk Factors

SUMMARY RISK FACTORS

Some of the factors that could materially and adversely affect our business, financial condition, results of operations or prospects include the following:

Market, Strategy and Industry Risk

a.Market volatility could have an adverse effect on our businesses, results of operations and financial condition.

b.~~The~~Volatility ~~COVID-19~~in ~~pandemic~~the ~~could~~value ~~adversely~~of ~~affect~~ our ~~business,~~assets ~~financial condition~~ and ~~results~~liabilities ofcould ~~operations,~~adversely ~~including~~affect asour aresults ~~result~~ of ~~employees~~operations ~~spending~~and astatement ~~substantial amount~~ of ~~time~~financial ~~working remotely~~condition.

c.~~Our~~We ~~inability~~may toincur ~~successfully~~losses ~~identify,~~as ~~manage~~a ~~and~~result ~~execute~~of ~~future~~unforeseen ~~acquisitions~~or catastrophic events, ~~investments~~including ~~and~~the ~~strategic~~emergence ~~alliances~~of ~~could~~a ~~adversely~~pandemic, ~~affect~~terrorist ~~our~~attacks, ~~results~~extreme ofweather ~~operations~~events or other natural disasters.

d.~~Volatility~~Our inOpnet ~~the~~(formerly ~~value~~known ofas ~~our~~Linkem) ~~assets~~ and ~~liabilities~~Polysign ~~could~~investment may not be successful and may adversely affect our results of operations ~~and~~or ~~statement of~~ financial condition.

e.Our Linkem investment may not be successful and may adversely affect our results of operations or financial condition.

Human Capital Risk

a.~~The~~Our ~~loss~~businesses ofhave ~~key~~traditionally ~~senior~~relied ~~personnel~~on ~~would~~collaboration ~~have~~among our employees. Accordingly, our business could be adversely affected by a ~~material~~prolonged ~~adverse~~period ~~effect~~of onemployees ~~our~~working ~~businesses~~remotely.

b.~~Employee~~The ~~misconduct~~loss ~~could~~of ~~harm~~key ~~investor~~senior ~~retention~~personnel ~~and~~would ~~could~~have ~~cause~~a ~~legal~~material ~~liability,~~adverse ~~reputational~~effect ~~harm~~on ~~and~~our ~~loss of revenue~~businesses.

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c.Employee misconduct could harm investor retention and could cause legal liability, reputational harm and loss of revenue.

Business Risks

a.Deteriorations in the business environment in sectors focused on by our investment banking businesses could materially affect our business and cause substantial fluctuations in financial results from period-to-period.

b.Our capital markets and strategic advisory engagements do not generally provide for subsequent engagements and can lead to payment risk.

c.Larger and more frequent capital commitments in our trading and underwriting businesses increase the potential for significant losses.

d.The market structure in which our market-making business operates may make sustained profitability difficult.

e.Electronic trading and new trading technology may adversely affect this business and may increase competition.

f.We are subject to potential losses and default risks as a result of our clearing and execution activities.

g.Our securities business and related global clearing operations expose us to material liquidity risk, including as a result of international market events, decreases in equity trading activity and declining securities prices.

h.Failures by our third-party clearing agents could materially impact our business and operating results.

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i.Our ability to increase revenues and improve profitability will depend on increasing assets under management in existing investment strategies and marketing new investment products and strategies.

j.~~Certain~~We ~~of our investment funds~~ may ~~invest~~be inunable ~~relatively~~cover ~~high-risk,~~our ~~illiquid~~exposure ~~assets,~~if ~~and~~a wecounterparty ~~may~~defaults ~~fail~~under toone ~~realize~~of ~~any~~our ~~profits~~derivative ~~from~~or ~~these~~non-derivative ~~activities~~contracts.

k.We may besuffer ~~unable~~losses ~~cover~~in ~~our~~connection ~~exposure~~with ifthe ainsolvency ~~counterparty~~of ~~defaults~~agents ~~under~~whose ~~one~~services ofwe ~~our~~use ~~derivative~~and orwho ~~non-derivative~~may ~~contracts~~hold our investment funds’ assets.

l.WeRisk ~~may~~management ~~suffer~~activities ~~losses~~may inmaterially ~~connection~~adversely ~~with~~affect the ~~insolvency~~return ofon ~~agents whose services we use and who may hold~~ our investment funds’' ~~assets~~investments.

m.~~Risk~~Our ~~management~~third ~~activities~~party ~~may~~reinsurance ~~materially~~business ~~adversely~~could ~~affect~~expose ~~the~~us ~~return~~to ~~on our investment funds' investments~~losses.

n.~~Our~~Investments ~~third~~made ~~party~~by ~~reinsurance~~investment ~~business~~funds, ~~could~~including ~~expose~~the usinvestments of the Company’s own capital in the Company’s investment funds, is subject to ~~losses~~risks that may have a material adverse effect on our revenues, net income and cash flow.

Operational Risks

a.Operational risks relating to the failure of data processing systems and other information systems and technology or other infrastructure may disrupt our business and result in losses or limit our operations and growth.

b.Any cyber attack or other security breach of or vulnerability in our technology systems, or those of our clients or other third party vendors we rely on, could have operational impacts, subject us to significant liability and harm our reputation.

Liquidity Risks

a.We rely upon our subsidiaries for cash flows and servicing our debt and funding our necessary capital expenditures. ~~requires~~We ~~a significant amount of cash, and we~~ may not have sufficient cash flow ~~from our business~~ to pay our substantial debt or to fund our necessary capital expenditures.

b.The terms of the credit agreement governing our revolving credit facility and term loan may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

c.We will be required to use a significant amount of cash to redeem our Series A Cumulative Perpetual Convertible Preferred Stock, which could adversely affect our liquidity position and could make it more difficult for us to elect to redeem these securities.

Litigation and Regulatory Risk

a.Our subsidiaries may become subject to additional regulations which could increase the costs and burdens of compliance or impose additional restrictions.

b.We are subject to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm.

c.A failure to appropriately identify and deal with conflicts of interest could adversely affect our businesses.

d.Increased regulatory focus could result in regulation that limits how we invest.

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Merger Risks

a.The consummation of the proposed Toronto-Dominion Bank merger (the "Merger")is subject to a number of conditions, many of which are largely outside of the control of the parties to the Merger Agreement.

b.Failure to complete the Merger could adversely affect our stock price and business, results of operations or financial condition.

c.While the Merger is pending, we are subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations or financial condition.

d.The Company will incur substantial transaction fees and Merger-related costs in connection with the Merger that could adversely affect the business and operations of the Company if the Merger is not completed.

e.The termination fee and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire the Company.

f.Litigation against the Company, TD or the members of their respective boards, could prevent or delay the completion of the Merger or result in the payment of damages following completion of the Merger.

g.Uncertainty about the Merger may adversely affect the relationships between us and our clients, vendors and employees.

h.If the Merger is not consummated by August 1, 2023, either we or TD may terminate the Merger Agreement.

Other Risks to Our Stockholders

a.We could change our existing dividend policy in the future.

b.The terms of our Series A Convertible Preferred Stock contain certain restrictions on our ability to pay dividends and repurchase our capital stock, and, under certain circumstances, provides the holders thereof the right to elect two additional directors to our Board of Directors.

c.Our failure to maintain effective internal controls over financial reporting could have a material adverse effect on our business.

d.Certain provisions in our organizational documents could deter an acquisition by a third party.

e.The change in accounting guidance for our outstanding Series A Cumulative Perpetual Convertible Preferred Stock may have an adverse effect on our diluted earnings per share in future periods.

Risks Related to the Company's Businesses and Industry

For purposes of the following risk factors, references made to the Company's investment funds include the various investment management products advised by the Company's investment management business and the investment funds through which the Company invests its own capital. The Company's investment banking businesses include the Investment Banking division, the Markets division and the Research division.

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Market, Strategy and Industry Risk

Difficult market conditions, market disruptions and volatility have adversely affected, and may in the future adversely affect, the Company's businesses, results of operations and financial condition.

The Company's businesses, by their nature, do not produce predictable earnings, and all of the Company's businesses have in the past been, and may in the future be affected by conditions in the global financial markets and by global economic conditions, such as interest rates, the availability of credit, inflation rates, economic uncertainty, changes in laws, commodity prices, asset prices (including real estate), currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts, protests or security operations). Challenging market conditions have in the past affected and in the future could affect the level and volatility of securities prices and the liquidity and the value of investments in the Company's investment funds or other investments in which the Company has investments of its own capital, and the Company may not be able to effectively manage its investment management business's exposure to challenging market conditions. Challenging market conditions have in the past adversely affected and in the future could also adversely affect the Company's investment banking business as increased volatility and lower stock prices can make companies less likely to conduct transactions.

In addition, global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, political and financial uncertainty in the United States and the European Union, renewed concern about China's economy, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel, such as have occurred or might occur in the event of a worldwide pandemic such as the COVID-19 pandemic. More generally, because our businesses are closely correlated to the general economic outlook, a significant deterioration in that outlook or realization of certain events would likely have an immediate and significant negative impact on our businesses and overall results of operations.

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The effects of the outbreak of COVID-19 have negatively affected the global economy, the United States economy and the global financial markets, and have disrupted and may further disrupt our operations and our clients' operations. The effects of the COVID-19 pandemic could in future periods have an adverse effect on our business, financial condition and results of operations.

The ongoing effects of COVID-19 remain challenging to predict due to multiple uncertainties, including the transmissibility, severity, duration and resurgences of the outbreak; new virus variants and their spread; the application and effectiveness of health and safety measures that are voluntarily adopted by the public or required by government or public health authorities, including vaccines and treatments; the speed and strength of an economic recovery; and the impact to our employees and our operations, our clients’ operations, suppliers and business partners. Impacts to our businesses could include the following:

•Employees contracting COVID-19

•Reductions in our operating effectiveness as our employees work from home or disaster-recovery locations

•Unavailability of key personnel necessary to conduct our business activities

•Unprecedented volatility in global financial markets

•Reductions in revenue across our operating businesses

•Declines in collateral value

•Declines in demand for our products or services

•Unavailability of critical services provided to us by third parties

•Operational failures due to changes in our normal business practices

•Credit losses

We are taking precautions to protect the safety and well-being of our employees. However, no assurance can be given that the steps being taken will be deemed to be adequate or appropriate, nor can we predict the level of disruption which will occur to our employee's ability to service our clients and provide support for our businesses, particularly if the COVID-19 pandemic persists for a long period of time. Furthermore, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the COVID-19 pandemic could harm our ability to operate our businesses or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

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In the event that the COVID-19 pandemic persists and leads to increased volatility and lower stock prices for many companies, our investment banking activity could be materiality disrupted.

In addition, a sustained and continuing market downturn could lead to or exacerbate declines in the number of security transactions executed for customers and, therefore, to a decline in the revenues we receive from commissions and spreads.

In addition, revenues from our investment management businesses could be negatively impacted by decreased securities prices, as well as widely fluctuating securities prices. Because our investment management businesses hold long and short positions in securities, changes in the prices of these securities, as well as any decrease in the liquidity of these securities, may adversely affect our revenues from investment management.

Any one or more of these developments could cause, contribute to or exacerbate the other risks and uncertainties discussed in this Annual Report. Furthermore, such developments may remain prevalent for a significant period of time and may in the future adversely affect our business, financial condition and results of operations even after the COVID-19 pandemic has subsided.

We may incur losses as a result of unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or other natural disasters.

The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as COVID-19, or other widespread health emergency (or concerns over the possibility of such an emergency), terrorist attacks, extreme terrestrial or solar weather events or other natural disasters, could create, and in the case of COVID-19 have created, and may continue to create, economic and financial disruptions, and in the case of COVID-19 have led to, and other future events could lead to, operational difficulties (including travel limitations) that may impair our ability to manage our businesses.

Our businesses have traditionally relied on collaboration among our employees, particularly in our markets business. While our employees have been able to work remotely since March 2020, we do not know how a continuing and prolonged period of ~~remote working by our employees will impact our ability to collaborate. Accordingly, our business could be adversely affected by a prolonged period of employees working remotely.~~

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remote working by our employees will impact our ability to collaborate. Accordingly, our business could be adversely affected by a prolonged period of employees working remotely.

Our business has traditionally relied on collaboration among our employees. In particular, the trading floor environment in our markets business facilitates idea generation and is more conducive to active trading. While we have been able to continue to operate all of our businesses, including our markets business, with our employees primarily working remotely since March 2020,we do not know how a continuing and prolonged period of remote working by our employees will impact our ability to collaborate. Accordingly, our businesses could be adversely affected by a continuing and prolonged period of employees working remotely.

The Company may be unable to successfully identify, manage and execute future acquisitions, investments and strategic alliances, which could adversely affect our results of operations.

We intend to continually evaluate potential acquisitions, investments and strategic alliances to expand our business. In the future, we may seek additional acquisitions, investments, strategic alliances or similar arrangements, which may expose us to risks such as:

•the difficulty of identifying appropriate acquisitions, investments, strategic allies or opportunities on terms acceptable to us;

•the possibility that senior management may be required to spend considerable time negotiating agreements and monitoring these arrangements;

•potential regulatory issues applicable to the financial services business;

•the loss or reduction in value of the capital investment;

•our inability to capitalize on the opportunities presented by these arrangements; and

•the possibility of insolvency of a strategic ally.

Furthermore, any future acquisitions of businesses could entail a number of risks, including:

•problems with the effective integration of operations;

•inability to maintain key pre-acquisition business relationships;

•increased operating costs;

•exposure to unanticipated liabilities; and

•difficulties in realizing projected efficiencies, synergies and cost savings.

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There can be no assurance that we would successfully overcome these risks or any other problems encountered with these acquisitions, investments, strategic alliances or similar arrangements.

The Company's future results will suffer if the Company does not effectively manage its expanded operations.

The Company may continue to expand its operations through new product and service offerings and through additional strategic investments, acquisitions or joint ventures, some of which may involve complex technical and operational challenges. The Company's future success depends, in part, upon its ability to manage its expansion opportunities, which pose numerous risks and uncertainties, including the need to integrate new operations into its existing business in an efficient and timely manner, to combine accounting and data processing systems and management controls and to integrate relationships with customers and business partners. In addition, future acquisitions or joint ventures may involve the issuance of additional shares of common stock of the Company, which may dilute the ownership of the Company's stockholders.

Volatility in the value of the Company's investments and securities portfolios or other assets and liabilities, including investment funds, or negative returns from the investments made by the Company have in the past and could in the future adversely affect the Company's results of operations and statement of financial condition.

The Company invests a significant portion of its capital base to help drive results and facilitate growth of its investment management and investment bank businesses. As of December 31, ~~2021~~2022, the Company's invested capital amounted to a net value of $~~856~~911.02 million (supporting a long market value of $~~693~~1,048.51 million), representing approximately 8486% of Cowen's stockholders' equity presented in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). In accordance with US GAAP, we define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP also establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Changes in fair value are reflected in the statement of operations at each measurement period. Therefore, continued volatility in the value of the Company's investments and securities portfolios or other assets and liabilities, including investment funds, will result in volatility of the Company's results. We have experienced this type of volatility in prior periods. In addition, the investments made by the Company may not generate positive returns. As a result, changes in value or negative returns from investments made by the Company may have an adverse effect on the Company's financial condition or operations in the future.

~~Our investment in Linkem may not prove to be successful and may adversely affect our results of operations or financial condition.~~ 12

AsTable of December 31, 2021, we had an approximately $83.5 million investment in Linkem S.p.A. ("Linkem"), the largest fixed wireless broadband service provider in Italy. Many factors, most of which are outside of our control, can affect Linkem's business, including the state of the Italian economy and capital markets in general, competition in the Italian telecommunications markets and other factors that directly and indirectly affect the results of operations, including the sales and profitability of Linkem, and consequently may adversely affect our results of operations or financial condition.Contents

the value of the Company's investments and securities portfolios or other assets and liabilities, including investment funds, will result in volatility of the Company's results. We have experienced this type of volatility in prior periods. In addition, the investments made by the Company may not generate positive returns. As a result, changes in value or negative returns from investments made by the Company may have an adverse effect on the Company's financial condition or operations in the future.

Our investments in Opnet (formerly known as Linkem) and Polysign may not prove to be successful and may adversely affect our results of operations or financial condition.

As of December 31, 2022, we had an approximately $46.8 million investment in Opnet, the largest fixed wireless broadband service provider in Italy. Many factors, most of which are outside of our control, can affect Opnet's business, including the state of the Italian economy and capital markets in general, competition in the Italian telecommunications markets and other factors that directly and indirectly affect the results of operations, including the sales and profitability of Opnet, and consequently may adversely affect our results of operations or financial condition.

As of December 31, 2022, we had an approximately $57.2 million investment in PolySign, Inc., a company that develops state-of-the-art, secure, scalable infrastructure for financial institutions to fully leverage their digital assets. Many factors, most of which are outside of our control, can affect PolySign’s business, including the level of acceptance in the market of digital assets, regulation of digital assets, competition among companies vying to be the provider of choice for digital asset related infrastructure and other factors that directly and indirectly affect the results of operations, including the profitability of PolySign, and consequently may adversely affect our results of operations or financial condition.

The Company faces strong competition from larger firms.

The research, brokerage and investment banking industries are intensely competitive, and the Company expects them to remain so. The Company competes on the basis of a number of factors, including client relationships, reputation, the abilities of the Company's professionals, market focus and the relative quality and price of the Company's services and products. The Company has experienced intense price competition in some of its businesses, including trading commissions and spreads in its brokerage business. In addition, pricing and other competitive pressures in investment banking, including the trends toward multiple book runners, co-managers and financial advisors, and a larger share of the underwriting fees and discounts being allocated to the book-runners, could adversely affect the Company's revenues from its investment bank business.

The Company is a relatively small investment bank. Many of the Company's competitors in the research, brokerage and investment banking industries have a broader range of products and services, greater financial resources, larger customer bases, greater name recognition and marketing resources, a larger number of senior professionals to serve their clients' needs, greater global reach and more established relationships with clients than the Company has. These larger competitors may be better able to respond to changes in the research, brokerage and investment banking industries, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally.

The scale of our competitors in the investment banking industry has increased in recent years as a result of substantial consolidation among companies in the research, brokerage and investment banking industries. In addition, a number of large commercial banks and other broad-based financial services firms have established or acquired underwriting or financial advisory practices and broker-dealers or have merged with other financial institutions. These firms have the ability to offer a wider range of products than the Company does which may enhance their competitive position. They also have the ability to support their investment banking and advisory groups with commercial banking and other financial services in an effort to gain market share, which has resulted, and could further result, in pricing pressure in the Company's businesses. If we are unable to compete effectively with our competitors in the investment banking industry, the Company's business and results of operations may be adversely affected.

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effectively with our competitors in the investment banking industry, the Company's business and results of operations may be adversely affected.

Human Capital Risk

Our businesses are heavily dependent on our personnel so any adverse effects on their well-being or morale could adversely affect our business.

COVID-19 presents a significant threat to our employees’ well-being and morale and the longer the pandemic persists the more significant the challenges could be to our employees' morale. While we have implemented a business continuity plan to protect the health of our employees, our business continuity plan cannot anticipate all scenarios and we may experience potential loss of productivity or a delay in the roll out of certain strategic plans as a result of the COVID-19 pandemic.

The Company depends on its key senior personnel and the loss of their services would have a material adverse effect on the Company's businesses and results of operations, financial condition and prospects.

The Company depends on the efforts, skill, reputations and business contacts of its principals and other key senior personnel, the information and investment activity these individuals generate during the normal course of their activities and the synergies among the diverse fields of expertise and knowledge held by the Company's senior professionals. Accordingly, the Company's continued success will depend on the continued service of these individuals. Key senior personnel may leave the Company in the future, and we cannot predict the impact that the departure of any key senior personnel will have on our ability to achieve our investment and business objectives. The loss of the services of any of them could have a material adverse effect on the Company's revenues, net income and cash flows and could harm our ability to maintain or grow assets under management in existing investment funds or raise additional funds in the future. Our senior and other key personnel possess substantial experience and expertise and have strong business relationships with the investors in its investment funds, clients and other members of the business community. As a result, the loss of such personnel could have a material adverse effect on the Company's businesses and results of operations, financial condition and prospects.

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synergies among the diverse fields of expertise and knowledge held by the Company's senior professionals. Accordingly, the Company's continued success will depend on the continued service of these individuals. Key senior personnel may leave the Company in the future, and we cannot predict the impact that the departure of any key senior personnel will have on our ability to achieve our investment and business objectives. The loss of the services of any of them could have a material adverse effect on the Company's revenues, net income and cash flows and could harm our ability to maintain or grow assets under management in existing investment funds or raise additional funds in the future. Our senior and other key personnel possess substantial experience and expertise and have strong business relationships with the investors in its investment funds, clients and other members of the business community. As a result, the loss of such personnel could have a material adverse effect on the Company's businesses and results of operations, financial condition and prospects.

The Company's ability to retain its senior professionals is critical to the success of its businesses, and its failure to do so may materially affect the Company's reputation, business and results of operations.

Our people are our most valuable resource. Our success depends upon the reputation, judgment, business generation capabilities and project execution skills of our senior professionals. Our employees' reputations and relationships with our clients are critical elements in obtaining and executing client engagements. The Company may encounter intense competition for qualified employees from other companies inside and outside of their industries. From time to time, the Company has experienced departures of professionals. Losses of key personnel have occurred and may occur in the future. Moreover, if any of our client-facing employees or executive officers were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of the services of the Company.

The success of our businesses is based largely on the quality of our employees and we must continually monitor the market for their services and seek to offer competitive compensation. In challenging market conditions, which occurred in recent years, it may be difficult to pay competitive compensation without the ratio of our compensation and benefits expense to revenues becoming higher. In addition, for our investment professionals whose performance-based compensation represents substantially all of the compensation the professional is entitled to receive in any year, negative performance which results in the professional not being entitled to receive any performance-based compensation could incentivize the professional to join a competitor.

Employee misconduct could harm the Company by, among other things, impairing the Company's ability to attract and retain investors and subjecting the Company to significant legal liability, reputational harm and the loss of revenue from its own invested capital.

It is not always possible to detect and deter employee misconduct. The precautions that the Company takes to detect and prevent this activity may not be effective in all cases, and we may suffer significant reputational harm and financial loss for any misconduct by our employees. The potential harm to the Company's reputation and to our business caused by such misconduct is impossible to quantify.

There is a risk that the Company's employees or partners could engage in misconduct that materially adversely affects the Company's business, including a decrease in returns on its own invested capital. The Company is subject to a number of obligations and standards arising from its businesses. The violation of these obligations and standards by any of the Company's employees could materially adversely affect the Company and its investors. For instance, the Company's businesses require that the Company properly deal with confidential information. If the Company's employees were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position and current and future business relationships. If one of the Company's employees were to engage in misconduct or were to be accused of such misconduct, the business and reputation of the Company could be materially adversely affected.

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Business Risks

The Company's investment banking businesses focus principally on specific sectors of the economy, and deterioration in the business environment in these sectors or a decline in the market for securities of companies within these sectors could materially affect our investment banking businesses.

Volatility in the business environment in the Company's sectors or in the market for securities of companies within these sectors could substantially affect the Company's financial results. The business environment for companies in these sectors has been subject to substantial volatility, and the Company's financial results have consequently been subject to significant variations from year to year. The market for securities in each of the Company's sectors may also be subject to industry-specific risks. For example, changes in policies of the United States Food and Drug Administration, along with changes to Medicare and government reimbursement policies, may affect the market for securities of healthcare companies. In addition, increased antitrust enforcement, in both the United States and internationally, and changes to how governments review foreign acquisitions of domestic companies may calm merger and acquisition activity and may make executing merger and acquisition transactions more difficult. In addition, revenue generated by the Company in its consumer sector could be adversely affected by changes in law or regulatory action with respect to companies that are in cannabis related businesses.

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difficult. In addition, revenue generated by the Company in its consumer sector could be adversely affected by changes in law or regulatory action with respect to companies that are in cannabis related businesses.

As an investment bank which focuses primarily on specific growth sectors of the economy, the Company also depends significantly on private company transactions for sources of revenues and potential business opportunities. To the extent the pace of these private company transactions slows or the average size declines due to a decrease in private equity financings, difficult market conditions in the Company's sectors or other factors, the Company's business and results of operations may be adversely affected.

The financial results of the Company's investment banking businesses may fluctuate substantially from period to period.

The Company has experienced, and we expect the Company to experience in the future, significant periodic variations in its revenues and results of operations. These variations may be attributed in part to the fact that its investment banking revenues are typically earned upon the successful completion of a transaction, the timing of which is uncertain and beyond the Company's control. In most cases, the Company receives little or no payment for investment banking engagements that do not result in the successful completion of a transaction. As a result, our investment bank business is highly dependent on market conditions as well as the decisions and actions of its clients and interested third parties. For example, a client's acquisition transaction may be delayed or terminated because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse market conditions or unexpected financial or other problems in the client's or counterparty's business. If the parties fail to complete a transaction on which the Company is advising or an offering in which the Company is participating, we will earn little or no revenue from the transaction, and we may incur significant expenses that may not be recouped. This risk may be intensified by the Company's focus on growth companies in its sectors as the market for securities of these companies has experienced significant variations in the number and size of equity offerings. Many companies initiating the process of an IPO are simultaneously exploring other strategic alternatives, such as a merger and acquisition transaction. The Company's investment bank revenues would be adversely affected in the event that an IPO for which it is acting as an underwriter is preempted by the company's sale if the Company is not also engaged as a strategic advisor in such sale. As a result, our investment banking businesses are unlikely to achieve steady and predictable earnings on a quarterly basis.

Pricing and other competitive pressures may impair the revenues of the Company's brokerage business.

The Company's brokerage business accounted for approximately 2738.75% of the Company's revenues during ~~2021~~2022. Along with other firms, the Company has experienced price competition in this business in recent years. In particular, the ability to execute trades electronically and through alternative trading systems has increased the pressure on trading commissions and spreads. We expect to continue to experience competitive pressures in these and other areas in the future as some of our competitors in the investment banking industry seek to obtain market share by competing on the basis of price or use their own capital to facilitate client trading activities. In addition, the Company faces pressure from larger competitors, who may be better able to offer a broader range of complementary products and services to clients in order to win their trading or prime brokerage business. We are committed to maintaining and improving the Company's comprehensive research coverage to support its brokerage business and the Company may be required to make additional investments in the Company's research capabilities.

Further, fund investors and shareholders are increasingly focused on ESG matters and certain fund investors consider ESG factors in determining whether to invest in our funds and our common stock. In addition, some fund investors use third-party benchmarks or scores to measure our ESG practices and decide whether to invest in our funds, and capital commitments to us and may condition capital commitments on taking or refraining from taking certain actions. Investors and stockholders may choose not to invest in our funds or exclude our common stock from their investments if our ESG practices do not fit their investment profiles, or if we fail to demonstrate progress towards our ESG goals, which could adversely impact our reputation or our ability to raise capital and could cause the price of our common stock to decrease.

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The Company's capital markets and strategic advisory engagements are singular in nature, do not generally provide for subsequent engagements and can lead to payment risk.

The Company's investment banking clients generally retain the Company on a short-term, engagement-by-engagement basis in connection with specific capital markets or mergers and acquisitions transactions, rather than on a recurring basis under long-term contracts. As these transactions are typically singular in nature and the Company's engagements with these clients may not recur, the Company must seek out new engagements when its current engagements are successfully completed or are terminated. As a result, high activity levels in any period are not necessarily indicative of continued high levels of activity in any subsequent period. If the Company is unable to generate a substantial number of new engagements that generate fees from new or existing clients, the Company's investment bank business and results of operations would likely be adversely affected. In addition, investment banking clients may on occasion refuse to pay investment banking fees owed pursuant to the terms of our engagement ~~and we may need to expend resources to enforce our contracts. Any failure to pay the investment banking fees owed to us could adversely affect our results of operations.~~

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and we may need to expend resources to enforce our contracts. Any failure to pay the investment banking fees owed to us could adversely affect our results of operations.

Larger and more frequent capital commitments in the Company's trading and underwriting businesses increase the potential for significant losses.

There has been a trend toward larger and more frequent commitments of capital by financial services firms in many of their activities. For example, in order to compete for certain transactions, investment banks may commit to purchase large blocks of stock from publicly traded issuers or significant stockholders, instead of the more traditional marketed underwriting process in which marketing is completed before an investment bank commits to purchase securities for resale. To the extent the total net capital of the Company's broker-dealers allows it, the Company anticipates participating in this trend and, as a result, the Company will be subject to increased risk as it commits capital to facilitate business. Furthermore, the Company may suffer losses as a result of the positions taken in these transactions even when economic and market conditions are generally favorable for others in the industry.

The Company may enter into large transactions in which it commits its own capital as part of its trading business to facilitate client trading activities. The number and size of these large transactions may materially affect the Company's results of operations in a given period. Market fluctuations may also cause the Company to incur significant losses from its trading activities. To the extent that the Company owns assets (i.e., has long positions), a downturn in the value of those assets or in the markets in which those assets are traded could result in losses. Conversely, to the extent that the Company has sold assets it does not own (i.e., has short positions), in any of those markets, an upturn in the value of those assets or in markets in which those assets are traded could expose the Company's investment banking businesses to potentially large losses as they attempt to cover short positions by acquiring assets in a rising market.

The market structure in which our market-making business operates may make it difficult for this business to maintain profitability.

Market structure changes have had an adverse effect on the results of operations of our market-making business. These changes may make it difficult for us to maintain and/or predict levels of profitability of, or may cause us to generate losses in, our market-making business.

The growth of electronic trading and the introduction of new technology in the markets in which our market-making business operates may adversely affect this business and may increase competition.

The continued growth of electronic trading and the introduction of new technologies is changing our market-making business and presenting new challenges. Securities, futures and options transactions are increasingly occurring electronically, through alternative trading systems. It appears that the trend toward alternative trading systems will continue to accelerate. This acceleration could further increase program trading, increase the speed of transactions and decrease our ability to participate in transactions as principal, which would reduce the profitability of our market-making business. Some of these alternative trading systems compete with our market-making business and with our algorithmic trading platform, and we may experience continued competitive pressures in these and other areas. Significant resources have been invested in the development of our electronic trading systems, which includes our ATM business, but there is no assurance that the revenues generated by these systems will yield an adequate return on the investment, particularly given the increased program trading and increased percentage of stocks trading off of the historically manual trading markets.

We are subject to potential losses and default risks as a result of our clearing and execution activities.

As a clearing member firm providing services to certain of our brokerage customers, we are ultimately responsible for their financial performance in connection with various securities transactions. Our clearing operations require a commitment of our capital and involve risks of losses due to the potential failure of our customers to perform their obligations under these transactions. We are required to finance customers' unsettled positions from time to time, and we could be held responsible for the defaults of those customers. If customers default on their obligations, we remain financially liable for such obligations, and while some of these obligations may be collateralized, we are still subject to market risk in the liquidation of customer collateral to satisfy those obligations. While we have risk management procedures designed to mitigate certain risks, there can be no assurance that our risk management procedures will be adequate. Although we regularly review our credit exposure to customers, default risk may arise from events or circumstances that may be difficult to detect or foresee. Default by our customers may also give rise to the Company incurring penalties imposed by execution venues, regulatory authorities and clearing and settlement organizations. Any liability arising from clearing operations could have a material adverse effect on our business, financial condition and results of operations.

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some of these obligations may be collateralized, we are still subject to market risk in the liquidation of customer collateral to satisfy those obligations. While we have risk management procedures designed to mitigate certain risks, there can be no assurance that our risk management procedures will be adequate. Although we regularly review our credit exposure to customers, default risk may arise from events or circumstances that may be difficult to detect or foresee. Default by our customers may also give rise to the Company incurring penalties imposed by execution venues, regulatory authorities and clearing and settlement organizations. Any liability arising from clearing operations could have a material adverse effect on our business, financial condition and results of operations.

We are also exposed to credit risk from third parties that owe us money, securities or other obligations, including our trading counterparties. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons, and we could be held responsible for such defaults. In addition, customer trading errors may cause us to incur financial losses, which customers may be unable or unwilling to cover. Volatile securities markets, credit markets and regulatory changes may increase our exposure to our customers' and counterparties' credit profiles, which could adversely affect our financial condition and operating results. Our review of the credit risk of customers and trading counterparties may not be adequate to provide sufficient protection from these risks.

Our securities business and related clearing operations expose us to material liquidity risk.

We may be required to provide considerable additional funds with clearing and settlement organizations of which we are members, such as the National Securities Clearing Corporation ("NSCC") or Depository Trust and Clearing Corporation in the U.S., especially during periods of high market volatility or when we are obligated to clear large notional amounts of securities that are not eligible for settlement through the NSCC's Continuous Net Settlement system and, consequently, may be subject to higher margin requirements. In addition, regulatory agencies have recently required these clearing and settlement organizations to increase the level of margin deposit requirements, and they may continue to do so in the future. We rely on our excess cash, certain established credit facilities and the use of outsourced clearing arrangements to meet or reduce these demands. While we have historically met requests for additional margin deposits, there is no guarantee that our excess cash and our established credit facilities and clearing arrangements will be sufficient for future needs, particularly if there is an increase in requirements. There is also no guarantee that these established credit facilities will be extended beyond their expiration.

As a clearing member firm of securities clearing houses in the U.S., we are also exposed to clearing member credit risk. Securities clearing houses require member firms to deposit cash and/or government securities to a clearing fund. If a clearing member defaults in its obligations to the clearing house in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. The clearing houses of which we are members also have the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost to us if we are required to pay such assessments.

In certain jurisdictions we are dependent on third-party clearing agents and any failures by such clearing agents could materially impact our business and operating results.

In certain jurisdictions we are dependent on agents for the clearing and settlement of securities transactions. If our agents fail to properly facilitate the clearing and settlement of our customer trades, we could be subject to financial, legal and regulatory risks and costs that may impact our business and operating results. In addition, it could cause our clients to reduce or cease their trading with us, which would adversely affect our revenues and financial results.

Moreover, certain of the clearing agreements provide our clearing agents with rights to increase our deposit requirements or to terminate the agreements upon short notice. There is no guarantee we will be able to satisfy any increased deposit requirements within the time frames demanded by our clearing agents, and if we fail to satisfy such demands on a timely basis, it could constitute a default under our clearing agreements. If our clearing agents terminate a clearing agreement on short notice, there is no guarantee that we could obtain alternative services in a timely manner and any interruption of the normal course of our trading and clearing operations could have a material impact on our business and results of operations.

Our clearing and execution operations are global and international market events could adversely impact our financial results.

Because we offer brokerage products and services on a global basis, our revenues derived from non-U.S. operations are subject to risk of loss from social or political instability, changes in government policies or policies of central banks, downgrades in the credit ratings of sovereign countries, expropriation, nationalization, confiscation of assets and unfavorable legislative and political developments in such non-U.S. jurisdictions. Revenues from the trading of non-U.S. securities may be subject to negative fluctuations as a result of the above factors. The impact of these fluctuations on our results could be magnified because generally non-U.S. trading markets, particularly in emerging market countries, are smaller, less liquid and more volatile than U.S. trading markets.

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Decreases in equity trading activity by active fund managers and declining securities prices could harm our business and profitability.

Declines in the trading activity of active fund managers generally result in lower revenues from our brokerage products and services. In addition, securities' price declines adversely affect our trading commissions outside North America, which are based on the value of transactions. The demand for our brokerage products and services is directly affected by factors such as economic, regulatory and political conditions that may lead to decreased trading activity and prices in the securities markets in the U.S. and in all of the foreign markets we serve. Significant flows of investments out of actively managed equity funds have curtailed their trading activity, which has weighed on our buy-side trading volumes and the use of some of our higher value services. Volatility levels also impact the amount of trading activity. Sustained periods of low volatility can result in lower levels of trading activity and trading activity tends to decline in periods following extreme levels of volatility. In addition, any substantial shift from active fund management to passive fund management could have an adverse effect on our trading commissions.

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in all of the foreign markets we serve. Significant flows of investments out of actively managed equity funds have curtailed their trading activity, which has weighed on our buy-side trading volumes and the use of some of our higher value services. Volatility levels also impact the amount of trading activity. Sustained periods of low volatility can result in lower levels of trading activity and trading activity tends to decline in periods following extreme levels of volatility. In addition, any substantial shift from active fund management to passive fund management could have an adverse effect on our trading commissions.

The Company's revenues and, in particular, its ability to earn incentive and investment income, would be adversely affected if there are reversals to previously accrued incentive fees or if its investment funds fall beneath their "high-water marks" as a result of negative performance.

For our private equity funds, the incentive fee crystallizes upon realization of the investment. In those circumstances, until the investment is realized, the accrued incentive fees are subject to reversal even if those accruals were made in prior years. The Company's incentive allocations are also subject, in some cases, to performance hurdles or benchmarks. To the extent the Company's investment funds experience negative investment performance, the investors in or beneficial owners of these investment funds would need to recover cumulative losses before the Company can earn investment income at the end of the performance period with respect to the investments of those who previously suffered losses. With respect to our hedge fund products, incentive income, is, in most cases, subject to "high-water marks" whereby incentive income is earned by the Company only to the extent that the net asset value of an investment advisory product at the end of a measurement period exceeds the highest net asset value as of the end of a preceding measurement period for which the Company earned incentive income. The Company recognizes incentive income charged to the Company's hedge funds based on the net profits of the hedge funds. For a majority of the hedge funds, the incentive fee crystallizes annually when the high-water mark for such hedge funds is reset, which delays recognition of the incentive fee until year end. As a result, negative performance could adversely affect the Company’s incentive and investment income from both its private equity and hedge fund products.

The Company's ability to increase revenues and improve profitability will depend on increasing assets under management in existing investment strategies and developing and marketing new investment products and strategies, including identifying and hiring or affiliating with new investment teams.

The Company's investment management business generates management and incentive fee income based on its assets under management. If the Company is unable to increase its assets under management in its existing products it may be difficult to increase its revenues. The Company may launch new investment management products and hire or affiliate with new investment teams focusing on new investment strategies. If these products or strategies are not successful, or if the Company is unable to hire or affiliate with new investment teams, or successfully manage its relationships with its affiliated investment teams, the Company's profitability could be adversely affected.

Certain of the Company's investment funds may invest in relatively high-risk, illiquid assets, and the Company may fail to realize any profits from these activities for a considerable period of time or lose some or all of the principal amounts of these investments.

Certain of the Company's investment funds invest a significant portion of their assets in securities that are not publicly traded. In many cases, they may be prohibited by contract or by applicable securities laws from selling such securities for a period of time or there may not be a public market for such securities. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in market prices during the disposition period. Accordingly, under certain conditions, the Company's investment funds may be forced to either sell securities at lower prices than they had expected to realize or defer, potentially for a considerable period of time, sales that they had planned to make. Investing in these types of investments can involve a high degree of risk, and the Company's investment funds may lose some or all of the principal amount of such investments, including our own invested capital.

The due diligence process that the Company's investment management business undertakes in connection with investments by the Company's investment funds is inherently limited and may not reveal all facts that may be relevant in connection with making an investment.

Before making investments, particularly investments in securities that are not publicly traded, the Company endeavors to conduct a due diligence review of such investment that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company is often required to evaluate critical and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment bankers and financial analysts may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company is limited to the resources available, including information provided by the target of the investment and, in some circumstances, third party investigations. The due diligence investigation that the Company conducts with respect to any investment opportunity

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~~business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment bankers and financial analysts~~ may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company is limited to the resources available, including information provided by the target of the investment and, in some circumstances, third party investigations. The due diligence investigation that the Company conducts with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful, which may adversely affect the performance of the Company's investment funds and the Company's ability to generate returns on its own invested capital from any such investment.

Investors and beneficial owners in the Company's hedge funds can generally redeem investments with prior notice. The rate of redemptions could accelerate at any time. Historically, redemptions have created difficulties in managing the liquidity of certain of the Company's hedge funds, reduced assets under management and adversely affected the Company's revenues, and may do so in the future.

Investors and beneficial owners in the Company's hedge funds may generally redeem their investments with prior notice, subject to certain initial holding periods. Investors may reduce the aggregate amount of their investments, or transfer their investments to other hedge funds or asset managers with different fee rate arrangements, for any number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. Furthermore, investors in the Company's hedge funds may be investors in products managed by other asset managers where redemptions have been restricted or suspended. Such investors may redeem capital from Company's hedge funds, even if the Company's hedge funds' performance is superior, due to an inability to redeem capital from other managers. Increased volatility in global markets could accelerate the pace of redemptions. Redemptions of investments in the Company's hedge funds could also take place more quickly than assets may be sold by those hedge funds to meet the price of such redemptions, which could result in the relevant hedge funds and/or the Company being in breach of applicable legal, regulatory and contractual requirements in relation to such redemptions, resulting in possible regulatory and investor actions against the Company and/or the Company's hedge funds. If the Company's hedge funds underperform, existing investors may decide to reduce or redeem their investments or transfer asset management responsibility to other asset managers and the Company may be unable to obtain new investment management business. Any such action could potentially cause further redemptions and/or make it more difficult to attract new investors.

The redemption of investments in the Company's hedge funds could also adversely affect the revenues of the Company's investment management business, which are substantially dependent upon its assets under management. If redemptions of investments cause revenues to decline, they would likely have a material adverse effect on our business, results of operations or financial condition. If market conditions, negative performance or other factors cause an increased level of redemption activity returns, it could become more difficult to manage the liquidity requirements of the Company's hedge funds, making it more difficult or more costly for the Company's hedge funds to liquidate positions rapidly to meet redemption requests or otherwise. This in turn may negatively impact the Company's returns on its own invested capital.

In addition to the impact on the market value of assets under management, illiquidity and volatility of the global financial markets could negatively affect the ability of the Company's investment management business to manage inflows and outflows from the Company's hedge funds. A number of asset management firms, including the Company's investment management business, have in the past exercised, and may in the future exercise, their rights to limit, and in some cases, suspend, redemptions from the investment management products they advise. The Company's investment management business has also negotiated, and may in the future negotiate, with investors or exercise such rights in an attempt to limit redemptions or create a variety of other investor structures to bring assets and liquidity requirements into a more manageable balance. To the extent that the Company's investment management business has negotiated with investors to limit redemptions, it may be likely that such investors will continue to seek further redemptions in the future. Such actions may have an adverse effect on the ability of the Company's hedge funds to attract new capital or to develop new investment platforms. Poor performance relative to other asset management firms may result in reduced investments in the Company's hedge funds and increased redemptions. As a result, investment underperformance would likely have a material adverse effect on the Company's results of operations and financial condition.

Investments made by investment funds, including the investments of the Company's own capital in the Company's investment funds, are subject to other additional risks.

Investments by the Company's investment funds are subject to certain risks that may result in losses. Decreases to assets under management as a result of investment losses or client redemptions may have a material adverse effect on the Company's revenues, net income and cash flows and could harm our ability to maintain or grow assets under management in existing investment funds or raise additional funds in the future. Additional risks include the following:

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•Generally, there are few limitations on investment funds' strategies, which are often subject to the sole discretion of the management company or the general partner of such funds.

•Investment funds may engage in short selling, which is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security sold short may appreciate before the short position is closed out. An investment fund may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found or if the investment fund is otherwise unable to borrow securities that are necessary to hedge its positions. Furthermore, the SEC and other regulatory authorities outside the United States have imposed reporting requirements on short selling, which in certain circumstances may impair an investment fund's ability to use short selling effectively.

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fund may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found or if the investment fund is otherwise unable to borrow securities that are necessary to hedge its positions. Furthermore, the SEC and other regulatory authorities outside the United States have imposed reporting requirements on short selling, which in certain circumstances may impair an investment fund's ability to use short selling effectively.

•The efficacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market position through a combination of financial instruments. An investment fund's trading orders may not be executed in a timely and efficient manner due to various circumstances, including systems failures or human error. In such event, the investment fund might only be able to acquire some but not all of the components of the position, or if the overall position were in need of adjustment, the investment fund might not be able to make such an adjustment. As a result, an investment fund would not be able to achieve the market position selected by the management company or general partner of such fund, and might incur a loss in liquidating its position.

•Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their respective liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This "systemic risk" may adversely affect the financial intermediaries (such as clearing agencies, clearing houses, banks, securities firms, other counterparties and exchanges) with which the investment funds interact on a daily basis.

•Investment funds are subject to risks due to the potential illiquidity of assets. Investment funds may make investments or hold trading positions in markets that are volatile and which may become illiquid. The timely sale of trading positions can be impaired by decreased trading volume, increased price volatility, concentrated trading positions, limitations on the ability to transfer positions in highly specialized or structured transactions to which they may be a party, and changes in industry and government regulations. It may be impossible or highly costly for investment funds to liquidate positions rapidly to meet margin calls, redemption requests or otherwise, particularly if there are other market participants seeking to dispose of similar assets at the same time, if the relevant market is otherwise moving against a position or in the event of trading halts or daily price movement limitations on the market. In addition, increased levels of redemptions may result in increased illiquidity as more liquid assets are sold to fund redemptions.

•Investment fund assets are subject to risks relating to investments in commodities, futures, options and other derivatives, the prices of which are highly volatile and may be subject to the theoretically unlimited risk of loss in certain circumstances. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, investment funds' assets are subject to the risk of the failure of any of the exchanges on which their positions trade.

•Investment fund assets that are not denominated in the U.S. dollar are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Officials in foreign countries may, from time to time, take actions in respect of their currencies that could significantly affect the value of an investment fund's assets denominated in those currencies or the liquidity of such investments. For example, a foreign government may unilaterally devalue its currency against other currencies, which would typically have the effect of reducing the U.S. dollar value of investments denominated in that currency. A foreign government may also limit the convertibility or repatriation of its currency or assets denominated in that currency. While the Company generally expects to hedge its exposure to currencies other than the U.S. dollar, and may do so through foreign currency futures contracts and options thereon, forward foreign currency exchange contracts, swaps or any combination thereof, but there can be no assurance that such hedging strategies will be implemented, or if implemented, will be effective. While an investment fund may enter into currency hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance than if it had not engaged in such hedging transactions. For a variety of reasons, the Company may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Company from achieving the intended hedge or expose an investment fund to risk of loss.

18•Investment funds are also subject to the risk that war, terrorism, and related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on the U.S. and world economies and markets generally,

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•Investment funds are also subject to the risk that war, terrorism, and related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on the U.S. and world economies and markets generally, as well as adverse effects on issuers of securities and the value of investments. War, terrorism, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and non-U.S. economies and markets generally. Those events, as well as other changes in U.S. and non-U.S. economic and political conditions, also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of the investment fund's assets.

If the Company's investment fund's counterparty for any of its derivative or non-derivative contracts defaults on the performance of those contracts, the Company may not be able to cover its exposure under the relevant contract.

The Company's investment funds enter into numerous types of financing arrangements with a wide array of counterparties around the world, including loans, hedge contracts, swaps, repurchase agreements and other derivative and non-derivative contracts. The terms of these contracts are generally complex and often customized and generally are not subject to regulatory oversight. The Company is subject to the risk that the counterparty to one or more of these contracts may default, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur at any time without notice. Additionally, the Company may not be able to take action to cover its exposure if a counterparty defaults under such a contract, either because of a lack of the contractual ability or because market conditions make it difficult to take effective action. The impact of market stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, the Company may not take sufficient action to reduce its risks effectively.

Counterparty risk is accentuated where the investment management product has concentrated its transactions with a single or small group of counterparties. Generally, investment funds are not restricted from concentrating any or all of their transactions with one counterparty. Moreover, the Company's internal review of the creditworthiness of their counterparties may prove inaccurate. The absence of a regulated market to facilitate settlement and the evaluation of creditworthiness may increase the potential for losses.

In addition, these financing arrangements often contain provisions that give counterparties the ability to terminate the arrangements if any of a number of defaults occurs with respect to the Company's investment funds, including declines in performance or assets under management and losses of key management personnel, each of which may be beyond our control. In the event of any such termination, the Company's investment funds may not be able to enter into alternative arrangements with other counterparties and our business may be materially adversely affected.

The Company may suffer losses in connection with the insolvency of prime brokers, custodians, administrators and other agents whose services the Company uses and who may hold assets of the Company's investment funds.

Most of the Company's investment funds use the services of prime brokers, custodians, administrators or other agents to carry out certain securities transactions and to conduct certain business of the Company's investment funds. In the event of the insolvency of a prime broker and/or custodian, the Company's investment funds might not be able to recover equivalent assets in full as they may rank among the prime broker's and custodian's unsecured creditors in relation to assets which the prime broker or custodian borrows, lends or otherwise uses. In addition, the Company's investment funds' cash held with a prime broker or custodian (if any) may not be segregated from the prime broker's or custodian's own cash, and the investment funds will therefore rank as unsecured creditors in relation thereto.

Risk management activities may materially adversely affect the return on the Company's investment funds' investments if such activities do not effectively limit exposure to decreases in investment values or if such exposure is overestimated.

When managing the Company's investment funds' exposure to market risks, the relevant investment management product may use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative financial instruments to limit its exposure to changes in the relative values of investments that may result from market developments, including changes in interest rates, currency exchange rates and asset prices. The success of such derivative transactions generally will depend on the Company's ability to accurately predict market changes in a timely fashion, the degree of correlation between price movements of a derivative instrument, the position being hedged, the creditworthiness of the counterparty and other factors. As a result, these transactions may result in poorer overall investment performance than if they had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases. A perfect correlation between the instruments used in a hedging or other derivative transaction and the position being hedged may not be attained. An imperfect correlation could give rise to a loss. Also, it may not be possible to fully or perfectly limit exposure against all changes in the value of an investment because the value of an investment is likely to fluctuate as a result of a number of factors, many of which will be beyond the Company's control or ability to hedge.

~~Our third party reinsurance business could expose us to losses.~~21

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WeOur ~~provide~~ third party reinsurance ~~coverage~~business ~~through~~could ~~our~~expose Luxembourg subsidiary, Cowen Reinsurance S.A (formerly “Hollenfels Re S.A.”) ("Cowen Re"). We have written polices relating to property and casualty, workers' compensation, general liability and construction performance bonds and may issue reinsurance policies relating to other types of insurance. Because we write reinsurance, the success of our underwriting efforts depends, in part, upon the policies, procedures and expertise of the ceding companies making the original underwriting decisions. We face the risk that these ceding companies may fail to accurately assess the risks that they assume initially, which, in turn, may lead us to inaccurately assess the risks we assume. If we fail to establish and receive appropriate premium rates or the claims we receive exceed the premiums and retrocession recoverables we are able to collect, we will suffer losses.

We provide third party reinsurance coverage through our Luxembourg subsidiary, Cowen Reinsurance S.A (formerly “Hollenfels Re S.A.”) ("Cowen Re") and through our Guernsey subsidiary, Kelvin Re Limited (“Kelvin Re”). We have written polices relating to property and casualty, workers' compensation, general liability and construction performance bonds and may issue reinsurance policies relating to other types of insurance. Because we write reinsurance, the success of our underwriting efforts depends, in part, upon the policies, procedures and expertise of the ceding companies making the original underwriting decisions. We face the risk that these ceding companies may fail to accurately assess the risks that they assume initially, which, in turn, may lead us to inaccurately assess the risks we assume. If we fail to establish and receive appropriate premium rates or the claims we receive exceed the premiums and retrocession recoverables we are able to collect, we will suffer losses.

We may be unable to purchase retrocession reinsurance and our retrocession agreements subject us to third-party credit risk.

We may enter into retrocession agreements with third parties in order to limit our exposure to losses from the reinsurance coverage provided by Cowen Re and Kelvin Re. Changes in the availability and cost of retrocession reinsurance, which are subject to market conditions that are outside of our control, may reduce to some extent our ability to use retrocession reinsurance to balance exposures across our reinsurance operations. Accordingly, we may not be able to obtain our desired amounts of retrocession reinsurance. In addition, even if we are able to obtain such reinsurance, we may not be able to negotiate terms that we deem appropriate or acceptable or obtain such reinsurance from entities with satisfactory creditworthiness. While we seek to do business with creditworthy counterparties, if the parties who provide us with retrocession are not able to meet their obligations to us or fail to make timely payments under the terms of our retrocession agreements, we could be materially and adversely affected because we may remain liable under the terms.

The Company may incur losses in the future.

The Company may incur losses in any of its future periods. Future losses may have a significant effect on the Company's liquidity as well as our ability to operate. In addition, we may incur significant expenses in connection with any expansion, strategic acquisition or investment with respect to our businesses. Specifically, we have invested, and will continue to invest in, and hire senior professionals to expand our investment banking businesses. Accordingly, the Company will need to increase its revenues at a rate greater than its expenses to achieve and maintain profitability. If the Company's revenues do not increase sufficiently, or even if its revenues increase but it is unable to manage its expenses, the Company will not achieve and maintain profitability in future periods. As an alternative to increasing its revenues, the Company may seek additional capital through the sale of additional common stock or other forms of debt or equity financing. The Company cannot be certain that it would have access to such financing on acceptable terms.

Operational Risks

We have taken steps to protect our businesses from cybersecurity attacks while our employees have been working remotely, but remote working environments may be less secure and more susceptible to cybersecurity attacks which could adversely affect our ability to securely process transactions and maintain confidential financial, personal and other information.

The Company's businesses are highly dependent on our ability to process, on a daily basis, a large number of transactions across diverse markets, and the transactions that the Company processes have become increasingly complex. As a result of the COVID-19 pandemic virtually all of our employees, including those who process our transactions, are spending a substantial amount of time working remotely. While we have implemented risk management and contingency plans and taken other precautions with respect to the COVID-19 pandemic, such measures may not adequately protect our businesses from the full impact of the COVID-19 pandemic as remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Accordingly, if our systems are breached as a result of a cybersecurity attack that takes advantage of the COVID-19 pandemic, our ability to securely process transactions and maintain confidential financial, personal and other information could be adversely affected.

In addition, the effects of the COVID-19 pandemic, including remote working arrangements for employees, may also impact our financial reporting systems and internal control over financial reporting, disclosure controls and procedures, however, to date, these arrangements have not materially affected our ability to maintain our business operations.

Our information and technology systems are critical components of our business and operations, and a failure of those systems or other aspects of our business operations may disrupt our business, cause financial loss, increase our legal liability and constrain our growth.

Our operations rely extensively on the secure processing, storage and transmission of confidential financial, personal and other information in our computer systems and networks. Although we take protective measures and devote significant resources to maintaining and upgrading our systems and networks with measures such as intrusion and detection prevention systems, monitoring firewalls to safeguard critical business applications and supervising third party providers that have access to our systems, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that could have a security impact. Additionally, if a client's computer system, network or other

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monitoring firewalls to safeguard critical business applications and supervising third party providers that have access to our systems, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that could have a security impact. Additionally, if a client's computer system, network or other technology is compromised by unauthorized access, we may face losses or other adverse consequences by unknowingly entering into unauthorized transactions. If one or more of such events occur, this potentially could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in and transmitted through our computer systems and networks. Furthermore, such events may cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations, including the transmission and execution of unauthorized transactions. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not covered or not fully covered through our insurance. The increased use of smartphones, tablets and other mobile devices as well as cloud computing may also heighten these and other operational risks. Similar to other firms, we and our third party providers continue to be the subject of attempted unauthorized access, computer viruses and malware, and cyber attacks designed to disrupt or degrade service or cause other damage and denial of service. Additional challenges are posed by external parties, including foreign state actors. There can be no assurance that such unauthorized access or cyber incidents will not occur in the future, and they could occur more frequently and on a larger scale. We are also subject to laws and regulations relating to the privacy and security of the information of our clients, employees or others, and any failure to comply with these regulations could expose us to liability and/or reputational damage.

Operational risks relating to the failure of data processing systems and other information systems and technology or other infrastructure may disrupt the Company's business and result in losses or limit our operations and growth in the industry.

The Company's business is highly dependent on its ability to process, on a daily basis, a large number of transactions across diverse markets, and the transactions that the Company processes have become increasingly complex. The inability of the Company's systems to accommodate an increasing volume of transactions could also constrain the Company's ability to expand its business. If any of these systems do not operate properly or are disabled, or if there are other shortcomings or failures in the Company's internal processes, people or systems, the Company could suffer impairments, financial loss, a disruption of its business, liability to clients, regulatory intervention or reputational damage.

The Company has outsourced certain aspects of its technology infrastructure including data centers and wide area networks, as well as some trading applications. The Company is dependent on its technology providers to manage and monitor those functions. A disruption of any of the outsourced services would be out of the Company's control and could negatively impact our business. The Company has experienced disruptions on occasion, none of which has been material to the Company's operations and results. However, there can be no guarantee that future material disruptions with these providers will not occur.

The Company also faces the risk of operational failure of or termination of relations with any of the clearing agents, exchanges, clearing houses or other financial intermediaries that the Company uses to facilitate its securities transactions. Any such failure or termination could adversely affect the Company's ability to effect transactions and to manage its exposure to risk.

In addition, the Company's ability to conduct its business may be adversely impacted by a disruption in the infrastructure that supports Company and the communities in which we are located. This may affect, among other things, the Company's financial, accounting or other data processing systems. This may include a disruption involving electrical, communications, transportation or other services used by us or third parties with which the Company conducts business, whether due to fire, other natural disaster, power or communications failure, act of terrorism or war or otherwise. Nearly all of our employees in our primary locations in New York, Boston, San Francisco and London work in close proximity to each other. Although the Company has a formal disaster recovery plan in place, if a disruption occurs in one location and our employees in that location are unable to communicate with or travel to other locations, the Company's ability to service and interact with its clients may suffer, and the Company may not be able to implement successfully contingency plans that depend on communication or travel.

Our business also relies on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. The Company's computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could have a security impact. If one or more of such events occur, this could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, the Company's computer systems and networks, or otherwise cause interruptions or malfunctions in our business', its clients', its counterparties' or third parties' operations. The Company may be required to expend significant additional resources to modify its protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications, and the Company may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by the Company.

Any cyber attack or other security breach of or vulnerability in our technology systems, or those of our clients or other third party vendors we rely on, could have operational impacts, subject us to significant liability and harm our reputation.

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Our operations rely heavily on the secure processing, storage and transmission of sensitive and confidential financial, personal and other information in our computer systems and networks. There have been several highly publicized cases involving financial services companies reporting the unauthorized disclosure of client or other confidential information in recent years, as well as cyber attacks involving theft, dissemination and destruction of corporate information or other assets, in some cases as a result of failure to follow procedures by employees or contractors or as a result of actions by third parties. Like other financial services firms, we have been the target of attempted cyber attacks. Cyber attacks can originate from a variety of sources, including third parties affiliated with foreign governments, organized crime or terrorist organizations and malicious individuals both outside and inside a targeted ~~comapny~~company. Malicious actors may also attempt to compromise or induce our employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent. Although cybersecurity incidents among financial services firms are on the rise, we are not aware of any material losses relating to cyber attacks or other information security breaches. However, the techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched. Although we monitor the changing cybersecurity risk environment and seek to maintain a robust suite of authentication and layered information security controls, these controls could fail to detect, mitigate or remediate these risks in a timely manner. Despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to human error, natural disasters, power loss, spam attacks, unauthorized access, distributed denial of service attacks, ransomware, computer viruses and other malicious code, and other events that could damage to our reputation, and have an ongoing impact on the security and stability of our operations and expose us to class action lawsuits and regulatory investigation, action and penalties and significant liability.

We also rely on numerous third-party service providers to conduct other aspects of our business operations, and we face similar risks relating to them. While we regularly conduct security assessments on these third-party vendors, we cannot be certain that their information security protocols are sufficient to withstand a cyber attack or other security breach. In addition, in order to access our products and services, our customers may use computers and other devices that are beyond our security control systems and processes.

Notwithstanding the precautions we take, if a cyber attack or other information security breach were to occur, this could jeopardize the information we confidentially maintain, or otherwise cause interruptions in our operations or those of our clients and counterparties, exposing us to liability. As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our protective measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks to our customers. Though we have insurance against some cyber risks and attacks, we may be subject to litigation and financial losses that exceed our policy limits or are not covered under any of our current insurance policies. A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Additionally, the SEC issued guidance in February 2018 stating that, as a public company, we are expected to have controls and procedures that relate to cybersecurity disclosure, and are required to disclose information relating to certain cyber attacks or other information security breaches in disclosures required to be made under the federal securities laws. Further, successful cyber attacks at other large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general, which could result in a loss of business.

Further, in light of the high volume of transactions we process, the large number of our clients, partners and counterparties, and the increasing sophistication of malicious actors, a cyber attack could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber attack would take substantial amounts of time and resources, and that there may be extensive delays before we obtain full and reliable information. During such time we would not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered. All of which would further increase the costs and consequences of such an attack.

We may also be subject to liability under various data protection laws including, the GDPR and the CCPA. We are subject to numerous laws and regulations designed to protect personal information. These laws and regulations are increasing in complexity and number. If any person, including any of our associates, vendors or other service providers, negligently disregards or intentionally breaches our established controls with respect to sensitive or confidential client, employee or other data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client, employee or other data, whether through system failure, vendor fault, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients and related revenue. Potential liability in the event of a security breach of sensitive or confidential data could be significant. Depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages.

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Liquidity Risks

The soundness of other financial institutions may adversely affect Cowen.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. Cowen has exposure to many different industries and counterparties and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and institutional clients. Many of these transactions expose Cowen to credit risk in the event of a default by a counterparty or client. In the past, defaults by, or even speculation about, one or more financial services institutions or the financial services industry generally during moments of economic crisis have led to market-wide liquidity problems. The economic volatility resulting from the current COVID-19 pandemic could, as similar events in the past have, result in similar defaults and, as a result, impair the confidence of our counterparties and ultimately affect our ability to effect transactions. In addition, Cowen’s credit risk may be exacerbated when the collateral held by Cowen cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit exposure due to Cowen. Any such losses could have an adverse effect on Cowen’s financial condition and results of operations.

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transactions expose Cowen to credit risk in the event of a default by a counterparty or client. In the past, defaults by, or even speculation about, one or more financial services institutions or the financial services industry generally during moments of economic crisis have led to market-wide liquidity problems. The economic volatility resulting from the current COVID-19 pandemic could, as similar events in the past have, result in similar defaults and, as a result, impair the confidence of our counterparties and ultimately affect our ability to effect transactions. In addition, Cowen’s credit risk may be exacerbated when the collateral held by Cowen cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit exposure due to Cowen. Any such losses could have an adverse effect on Cowen’s financial condition and results of operations.

Higher volumes and price volatility in the markets due to COVID-19 and other factors could lead to higher cash requirements relating to our clearing activities, which could adversely affect our liquidity position.

Since the COVID-19 pandemic began, the capital markets have experienced a higher level of stress due to the global COVID-19 pandemic. Higher volumes and price volatility have led to increased margin requirements at clearing corporations and exchanges, along with increased levels of fails due to operational friction in the financial system. Certain of these higher cash requirements have required us, and may continue to require us, to use more liquidity relating to our clearing activities and our overall liquidity could, in the future, be adversely affected as a result.

Limitations on access to capital by the Company and its subsidiaries could impair its liquidity and its ability to conduct its businesses.

Liquidity, or ready access to funds, is essential to the operations of financial services firms. Failures of financial institutions have often been attributable in large part to insufficient liquidity. Liquidity is of particular importance to our trading business and clearing activities and perceived liquidity issues may affect the willingness of the Company's clients and counterparties to engage in brokerage transactions with us. Our liquidity could be impaired due to circumstances that the Company may be unable to control, such as a general market disruption or an operational problem that affects the Company, its trading clients or third parties. Furthermore, the Company's ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.

The Company primarily depends on its subsidiaries to fund its operations. Cowen and Company, ATM Execution, CFP and Westminster are subject to the net capital requirements of the SEC and various self-regulatory organizations of which they are members. These requirements typically specify the minimum level of net capital a broker-dealer must maintain and also mandate that a significant part of its assets be kept in relatively liquid form. Cowen International Ltd, and Cowen Execution Ltd. are also subject to capital requirements in the U.K. by the FCA. Any failure to comply with these capital requirements could impair the Company's ability to conduct its investment banking businesses.

We are a holding company and rely upon our subsidiaries for cash flow to make payments of principal and interest on our outstanding indebtedness.

We are a holding company with no business operations or assets other than the capital stock of our direct and indirect subsidiaries. Consequently, we are dependent on dividends, distributions, loans and other payments from these subsidiaries to make payments of principal and interest on all of our indebtedness including our senior notes due 2024 (the "2024 Notes") and our senior notes due 2033 (the "2033 Notes") and together with the 2024 Notes, (the "Notes") and under our term loan B (“Term Loan”) under our Credit Agreement. The ability of our subsidiaries to pay dividends and make other payments to us will depend on their cash flows and earnings, which, in turn, will be affected by all of the factors discussed in this annual report. The ability of our direct and indirect subsidiaries to pay dividends and make distributions to us may be restricted by, among other things, applicable laws and regulations and by the terms of any debt agreements or other agreements into which they enter. If we are unable to obtain funds from our direct and indirect subsidiaries as a result of restrictions under their debt or other agreements, applicable laws and regulations or otherwise, we may not be able to pay cash interest or principal on the Notes or Term Loan when due.

Servicing our debt and funding our necessary capital expenditures requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt or to fund our necessary capital expenditures.

Our ability to make scheduled payments of the principal and to pay interest on or to refinance our indebtedness, including the Notes and Term Loan depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.25

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Furthermore, to the extent that businesses are unable to generate cash flows sufficient to fund necessary capital expenditures during the COVID-19 pandemic, we may be required to seek additional capital through issuances of debt or equity securities; however, we may be unable to complete any such transactions on favorable terms to us, or at all.

Despite our current consolidated debt levels, we may incur substantially more debt or take other actions which would intensify the risks discussed above.

We may be able to incur substantially more debt in the future, including secured debt. Although the Notes and the Credit Agreement contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, including with respect to our ability to incur additional senior secured debt, securing existing or future debt or recapitalizing our debt. The additional debt we may incur in compliance with these restrictions could be substantial. Additionally, we have the option to raise incremental term loans or increase commitments under the Credit Agreement by certain amounts pursuant to the terms thereof. Any such increases would be secured debt. These actions that could diminish our ability to make payments on the Term Loan or the Notes, or to make repayments of any revolving borrowings under our Credit Agreement.

The terms of the credit agreement governing our revolving credit facility and term loan may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

We are party to a credit agreement (the "Credit Agreement") pursuant to which the lenders party thereto made available to us an initial term loan B in an aggregate principal amount of $300 million (the “Initial Term Loan”), an incremental term loan B in an aggregate principal amount of $150 million, fungible with the Initial Term Loan (the “Incremental Term Loan” and, together with the Initial Term Loan, the “Term Loan”) and a revolving credit facility with aggregate commitments of $25 million (with a $5 million sub-limit for the issuance of letters of credit) . As of December 31, ~~2021~~2022, the revolving credit facility was unfunded and $450 million was drawn under the Term Loan. The terms of the Credit Agreement contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our restricted subsidiaries and may limit our ability to engage in actions that may be in our long-term best interest. The restrictive covenants include (subject to customary exceptions, thresholds, qualifications and “baskets”) restrictions on our ability to:

• incur additional indebtedness and guarantee indebtedness;

• pay dividends or make other distributions or repurchase or redeem capital stock;

• prepay, redeem or repurchase certain indebtedness;

• issue certain preferred stock or similar equity securities;

• make loans and investments;

• dispose of assets;

• incur liens;

• enter into transactions with affiliates;

• alter the businesses we conduct;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• engage in sale and leaseback transactions; and

• consolidate, merge or sell all or substantially all of our assets.

The restrictive covenants in the Credit Agreement also require us to comply with a financial maintenance covenant, consisting of a maximum total net leverage ratio of no greater than 3.35 to 1.00, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed 35.0% of the commitments thereunder (excluding certain letters of credit).

In addition, our obligations under the Credit Agreement are guaranteed by certain of our wholly-owned domestic subsidiaries (excluding our broker-dealer subsidiaries) (the “Guarantors”) and secured by substantially all of our and our Guarantors’ assets, subject in each case to certain customary exceptions.

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A breach of the covenants or restrictions under the Credit Agreement could result in an event of default. An event of default would allow the lenders to accelerate the indebtedness under the Credit Agreement, and could result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, an event of default would permit the lenders under our revolving credit facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our Credit Agreement, those lenders could proceed against the collateral granted them to secure that indebtedness. In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

• limited in how we conduct our business;

• unable to raise additional debt or equity financing to operate during general economic or business downturns; and

• unable to compete effectively or to take advantage of new business opportunities.

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In addition, our Term Loan and new revolving credit facility have a variable rate of interest, which increases our exposure to interest rate fluctuations, to the extent we elect not to hedge such exposures.

Any substantial and sustained downturn in our operations due to the COVID-19 pandemic or other factors may cause us to be in breach of our debt covenants which would limit our ability to incur additional indebtedness.

The instruments governing our existing indebtedness, including the Credit Agreement, require us to comply with certain restrictive covenants and any substantial and sustained downturn in our operations due to the COVID-19 pandemic or other factors may cause us to be in breach of such covenants. If we breach these covenants our ability to incur additional indebtedness would be limited. In addition, to the extent we borrow under our $25 million revolving credit facility a breach of the maintenance covenants under that facility could constitute an event of default and cause our outstanding indebtedness under the revolving credit facility to be declared immediately due and payable. If applicable, such acceleration of our outstanding indebtedness could cause our secured lenders to foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. Any inability to obtain additional liquidity as and when needed, or to maintain compliance with the instruments governing our indebtedness, would have a material adverse effect on our financial condition and results of operations.

In addition, the current uncertain condition of the capital markets and their actual or perceived effects on our business, financial condition and results of operations, along with the current unfavorable economic environment in the United States and much of the world resulting from the COVID-19 pandemic, may increase the likelihood that one or more of the major independent credit agencies would downgrade our credit ratings, which could have a negative effect on our access to capital and the cost of any future debt financing. In addition, the terms of future debt agreements could include more restrictive covenants or require incremental collateral, which may further restrict our business operations.

We will be required to use a significant amount of cash to redeem our Series A Cumulative Perpetual Convertible Preferred Stock, which could adversely affect our liquidity position and could make it more difficult for us to elect to redeem these securities.

We have irrevocably elected to cash settle $1,000 of our obligation in respect of the redemption of any share of our 5.625% Series A Cumulative Perpetual Convertible Preferred Stock. As a result, the redemption of the Series A Cumulative Perpetual Convertible Preferred Stock would require us to use a significant amount of cash, which could adversely affect our liquidity position and could make it more difficult for us to elect to redeem these securities.

Litigation and Regulatory Risk

The Company's subsidiaries may become subject to additional regulations which could increase the costs and burdens of compliance or impose additional restrictions which could have a material adverse effect on the Company's businesses and the performance of the Company's investment funds.

Market disruptions like those experienced in 2008 have led to an increase in governmental as well as regulatory scrutiny from a variety of regulators, including the SEC, CFTC, FINRA, NFA, U.S. Treasury, the NYSE and state attorneys general. Penalties and fines sought by regulatory authorities have increased substantially over the last several years. In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the regulation of the financial services industry. The Company may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. The Company also may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. The Company could be fined, prohibited from engaging in some of its business activities or subjected to limitations or conditions on its business activities. In addition, the Company could incur significant expense associated with compliance with any such legislation or regulations or the regulatory and enforcement environment generally. Substantial legal liability or significant regulatory action against the Company could have a material adverse effect on the financial condition and results of operations of the Company or cause significant reputational harm to the Company, which could seriously affect its business prospects.

The activities of certain of the Company's subsidiaries and affiliates are regulated primarily within the U.S. by the SEC, FINRA, the NFA, the CFTC and other self-regulatory organizations, as well as various state agencies, and are also subject to regulation by other agencies in the various jurisdictions in which they operate and are offered, including the FCA, the European Securities and Markets Authority, or ESMA, and the SFC of Hong Kong. Certain legislation proposing greater regulation of the industry is regularly considered by the U.S. Congress - as well as by the governing bodies of non-U.S. jurisdictions - and from time to time adopted as in the case of the Dodd-Frank Act in the U.S. and MiFID II in the EU.27

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~~reporting~~have ~~requirements~~a onmaterial ~~short~~adverse ~~selling,~~effect ~~which~~on ~~have impacted certain of~~ the ~~investment~~financial ~~strategies~~condition ~~implemented~~and onresults ~~behalf~~of operations of the ~~investment~~Company ~~funds~~or itcause ~~manages,~~significant ~~and~~reputational ~~continued~~harm ~~restrictions~~to onthe orCompany, ~~further~~which ~~regulations of short sales~~ could ~~also~~seriously ~~negatively~~affect ~~impact~~its ~~their~~business ~~performance~~prospects.

The investment advisers responsible for the Company's investment management business are all registered as investment advisers with the SEC or rely upon the registration of an affiliated adviser. Certain investment advisors and/or the investment funds they advise are also subject to regulation by various regulatory authorities outside the U.S., including the U.K. FCA and the ESMA and may indirectly be subject to MiFID II regulations. Moreover, certain non-U.S. regulatory bodies have imposed reporting requirements on short selling, which have impacted certain of the investment strategies implemented on behalf of the investment funds it manages, and continued restrictions on or further regulations of short sales could also negatively impact their performance.

These and other regulators in these jurisdictions have broad regulatory powers dealing with all aspects of financial services including, among other things, the authority to make inquiries of companies regarding compliance with applicable regulations, to grant permits and to regulate marketing and sales practices and the maintenance of adequate financial resources as well as significant reporting obligations to regulatory authorities. Under the EU Alternative Investment Fund Managers Directive, the Company will only be permitted to actively market its investment funds in the EU if certain disclosure and reporting obligations are met, and certain cooperation arrangements with the domicile of the investment vehicle are in place. As such, the Company may need to modify its strategies or operations, face increased constraints on its investment management business or incur additional costs in order to satisfy new regulatory requirements or to compete in a changed business environment. It is difficult to predict the impact of such legislative initiatives on the Company and the markets in which it operates and/or invests.

It is difficult to predict what other changes may be instituted in the future in the regulation of the Company or the markets in which they invest, or the counterparties with which it does business, in addition to those changes already proposed or adopted in the U.S. or other countries. Any such regulation could have a material adverse effect on the profit potential of the Company's operations.

Financial services firms are subject to numerous perceived or actual conflicts of interest, which have drawn and which we expect will continue to draw scrutiny from the SEC, other federal and state regulators, and self-regulatory organizations. For example, the research areas of investment banks have been and remain the subject of heightened regulatory scrutiny, which has led to increased restrictions on the interaction between equity research analysts and investment banking personnel at securities firms. Regulations have also been focusing on potential conflicts of interest or issues relating to impermissible disclosure of material nonpublic information. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if it fails to do so. Such policies and procedures to address or limit actual or perceived conflicts may also result in increased costs, additional operational personnel and increased regulatory risk. Failure to adhere to these policies and procedures may result in regulatory sanctions or client litigation.

We are also subject to laws and regulations, such as the GDPR, the CCPA and the GLBA, relating to the privacy of the information of clients, employees or others, and any failure to comply with these laws and regulations could expose us to liability and/or reputational damage. As new privacy-related laws and regulations are implemented and as the interpretation and enforcement of existing requirements evolves, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance and reporting obligations in the case of data breaches, may significantly increase.

The Company is subject to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm which, in turn, could materially adversely affect its business, results of operations and financial condition.

The Company depends to a large extent on its reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with the Company's services, it may be relatively more damaging to the Company than to other businesses. Moreover, the Company's role as advisor to clients on underwriting or merger and acquisition transactions involves complex analysis and the exercise of professional judgment, including rendering "fairness opinions" in connection with mergers and other transactions. Such activities may subject the Company to the risk of significant legal liabilities, not covered by insurance, to clients and aggrieved third parties, including stockholders of clients who could commence litigation against the Company. Moreover, many of the clients within the Company’s sectors tend to have higher risk profiles than more established companies, particularly healthcare and cannabis companies. Cowen currently is, and may in the future be, named as a defendant in securities-class action lawsuits alleging violations of the securities laws. Although the Company's investment banking engagements typically include broad indemnities from its clients and provisions to limit exposure to legal claims relating to such services, these provisions may not protect the Company, may not be enforceable, or may be with foreign companies requiring enforcement in foreign jurisdictions which may raise the costs and decrease the likelihood of enforcement. As a result, the Company may incur significant legal and other expenses in defending against litigation and may be required to pay substantial damages for settlements and/or adverse judgments. In addition, Cowen Prime Advisors, a registered investment advisor, provides advice to retail investors and retains discretion over some retail investment accounts. The Company could be exposed to potential litigation and liability if any of these clients are not satisfied with the investment advisory services being provided. Substantial legal liability or significant regulatory action against the Company could have a material adverse effect on our results of operations or cause significant reputational harm, which could seriously harm our business and prospects.

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~~addition,~~defendant ~~the~~in ~~Company~~securities-class ~~faces~~action ~~the~~lawsuits ~~risk~~alleging violations of ~~litigation~~the ~~from~~securities ~~investors~~laws. Although ~~and~~the ~~beneficial~~Company's ~~owners of any of its~~ investment ~~funds~~banking ifengagements ~~applicable~~typically ~~restrictions~~include ~~are~~broad ~~violated. In~~indemnities ~~addition,~~from ~~the~~its ~~Company~~clients isand ~~exposed~~provisions to ~~risks~~limit ofexposure ~~litigation~~to orlegal ~~investigation~~claims relating to ~~transactions~~such ~~that~~services, ~~presented~~these ~~conflicts~~provisions ofmay ~~interest that were~~ not ~~properly~~protect ~~addressed. In~~ the ~~majority~~Company, ofmay ~~such~~not ~~actions~~be ~~the~~enforceable, ~~Company~~or ~~would~~may be ~~obligated~~with toforeign ~~bear~~companies ~~legal,~~requiring ~~settlement~~enforcement ~~and~~in ~~other~~foreign ~~costs,~~jurisdictions which may beraise inthe ~~excess~~costs ofand ~~any~~decrease ~~available~~the ~~insurance~~likelihood ~~coverage~~of enforcement. InAs ~~addition~~a result, ~~although~~ the Company ismay ~~contractually~~incur ~~entitled~~significant tolegal ~~indemnification~~and ~~from~~other ~~its~~expenses ~~investment~~in ~~funds,~~defending ~~our~~against ~~rights~~litigation toand ~~indemnification~~ may be ~~challenged. If the Company is~~ required to ~~incur~~pay ~~all~~substantial ordamages afor ~~portion~~settlements ~~of the costs arising out of litigation~~ and/or ~~investigations~~adverse asjudgments. aIn ~~result~~addition, ofCowen ~~inadequate~~Prime ~~insurance proceeds~~Advisors, ifa ~~any,~~registered orinvestment ~~is not wholly indemnified~~advisor, ~~our~~provides ~~business,~~advice ~~results~~to ofretail ~~operations~~investors and ~~financial~~retains ~~condition~~discretion ~~could~~over besome ~~materially~~retail ~~adversely~~investment ~~affected~~accounts. The ~~In its investment management business, the~~ Company iscould be exposed to ~~the~~potential ~~risk~~litigation ofand ~~litigation~~liability if anany ~~investment~~of ~~fund~~these ~~suffers~~clients ~~catastrophic~~are ~~losses~~not ~~due~~satisfied towith the ~~failure~~investment ofadvisory aservices ~~particular~~being ~~investment~~provided. ~~strategy~~Substantial orlegal ~~due~~liability toor ~~the~~significant ~~trading~~regulatory ~~activity~~action ofagainst anthe ~~employee~~Company ~~who~~could ~~has~~have ~~violated~~a ~~market~~material ~~rules~~adverse oreffect ~~regulations.~~on ~~Any~~our ~~litigation~~results ~~arising~~of inoperations ~~such~~or ~~circumstances~~cause issignificant ~~likely~~reputational ~~to be protracted~~harm, ~~expensive and surrounded by circumstances~~ which ~~are~~could ~~materially~~seriously ~~damaging~~harm toour ~~the~~business ~~Company's reputation~~ and ~~businesses~~prospects.

In general, the Company is exposed to risk of litigation by investors in its investment management business if the management of any of its investment funds is alleged to have been grossly negligent or fraudulent. Investors or beneficial owners of investment funds could sue to recover amounts lost due to any alleged misconduct, up to the entire amount of the loss. In addition, the Company faces the risk of litigation from investors and beneficial owners of any of its investment funds if applicable restrictions are violated. In addition, the Company is exposed to risks of litigation or investigation relating to transactions that presented conflicts of interest that were not properly addressed. In the majority of such actions the Company would be obligated to bear legal, settlement and other costs, which may be in excess of any available insurance coverage. In addition, although the Company is contractually entitled to indemnification from its investment funds, our rights to indemnification may be challenged. If the Company is required to incur all or a portion of the costs arising out of litigation or investigations as a result of inadequate insurance proceeds, if any, or is not wholly indemnified, our business, results of operations and financial condition could be materially adversely affected. In its investment management business, the Company is exposed to the risk of litigation if an investment fund suffers catastrophic losses due to the failure of a particular investment strategy or due to the trading activity of an employee who has violated market rules or regulations. Any litigation arising in such circumstances is likely to be protracted, expensive and surrounded by circumstances which are materially damaging to the Company's reputation and businesses.

The potential for conflicts of interest within the Company, and a failure to appropriately identify and deal with conflicts of interest could adversely affect our businesses.

Due to the combination of our investment management and investment banking businesses, we face an increased potential for conflicts of interest, including situations where our services to a particular client or investor or our own interests in our investments conflict with the interests of another client. Such conflicts may also arise if our investment banking businesses have access to material non-public information that may not be shared with our investment management business or vice versa. Additionally, our regulators have the ability to scrutinize our activities for potential conflicts of interest, including through detailed examinations of specific transactions.

Appropriately identifying and dealing with conflicts of interest is complex and difficult, and the willingness of clients to enter into transactions or engagements in which such a conflict might arise may be affected if we fail to identify and appropriately address potential conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or enforcement actions.

Increased regulatory focus could result in regulation that may limit the manner in which the Company and its investment management business invest, materially impacting the Company's business.

The Company's investment management business may be adversely affected if new or revised legislation or regulations are enacted, or by changes in the interpretation or enforcement of existing rules and regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets and their participants. Such changes could place limitations on the type of investor that can invest in the Company's investment funds or on the conditions under which such investors may invest. Further, such changes may limit the scope of investing activities that may be undertaken by the Company's investment funds. It is impossible to determine the extent of the impact of any new or recently enacted laws or any other regulations or initiatives that may be proposed, or whether any proposed regulations or initiatives will become law. Compliance with any new laws or regulations could be difficult and expensive and affect the manner in which the Company's investment management business conducts itself, which may adversely impact its results of operations, financial condition and prospects.

Additionally, as a result of highly publicized financial scandals, investors, regulators and the general public have exhibited concerns over the integrity of both the U.S. financial markets and the regulatory oversight of these markets. As a result, the business environment in which Company's investment management business operates is subject to heightened regulation. With respect to the Company's investment funds, in recent years, there has been debate in both U.S. and foreign governments about new rules or regulations, including increased oversight or taxation, in addition to the recently enacted legislation described above. As calls for additional regulation have increased, there may be a related increase in regulatory investigations of the trading and other investment activities of investment funds, including the Company's investment funds. Such investigations may impose additional expenses on the Company, may require the attention of senior management and may result in fines if any of the Company's investment funds are deemed to have violated any regulations.

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other investment activities of investment funds, including the Company's investment funds. Such investigations may impose additional expenses on the Company, may require the attention of senior management and may result in fines if any of the Company's investment funds are deemed to have violated any regulations.

The U.K. exit from the EU could adversely impact our business, results of operations and financial condition.

The U.K. left the EU on January 31, 2020, with a transition period until December 31, 2020 during which time the U.K. followed EU rules and a U.K.-EU trade agreement was negotiated governing EU and U.K. relations from January 1, 2021 resulting in a Trade and Cooperation Agreement together with a Political Declaration covering a number of areas including financial services. The Trade and Cooperation Agreement does not include substantive provisions for financial services, in particular it does not allow U.K. investment firms to provide services into the EU under the Passporting regime.

We conduct business in Europe primarily through our U.K. subsidiaries. Under the Trade and Cooperation Agreement, our U.K. subsidiaries are currently not able to rely on "Passporting" that allows immediate access to the single EU market. If the U.K. and EU do not agree to a Passporting regime, we may need to establish one or more new regulated subsidiaries in the EU in order to provide our trading platform and certain post-trade services to clients in the EU.

27In general, the potential impacts related to Brexit or the terms of the developing economic and security relationship between the U.K. and the EU on the movement of goods, services, people and capital between the U.K. and the EU, customer behavior, economic conditions, interest rates, currency exchange rates, availability of capital or other matters are unclear and could adversely affect our businesses, including our revenues from our trading activities, particularly in Europe, and our results of operations and financial condition.

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and EU do not agree to a Passporting regime, we may need to establish one or more new regulated subsidiaries in the EU in order to provide our trading platform and certain post-trade services to clients in the EU.

In general, the potential impacts related to Brexit or the terms of the new economic and security relationship between the U.K. and the EU on the movement of goods, services, people and capital between the U.K. and the EU, customer behavior, economic conditions, interest rates, currency exchange rates, availability of capital or other matters are unclear and could adversely affect our businesses, including our revenues from our trading activities, particularly in Europe, and our results of operations and financial condition.

If the Company were deemed an investment company under the U.S. Investment Company Act, applicable restrictions could make it impractical for the Company to continue its respective businesses as contemplated and could have a material adverse effect on the Company's businesses and prospects.

We are primarily engaged in a non-investment company business and believe the nature of our assets and the sources of our income exclude us from the definition of an investment company under the Investment Company Act.

The Investment Company Act and the rules thereunder contain detailed requirements for the organization and operation of investment companies. Among other things, the Investment Company Act and the rules thereunder limit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. The Company intends to conduct its operations so that the Company will not be deemed to be an investment company under the Investment Company Act. If anything were to happen which would cause the Company to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on its capital structure, ability to transact business with affiliates (including subsidiaries) and ability to compensate key employees, could make it impractical for the Company to continue its business as currently conducted, impair the agreements and arrangements between and among it, its subsidiaries and its senior personnel, or any combination thereof, and materially adversely affect its business, financial condition and results of operations. Accordingly, the Company may be required to limit the amount of investments that it makes as a principal or otherwise conduct its business in a manner that does not subject the Company to the registration and other requirements of the Investment Company Act.

Merger Risks

The consummation of the Merger is subject to a number of conditions, many of which are largely outside of the control of the parties to the Merger Agreement, and, if these conditions are not satisfied or waived on a timely basis, the Merger Agreement may be terminated and the Merger may not be completed.

The obligation of the parties to consummate the Merger is subject to various conditions, including: (i) the receipt of the Requisite Regulatory Approvals (as defined in the Merger Agreement), which include expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act of 1976, approval of the Superintendent of Financial Institutions, approval of the Financial Industry Regulatory Authority and approvals from certain other U.S., Canadian and foreign regulatory authorities (subject to TD not being obligated to close if there is a Materially Burdensome Regulatory Condition (as defined in the Merger Agreement)); and (ii) the absence of any legal restraint or legal prohibition preventing or prohibiting the consummation of the Merger. In addition, each of the Company’s and TD’s obligation to consummate the Merger is subject to: (i) the accuracy of the representations and warranties of the other party (subject to customary materiality qualifiers) and (ii) the other party’s performance in all material respects of its covenants and obligations contained in the Merger Agreement. The failure to satisfy all of the required conditions could delay the completion of the Merger by a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause the parties to the Merger Agreement to not realize some or all of the benefits that are expected to be achieved if the Merger is successfully completed within the expected timeframe. There can be no assurance

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that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be completed within the expected timeframe or at all.

Failure to complete the Merger could adversely affect our stock price and business, results of operations or financial condition.

There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not completed within the expected timeframe or at all, our ongoing business could be adversely affected and we will be subject to a variety of risks and possible consequences associated with the failure to complete the Merger, including the following: (i) we will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Merger closes; (ii) under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Merger, which may adversely affect our ability to execute certain of our business strategies; (iii) we may lose key employees during the period in which we and TD are pursuing the Merger, which may adversely affect us in the future if we are not able to hire and retain qualified personnel to replace departing employees; and (iv) the proposed Merger, whether or not it closes, will divert the attention of certain of our management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to us. If the Merger is not completed, these risks could materially affect our business, results of operations or financial condition and stock price, including to the extent that the current market price of our common stock is positively affected by a market assumption that the Merger will be completed.

While the Merger is pending, we are subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations or financial condition.

In connection with the pending Merger, some of our clients, vendors or other third parties may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with us, which could adversely affect our revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. In addition, due to certain restrictions in the Merger Agreement on the conduct of business prior to completing the Merger, we may be unable (without TD’s prior written consent), during the pendency of the Merger, to pursue certain strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and may cause us to forego certain opportunities we might otherwise pursue. In addition, the pendency of the Merger may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-to-day operations for our current employees and management.

The Company will incur substantial transaction fees and Merger-related costs in connection with the Merger that could adversely affect the business and operations of the Company if the Merger is not completed.

The Company expects to incur non-recurring transaction fees, which include legal and advisory fees and substantial Merger-related costs associated with completing the Merger, and which could adversely affect the business operations of the Company if the Merger is not completed.

The termination fee and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire the Company.

The Merger Agreement prohibits the Company from initiating, soliciting, knowingly encouraging or knowingly facilitating any competing acquisition proposals, subject to certain limited exceptions. The Merger Agreement also contains certain termination rights and provides that, if the Merger Agreement is terminated under certain circumstances, the Company will be required to pay TD a termination fee of $42,250,000 in cash. The termination fee and restrictions could discourage other companies from trying to acquire the Company even though those other companies might be willing to offer greater value to the Company’s stockholders than TD has offered in the Merger.

Litigation against the Company, TD or the members of their respective boards, could prevent or delay the completion of the Merger or result in the payment of damages following completion of the Merger.

It is a condition to the Merger that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition enjoining, preventing, prohibiting or otherwise making illegal the consummation of the Merger shall be in effect. It is possible that lawsuits may be filed by our stockholders challenging the Merger. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated at all. Whether or not any plaintiff’s claim is successful, this type of litigation can result in significant costs and divert management’s attention and resources from the closing of the Merger and ongoing business activities, which could adversely affect our operations.

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Uncertainty about the Merger may adversely affect the relationships between us and our clients, vendors and employees, whether or not the Merger is completed.

In response to the announcement of the Merger, existing or prospective clients, vendors and other third party relationships of ours may delay, defer or cease providing goods or services, delay or defer other decisions concerning us, refuse to extend credit to us, or otherwise seek to change the terms on which they do business with us. Any such delays or changes to terms could materially harm our business.

In addition, as a result of the Merger, current and prospective employees could experience uncertainty about their future with us. These uncertainties may impair our ability to retain, recruit or motivate key management and other personnel.

If the Merger is not consummated by August 1, 2023, either we or TD may terminate the Merger Agreement, subject to certain exceptions.

Either we or TD may terminate the Merger Agreement if the Merger has not been consummated by August 1, 2023. However, this termination right will not be available to a party to the Merger Agreement if that party failed to comply with its obligations under the Merger Agreement and that failure was the principal cause of the failure to consummate the Merger on or prior to such date. In the event the Merger Agreement is terminated by either party due to the failure of the Merger to close by August 1, 2023 or for any other reason provided under the Merger Agreement, we will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger.

Other Risks to Our Stockholders

We could change our existing dividend policy in the future and there can be no assurance that we will continue to declare cash dividends.

We began paying quarterly cash dividends to holders of record of our Class A common stock in March 2020. Although we expect to continue to pay dividends to our stockholders in accordance with our dividend policy, as described under the heading "Dividend Policy", we have no obligation to pay any dividend, and our dividend policy may change at any time without notice. The declaration and payment of dividends on our Class A common stock is at the discretion of our Board of Directors in accordance with applicable law after taking into account various factors, including general economic and business conditions; our financial condition and operating results; our available cash and current and anticipated cash needs; capital requirements; contractual restrictions (including under agreements related to indebtedness to which we are a party), legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us; and such other factors as our board of directors may deem relevant. For example, in the event that there is deterioration in our financial performance and/or our liquidity position, a downturn in global economic conditions or disruptions in the credit markets and our ability to obtain financing, our Board of Directors could decide to suspend dividend payments in the future. As a Delaware corporation, we are required to meet certain surplus thresholds for our Board of Directors to declare a dividend in accordance with the Delaware General Corporation Law. As a result, we may not pay dividends at all in the future.

The terms of our Series A Convertible Preferred Stock contains certain restrictions on our operations.

The certificate of designations governing our Series A Convertible Preferred Stock contains certain restrictions on our and our subsidiaries' ability to, among other things, pay dividends on, redeem or repurchase our Class A common stock and, under certain circumstances, our Series A Convertible Preferred Stock, and to issue additional preferred stock. Additionally, if dividends on our Series A Convertible Preferred Stock are in arrears and unpaid for at least six or more quarterly periods, the holders (voting as a single class) of our outstanding Series A Convertible Preferred Stock will be entitled to elect two additional directors to our Board of Directors until paid in full.

The Company's failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on the Company's financial condition, results of operations and business and the price of our Class A common stock.

The Sarbanes-Oxley Act and the related rules require our management to conduct an annual assessment of the effectiveness of our internal control over financial reporting and require a report by our independent registered public accounting firm addressing our internal control over financial reporting. To comply with Section 404 of the Sarbanes-Oxley Act, we are required to document formal policies, processes and practices related to financial reporting that are necessary to comply with Section 404. Such policies, processes and practices are important to ensure the identification of key financial reporting risks, assessment of their potential impact and linkage of those risks to specific areas and activities within our organization.

28If we fail for any reason to comply with the requirements of Section 404 in a timely manner, our independent registered public accounting firm may, at that time, issue an adverse report regarding the effectiveness of our internal control over financial reporting. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis

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and thereby subject us to ~~document~~adverse ~~formal~~regulatory ~~policies~~consequences, ~~processes~~including ~~and~~sanctions ~~practices~~by ~~related~~the toSEC ~~financial~~or ~~reporting~~violations ~~that~~of ~~are~~applicable ~~necessary~~stock toexchange ~~comply~~listing ~~with~~rules. ~~Section~~There ~~404.~~could ~~Such~~also ~~policies,~~be ~~processes~~a ~~and~~negative ~~practices~~reaction ~~are~~in ~~important~~the financial markets due to ~~ensure~~a loss of investor confidence in us and the ~~identification~~reliability of ~~key~~our financial ~~reporting~~statements. ~~risks~~Any such event could adversely affect our financial condition, ~~assessment~~results of ~~their~~operations ~~potential~~and ~~impact~~business, and ~~linkage~~result ofin ~~those~~a ~~risks~~decline toin ~~specific~~the ~~areas~~price ~~and~~of ~~activities~~our ~~within~~Class ~~our~~A ~~organization~~common stock.

If we fail for any reason to comply with the requirements of Section 404 in a timely manner, our independent registered public accounting firm may, at that time, issue an adverse report regarding the effectiveness of our internal control over financial reporting. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Any such event could adversely affect our financial condition, results of operations and business, and result in a decline in the price of our Class A common stock.

Certain provisions of the Company's amended and restated certificate of incorporation and bylaws and Delaware law may have the effect of delaying or preventing an acquisition by a third party.

The Company's amended and restated certificate of incorporation and bylaws contain several provisions that may make it more difficult for a third party to acquire control of the Company, even if such acquisition would be financially beneficial to the Company's stockholders. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in the Company's stockholders receiving a premium over the then-current trading price of our common stock. For example, the Company's amended and restated certificate of incorporation authorizes its board of directors to issue up to 10,000,000 shares of "blank check" preferred stock. Without stockholder approval, the board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire the Company. In addition, the Company's amended and restated bylaws provide for an advance notice procedure with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of stockholders. The Company is also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an "interested stockholder," the Company may not enter into a "business combination" with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For the purposes of Section 203, "interested stockholder" means, generally, someone owning 15% or more of the Company's outstanding voting stock or an affiliate of the Company that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203.

If securities analysts stop publishing research or reports about us or our business or if they downgrade our common stock, the market price of our common stock and, consequently, the trading price of our other securities could decline.

The market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. If any analyst who covers us downgrades our stock or lowers its future stock price targets or estimates of our operating results, our stock price could decline rapidly. Furthermore, if any analyst ceases to cover us, we could lose visibility in the market, which in turn could cause the market price of our securities to decline.

Future sales of our common stock in the public market could adversely impact the trading price of our securities.

In the future, we may sell additional shares of our common stock to raise capital. In addition, a substantial number of shares of our common stock are reserved for issuance upon vesting of restricted stock units and performance-linked restricted stock units and upon the conversion of the Convertible Preferred. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the trading price of our securities and impair our ability to raise capital through the sale of additional equity securities.

The change in accounting guidance for our outstanding Series A Cumulative Perpetual Convertible Preferred Stock may have an adverse effect on our diluted earnings per share in future periods.

Accounting Standards Codification (the "Accounting Standards") 470-20, simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The guidance requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of a public business entity’s convertible debt at the instrument level. For public business entities, the guidance is effective for reporting periods beginning after December 15, 2021. The Company adopted the guidance as of January 1, 2022 under the modified retrospective method. With the adoption of this guidance, the Company is required to include the portion of the Series A Convertible Preferred Stock that can be settled in Class A common stock (the amount in excess of $1,000 per share of the Series A Convertible Preferred Stock) in the diluted earnings per share calculation. This adoption as of January 1, 2022 results in the inclusion of approximately 1,565,000 additional shares in the denominator of diluted earnings per share.

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per share calculation. This adoption as of January 1, 2022 results in the inclusion of approximately 1,565,000 additional shares in the denominator of diluted earnings per share.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Our principal offices, all of which are leased, are located in New York City, Boston, San Francisco, Stamford and the United Kingdom. Our other offices, all of which are leased, are located throughout the United States, Europe and Asia. Our corporate headquarters are located in New York, New York comprise approximately 150,~~000~~357 square feet of leased space pursuant to a lease agreement through 2029. Our additional New York locations are comprised of approximately 19,000 square feet pursuant to lease agreements through ~~2031~~2032. We lease approximately 19,100 square feet of space in Boston pursuant to lease agreements expiring through 2023. In San Francisco, we lease approximately 34,700 square feet of space, pursuant to lease agreements expiring through 2025. In Stamford, we lease approximately 43,000 square feet of space, pursuant to lease agreements expiring through 2030. Our United Kingdom offices are subject to lease agreements expiring through 2034.

Item 3. Legal Proceedings

In the ordinary course of business, the Company and its affiliates, subsidiaries and current and former officers, directors and employees (the "Company and Related Parties") are named as defendants in, or as parties to, various legal actions and proceedings. Certain of these actions and proceedings assert claims or seek relief in connection with alleged violations of securities, banking, anti-fraud, anti-money laundering, employment and other statutory and common laws. Certain of these actual or threatened legal actions and proceedings include claims for substantial or indeterminate compensatory or punitive damages, or for injunctive relief.

In the ordinary course of business, the Company and Related Parties are also subject to governmental and regulatory examinations, information gathering requests (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Certain of our affiliates and subsidiaries are registered broker-dealers, futures commission merchants, investment advisers or other regulated entities and, in those capacities, are subject to regulation by various U.S., state and foreign securities, commodity futures and other regulators. In connection with formal and informal inquiries by these regulators, we receive requests and orders seeking documents and other information in connection with various aspects of our regulated activities. The Company is currently cooperating with the SEC in connection with an investigation of the Company’s business’ compliance with record preservation requirements relating to business communications and/or electronic messaging channels. The SEC is reportedly conducting similar investigations of record preservation practices at other broker-dealers and investment advisors.

Due to the global scope of our operations, and presence in countries around the world, the Company and Related Parties may be subject to litigation, governmental and regulatory examinations, information gathering requests, investigations and proceedings (both formal and informal), in multiple jurisdictions with legal and regulatory regimes that may differ substantially, and present substantially different risks, from those to which the Company and Related Parties are subject in the United States.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interests of the Company and its shareholders, and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. For many legal and regulatory matters, we are unable to estimate a range of reasonably possible loss.

In accordance with US GAAP, the Company establishes reserves for contingencies when the Company believes that it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. The Company discloses a contingency if there is at least a reasonable possibility that a loss may have been incurred and there is no reserve for the loss because the conditions above are not met. The Company's disclosure ~~includes~~would include an estimate of the reasonably possible loss or range of loss for those matters, for which an estimate can be made. Neither a reserve nor disclosure is required for losses that are deemed remote.

The Company appropriately reserves for certain matters where, in the opinion of management, the likelihood of liability is probable and the extent of such liability is reasonably estimable. Such amounts are included within accounts payable, accrued expenses and other liabilities in the accompanying consolidated statements of financial condition. Estimates, by their nature, are based on judgment and currently available information and involve a variety of factors, including, but not limited to, the type and nature of the litigation, claim or proceeding, the progress of the matter, the advice of legal counsel, the Company's defenses and its experience in similar cases or proceedings as well as its assessment of matters, including settlements, involving other defendants in similar or related cases or proceedings. The Company may increase or decrease its legal reserves in the future, on a matter-by-matter basis, to account for developments in such matters. The Company accrues legal fees as incurred.

Item 4. Mine Safety Disclosures

Not Applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Price Information and Stockholders

Our Class A common stock is listed and trades on the NASDAQ Global Market under the symbol "COWN." As of February 2827, ~~2022~~2023, there were approximately 3840 holders of record of our Class A common stock. This number does not include stockholders for whom shares were held in "nominee" or "street" name.

Dividend Policy

Though we currently expect that cash dividends paid by us during our most recently completed fiscal year will continue to be paid in the future, the declaration and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors will take into account: general economic and business conditions; our financial condition and operating results; our available cash and current and anticipated cash needs; capital requirements; contractual restrictions (including under agreements related to indebtedness to which we are a party), legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us; and such other factors as our board of directors may deem relevant.

We credit dividend equivalents on all unvested Restricted Stock Units and Performance Share Awards concurrently with the payment of dividends to the holders of Class A common stock. The dividend equivalents have the same vesting and delivery terms as the underlying award agreements relating to the Restricted Stock Units and Performance Share Awards.

Issuer Purchases of Equity Securities: Sales of Unregistered Securities

As of December 31, ~~2021~~2022, the Company's Board of Directors has approved a share repurchase program that authorizes the Company to purchase up to $~~416~~466.64 million of Cowen Class A common stock from time to time through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. The specific timing and amount of repurchases will vary depending on various factors, including, among others, market conditions and competing needs for the use of our capital. We may elect to conduct future share repurchases through open market purchases, private transactions or automatic share repurchase programs under SEC Rule 10b5-1. During the year ended December 31, ~~2021~~2022, through the share repurchase program, the Company repurchased 41,~~371~~069,~~291~~002 shares of Cowen Class A common stock at an average price of $3629.5607 per share.

The table below sets forth the information with respect to purchases made by or on the behalf of the Company or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act, as amended), of our Class A common stock during the year ended December 31, 2022.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Month 1 (January 1, 2021 – January 31, 2021)
Month 1 (January 1, 2022 – January 31, 2022)
Common stock repurchases(1)	—379,002	$	—33.23	—379,002	$	2143,~~128~~526,~~277~~497
Employee transactions(2)	—	$	—	—	—
Other (3)	1,155	$	25.33	—	—
Total	1,155	$	25.33	—
Month 2 (February 1, 2021 – February 28, 2021)
Common stock repurchases(1)	171,418	$	30.32	171,418	$	15,931,607
Employee transactions(2)	39	$	26.83	—	—
Other (3)	—	$	—	—	—
Total	~~171~~379,~~457~~002	$	3033.3123	~~171~~379,~~418.00~~002
Month 3 (March 1, 2021 – March 31, 2021)
Month 2 (February 1, 2022 – February 28, 2022)
Common stock repurchases(1)	~~434~~30,~~285~~000	$	3529.5355	~~434~~30,~~285~~000	$	2542,~~000~~639,~~000~~886
Employee transactions(2)	148,713	$	42.00	—	—
Other (3)	—	$	—	—	—
Total	582,998	$	37.18	434,285
Month 4 (April 1, 2021 – April 30, 2021)
Common stock repurchases(1)	—	$	—	—	$	50,000,000
Employee transactions(2)	—	$	—	—	—
Other (3)	—	$	—	—	—
Total	—30,000	$	—29.55	—30,000.00
Month 5 (May 1, 2021 – May 31, 2021)
Month 3 (March 1, 2022 – March 31, 2022)
Common stock repurchases(1)	389,300	$	27.38	389,300	$	31,979,581
Employee transactions(2)	374,149	$	32.83	—	—
Other (3)	—	$	—	—	—
Total	763,449	$	30.05	389,300
Month 4 (April 1, 2022 – April 30, 2022)
Common stock repurchases(1)	120,700	$	27.24	120,700	$	28,691,809
Employee transactions(2)	23	$	26.22	—	—
Other (3)	—	$	—	—	—
Total	120,723	$	27.24	—
Month 5 (May 1, 2022 – May 31, 2022)

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Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Common stock repurchases(1)	~~957,541~~—	$	~~39.45~~—	~~957,541~~—	$	1228,~~222~~691,~~667~~809
Employee transactions(2)	~~217~~164,~~364~~490	$	4124.2702	—	—
Other (3)	—	$	—	—	—
Total	1164,~~174,905~~490	$	3924.7902	~~957,541.00~~—
Month 6 (June 1, 2021 – June 30, 2021)
Month 6 (June 1, 2022 – June 30, 2022)
Common stock repurchases(1)	~~317,708~~—	$	~~38.19~~—	~~317,708~~—	$	5028,~~000~~691,~~000~~809
Employee transactions(2)	~~148~~12,~~946~~537	$	4026.3906	—	—
Other (3)	—	$	—	—
Total	~~466~~12,~~654~~537	$	3826.8906	~~317,708~~—
Month 7 (July 1, 2021 – July 31, 2021)
Month 7 (July 1, 2022 – July 31, 2022)
Common stock repurchases(1)	27150,~~158~~000	$	3724.3533	27150,~~158~~000	$	4825,~~985~~042,~~776~~021
Employee transactions(2)	—	$	—	—	—
Other (3)	—	$	—	—	—
Total	27150,~~158~~000	$	3724.3533	27150,~~158~~000
Month 8 (August 1, 2021 – August 31, 2021)
Month 8 (August 1, 2022 – August 31, 2022)
Common stock repurchases(1)	~~369,845~~—	$	~~39.41~~—	~~369,845~~—	$	~~34,409,988~~—
Employee transactions(2)	—	$	—	—	—
Other (3)	—	$	—	—	—
Total	~~369,845~~—	$	~~39.41~~—	~~369,845~~—
Month 9 (September 1, 2021 – September 30, 2021)
Month 9 (September 1, 2022 – September 30, 2022)
Common stock repurchases(1)	~~1,058,860~~—	$	~~34.77~~—	~~1,058,860~~—	$	~~43,251,450~~—
Employee transactions(2)	~~132~~314,~~985~~052	$	3638.4446	—	—
Other (3)	—	$	—	—	—
Total	1314,~~191,845~~052	$	3438.9546	~~1,058,860~~—
Month 10 (October 1, 2021 – October 31, 2021)
Month 10 (October 1, 2022 – October 31, 2022)
Common stock repurchases(1)	~~447,575~~—	$	~~35.56~~—	~~447,575~~—	$	~~27,336,659~~—
Employee transactions(2)	—	$	—	—	—
Other (3)	—	$	—	—	—
Total	~~447,575~~—	$	~~35.56~~—	~~447,575~~—
Month 11 (November 1, 2021 – November 30, 2021)
Month 11 (November 1, 2022 – November 30, 2022)
Common stock repurchases(1)	~~55,000~~—	$	~~36.34~~—	~~55,000~~—	$	~~25,338,091~~—
Employee transactions(2)	~~700~~203	$	3438.2640	—	—
Total	~~55,700~~203	$	~~36.31~~—	~~55,000~~—
Month 12 (December 1, 2021 – December 31, 2021)
Month 12 (December 1, 2022 – December 31, 2022)
Common stock repurchases(1)	~~531,901~~—	$	~~35.65~~—	~~531,901~~—	$	~~6,374,381~~—
Employee transactions(2)	~~406~~193,~~873~~479	$	3538.1242	—	—
Other (3)	—	$	—	—	—
Total	~~938~~193,~~774~~479	$	~~35.42~~—	~~531,901~~—
Total (January 1, 2021 – December 31, 2021)
Total (January 1, 2022 – December 31, 2022)
Common stock repurchases(1)	41,~~371~~069,~~291~~002	$	3629.5607	41,~~371~~069,~~291~~002	$	625,~~374~~042,~~381~~024
Employee transactions(2)	1,~~055~~058,~~620~~933	$	3834.2607	—	—
Other (3)	~~1,855~~—	$	~~25.33~~—	—	—
Total	52,~~428~~127,~~766~~935	$	3631.8956	41,~~371~~069,~~291~~002

(1) The Company's Board of Directors have authorized the repurchase, subject to market conditions, of up to $~~416~~466.64 million of the Company's outstanding Class A common stock.

(2) Represents shares of common stock withheld in satisfaction of tax withholding obligations upon the vesting of equity awards or other similar transactions.

(3) Represents shares of common stock distributed to the Company from an escrow account established to satisfy the Company's indemnification claims arising under the terms of the purchase agreement entered into in connection with the Company's acquisition of Convergex Group, LLC.

Item 6. [Reserved]

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The discussion contains forward-looking statements, which involve numerous risks and uncertainties, including, but not limited to, those described in the sections titled “Risk Factors” in Item 1A of our Annual Report on Form 10-K, many of which risks are currently elevated by, and may or will continue to be elevated by, the COVID-19 pandemic. This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes of Cowen Inc. included elsewhere in this annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements.

Overview

Operating Company

The CIM division is the Company's investment management business, which operates primarily under the Cowen Investment Management name. CIM offers innovative investment products and solutions across the liquidity spectrum to institutional and private clients. The predecessor to this business was founded in 1994 and, through one of its subsidiaries, has been registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") since 1997. The Company's investment management business offers investors access to a number of strategies to meet their specific needs including healthcare investing, sustainable investing, healthcare royalties, merger arbitrage and activism. A portion of the Company’s capital is invested alongside the Company's investment management clients. The Company has also invested capital in its insurance and reinsurance businesses.

Asset Company

Certain Factors Impacting Our Business

Our Company's businesses and results of operations are impacted by the following factors:

•Underwriting, private placement and strategic/financial advisory fees. Our revenues from investment banking are directly linked to the underwriting fees we earn in equity and debt securities offerings in which the Company acts as an underwriter, private placement fees earned in non-underwritten transactions, sales commissions earned in at-the-market offerings and success fees earned in connection with advising both buyers and sellers, principally in mergers and acquisitions. As a result, the future performance of our investment banking business will depend on, among other things, our ability to secure lead manager and co-manager roles in clients' capital raising transactions as well as our ability to secure mandates as a client's strategic financial advisor.

•Liquidity. As a clearing broker-dealer in the U.S., we are subject to cash deposit requirements with clearing organizations, brokers and banks that may be large in relation to our total liquid assets.

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•Equity research fees. Equity research fees are paid to the Company for providing access to equity research. The Company also permits institutional customers to allocate a portion of their commissions to pay for research products and other services provided by third parties. Our ability to generate revenues relating to our equity research depends on the quality of our research and its relevance to our institutional customers and other clients.

•Principal transactions. Principal transactions revenue includes net trading gains and losses from the Company's market-making activities and net trading gains and losses on inventory and other Company positions. In certain cases, the Company provides liquidity to clients buying or selling blocks of shares of listed stocks without previously identifying the other side of the trade at execution, which subjects the Company to market risk.

•Commissions. Our commission revenues depend for the most part on our customers' trading volumes and on the notional value of the non-U.S. securities traded by our customers.

•Investment performance. Our revenues from incentive income and carried interest allocations are linked to the performance of the investment funds and accounts that we manage. Performance also affects assets under management ("AUM"), because itAUM ~~influences~~generally reflects, at least in part, the fair market value of the relevant assets. Additionally, performance may influence investors' decisions to ~~invest~~make ~~assets~~new ~~in,~~allocations orto ~~withdraw~~our ~~assets~~funds. ~~from~~Finally, ~~the~~performance ~~investment~~can ~~funds~~affect ~~and~~investor’s ~~accounts~~decisions ~~managed~~to byadd ~~us.~~or redeem capital from funds that allow for redemptions.

•Fee and allocation rates. Our management fee revenues are linked to the management fee rates we charge as a percentage of contributed and invested capital. Our incentive income revenues are linked to the rates we charge as a percentage of performance-driven asset growth. Our incentive allocations are generally subject to "high-water marks," whereby incentive income is generally earned by us only to the extent that the net asset value of an investment fund at the end of a measurement period exceeds the highest net asset value as of the end of the earlier measurement period for which we earned incentive income. Our incentive allocations, in some cases, are subject to performance hurdles. Additionally, our revenues from management fees are directly linked to assets under management. Positive performance in our legacy funds increases assets under management which results in higher management fees.

•Investment performance of our own capital. We invest our own capital and the performance of such invested capital affects our revenues. Investment income in the investment bank business includes gains and losses generated by the capital the Company invests in private capital raising transactions of its investment banking clients. Our revenues from investment income are linked to the performance of the underlying investments.

External Factors Impacting Our Business

Our financial performance is highly dependent on the environment in which our businesses operate. We believe a favorable business environment is characterized by many factors, including a stable geopolitical climate, transparent financial markets, ~~low~~stable inflation, ~~low~~stable interest rates, ~~low~~full ~~unemployment~~employment, strong business profitability and high business and investor confidence. Unfavorable or uncertain economic or market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability (or increases in the cost of) credit and capital, increases in inflation or interest rates, exchange rate volatility, unfavorable global asset allocation trends, outbreaks of hostilities or other geopolitical instability, such as the ongoing war in Ukraine, corporate, political or other scandals that reduce investor confidence in the capital markets, global health crisis, such as the ongoing COVID-19 pandemic, or a combination of these or other factors. Until the COVID-19 pandemic subsides, we could experience reduced levels in certain of our investment banking activities, reduced revenues from incentive income in our investment management business and reduced investment income. Our businesses and profitability have been and may continue to be adversely affected by market conditions in many ways, including the following:

•Our investment bank business has been, and may continue to be, adversely affected by market conditions. Increased competition continues to affect our investment banking and capital markets businesses. The same factors also affect trading volumes in secondary financial markets, which affect our brokerage business. Commission rates, market volatility, increased competition from larger financial firms and other factors also affect our brokerage revenues and may cause these revenues to vary from period to period.

•Our investment management business can be adversely affected by unanticipated levels of requested redemptions from those funds or accounts that permit redemptions. We experienced significant levels of requested redemptions during the 2008 financial crisis and, while the environment for investing in investment management products has since improved, it is possible that we could intermittently experience redemptions above historical levels, regardless of investment fund performance.

•Our investment bank business focuses primarily on small to mid-capitalization and private companies in specific industry sectors. These sectors may experience growth or downturns independent of general economic and market conditions, or may face market conditions that are disproportionately better or worse than those impacting the economy and markets generally. In addition, increased government regulation has had, and may continue to have, a disproportionate effect on ~~capital formation by smaller companies. Therefore, our investment bank business could be affected differently than overall market trends.~~

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capital formation by smaller companies. Therefore, our investment bank business could be affected differently than overall market trends.

•The Federal Reserve ("FED") announced intentions to increase the Federal Funds Rate over future periods continuing a process it began in 2022. The FED’s stated goal is to tighten financial conditions in order to fight the risk of continued inflation. The FED has also signaled a desire to maintain interest rates at a level significantly higher than markets have been accustomed to post the Great Financial Crisis of 2008. These changes in policy are intended to reduce inflation by slowing economic activity possibly leading to a recession. In the event the U.S. economy enters a period of economic contraction, during such period our investment banking revenues could be depressed, fund raising for our investment management business could be impaired with low or no incentive fee accruals and our balance sheet investments could decrease in value. While our markets business might not be adversely affected by an economic recession, our overall our results of operation could be negatively affected during such period.

Our businesses, by their nature, do not produce predictable earnings. Our results in any period can be materially affected by conditions in global financial markets and economic conditions generally. We are also subject to various legal and regulatory actions that impact our business and financial results.

Recent Developments

On August 1, 2022, the Company, The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Crimson Holdings Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of TD (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the merger as a wholly-owned subsidiary of TD.

The Board of Directors of the Company determined that it is in the best interests of the Company and its stockholders to consummate the transactions provided for in the Merger Agreement and, in furtherance thereof, adopted the Merger Agreement and approved the transactions contemplated thereby (including the Merger), and resolved to submit the Merger Agreement to the holders of the Class A common stock of the Company for adoption and to recommend that the holders of Class A common stock of the Company adopt the Merger Agreement and approve the transactions contemplated thereby (including the Merger).

Completion of the Merger is subject to customary closing conditions, including obtaining the Requisite Regulatory Approvals (as defined in the Merger Agreement) required to be obtained to consummate the transactions contemplated thereby (including the Merger) from the relevant U.S., Canadian and foreign regulatory authorities. Upon completion of the Merger, TD will become the owner of all the Company’s outstanding shares of Class A common stock, the Company will become a private company and the shares of Class A common stock of the Company will no longer be publicly listed or traded on the Nasdaq Global Market.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Class A common stock of the Company and each share of Class B common stock of the Company issued and outstanding immediately prior to the Effective Time, (other than Exception Shares (as defined in the Merger Agreement)) will be converted into the right to receive an amount in cash equal to $39 per share (representing approximately $1.3 billion in the aggregate), payable to the holder thereof, without interest.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), the Company prepared and filed with the SEC, and thereafter mailed to its stockholders, a Schedule 14A Proxy Statement where additional information about the Merger can be found. On November 15, 2022, the holders of a majority of the outstanding Class A common stock of the Company outstanding and entitled to vote on the matter approved the adoption of the Merger Agreement.

Basis of Presentation

The consolidated financial statements of the Company in this Form 10-K are prepared in accordance with Generally Accepted Accounting Principles in the United States ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification (the "Accounting Standards") as the source of authoritative accounting principles in the preparation of financial statements and include the accounts of the Company, its subsidiaries, and entities in which the Company has a controlling financial interest or a substantive, controlling general partner interest. All material intercompany transactions and balances have been eliminated in consolidation. Certain fund entities that are consolidated in the consolidated financial statements, are not subject to these consolidation provisions with respect to their own investments pursuant to their specialized accounting.

The Company serves as the managing member/general partner and/or investment manager to affiliated fund entities which it sponsors and manages. Certain of these funds in which the Company has a substantive, controlling general partner interest are consolidated with the Company pursuant to US GAAP as described below (the “Consolidated Funds”). Consequently, the Company's consolidated financial statements reflect the assets, liabilities, income and expenses of these funds on a gross basis. The ownership interests in these funds which are not owned by the Company are reflected as redeemable and nonredeemable non-controlling interests in consolidated subsidiaries in the consolidated financial statements appearing elsewhere in this Form 10-K. The management fees and incentive income earned by the Company from these funds are eliminated in consolidation.

During the first quarter of 2021, the Company changed the presentation of certain income streams on its consolidated statements of operations by moving the income streams from Other income - net gains (losses) on securities, derivatives and other investments to Revenues. Additionally, the Company moved proprietary trading gains and losses generated by the Company’s broker-dealer entities from Brokerage revenue to Investment income (loss) – securities principal transactions, net. See Note 2 in our accompanying consolidated financial statements.39

~~The~~Table ~~Company believes that these presentation changes provide a better representation~~ of the Company’s operating results as it is used by management to monitor the Company’s financial performance and is consistent with industry practice. The changes in presentation have no impact on net income and prior period amounts have been recast to reflect such changes in presentation. Contents

~~Acquisition~~The ownership interests in these funds which are not owned by the Company are reflected as redeemable and nonredeemable non-controlling interests in consolidated subsidiaries in the consolidated financial statements appearing elsewhere in this Form 10-K. The management fees and incentive income earned by the Company from these funds are eliminated in consolidation.The consolidated financial statements of the Company in this Form 10-K are prepared in accordance with Generally Accepted Accounting Principles in the United States ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification (the "Accounting Standards") as the source of authoritative accounting principles in the preparation of financial statements and include the accounts of the Company, its subsidiaries, and entities in which the Company has a controlling financial interest or a substantive, controlling general partner interest. All material intercompany transactions and balances have been eliminated in consolidation.

Acquisition and Divestitures

On June 1, 2022, the Company completed its acquisition of Kelvin Re Limited (“Kelvin”) by acquiring all of the issued and outstanding ordinary shares in Kelvin from CS IRIS A Fund Limited. Kelvin is a general reinsurance company incorporated and domiciled in Guernsey whose principal activity was the provision of property and natural catastrophe reinsurance business. In December 2020, Kelvin ceased underwriting new business and has been operating as a run-off entity. Cowen acquired Kelvin to manage the outstanding reinsurance claims arising from its existing portfolio.

On December 16, 2021, the Company, through its indirect wholly owned subsidiary, Cowen PC Acquisition LLC, completed its previously announced acquisition of Portico Capital Advisors and certain assets and liabilities of its European operations (“Portico”). Portico was a privately-held mergers and acquisitions advisory firm focused on the software, data, and analytics sectors.

On February 26, 2021, the Company, through its indirect wholly owned subsidiary, Cowen Malta Holdings Ltd., completed the acquisition of all of the outstanding equity interests of Axeria Insurance Limited, an insurance company organized under the laws of Malta whose principal business activity is to provide insurance coverage to third parties. Axeria Insurance Limited was renamed Cowen Insurance Company Ltd upon acquisition.

On October 1, 2020, the Company, through its indirect wholly owned subsidiary, Cowen and Company LLC, completed its previously announced acquisition of certain assets and liabilities of MHT Partners, LP (“MHT Partners”). MHT Partners is an investment bank, based primarily in Dallas and San Francisco, focused on representing innovative companies in growing markets.

Expenses

The Company's expenses consist of compensation and benefits, insurance and reinsurance costs, general, administrative and other, and Consolidated Funds expenses.

•Compensation and Benefits. Compensation and benefits is comprised of salaries, benefits, discretionary cash bonuses and equity-based compensation. Annual incentive compensation is variable, and the amount paid is generally based on a combination of employees' performance, their contribution to their business segment, and the Company's performance. Generally, compensation and benefits comprise a significant portion of total expenses, with annual incentive compensation comprising a significant portion of total compensation and benefits expenses.

•Insurance and Reinsurance claims, commissions and amortization of deferred acquisition costs. Insurance and reinsurance-related expenses reflect loss and claim reserves, acquisition costs and other expenses incurred with respect to our insurance and reinsurance operations.

•Operating, General and Administrative. General, administrative and other expenses are primarily related to professional services, occupancy and equipment, business development expenses, communications, expenses associated with our reinsurance business and other miscellaneous expenses. These expenses may also include certain one-time charges and non-cash expenses.

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•Depreciation and Amortization. Depreciation and amortization is comprised of depreciation expense for tangible assets and the amortization of intangible assets. The depreciation of assets capitalized under finance leases is included in depreciation and amortization expenses as well.

•Consolidated Funds Expenses. The Company's consolidated financial statements reflect the expenses of the Consolidated Funds and the portion attributable to other investors is allocated to a non-controlling interest.

Income Taxes

The taxable results of the Company’s U.S. operations are subject to U.S. federal, state and local taxation as a corporation. The Company is also subject to foreign taxation on income it generates in certain countries.

The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating or capital loss and tax credit carryovers. A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management’s view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized for tax purposes in the foreseeable future. Deferred tax liabilities that cannot be realized in a similar future time period and thus cannot offset the Company’s deferred tax assets are not taken into account when calculating the Company’s net deferred tax assets.

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management’s view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future. Deferred tax liabilities that cannot be realized in a similar future time period and thus that cannot offset the Company’s deferred tax assets are not taken into account when calculating the Company’s net deferred tax assets.

Temporary Equity

Temporary equity consists of Redeemable 5.625% Series A cumulative perpetual convertible preferred stock ("Series A Convertible Preferred Stock") ~~and, in years prior to December 31, 2020, redeemable non-controlling interests~~. The Company has irrevocably elected to cash settle $1,000.00 of each conversion of any share of the Series A Convertible Preferred Stock. As the holders can exercise the conversion option on their shares of Series A Convertible Preferred Stock at any time and require cash payment upon conversion, the Company has classified the Series A Convertible Preferred Stock preferred stock in temporary equity. Redeemable non-controlling interests represented the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities. Non-controlling interest is redeemable when the holders have redemption features that can be exercised at the option of the holder currently or contingent upon the occurrence of future events. Therefore their ownership was classified as a component of temporary equity.

Non-Redeemable Non-Controlling Interests

Non-controlling interests represent the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities. When non-controlling interest holders do not have redemption features that can be exercised at the option of the holder currently or contingent upon the occurrence of future events, their ownership has been classified as a component of permanent equity. Ownership which has been classified in permanent equity are non-controlling interests for which the holder does not have the unilateral right to redeem its ownership interests.

Investment Fund Performance and Assets Under Management

For the year ended December 31, ~~2021~~2022, the Company's activist and merger arbitrage strategies had positive results. The Company's healthcare royalty strategy is now making allocations from the strategy's fourth fund. ~~Our~~and ~~Healthcare~~closed ~~Investments~~on ~~strategy~~a isnew ~~now~~vehicle ~~deploying~~that ~~capital~~permits ~~from~~recycling ~~its~~of ~~third~~capital. ~~fund,~~The ~~having~~Company’s ~~made~~healthcare investments instrategy 29is ~~companies~~now bydeploying ~~the~~capital ~~end~~from ofits ~~the~~fourth ~~year ended December 31, 2021, with a pipeline of opportunities ahead~~fund. Finally, our ~~Sustainable~~sustainable ~~Investments~~investing strategy iscontinues ~~now~~to ~~deploying~~deploy capital, with ~~three~~four investments made as of December 31, ~~2021, with a pipeline of opportunities ahead~~2022. The liquidation of certain multi-strategy hedge funds advised by the Company also continues.

As of December 31, 2022, the Company had assets under management of $14.5 billion.

Strategy

Healthcare Investments

Healthcare Royalties

Activism

Merger Arbitrage

Sustainable Investments

Other (a)

(dollars in millions)

AUM

$1,~~154~~136

$3,~~557~~455

$87,~~505~~399

$~~319~~206

$1,~~381~~190

$~~834~~1,129

Team

Private Equity

Hedge Fund

Managed Account

UCITS

Other

(a) Other strategies include legacy funds and other private investment strategies.

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The Company's Invested Capital

The Company invests a significant portion of its capital base to help drive results and facilitate the growth of the Op Co and Asset Co business segments. Within Op Co, management allocates capital to three primary investment categories: (i) broker-dealer capital and related trading strategies; (ii) liquid alternative trading strategies; and (iii) public and private healthcare strategies. Broker-dealer capital and related trading strategies include capital investments in the Company's broker-dealers as well as securities finance and special purpose acquisition company trading strategies to grow liquidity and returns within operating businesses. Much of the Company's public and private healthcare strategies and liquid alternative trading strategies portfolios are invested alongside the Company's investment management clients. The Company's liquid alternative trading strategies include merger arbitrage and activist fund strategies. In addition, from time to time, the Company makes investments in private capital raising transactions of its investment banking clients.

The Company allocates capital to Asset Co's private investments. Asset Co's private investments include the Company's investment in Italian wireless broadband provider Linkem, private equity funds Formation8 and Eclipse and legacy real estate investments.

As of December 31, ~~2021~~2022, the Company's invested capital amounted to a net value of $~~856~~911.02 million (supporting a long market value of $~~693~~1,048.51 million), representing approximately 8486% of Cowen's stockholders' equity presented in accordance with US GAAP. The table below presents the Company's invested equity capital by strategy and as a percentage of Cowen's stockholders' equity as of December 31, 2021. The total net values presented in the table below do not tie to Cowen's consolidated statement of financial condition as of December 31, 2021 because they represent only some of the line items in the accompanying consolidated statement of financial condition.

Strategy	Net Value		% of Stockholders' Equity
	(dollars in millions)
Op Co
Broker-dealer capital and related trading	$	600.8	59%
Public and Private Healthcare	37.1		4%
Liquid Alternative Trading	83.8		8%
Other	13.1		1%
Asset Co
Private Investments	121.2		12%
Total	856.0		84%
Cowen Inc. Stockholders' Equity	$	1,015.9

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stockholders' equity as of December 31, 2022. The total net values presented in the table below do not tie to Cowen's consolidated statement of financial condition as of December 31, 2022 because they represent only some of the line items in the accompanying consolidated statement of financial condition.


Strategy	Net Value		% of Stockholders' Equity
	(dollars in millions)
Op Co
Broker-dealer capital and related trading	$	713.2	67.0%
Public and Private Healthcare	32.1		3.0%
Liquid Alternative Trading	66.2		6.2%
Other	17.0		1.6%
Asset Co
Private Investments	82.7		7.8%

Total	911.2		85.6%
Cowen Inc. Stockholders' Equity	$	1,064.2

The allocations shown in the table above will change over time.

Results of Operations

To provide comparative information of the Company's operating results for the periods presented, a discussion of Economic Income (Loss) (which is a non-GAAP measure) of our Op Co and Asset Co segments follows the discussion of our total consolidated US GAAP results.

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Year Ended December 31, 2022 Compared with Year Ended December 31, 2021

Consolidated Statements of Operations

Year Ended December 31,

Period to Period

2021

2020

$ Change

% Change

2022

2021

$ Change

% Change

(dollars in thousands)

Revenues

Investment banking

1494,~~067,162~~842

~~769~~1,~~486~~067,162

~~297~~(572,~~676~~320)

39(54)

Brokerage

~~585~~592,~~162~~292

~~524~~585,~~361~~162

607,~~801~~130

121

Investment income (loss)

Securities principal transactions, net

~~122~~112,~~110~~829

~~124~~122,~~667~~110

(29,~~557~~281)

(28)

Portfolio fund principal transactions, net

~~338~~(4,442)

~~20,434~~338

(204,~~096~~780)

(981,414)

Carried interest allocations

5(31,~~059~~555)

595,~~250~~059

(5436,~~191~~614)

(91724)

Total investment income (loss)

~~127~~76,~~507~~832

~~204~~127,~~351~~507

(7650,~~844~~675)

(3840)

Management fees

7266,~~287~~670

4772,~~515~~287

24(5,~~772~~617)

52(8)

Incentive income

~~2,732~~646

~~592~~2,732

(2,~~140~~086)

NM(76)

Interest and dividends

~~219~~312,~~292~~134

~~187~~219,~~459~~292

3192,~~833~~842

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Insurance and reinsurance premiums

3936,~~631~~522

3039,~~147~~631

9(3,~~484~~109)

31(8)

Other revenues, net

57,~~211~~010

105,~~503~~211

(51,~~292)~~799

~~(50)~~35

Consolidated Funds revenues

(649,~~185~~225)

(186,~~488~~185)

12(43,~~303~~040)

(67696)

Total revenues

21,~~112~~537,~~799~~723

12,~~755~~112,~~926~~799

~~356~~(575,~~873~~076)

20(27)

Interest and dividends expense

~~211~~259,~~387~~126

~~187~~211,~~725~~387

2347,~~662~~739

1323

Total net revenues

1,~~901~~278,~~412~~597

1,~~568~~901,~~201~~412

~~333~~(622,~~211~~815)

21(33)

Expenses

Employee compensation and benefits

1771,~~046,371~~386

~~860~~1,~~531~~046,371

~~185~~(274,~~840~~985)

22(26)

Insurance and reinsurance claims, commissions and amortization of deferred acquisition costs

33(12,~~938~~260)

33,~~905~~938

33(46,198)

—(136)

Operating, general, administrative and other expenses

~~430~~424,~~250~~470

~~369~~430,~~840~~250

60(5,~~410~~780)

16(1)

Depreciation and amortization expense

1927,~~004~~725

2219,~~677~~004

(38,~~673)~~721

~~(16)~~46

Consolidated Funds expenses

~~630~~248

~~5,409~~630

(~~4,779~~382)

(8861)

Total expenses

1,~~530~~211,~~193~~569

1,~~292~~530,~~362~~193

~~237~~(318,~~831~~624)

18(21)

Other income (loss)

Net gains (losses) on other investments

359,~~494~~613

1835,~~879~~494

16(25,~~615~~881)

88(73)

Bargain purchase gain, net of tax

~~3,855~~—

—3,855

(3,855)

Gain/(loss) on debt extinguishment

~~(4,538)~~—

2(4,~~719~~538)

(74,~~257)~~538

Total other income (loss)

349,~~811~~613

2134,~~598~~811

13(25,~~213~~198)

61(72)

Income (loss) before income taxes

~~406~~76,~~030~~641

~~297~~406,~~437~~030

~~108~~(329,~~593~~389)

37(81)

Income tax expense (benefit)

~~102~~10,~~039~~786

90102,~~373~~039

11(91,~~666~~253)

13(89)

Net income (loss)

~~303~~65,~~991~~855

~~207~~303,~~064~~991

96(238,~~927~~136)

47(78)

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds

8(10,~~380~~603)

(98,~~299)~~380

17(18,~~679~~983)

(~~190~~227)

Net income (loss) attributable to Cowen Inc.

~~295~~76,~~611~~458

~~216~~295,~~363~~611

79(219,~~248~~153)

37(74)

Preferred stock dividends

6,792

—

Net income (loss) attributable to Cowen Inc. common stockholders

~~288~~69,~~819~~666

~~209~~288,~~571~~819

79(219,~~248~~153)

38(76)

Revenues

Investment Banking

Investment banking revenues ~~increased~~decreased $~~297~~572.74 million to $~~1,067~~494.28 million for the year ended December 31, ~~2021~~2022 compared with $~~769~~1,067.52 million in the prior year period. During the year ended December 31, ~~2021~~2022, the Company completed ~~190~~48 underwriting transactions, ~~159~~and 138 strategic advisory transactions, ~~and~~including 2023 debt capital markets transactions. During the year ended December 31, ~~2020~~2021, the Company completed ~~165~~190 underwriting transactions, 74159 strategic advisory transactions and 1220 debt capital markets transactions.

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Brokerage

Brokerage revenues increased $607.81 million to $~~585~~592.23 million for the year ended December 31, ~~2021~~2022 compared with $~~524~~585.42 million in the prior year period. This was attributable to anincreases ~~increase~~ in ~~Institutional~~Options, ~~Brokerage~~Non-USD, ~~primarily~~and ~~Cash,~~Prime ~~Special~~Services ~~Situations,~~commission ~~and~~offset ~~Non-Dollar~~by ~~commission~~decreases ~~revenue~~in Special Situations commissions. Customer trading volumes across the industry (according to Bloomberg) increased 45% for the year ended December 31, ~~2021~~2022 compared to the prior year ~~period~~.

Investment Income (loss)

Securities principal transactions, net

Securities principal transactions, net decreased $29.63 million to $~~122~~112.18 million for the year ended December 31, ~~2021~~2022 compared with $~~124~~122.71 million in the prior year period. The decrease in securities principal transactions, net was primarily attributable to athe decrease in event strategy market making activity and unrealized losses of our ~~merchant~~Linkem ~~banking~~investment ~~investments~~driven asby ~~prior~~lower ~~period~~projected ~~included~~future acash ~~positive~~flows ~~mark~~and toa ~~market~~decline ofin ~~our~~market ~~Nikola~~value ~~investment~~of comparables offset partially by ana ~~increase~~mark-to-market ingain ~~our~~on ~~swaps~~an ~~business~~interest asrate ~~the~~swap ~~Company~~used ~~added~~to ~~both~~offset ~~additional~~interest ~~clients~~on floating-rate debt and ~~increased~~an ~~activity~~increase ~~with~~in ~~existing~~the ~~clients~~value of our investments in our digital business.

Portfolio fund principal transactions, net

Portfolio fund investment income (loss) decreased $204.17 million to a loss of $04.34 million for the year ended December 31, ~~2021~~2022 compared with $200.43 million in the prior year period. The decrease is primarily related to ~~public~~losses ~~positions~~ in ~~our~~merchant ~~healthcare~~banking, ~~fund~~private investments. as well as our activist investments.

Carried interest allocations

Carried interest allocations decreased $5436.27 million to a loss of $531.16 million for the year ended December 31, ~~2021~~2022 compared with an income of $595.31 million in the prior year period. The primary driver of the decrease was a decrease in allocations from our ~~healthcare~~sustainable funds ~~offset~~partially ~~only~~as ~~partially~~well ~~from~~as ana ~~increase~~decrease in allocations from our ~~sustainable~~healthcare funds.

Management Fees

Management fees ~~increased~~decreased $245.86 million to $7266.37 million for the year ended December 31, ~~2021~~2022 compared with $4772.53 million in the prior year period. This ~~increase~~decrease isin management fees was primarily related to ~~our~~management ~~healthcare~~fees ~~and~~earned ~~sustainable~~from new investors entering the Cowen Sustainable funds in the first quarter of 2021 when, during the quarter, the fund had multiple capital raises as well as a decrease in fees from the Cowen Healthcare investments ~~businesses~~funds.

Incentive Income

Incentive income ~~increased~~decreased $2.1 million to $20.76 million for the year ended December 31, ~~2021~~2022 compared with $2.7 million in the prior year period. This ~~increase~~decrease was related to lower income earned in our Ramius Merger Fund LLC. Due to revenue recognition accounting standards, ~~effective January 1, 2018,~~ the Company recognizes the majority of incentive income allocated to the Company as carried interest allocations, included in investment income (loss).

Interest and Dividends

Interest and dividends increased $3192.8 million to $~~219~~312.31 million for the year ended December 31, ~~2021~~2022 compared with $~~187~~219.53 million in the prior year period. ~~Interest~~The increase in interest and dividends ~~amounts~~is ~~are~~ primarily attributable to dividends receivable from event strategy market making activity and securities finance activity. The increase in the securities finance activity is due to higher customer demand which has created more matched book opportunities for international securities.

Insurance and Reinsurance Premiums

Insurance and reinsurance premiums ~~increased~~decreased $93.51 million to $3936.65 million for the year ended December 31, ~~2021~~2022 compared with $3039.16 million in the prior year period. This ~~increase~~decrease is driven by ~~$8.8~~a ~~million~~decrease ofin premiums ~~from~~(net ~~the~~of ~~insurance~~reinsurance) ~~entity~~in ~~acquired~~Cowen inRe. ~~the~~and ~~first~~run-off ~~quarter~~premium ofadjustments ~~2021~~from ~~and~~Kelvin aRe ~~small~~Limited offset by an increase in net premiums from ~~our~~Cowen ~~reinsurance~~Insurance ~~entity~~Company.

Other Revenues, net

Other revenues ~~decreased~~increased $51.38 million to $57.20 million for the year ended December 31, ~~2021~~2022 compared with $~~10.~~5.2 million in the prior year period. This primarily related to foreign currency exchange rate fluctuations from our ~~non~~Non-~~USD~~US Dollar transactions.

Consolidated Funds Revenues

Consolidated Funds revenues ~~increased~~decreased $1243.30 million to a loss of $649.2 million for the year ended December 31, ~~2021~~2022 compared with a loss of $186.52 million in the prior year period. The ~~increase~~decrease is due to the losses ~~in the prior period~~ related to the UCITS fund as the merger strategy experienced significant challenges in Q1 2020. The UCITS fund was deconsolidated during the second quarter of 2020. Losses remaining during the year ended 2021 are primarily related to the Enterprise LP fund primarily driven by ~~foreign~~unrealized ~~revaluation~~losses of our Linkem investment. Wedriven ~~have~~by ~~offset~~lower ~~this~~projected ~~revaluation~~future ~~risk~~cash ~~outside~~flows ~~the~~and ~~fund~~a ~~with~~decline ~~foreign~~in ~~forwards~~market value of comparables. The amounts shown under Consolidated Funds reflect the consolidated total performance for such ~~investment funds, and the portion of those gains or losses that are attributable to other investors is allocated to non-controlling interests.~~

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investment funds, and the portion of those gains or losses that are attributable to other investors is allocated to non-controlling interests.

Interest and Dividends Expense

Interest and dividends expense increased $2347.7 million to $~~211~~259.41 million for the year ended December 31, ~~2021~~2022 compared with $~~187~~211.74 million in the prior year period. Interest and dividends amounts are primarily attributable to securities finance activities. There was an increase in the securities finance activity due to higher customer demand which has created more matched book opportunities for international securities.

Expenses

Employee Compensation and Benefits

Employee compensation and benefits expenses ~~increased~~decreased $~~185~~275.90 million to $~~1,046~~771.4 million for the year ended December 31, ~~2021~~2022 compared with $~~860~~1,046.54 million in the prior year period. The ~~increase~~decrease is primarily due to $~~356~~575.91 million ~~higher~~lower total revenues as well as ana ~~increase~~decrease of $1325.2 million in ~~other~~net ~~income~~gains (~~loss~~losses) on other investments during ~~2021~~2022 as compared to ~~2020~~2021 and thus resulting in a ~~higher~~lower compensation and benefits accrual. The compensation to revenue ratio, including ~~other~~net ~~income~~gains (~~loss~~losses), on other investments was 49.9% for the year ended December 31, ~~2021~~2022, compared with 48.7% in the prior year period.

Insurance and Reinsurance Claims and Commissions

Insurance and reinsurance-related expenses ~~remained~~decreased ~~fairly~~$46.2 ~~flat~~million atto a benefit of $3312.93 million for the year ended December 31, ~~2021~~2022 compared with $33.9 million the prior year period. AnThe ~~increase~~decrease ofwas ~~$6.5~~caused, ~~million~~in ofthe ~~such~~main, ~~expenses~~by ~~from~~a anreduction ~~acquired~~in ~~insurance~~the ~~company~~overall ~~was~~claims ~~offset~~provision realized by aKelvin ~~corresponding~~Re ~~decrease in reinsurance-related expenses~~Limited.

Operating, General, Administrative and Other Expenses

Operating, general, administrative and other expenses ~~increased~~decreased $~~60.~~5.8 million to $~~430~~424.35 million for the year ended December 31, ~~2021~~2022 compared with $~~369~~430.83 million in the prior year period. The ~~increase~~decrease is primarily related to ~~higher~~the ~~brokerage~~fair ~~and~~market ~~trade~~value ~~execution~~adjustments ~~costs due~~ to ~~higher~~the ~~brokerage~~contingent ~~and~~consideration ~~investment~~liabilities ~~banking~~for ~~revenues~~previous acquisitions as well as ana ~~increase~~decrease in ~~professional,~~underwriting ~~advisory and other~~ fees.

Depreciation and Amortization Expenses

Depreciation and amortization expenses ~~decreased~~increased $38.7 million to $1927.07 million for the year ended December 31, ~~2021~~2022 compared with $2219.70 million in the prior year period. The ~~decrease~~increase is primarily related to ~~certain~~two ~~intangible~~acquisitions ~~assets~~which ~~being~~closed ~~fully~~during ~~amortized in the first quarter of~~ 2021.

Consolidated Funds Expenses

Consolidated Funds expenses decreased $40.84 million to $0.62 million for the year ended December 31, ~~2021~~2022 compared with $50.46 million in the prior year period. During ~~The~~the ~~decrease~~first isquarter ~~due~~of to2022, the ~~deconsolidation~~Company ofdeconsolidated ~~one~~Cowen Private Investments LP as the fund ~~during~~was liquidated. During the first quarter of 2021, ~~and~~the ~~two~~Company indeconsolidated ~~2020~~Cowen Sustainable Investments I, LP due to the Company's ownership being diluted through a capital equalization event. The amounts shown under Consolidated Funds reflect the consolidated total performance for such investment funds, and the portion of those gains or losses that are attributable to other investors is allocated to non-controlling interests.

Other Income (Loss)

Other income (loss) ~~increased~~decreased $1325.2 million to $349.86 million for the year ended December 31, ~~2021~~2022 compared with $2134.68 million in the prior year period. The ~~increase~~decrease in other income (loss), which primarily represents our equity method investments, was primarily attributable to ana ~~impairment~~decrease ~~of $11.3 million occurring~~ in ~~2020 as well as an increase in~~ performance in our activist investments and also the bargain purchase gain on an acquisition from the first quarter of 2021, offset partially by a loss on debt extinguishment.

Income Taxes

Income tax expense ~~increased~~decreased $1191.62 million to $~~102~~10.08 million for the year ended December 31, ~~2021~~2022 compared with $90102.40 million in the prior year period. This change is primarily attributable to the ~~increase~~utilization of tax credits and the change in the Company’s income before income taxes in ~~2021~~2022 compared to ~~2020~~2021.

Net Income (Loss) Attributable to Non-controlling Interests

Net income (loss) attributable to non-controlling interests ~~increased~~decreased $1719.70 million to a loss of $810.46 million for the year ended December 31, ~~2021~~2022 compared with aincome ~~loss~~ of $98.34 million in the prior year period. The ~~increase~~decrease ~~was~~is ~~primarily~~due to the ~~result~~ losses inrelated the ~~first~~Enterprise ~~half~~LP fund primarily driven by unrealized losses of ~~2020~~our ~~related~~Linkem toinvestment ~~weaker~~driven ~~performance~~by inlower ~~the~~projected ~~UCITS~~future ~~fund,~~cash ~~which~~flows ~~was~~and ~~deconsolidated~~a ~~during~~decline ~~the~~in ~~second~~market ~~quarter~~value of ~~2020~~comparables. asThese ~~well~~losses asare ~~increased~~offset ~~income~~only ~~allocated~~partially by gains related to higher valuation in the ~~merchant~~Company's ~~SPVs~~digital investment. Non-controlling interests represent the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities.

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Preferred Stock Dividends

On May 19, 2015, the Company completed its offering of 120,750 shares of the Company's 5.625% Series A cumulative perpetual convertible preferred stock. Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum. The Company may, at its option, pay dividends in cash, common stock or a combination thereof. The Company accrued $6.8 million preferred stock dividends for the periods ended December 31, ~~2021~~2022, ~~2020,~~2021 and ~~2019~~2020, respectively.

Year Ended December 31, 2021 Compared with the Year Ended December 31, 2020

	Consolidated Statements of Operations
	Year Ended December 31,				Period to Period
	2020		2019		$ Change		% Change
	2021		2020		$ Change		% Change
	(dollars in thousands)
Revenues
Investment banking	$	~~769~~1,~~486~~067,162	$	~~375~~769,~~025~~486	$	~~394~~297,~~461~~676	~~105~~39	%
Brokerage	~~524~~585,~~361~~162		~~389~~524,~~047~~361		~~135~~60,~~314~~801		3512	%
Investment income (loss)
Securities principal transactions, net	~~124~~122,~~667~~110		39124,~~289~~667		85(2,~~378~~557)		~~217~~(2)	%
Portfolio fund principal transactions, net	~~20,434~~338		1220,~~060~~434		8(20,~~374~~096)		69(98)	%
Carried interest allocations	595,~~250~~059		1859,~~505~~250		40(54,~~745~~191)		~~220~~(91)	%
Investment income (loss)	~~204~~127,~~351~~507		69204,~~854~~351		~~134~~(76,~~497~~844)		~~193~~(38)	%
Management fees	4772,~~515~~287		3247,~~608~~515		1424,~~907~~772		4652	%
Incentive income	~~592~~2,732		~~1,547~~592		~~(955)~~2,140		~~(62)~~361	%
Interest and dividends	~~187~~219,~~459~~292		~~174~~187,~~913~~459		1231,~~546~~833		717	%
Reinsurance premiums	3039,~~147~~631		4630,~~335~~147		~~(16~~9,~~188)~~484		~~(35)~~31	%
Other revenues, net	105,~~503~~211		610,~~069~~503		4(5,~~434~~292)		73(50)	%
Consolidated Funds revenues	(186,~~488~~185)		68(18,~~172~~488)		~~(86~~12,~~660)~~303		(~~127~~67)	%
Total revenues	12,~~755~~112,~~926~~799		1,~~163~~755,~~570~~926		~~592,~~356,873		5120	%
Interest and dividends expense	~~187~~211,~~725~~387		~~168~~187,~~628~~725		1923,~~097~~662		1113	%
Total net revenues	1,~~568~~901,~~201~~412		~~994~~1,~~942~~568,201		~~573~~333,~~259~~211		5821	%
Expenses
Employee compensation and benefits	~~860~~1,~~531~~046,371		~~535~~860,~~772~~531		~~324~~185,~~759~~840		6122	%
Reinsurance claims, commissions and amortization of deferred acquisition costs	33,~~905~~938		4433,~~070~~905		~~(10,165)~~33		~~(23)~~—	%
Operating, general, administrative and other expenses	~~369~~430,~~840~~250		~~335~~369,~~499~~840		3460,~~341~~410		1016	%
Depreciation and amortization expense	2219,~~677~~004		2022,~~460~~677		2(3,~~217~~673)		11(16)	%
Goodwill impairment	—		4,100		(4,100)		NM
Consolidated Funds expenses	630		5,409		(4,779)		(88)	%
Consolidated Funds expenses	5,409		8,963		(3,554)		(40)	%
Total expenses	1,530,193		1,292,362		237,831		18	%
Total expenses	1,292,362		948,864		343,498		36	%
Other income (loss)
Net gains (losses) on other investments	1835,~~879~~494		2418,~~645~~879		(516,~~766)~~615		~~(23)~~88	%
Gain/(loss) on debt extinguishment	2,719		—		2,719		NM
Bargain purchase gain, net of tax	3,855		—		3,855		NM
Total other income (loss)	21,598		24,645		(3,047)		(12)	%
Gain/(loss) on debt extinguishment	(4,538)		2,719		(7,257)		NM
Income (loss) before income taxes	297,437		70,723		226,714		321	%
Total other income (loss)	34,811		21,598		13,213		61	%
Income tax expense (benefit)	90,373		14,853		75,520		508	%
Income (loss) before income taxes	406,030		297,437		108,593		37	%
Net income (loss)	207,064		55,870		151,194		271	%
Income tax expense (benefit)	102,039		90,373		11,666		13	%
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds	(9,299)		31,239		(40,538)		(130)	%
Net income (loss)	303,991		207,064		96,927		47	%
Net income (loss) attributable to Cowen Inc.	216,363		24,631		191,732		778	%
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds	8,380		(9,299)		17,679		(190)	%
Net income (loss) attributable to Cowen Inc.	295,611		216,363		79,248		37	%
Preferred stock dividends	6,792		6,792		—		—	%
Net income (loss) attributable to Cowen Inc. common stockholders	$	~~209~~288,~~571~~819	$	17209,~~839~~571	$	~~191~~79,~~732~~248	~~1,075~~38	%

Revenues

Investment Banking

Investment banking revenues increased $~~394~~297.57 million to $~~769~~1,067.52 million for the year ended December 31, ~~2020~~2021 compared with $~~375~~769.05 million in the prior year period. During the year ended December 31, ~~2020~~2021, the Company completed ~~165~~190 underwriting transactions, 159 strategic advisory transactions and 20 debt capital markets transactions. During the year ended

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~~underwriting transactions, 74 strategic advisory transactions and 12 debt capital markets transactions. During the year ended~~ December 31, ~~2019~~2020, the Company completed ~~126~~165 underwriting transactions, 4874 strategic advisory transactions and 1412 debt capital markets transactions.

Brokerage

Brokerage revenues increased $~~135~~60.48 million to $~~524~~585.42 million for the year ended December 31, ~~2020~~2021 compared with $~~389~~524.04 million in the prior year period. This was attributable to an increase in Institutional Brokerage, primarily Cash, ~~Options~~Special Situations, and ~~Electronic~~Non-Dollar ~~Trading~~ commission revenue ~~and an increase in Institutional Services, primarily Prime Brokerage~~. Customer trading volumes across the industry (according to Bloomberg) increased 564% for the year ended December 31, ~~2020~~2021 compared to the prior year period.

Investment Income (~~Loss~~loss)

~~Principal~~Securities principal transactions, net

~~Principal~~Securities principal transactions, net ~~increased~~decreased $852.36 million to $~~124~~122.71 million for the year ended December 31, ~~2020~~2021 compared with $39124.37 million ~~for~~in the prior year ~~ended~~period. ~~December~~The ~~31,~~decrease ~~2019.~~in ~~This~~securities principal transactions, net was primarily attributable to ana ~~increase~~decrease in ~~trading~~our ~~activity~~merchant ~~due~~banking toinvestments ~~new~~as ~~line~~prior ofperiod ~~business~~included ~~within~~a ~~the~~positive ~~Event~~mark ~~Driven~~to ~~and~~market ~~Securities~~of ~~Finance~~our ~~businesses~~Nikola ~~and~~investment offset partially by an increase in our swaps business as the Company added both additional clients and increased activity with existing clients.

Portfolio fund ~~investment~~principal ~~income~~transactions, ~~(loss)~~net

Portfolio fund investment income (loss) ~~increased~~decreased $820.41 million to $200.43 million for the year ended December 31, ~~2020~~2021 compared with $1220.14 million in the prior year period. The ~~increase~~decrease is primarily related to public positions in our healthcare fund investments.

Carried interest allocations

Carried interest allocations ~~increased~~decreased $4054.82 million to $595.31 million for the year ended December 31, ~~2020~~2021 compared with $1859.53 million in the prior year period. The primary driver of the ~~increase~~decrease was a decrease in allocations from our healthcare funds offset only partially from an increase in allocations from our ~~healthcare~~sustainable funds.

Management Fees

Management fees increased $1424.98 million to $4772.53 million for the year ended December 31, ~~2020~~2021 compared with $3247.65 million in the prior year period. This increase is primarily related to ~~the healthcare royalty business,~~ our healthcare ~~investments business~~ and ~~our~~ sustainable investments ~~business~~businesses.

Incentive Income

Incentive income ~~decreased~~increased $02.91 million to $02.67 million for the year ended December 31, ~~2020 compared with $1~~2021.5 ~~million in the prior year period.~~ This ~~decrease~~increase iswas ~~primarily~~ related to ~~the~~income ~~merger~~earned ~~arbitrage~~in ~~business~~our Merger Fund. Due ~~Revenue~~to revenue recognition standards, effective January 1, 2018, ~~require~~ the Company torecognizes ~~recognize~~ the majority of incentive income allocated to the Company as ~~net~~carried ~~gains~~interest ~~(losses) on securities~~allocations, ~~derivatives~~included ~~and~~in ~~other~~investment ~~investments or as incentive~~ income ~~when the fees are no longer subject to reversal or are crystallized~~(loss).

Interest and Dividends

Interest and dividends increased $1231.68 million to $~~187~~219.53 million for the year ended December 31, ~~2020~~2021 compared with $~~174~~187.95 million in the prior year period. Interest and dividends amounts are primarily attributable to securities finance activity. The increase in the securities finance activity is due to higher customer demand which has created more matched book opportunities for international securities.

Insurance and Reinsurance Premiums

~~Reinsurance~~Insurance and reinsurance premiums ~~decreased~~increased $169.25 million to $3039.16 million for the year ended December 31, ~~2020~~2021 compared with $4630.31 million in the prior year period. This ~~decrease~~increase is ~~because~~driven ~~premiums~~by ~~from~~$8.8 ~~policies~~million ~~that~~of ~~were not renewed in 2020 outweighed~~ premiums from ~~new~~the ~~policies~~insurance entity acquired in ~~2020~~the ~~and~~first ~~because~~quarter of ~~lower~~2021 ~~activity~~and ina ~~certain~~small ~~existing~~increase ~~contracts~~from ~~due~~our toreinsurance ~~COVID-19~~entity.

Other Revenues, net

Other revenues ~~increased~~decreased $45.43 million to $~~10.~~5.2 million for the year ended December 31, ~~2020~~2021 compared with $610.15 million in the prior year period. This primarily related to foreign currency exchange rate fluctuations from our Non-US Dollar transactions.

Table of Contents

Consolidated Funds Revenues

Consolidated Funds revenues ~~decreased~~increased $8612.73 million to a loss of $186.52 million for the year ended December 31, ~~2020~~2021 compared with a loss of $6818.25 million in the prior year period. The ~~decrease~~increase ~~was~~is ~~primarily~~due ~~driven~~to bythe ~~large~~losses ~~gains~~ in ~~our~~the ~~Healthcare~~prior ~~funds~~period inrelated ~~2019~~to ~~and~~the ~~was~~UCITS ~~slightly~~fund upas the merger strategy experienced significant challenges in Q1 2020. The ~~other~~UCITS ~~driver~~fund was ~~our~~deconsolidated ~~UCITS~~during the second quarter of 2020. Losses remaining during the year ended 2021 are primarily related to the Enterprise LP fund ~~which~~primarily ~~was~~driven ~~deconsoldiated~~by inforeign ~~2020~~revaluation of our Linkem investment. We have offset this revaluation risk outside the fund with

~~Interest and Dividends Expenses~~47

~~Interest~~Table ~~and~~of dividends expense increased $19.1 million to $187.7 million for the year ended December 31, 2020 compared with $168.6 million in the prior year period. Interest and dividends amounts are primarily attributable to securities finance activities. There was an increase in the securities finance activity due to higher customer demand which has created more matched book opportunities for international securities.Contents

foreign forwards. The amounts shown under Consolidated Funds reflect the consolidated total performance for such investment funds, and the portion of those gains or losses that are attributable to other investors is allocated to non-controlling interests.

Interest and Dividends Expense

Interest and dividends expense increased $23.7 million to $211.4 million for the year ended December 31, 2021 compared with $187.7 million in the prior year period. Interest and dividends amounts are primarily attributable to securities finance activities. There was an increase in the securities finance activity due to higher customer demand which has created more matched book opportunities for international securities.

Expenses

Employee Compensation and Benefits

Employee compensation and benefits expenses increased $~~324~~185.79 million to $~~860~~1,046.54 million for the year ended December 31, ~~2020~~2021 compared with $~~535~~860.85 million in the prior year period. The increase is primarily due to $~~573~~356.9 million higher total revenues as well as an increase of $1513.42 million in other income (loss) during ~~2020~~2021 as compared to ~~2019~~2020 and thus resulting in a higher compensation and benefits accrual. The compensation to revenue ratio, including other income (loss), was 4849% for the year ended December 31, ~~2020~~2021, compared with 4548% in the prior year period.

Insurance and Reinsurance Claims and Commissions

~~Reinsurance~~Insurance and reinsurance-related expenses ~~decreased~~remained ~~$10.2~~fairly ~~million~~flat toat $33.9 million for the year ended December 31, ~~2020~~2021 compared with ~~$44.1 million in~~ the prior year period. ~~This~~An ~~decrease~~increase isof ~~due~~$6.5 tomillion ~~fewer~~of ~~policies~~such inexpenses ~~force~~from ~~during~~an ~~2020~~acquired ~~compared~~insurance tocompany ~~2019~~was ~~partially~~ offset by a ~~higher~~corresponding ~~loss~~decrease ~~ratio~~in reinsurance-related expenses.

Operating, General, Administrative and Other Expenses

Operating, general, administrative and other expenses increased $3460.35 million to $~~369~~430.83 million for the year ended December 31, ~~2020~~2021 compared with $~~335~~369.58 million in the prior year period. The increase is primarily related to higher brokerage and trade execution costs ~~as well as higher underwriting fees,~~ due to higher brokerage and investment banking revenues, ~~offset~~as ~~only~~well ~~partially~~as byan ~~decreased~~increase ~~marketing~~in ~~and~~professional, ~~business~~advisory ~~development expenses~~ and ~~occupancy~~other ~~costs~~fees.

Depreciation and Amortization Expenses

Depreciation and amortization expenses ~~increased~~decreased $23.27 million to $2219.70 million for the year ended December 31, ~~2020~~2021 compared with $2022.57 million in the prior year period. The ~~increase~~decrease is primarily related to ancertain ~~increase in tangible and~~ intangible assets ~~related~~being tofully ~~software~~amortized ~~purchases~~in ~~and~~the ~~recent~~first ~~acquisitions~~quarter of 2021.

Consolidated Funds Expenses

Consolidated Funds expenses decreased $34.68 million to $50.46 million for the year ended December 31, ~~2020~~2021 compared with $95.04 million in the prior year period. The decrease is due to the deconsolidation of one fund during 2021 and two in 2020. The amounts shown under Consolidated Funds reflect the consolidated total performance for such investment funds, ~~during~~and ~~2020~~the portion of those gains or losses that are attributable to other investors is allocated to non-controlling interests.

Other Income (Loss)

Other income (loss) ~~decreased~~increased $313.02 million to $2134.68 million for the year ended December 31, ~~2020~~2021 compared with $2421.6 million in the prior year period. The increase ~~primarily~~in ~~relates~~other toincome an(loss), ~~increase~~which inprimarily ~~performance~~represents inour ~~the~~equity ~~Company's~~method ~~own invested capital~~investments, was primarily ~~Cowen~~attributable ~~Healthcare~~to ~~(the~~an ~~healthcare~~impairment ~~investment~~of ~~strategy), and our activist strategy~~$11.3 ~~The~~million ~~gains~~occurring ~~and~~in ~~losses~~2020 ~~shown~~as ~~under~~well ~~Consolidated~~as ~~Funds~~an ~~reflect~~increase ~~the~~in ~~consolidated total~~ performance ~~for~~in ~~such~~our ~~investment~~activist ~~funds,~~investments and also the ~~portion~~bargain ofpurchase ~~those~~gain ~~gains~~on oran ~~losses~~acquisition ~~that~~from ~~are~~the ~~attributable~~first toquarter ~~other~~of ~~investors~~2021, isoffset ~~allocated~~partially toby ~~non-controlling~~a ~~interests~~loss on debt extinguishment.

Income Taxes

Income tax expense increased $7511.56 million to $90102.40 million for the year ended December 31, ~~2020~~2021 compared with ~~an income tax expense of~~ $1490.94 million in the prior year period. This change is primarily attributable to the ~~change~~increase in the Company’s income before income taxes ~~for~~in ~~the~~2021 ~~respective~~compared ~~periods~~to 2020.

Net Income (Loss) Attributable to Non-controlling Interests

Net income (loss) attributable to non-controlling interests ~~decreased~~increased $4017.57 million to ~~a loss of~~ $98.34 million for the year ended December 31, ~~2020~~2021 compared with ~~income~~a loss of $319.23 million in the prior year period. The ~~decrease~~increase was primarily the result oflosses ain ~~decrease~~the infirst ~~income~~half ~~earned~~of ~~from~~2020 ~~our~~related ~~Cowen~~to ~~Private~~weaker performance in the UCITS fund, aswhich ~~2019~~was ~~had~~deconsolidated aduring ~~large~~the ~~amount~~second quarter of ~~positive~~2020 ~~realizations~~as ~~and~~well ~~the~~as ~~fund~~increased ~~continues~~income allocated to ~~wind~~the ~~down~~merchant ~~into 2020~~SPVs. Non-controlling Weinterests ~~also~~represent ~~experienced~~the ~~weaker~~pro ~~performance~~rata inshare of the ~~Merger~~income ~~Fund~~or ~~and~~loss ~~UCITS~~of ~~Fund~~the ~~prior~~non-wholly owned consolidated entities attributable to ~~their~~the other owners of such entities.

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deconsolidation in 2020. Non-controlling interests represent the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities.

Preferred Stock Dividends

On May 19, 2015, the Company completed its offering of 120,750 shares of ~~the Company's 5.625%~~ Series A ~~cumulative perpetual convertible preferred stock (the "Series A~~ Convertible Preferred Stock"). Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum. The Company may, at its option, pay dividends in cash, common stock or a combination thereof.

Segment Analysis, Economic Income (Loss) and related components

Economic Income (Loss) and related components

The Company presents supplemental financial measures that are not prepared in accordance with US GAAP. These ~~non~~Non-GAAP financial measures include (i) Pre-tax Economic Income (Loss) (ii) Economic Income (Loss), (iii) Economic Operating Income (Loss), (iv) Economic Proceeds and related components, (v) Net Economic Proceeds and related components, (vi) Economic Expenses and related components and (vii) related per share measures. The Company believes that these ~~non~~Non-GAAP financial measures, viewed in addition to, and not in lieu of, the Company’s reported US GAAP results, provide useful information to investors and analysts regarding its performance and overall results of operations as it presents investors and analysts with a supplemental operating view of the Company’s financials to help better inform their analysis of the Company’s performance.

These Non-GAAP financial measures are an integral part of the Company’s internal reporting to measure the performance of its business segments, allocate capital and other strategic decisions as well as assess the overall effectiveness of senior management. The Company believes that presenting these ~~non~~Non-GAAP measures may provide expanded transparency into the Company’s business operations, growth opportunities and expense allocation decisions.

The Company’s primary ~~non~~Non-GAAP financial measures of profit or loss are Pre-tax Economic Income (Loss), Economic Income (Loss) and Economic Operating Income (Loss). Pre-tax Economic Income (Loss) is a pre-tax measure which (i) includes management reclassifications which the Company believes ~~provides~~provide additional insight on the performance of the Company’s core businesses and divisions; (ii) eliminates the impact of consolidation for Consolidated Funds; and excludes (iii) goodwill and intangible impairment, (iv) certain other transaction-related adjustments and/or reorganization expenses, as well as (v) certain costs associated with debt. Economic Income (Loss) is a similar measure, but after tax, which includes the Company’s income tax expense or benefit calculated on Pre-tax Economic Income (Loss) once all currently available net operating losses have been utilized (this occurred during tax year 2020) and is presented after preferred stock dividends. Economic Operating Income (Loss) is a similar measure to Economic Income (Loss), but before depreciation and amortization expenses. The Company believes that these ~~non~~Non-GAAP financial measures provide analysts and investors transparency into the measures of profit and loss management uses to evaluate the financial performance of and make operating decisions for the segments including determining appropriate compensation levels. Additionally, the measures provide investors and analysts with additional insight into the activities of the Company’s core businesses, taking into account, among other things, the impact of minority investment stakes, securities borrowing and lending activities and expenses from investment banking activities on US GAAP reported results. The Company presents Pre-tax Economic Income (Loss) in addition to Economic Income (Loss) and Economic Operating Income (Loss) to provide insight to investors and analysts on how the Company manages its tax position over time.

In addition to Pre-tax Economic Income (Loss), Economic Income (Loss) and Economic Operating Income (Loss), the Company also presents Economic Proceeds, Net Economic Proceeds, Economic Expenses, as well as their related components. These measures include management reclassifications and the elimination of the impact of the consolidation for Consolidated funds as described above. These adjustments are meant to provide comparability to our peers as well as to provide investors and analysts with transparency into how the Company manages its operating businesses and how analysts and investors review and analyze the Company’s and its peers’ similar lines of businesses. For example, among others, within the Company’s Op Co business segment, investors and analysts typically review and analyze the performance of investment banking revenues net of underwriting expenses and excluding the impact of reimbursable expenses. Additionally, the performance of the Company’s Markets business is typically analyzed as a unit incorporating commissions, interest from securities financing transactions and gains and losses from proprietary and facilitation trading. The Company’s investment management business performance is analyzed and reviewed by investors and analysts through investment income, incentive income and management fees. The presentation of Economic Proceeds, Net Economic Proceeds, Economic Expenses as well as their related components align with these and other examples of how the Company’s business activities and performance are reviewed by analysts and investors in addition to providing simplification related to legacy businesses and investments for which the Company maintains long-term monetization strategies. Additionally, the Company manages its operating businesses to an Economic Compensation-to-Proceeds ratio. Presentation of Economic Compensation Expense and Economic Proceeds provides transparency in addition to the Company’s US GAAP Compensation Expense.

44Reconciliations to comparable US GAAP measures are presented along with the Company’s Non-GAAP financial measures. The Non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other public companies and are not identical to corresponding measures used in our various agreements or public filings.

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ratio. Presentation of Economic Compensation Expense and Economic Proceeds provides transparency in addition to the Company’s US GAAP Compensation Expense.

Reconciliations to comparable US GAAP measures are presented along with the Company’s Non-GAAP financial measures. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other public companies and are not identical to corresponding measures used in our various agreements or public filings.

These Non-GAAP measures should not be considered in isolation or as a substitute for revenue, expenses, income (loss) before income taxes, net income, operating cash flows, investing and financing activities, or other income or cash flow statement data prepared in accordance with US GAAP. As a result of the adjustments made to arrive at these Non-GAAP measures described below, these Non-GAAP measures have limitations in that they do not take into account certain items included or excluded under US GAAP, including its consolidated funds.

For a reconciliation of US GAAP net income (loss) to Pre-tax Economic Income (Loss), Economic Income (Loss) and Economic Operating Income (Loss) for the periods presented and additional information regarding the reconciling adjustments discussed above, see the following section "Reconciliation of US GAAP (Unaudited) to Non-GAAP Measures".

The Company conducts its operations through two segments: Op Co and Asset Co. The Company's principle sources of revenues included in Economic Income (Loss) are derived from activities in the following business segments. The Op Co and Asset Co segments do not conduct inter-segment transactions.

The Op Co segment generates revenue through several principal sources: investment banking revenue, brokerage revenue, management fees, incentive income, and investment income earned from the Company's own capital.

The Asset Co segment generates revenue through management fees, incentive income and investment income from the Company’s own capital.

Year Ended December 31, 2022 Compared with Year Ended December 31, 2021

Total Economic Operating Income (Loss) was $80.5 million for the year ended December 31, 2022, a decrease of $245.9 million compared to Economic Operating Income (Loss) of $326.4 million in the prior year period. Total Economic Income (Loss) was $60.0 million for the year ended December 31, 2022 compared to Economic Income (Loss) of $312.2 million in the prior year period. Total Pre-tax Economic Income (Loss) was $90.3 million for the year ended December 31, 2022, a decrease of $337.9 million compared to Pre-tax Economic Income (Loss) of $428.2 million in the prior year period.

Economic Proceeds included in total Economic Income (Loss) were $1,312.8 million for the year ended December 31, 2022, a decrease of $577.8 million compared to $1,890.6 million in the prior year period. This was primarily related to a decrease in investment banking and incentive fees.

Operating Company Segment

Economic Proceeds



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
	(dollars in thousands)
Economic Proceeds
Investment banking	$	478,184	$	1,025,688	$	(547,504)	(53)	%
Brokerage	719,208		728,525		(9,317)		(1)	%
Management fees	82,681		79,255		3,426		4	%
Incentive income (loss)	(12,678)		34,579		(47,257)		(137)	%
Investment income (loss)	21,226		8,542		12,684		148	%
Other income (loss) economic proceeds	57,299		7,942		49,357		621	%
Total: Economic Proceeds	1,345,920		1,884,531		(538,611)		(29)	%
Economic Interest Expense / (Income)	5,233		23,914		(18,681)		(78)	%
Net Economic Proceeds	$	1,340,687	$	1,860,617	$	(519,930)	(28)	%

Economic Proceeds The Op Co segment economic proceeds included in Economic Income (Loss) were $1,345.9 million for the year ended December 31, 2022, a decrease of $538.6 million compared to $1,884.5 million in the prior year period.

Investment Banking Economic Proceeds decreased $547.5 million to $478.2 million for the year ended December 31, 2022 compared with $1,025.7 million in the prior year period. During the year ended December 31, 2022, the Company completed 48 underwriting transactions and 138 strategic advisory transactions, including 23 debt capital markets transactions. During the year ended December 31, 2021, the Company completed 190 underwriting transactions, 159 strategic advisory transactions and 20 debt capital markets transactions.

Brokerage Economic Proceeds decreased $9.3 million to $719.2 million for the year ended December 31, 2022, compared with $728.5 million in the prior year period. This was attributable to a decrease in Institutional Brokerage, primarily related to a decrease in Special Situations and Cross Asset Trading revenues offset by increases in Options, Non-US Dollar, and ADR revenues. Institutional Services revenues increased, primarily Prime Services and Securities

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Finance. Customer trading volumes across the industry (according to Bloomberg) increased 5% for the year ended December 31, 2022 compared to the prior year.

Management Fees Economic Proceeds for the segment increased $3.4 million to $82.7 million for the year ended December 31, 2022 compared with $79.3 million in the prior year period. This increase in management fees was primarily related to an increase management fees from the Cowen Healthcare investments funds and activist funds offset partially by a decrease in fees when, in the first quarter of 2021, new investors were entering the Cowen Sustainable funds through multiple capital raises.

Incentive Income (Loss) Economic Proceeds for the segment decreased $47.3 million to a loss of $12.7 million for the year ended December 31, 2022 compared with $34.6 million in the prior year period. This decrease was primarily related to a decrease in performance fees from our Cowen Sustainable funds partially offset by an increase in performance fees from our Cowen Healthcare investment funds.

Investment Income (Loss) Economic Proceeds for the segment increased $12.7 million to $21.2 million for the year ended December 31, 2022 compared with $8.5 million in the prior year period. The increase primarily relates to gains from our digital investments and portfolio hedges offset partially by decreases in the performance of investments across most of our strategies including activist, merchant banking, healthcare and merger.

Other Income (Loss) Economic Proceeds for the segment increased $49.4 million to $57.3 million for the year ended December 31, 2022 compared with income of $7.9 million in the prior year period. The increase is primarily driven by an improved insurance result and foreign currency exchange rate gains from our Non-US Dollar transactions.

Economic Interest Expenses / (Income) were $5.2 million for the year ended December 31, 2022, a decrease of expenses of $18.7 million compared with $23.9 million in the prior year period. The 2022 interest expense / (income) includes a gain from a mark-to-market adjustment on an interest rate swap used to offset interest on floating-rate debt.

Net Economic Proceeds were $1,340.7 million for the year ended December 31, 2022, a decrease of $519.9 million compared with $1,860.6 million in the prior year period.

Economic Expenses



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
Economic Expenses	(dollars in thousands)










Employee compensation and benefits	$	772,202	$	1,046,730	$	(274,528)	(26)	%
Non-Compensation Expense	412,192		359,577		52,615		15	%
Depreciation & Amortization	27,702		18,982		8,720		46	%
Non-Controlling Interest	2,314		5,314		(3,000)		(56)	%
Total: Economic Expenses	$	1,214,410	$	1,430,603	$	(216,193)	(15)	%

Economic Expenses were $1,214.4 million for the year ended December 31, 2022, a decrease of $216.2 million compared with $1,430.6 million in the prior year period.

Economic Compensation Expenses were $772.2 million compared to $1,046.7 million in the prior year period. The decrease was due to lower revenues. The economic compensation-to-proceeds ratio increased to 57.4% compared to 55.5% in the prior year period.

Economic Non-compensation Expenses Fixed non-compensation expense increased $11.7 million to $171.8 million for the year ended December 31, 2022 compared with $160.1 million in the prior year period. The increase primarily related to an increase in professional and advisory fees and communication costs. Variable non-compensation expenses which primarily are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities, increased $40.9 million to $240.4 million for the year ended December 31, 2022 compared with $199.5 million in the prior year period. The increase is related to increased client services and business development costs, floor brokerage costs and an increase in costs from our insurance and reinsurance businesses.

Economic Depreciation and Amortization Expenses increased to $27.7 million for the year ended December 31, 2022 compared with $19.0 million in the prior year period. The increase is primarily related to two acquisitions which closed during 2021.

Economic Non-controlling interests decreased by $3.0 million to $2.3 million for the year ended December 31, 2022 compared with $5.3 million in the prior year period. Non-controlling interest represents the portion of the net income or loss attributable to certain non-wholly owned subsidiaries that is allocated to our partners in those subsidiaries.

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Economic Income and Economic Operating Income



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
	(dollars in thousands)


















Pre-tax Economic Income (Loss)	$	126,277	$	430,014	$	(303,737)	(71)	%
Economic income tax expense	32,832		109,654		(76,822)		(70)	%
Preferred stock dividends	5,943		5,841		102		2	%
Economic Income (Loss)	87,502		314,519		(227,017)		(72)	%
Add back: Depreciation and amortization expense, net of taxes	20,500		14,142		6,358		45	%
Economic Operating Income (Loss)	$	108,002	$	328,661	$	(220,659)	(67)	%

Preferred Stock Dividends. On May 19, 2015, the Company completed its offering of 120,750 shares of Series A Convertible Preferred Stock. Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum. The Company may, at its option, pay dividends in cash, common stock or a combination thereof.

Asset Co Segment



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
Economic Proceeds	(dollars in thousands)


Management fees	$	850	$	1,200	$	(350)	(29)	%
Incentive income (loss)	(13,143)		(1,153)		(11,990)		1,040	%
Investment income (loss)	(20,837)		6,014		(26,851)		(446)	%
Other income (loss) economic proceeds	7		(2)		9		(450)	%
Total: Economic Proceeds	(33,123)		6,059		(39,182)		(647)	%
Economic Interest Expense / (Income)	283		3,779		(3,496)		(93)	%
Net Economic Proceeds	$	(33,406)	$	2,280	$	(35,686)	(1,565)	%

Economic Proceeds The Asset Co segment proceeds included in Economic Income (Loss) were a loss of $33.1 million for the year ended December 31, 2022, a decrease of $39.2 million compared with an income of $6.1 million in the prior year period.

Management Fees Economic Proceeds for the segment remained fairly flat for the year ended December 31, 2022 compared with the prior year period.

Incentive Income (Loss) Economic Proceeds for the segment increased the loss by $12.0 million to a loss of $13.1 million for the year ended December 31, 2022 compared with a loss of $1.2 million in the prior year period. This incentive income loss increase was related to a decrease in performance fees from the Company's multi-strategy business.

Investment Income (Loss) Economic Proceeds for the segment decreased $26.8 million to a loss of $20.8 million for the year ended December 31, 2022, compared with income of $6.0 million in the prior year period. The decrease primarily relates to unrealized losses of our Linkem investment driven by lower projected future cash flows and a decline in market value of comparables.

Economic Interest Expenses / (Income) were $0.3 million for the year ended December 31, 2022, a decrease to expenses of $3.5 million compared with an income of $3.8 million in the prior year period. The 2022 interest expense included an allocation of a gain from a mark-to-market adjustment on an interest rate swap used to offset interest on floating-rate debt.

Net Economic Proceeds for the segment were a loss of $33.4 million for the year ended December 31, 2022, compared with income of $2.3 million in the prior year period.

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Economic Expenses



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
	(dollars in thousands)









Economic Expenses
Employee compensation and benefits	$	2,330	$	3,871	$	(1,541)	(40)	%
Non-Compensation Expense	232		187		45		24	%
Depreciation & Amortization	23		22		1		5	%

Total: Economic Expenses	$	2,585	$	4,080	$	(1,495)	(37)	%

Economic Expenses were $2.6 million for the year ended December 31, 2022, a decrease of $1.5 million compared to $4.1 million in the prior year period.

Economic Compensation Expenses were $2.3 million for the year ended December 31, 2022, a decrease of $1.6 million compared to $3.9 million in the prior year period. The decrease was due to lower total economic proceeds related to investment income (loss).

Economic Non-compensation Expenses Fixed non-compensation expense remained consistent for the year ended December 31, 2022 compared with the prior year period. Variable non-compensation expenses, which remained consistent for the year ended December 31, 2022 compared with the prior year period, are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities.

Economic Depreciation and Amortization Expenses remained consistent for the year ended December 31, 2022 compared to the prior year period and relates to costs allocated from general company assets.

Economic Income and Economic Operating Income



	Year Ended December 31,				Total Period-to-Period
	2022		2021		$ Change		% Change
	(dollars in thousands)


















Pre-tax Economic Income (Loss)	$	(35,991)	$	(1,800)	$	(34,191)	1,900	%
Economic income tax expense	(9,358)		(460)		(8,898)		1,934	%
Preferred stock dividends	849		951		(102)		(11)	%
Economic Income (Loss)	(27,482)		(2,291)		(25,191)		1,100	%
Add back: Depreciation and amortization expense, net of taxes	17		16		1		6	%
Economic Operating Income (Loss)	$	(27,465)	$	(2,275)	$	(25,190)	1,107	%

Year Ended December 31, 2021 Compared with Year Ended December 31, 2020

Total Economic Operating Income (Loss) was $326.4 million for the year ended December 31, 2021, a decrease of $9.5 million compared to Economic Operating Income (Loss) of $335.9 million in the prior year period. Total Economic Income (Loss) was $312.2 million for the year ended December 31, 2021 compared to Economic Income (Loss) of $313.2 million in the prior year period. Total Pre-tax Economic Income (Loss) was $428.2 million for the year ended December 31, 2021, an increase of $108.2 million compared to Pre-tax Economic Income (Loss) of $320.0 million in the prior year period.

Economic Proceeds included in total Economic Income (Loss) were $1,890.6 million for the year ended December 31, 2021, an increase of $334.3 million compared to $1,556.3 million in the prior year period. This was primarily related to an increase in investment banking, brokerage revenues and management fees only partially offset by a decrease in investment income (loss) and incentive income.

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Operating Company Segment

Economic Proceeds

	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
	(dollars in thousands)
Economic Proceeds
Investment banking	$	1,025,688	$	729,180	$	296,508	41	%
Brokerage	728,525		652,647		75,878		12	%
Management fees	79,255		58,154		21,101		36	%
Incentive income (loss)	34,579		83,435		(48,856)		(59)	%
Investment income (loss)	8,542		37,786		(29,244)		(77)	%
Other income (loss) economic proceeds	7,942		775		7,167		925	%
Total: Economic Proceeds	1,884,531		1,561,977		322,554		21	%
Economic Interest Expense	23,914		24,519		(605)		(2)	%
Economic Interest Expense / (Income)	23,914		24,519		(605)		(2)	%
Net Economic Proceeds	$	1,860,617	$	1,537,458	$	323,159	21	%

Economic Proceeds The Op Co segment economic proceeds included in Economic Income (Loss) were $1,884.5 million for the year ended December 31, 2021, an increase of $322.5 million compared to $1,562.0 million in the prior year period.

Investment Banking Economic Proceeds increased $296.5 million to $1,025.7 million for the year ended December 31, 2021 compared with $729.2 million in the prior year period. During the year ended December 31, 2021, the Company completed 190 underwriting transactions, 159 strategic advisory transactions and 20 debt capital markets transactions. During the year ended December 31, 2020, the Company completed 165 underwriting transactions, 74 strategic advisory transactions and 12 debt capital markets transactions.

Brokerage Economic Proceeds increased $75.9 million to $728.5 million for the year ended December 31, 2021, compared with $652.6 million in the prior year period. This was attributable to an increase in Institutional Brokerage, primarily Cash, Special Situations, and Non-US Dollar commission revenue. Customer trading volumes across the industry (according to Bloomberg) increased 4% for the year ended December 31, 2021 compared to the prior year period.

Management Fees Economic Proceeds for the segment increased $21.1 million to $79.3 million for the year ended December 31, 2021 compared with $58.2 million in the prior year period. This increase in management fees was primarily related to an increase in management fees from the Cowen Healthcare investments and Cowen Sustainable funds.

Incentive Income (Loss) Economic Proceeds for the segment decreased $48.8 million to $34.6 million for the year ended December 31, 2021 compared with income of $83.4 million in the prior year period. This decrease was primarily related to a decrease in performance fees from our healthcare investments funds.

Investment Income (Loss) Economic Proceeds for the segment decreased $29.3 million to $8.5 million for the year ended December 31, 2021 compared with $37.8 million in the prior year period. The decrease primarily relates to a decrease in performance investments across most of our strategies including healthcare, merchant banking and portfolio hedge.

Other Income (Loss) Economic Proceeds for the segment increased $7.1 million to $7.9 million for the year ended December 31, 2021 compared with income of $0.8 million in the prior year period. The increase comes from a higher insurance result due to the acquisition of an insurance business in the first quarter of the year.

Economic Interest Expenses were $23.9 million for the year ended December 31, 2021, a decrease of $0.6 million compared with $24.5 million in the prior year period.

Net Economic Proceeds were $1,860.6 million for the year ended December 31, 2021, an increase of $323.1 million compared with $1,537.5 million in the prior year period.

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Economic Expenses

	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
Economic Expenses	(dollars in thousands)
	(dollars in thousands)
Economic Expenses
Employee compensation and benefits	$	1,046,730	$	860,753	$	185,977	22	%
Non-Compensation Expense	359,577		312,173		47,404		15	%
Depreciation & Amortization	18,982		22,655		(3,673)		(16)	%
Non-Controlling Interest	5,314		6,892		(1,578)		(23)	%
Total: Economic Expenses	$	1,430,603	$	1,202,473	$	228,130	19	%

Economic Expenses were $1,430.6 million for the year ended December 31, 2021, an increase of $228.1 million compared with $1,202.5 million in the prior year period.

Economic Compensation Expenses were $1,046.7 million compared to $860.8 million in the prior year period. The increase was due to higher revenues. The economic compensation-to-proceeds ratio increased to 55.5% compared to 55% in the prior year period.

Economic Non-compensation Expenses Fixed non-compensation expense increased $18.4 million to $160.1 million for the year ended December 31, 2021 compared with $141.7 million in the prior year period. The increase primarily related to an increase in professional and advisory fees and communication costs. Variable non-compensation expenses which primarily are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities, increased $29.0 million to $199.5 million for the year ended December 31, 2021 compared with $170.5 million in the prior year period. The increase is related to increased brokerage and trade execution costs and increased variable professional and advisory fees, which includes employment agency fees and legal fees directly related to revenues.

Economic Depreciation and Amortization Expenses decreased to $19.0 million for the year ended December 31, 2021 compared with $22.7 million in the prior year period. The decrease is primarily related to certain intangible assets being fully amortized in the first quarter of 2021.

Economic Non-controlling interests decreased by $1.6 million to $5.3 million for the year ended December 31, 2021 compared with $6.9 million in the prior year period. Non-controlling interest represents the portion of the net income or loss attributable to certain non-wholly owned subsidiaries that is allocated to our partners in those subsidiaries.

Economic Income and Economic Operating Income



	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
	(dollars in thousands)
Pre-tax Economic Income (Loss)	$	430,014	$	334,985	$	95,029	28	%
Economic income tax expense *	109,654		—		109,654		NM
Preferred stock dividends	5,841		5,604		237		4	%
Economic Income (Loss)	$	314,519	$	329,381	$	(14,862)	(5)	%
Add back: Depreciation and amortization expense	14,142		22,655		(8,513)		(38)	%
Economic Operating Income (Loss)	$	328,661	$	352,036	$	(23,375)	(7)	%

	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
	(dollars in thousands)
Pre-tax Economic Income (Loss)	$	430,014	$	334,985	$	95,029	28	%
Economic income tax expense *	109,654		—		109,654		NM
Preferred stock dividends	5,841		5,604		237		4	%
Economic Income (Loss) *	314,519		329,381		(14,862)		(5)	%
Add back: Depreciation and amortization expense, net of taxes	14,142		22,655		(8,513)		(38)	%
Economic Operating Income (Loss)	$	328,661	$	352,036	$	(23,375)	(7)	%

* Economic Income (Loss) is presented net of associated taxes starting in the first quarter of 2021. The Company has utilized all available federal net operating losses not subject to limitation during 2020

*Preferred ~~Economic~~Stock ~~Income~~Dividends. On ~~(Loss)~~May is19, ~~presented~~2015, ~~net~~the Company completed its offering of ~~associated~~120,750 ~~taxes~~shares ~~starting~~of inSeries A Convertible Preferred Stock. Each share of the ~~first~~Series ~~quarter~~A Convertible Preferred Stock is entitled to dividends at a rate of ~~2021~~5.625% per annum. The Company ~~has~~may, ~~utilized~~at ~~all~~its ~~available~~option, ~~federal~~pay ~~net~~dividends ~~operating~~in ~~losses~~cash, ~~not~~common ~~subject~~stock toor ~~limitation~~a ~~during~~combination ~~2020~~thereof.

Preferred Stock Dividends. On May 19, 2015, the Company completed its offering of 120,750 shares of the Company's 5.625% Series A cumulative perpetual convertible preferred stock (the "Series A Convertible Preferred Stock"). Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum. The Company may, at its option, pay dividends in cash, common stock or a combination thereof.55

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	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
Economic Proceeds	(dollars in thousands)
Management fees	$	1,200	$	946	$	254	27	%
Incentive income (loss)	(1,153)		1,927		(3,080)		(160)	%
Investment income (loss)	6,014		(8,564)		14,578		170	%
Other income (loss) economic proceeds	(2)		5		(7)		(140)	%
Total: Economic Proceeds	6,059		(5,686)		11,745		(207)	%
Economic Interest Expense	3,779		5,123		(1,344)		(26)	%
Net Economic Proceeds	$	2,280	$	(10,809)	$	13,089	(121)	%

Asset Co Segment

Economic Proceeds



	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
Economic Proceeds	(dollars in thousands)


Management fees	$	1,200	$	946	$	254	27	%
Incentive income (loss)	(1,153)		1,927		(3,080)		(160)	%
Investment income (loss)	6,014		(8,564)		14,578		170	%
Other income (loss) economic proceeds	(2)		5		(7)		(140)	%
Total: Economic Proceeds	6,059		(5,686)		11,745		(207)	%
Economic Interest Expense / (Income)	3,779		5,123		(1,344)		(26)	%
Net Economic Proceeds	$	2,280	$	(10,809)	$	13,089	(121)	%

Economic Proceeds The Asset Co segment proceeds included in Economic Income (Loss) were $6.1 million for the year ended December 31, 2021, an increase of $11.8 million compared with negative proceeds (due to losses) of $5.7 million in the prior year period.

Management Fees Economic Proceeds for the segment increased $0.3 million to $1.2 million for the year ended December 31, 2021 compared with $0.9 million in the prior year period. This increase was related to an increase in management fees from the Company's multi-strategy business.

Incentive Income (Loss) Economic Proceeds for the segment decreased $3.1 million to a loss of $1.2 million for the year ended December 31, 2021 compared with income of $1.9 million in the prior year period. This decrease was related to a decrease in performance fees from the Company's multi-strategy business.

Investment Income (Loss) Economic Proceeds for the segment increased $14.6 million to $6.0 million for the year ended December 31, 2021, compared with a loss of $8.6 million in the prior year period. The increase primarily relates to an impairment of an equity method investment during 2020 and increased performance of our multi-strategy funds in 2021.

Economic Interest Expenses were $3.8 million for the year ended December 31, 2021, a decrease of $1.3 million compared with $5.1 million in the prior year period.

Net Economic Proceeds for the segment were proceeds of $2.3 million for the year ended December 31, 2021, an increase of $13.1 million compared with negative proceeds (due to losses) of $10.8 million in the prior year period.

Economic Expenses

	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
	(dollars in thousands)
Economic Expenses
Employee compensation and benefits	$	3,871	$	3,767	$	104	3	%
Non-Compensation Expense	187		350		(163)		(47)	%
Non-Compensation Expenses	187		350		(163)		(47)	%
Depreciation & Amortization	22		22		—		—	%
Total: Economic Expenses	$	4,080	$	4,139	$	(59)	(1)	%

Economic Expenses ~~were~~remained fairly flat at $4.1 million for the year ended December 31, 2021, ~~a decrease of $(0.1) million~~ compared to ~~$4.1 million in~~ the prior year period.

Economic Compensation Expenses were $3.9 million for the year ended December 31, 2021, an increase of $0.1 million compared to $3.8 million in the prior year period. The increase was due to higher revenues related to investment income (loss).

Economic Non-compensation Expenses Fixed non-compensation expense decreased $0.2 million for the year ended December 31, 2021 compared with the prior year period. The decrease is primarily related to decreased professional, advisory and other fees. Variable non-compensation expenses, which remained consistent for the year ended December 31, 2021 compared with the prior year period, are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities.

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Economic Depreciation and Amortization Expenses remained consistent for the year ended December 31, 2021 compared to the prior year period and relates to costs allocated from general company assets.

	Year Ended December 31,				Total Period-to-Period
	2021		2020		$ Change		% Change
	(dollars in thousands)
Pre-tax Economic Income (Loss)	$	(1,800)	$	(14,948)	$	13,148	(88)	%
Economic income tax expense *	(460)		—		(460)		NM
Preferred stock dividends	951		1,188		(237)		(20)	%
Economic Income (Loss) *	(2,291)		(16,136)		13,845		(86)	%
Add back: Depreciation and amortization expense, net of taxes	16		22		(6)		(27)	%
Economic Operating Income (Loss)	$	(2,275)	$	(16,114)	$	13,839	(86)	%

Year Ended December 31, 2020 Compared with Year Ended December 30, 2019

Total Economic Operating Income (Loss) (which is Economic Income (Loss) was $335.9 million for the year ended December 31, 2020, an increase of $271.8 million compared to Economic Operating Income (Loss) of $64.1 million in the prior year period. Total Economic Income (Loss) was $313.2 million for the year ended December 31, 2020, an increase of $269.5 million compared to Economic Income (Loss) of $43.7 million in the prior year period.

Proceeds included in total Economic Income (Loss) were $1,556.3 million for the year ended December 31, 2020, an increase of $616.5 million compared to $939.8 million in the prior year period. This was primarily related to an increase in investment banking and incentive income offset partially by a decrease in brokerage income.

Operating Company Segment

	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
	(dollars in thousands)
Economic Proceeds
Investment banking	$	729,180	$	351,085	$	378,095	108	%
Brokerage	652,647		459,143		193,504		42	%
Management fees	58,154		40,321		17,833		44	%
Incentive income (loss)	83,435		44,600		38,835		87	%
Investment income (loss)	37,786		32,614		5,172		16	%
Other income (loss) economic proceeds	775		5,785		(5,010)		(87)	%
Total: Economic Proceeds	1,561,977		933,548		628,429		67	%
Economic Interest Expense	24,519		22,576		1,943		9	%
Net Economic Proceeds	$	1,537,458	$	910,972	$	626,486	69	%

Economic Proceeds The Op Co segment Economic Proceeds included in Economic Income (Loss) were $1,562.0 million for the year ended December 31, 2020, an increase of $628.5 million compared to $933.5 million in the prior year period.

Investment Banking Economic Proceeds increased $378.1 million to $729.2 million for the year ended December 31, 2020 compared with $351.1 million in the prior year period. During the year ended December 31, 2020, the Company completed 165 underwriting transactions, 74 strategic advisory transactions and 12 debt capital markets transactions. During the year ended December 31, 2019, the Company completed 126 underwriting transactions, 48 strategic advisory transactions and 14 debt capital markets transactions.

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Brokerage Economic Proceeds increased $193.5 million to $652.6 million for the year ended December 31, 2020, compared with $459.1 million in the prior year period. This was attributable to an increase in Institutional Brokerage, primarily Special Situations and electronic trading commission revenue and an increase in Institutional Services, primarily Prime Brokerage. Customer trading volumes across the industry (according to Bloomberg) increased 56% for the year ended December 31, 2020 compared to the prior year period.

Management Fees Economic Proceeds for the segment increased $17.9 million to $58.2 million for the year ended December 31, 2020 compared with $40.3 million in the prior year period. This increase is primarily related to the healthcare royalty business and our healthcare investments business.

Incentive Income (Loss) Economic Proceeds for the segment increased $38.8 million to $83.4 million for the year ended December 31, 2020 compared with $44.6 million in the prior year period. This increase was primarily related to an increase in performance fees from our healthcare investments businesses and our activist strategy.

Investment Income (Loss) Economic Proceeds for the segment increased $5.2 million to $37.8 million for the year ended December 31, 2020 compared with income of $32.6 million in the prior year period. The increase primarily relates to an increase in performance by our merchant banking investments, namely electric truck maker Nikola Corporation, merchant banking and our activist investments. The liquid strategy increases were partially offset by the impairment of our Surfside real estate investment.

Other Income (Loss) Economic Proceeds for the segment decreased $5.0 million to $0.8 million for the year ended December 31, 2020 compared with $5.8 million in the prior year period. This decrease is because premiums from policies that were not renewed in 2020 outweighed premiums from new policies in 2020 and because of lower activity in certain existing contracts due to COVID-19.

Economic Interest Expenses were $24.5 million for the year ended December 31, 2020, an increase of $1.9 million compared to $22.6 million in the prior year period.

Net Economic Proceeds were $1,537.5 million for the year ended, an increase of $626.5 million compared to $911.0 million in the prior year period.

	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
	(dollars in thousands)
Economic Expenses
Employee compensation and benefits	$	860,753	$	532,468	$	328,285	62	%
Non-Compensation Expense	312,173		294,614		17,559		6	%
Depreciation & Amortization	22,655		20,403		2,252		11	%
Non-Controlling Interest	6,892		4,796		2,096		44	%
Total: Economic Expenses	$	1,202,473	$	852,281	$	350,192	41	%

Economic Expenses were $1,202.5 million for the year ended December 31, 2020, an increase $350.2 million compared to $852.3 million in the prior year period.

Economic Compensation Expenses expense was $860.8 million compared to $532.5 million in the prior year period. The increase was due to higher revenues offset only partially by a lower economic compensation-to-proceeds ratio. The economic compensation-to-proceeds ratio was 55%, a decrease from 57% in the prior year period.

Economic Non-compensation Expenses Fixed non-compensation expenses decreased $2.4 million to $141.7 million for the year ended December 31, 2020 compared with $144.1 million in the prior year period. The increase is primarily related to increased service, professional, advisory and other fees offset partially by lower occupancy and equipment expenses. Variable non-compensation expense which primarily are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities, increased $20.0 million to $170.5 million for the year ended December 31, 2020 compared with $150.5 million in the prior year period. The increase is related to increased brokerage and trade execution costs partially offset by lower marketing and business development costs.

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Economic Depreciation and Amortization Expenses increased to $22.7 million for the year ended December 31, 2020 compared with $20.4 million in the prior year period.

Economic Non-controlling interests increased by $2.1 million to $6.9 million for the year ended December 31, 2020 compared with $4.8 million in the prior year period. Non-controlling interest represents the portion of the net income or loss attributable to certain non-wholly owned subsidiaries that is allocated to our partners in those subsidiaries.

	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
	(dollars in thousands)
Economic Income (Loss)	$	329,381	$	53,257	$	276,124	518	%
Add back: Depreciation and amortization expense	22,655		20,403		2,252		11	%
Economic Operating Income (Loss)	$	352,036	$	73,660	$	278,376	378	%

* Economic Income (loss) is net of preferred stock dividends

Economic Income (Loss) was $329.4 million for the year ended December 31, 2020 compared with $53.3 million in the prior year period.

Economic Operating Income (Loss) was $352.0 million for the year ended December 31, 2020 compared with $73.7 million in the prior year period.

Asset Co Segment

	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
Economic Proceeds	(dollars in thousands)
Management fees	$	946	$	1,976	$	(1,030)	(52)	%
Incentive income (loss)	1,927		1,132		795		70	%
Investment income (loss)	(8,564)		3,111		(11,675)		(375)	%
Other income (loss) economic proceeds	5		58		(53)		(91)	%
Total: Economic Proceeds	(5,686)		6,277		(11,963)		(191)	%
Economic Interest Expense	5,123		5,449		(326)		(6)	%
Net Economic Proceeds	$	(10,809)	$	828	$	(11,637)	(1,405)	%

Economic Proceeds The Asset Co segment Economic Proceeds included in Economic Income (Loss) were a loss of $5.7 million for the year ended December 31, 2020, a decrease of $12.0 million compared with $6.3 million in the prior year.

Management fees Economic Proceeds for the segment decreased $1.1 million to $0.9 million for the year ended December 31, 2020 compared with $2.0 million in the prior year period. This decrease in management fees was primarily related to a decrease in management fees from the Company's real estate investments.

Incentive income Economic Proceeds for the segment increased $0.8 million to $1.9 million for the year ended December 31, 2020 compared with income of $1.1 million in the prior year period. This increase was related to an increase in performance fees from the Company's multi-strategy business.

Investment income Economic Proceeds for the segment decreased $11.7 million to a loss of $8.6 million for the year ended December 31, 2020 compared with income of $3.1 million in the prior year period. The decrease primarily relates to a decrease in valuation of our legacy real estate investments.

Economic Interest Expenses were $5.1 million for the year ended December 31, 2020, a decrease of $0.3 million for the year ended December 31, 2020 compared with $5.4 million in the prior year period.

Net Economic Proceeds were a loss of $10.8 million for the year ended December 31, 2020, a decrease of $11.6 million compared with income of $0.8 million in the prior year period.

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Economic Expenses

	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
	(dollars in thousands)
Economic Expenses
Employee compensation and benefits	$	3,767	$	5,070	$	(1,303)	(26)	%
Non-Compensation Expenses	350		3,924		(3,574)		(91)	%
Depreciation & Amortization	22		36		(14)		(39)	%
Total: Economic Expenses	$	4,139	$	9,030	$	(4,891)	(54)	%

Economic Expenses were $4.1 million for the year ended December 31, 2020, a decrease of $4.9 million compared with $9.0 million in the prior year period.

Economic Compensation Expenses expense was $3.8 million compared to $5.1 million in the prior year period. The decrease was due to lower revenues related to investment income losses. This resulted in an economic compensation-to-proceeds ratio of (66)%, a decrease from 81% in the prior year period.

Economic Non-compensation Expenses decreased $3.6 million to $0.3 million for the year ended December 31, 2020 compared with $3.9 million in the prior year period. The decrease is primarily related to decreased professional, advisory and other fees and fees related to our real estate business. Variable non-compensation expenses are comprised of expenses that are incurred as a direct result of the processing and soliciting of revenue generating activities.

Economic Depreciation and Amortization Expenses remained fairly flat for the year ended December 31, 2020 compared to December 31, 2019 and relates to costs allocated from general company assets.

Economic Income and Economic Operating Income

	(unaudited)
	Year Ended December 31,				Total Period-to-Period
	2020		2019		$ Change		% Change
	2021		2020		$ Change		% Change
	(dollars in thousands)
Economic Income (Loss)	$	(16,136)	$	(9,560)	$	(6,576)	69	%
Pre-tax Economic Income (Loss)	$	(1,800)	$	(14,948)	13,148		(88)	%
Add back: Depreciation and amortization expense	22		36		(14)		(39)	%
Economic income tax expense *	(460)		—		(460)		NM
Economic Operating Income (Loss)	$	(16,114)	$	(9,524)	$	(6,590)	69	%
Preferred stock dividends	951		1,188		(237)		(20)	%
Economic Income (Loss)	$	(2,291)	$	(16,136)	$	13,845	(86)	%
Add back: Depreciation and amortization expense	16		22		(6)		(27)	%
Economic Operating Income (Loss)	$	(2,275)	$	(16,114)	$	13,839	(86)	%

* Economic Income (~~loss~~Loss) is presented net of ~~preferred~~associated ~~stock~~taxes ~~dividends~~starting in the first quarter of 2021. The Company has utilized all available federal net operating losses not subject to limitation during 2020

~~Economic~~Preferred ~~Income~~Stock ~~(Loss)~~Dividends. On ~~was~~May ~~$(16~~19, 2015, the Company completed its offering of 120,750 shares of Series A Convertible Preferred Stock.1) Each ~~million~~share ~~for~~of the ~~year~~Series ~~ended~~A ~~December 31,~~Convertible ~~2020~~Preferred ~~compared~~Stock ~~with~~is ~~$(9~~entitled to dividends at a rate of 5.6)625% per ~~million~~annum. The Company may, at its option, pay dividends in ~~the~~cash, ~~prior~~common ~~year~~stock ~~period~~or a combination thereof.

~~Economic Operating Income (Loss) was $(16.1) million for the year ended December 31, 2020 compared with $(9.5) million in the prior year period.~~ 57

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Reconciliation of US GAAP to Non-GAAP Measures for the ~~years~~year ended December 31, ~~2021~~2022, ~~2020~~2021 and ~~2019~~2020

The following tables reconciles total US GAAP Revenues to total Economic Proceeds for the year ended December 31, ~~2021~~2022, ~~2020,~~2021 and ~~2019~~2020:


		(unaudited)
		Year Ended December 31, 2022
(Dollar amounts in thousands)		Investment Banking		Brokerage		Investment Income		Management Fees		Incentive Income		Interest and Dividends		Reinsurance Premiums		Other Revenues, net		Consolidated Funds Revenues		Other Income (Loss)		Total
Total US GAAP Revenues and Other Income (Loss)		$	494,842	$	592,292	$	76,832	$	66,670	$	646	$	312,134	$	36,522	$	7,010	$	(49,225)	$	9,613	$	1,547,336
Management Presentation Reclassifications:
Underwriting expenses	a	(4,914)		—		—		—		—		—		—		—		—		—		(4,914)
Reimbursable client expenses	b	(11,744)		—		—		—		—		—		—		(1,101)		—		—		(12,845)
Securities financing interest expense	c	—		(10,363)		—		—		—		(103,924)		—		—		—		—		(114,287)
Fund start-up costs, distribution and other fees	d	—		—		—		(1,513)		—		—		—		(2,445)		—		—		(3,958)
Certain equity method investments	e	—		—		—		18,208		7,135		—		—		—		—		(16,040)		9,303
Carried interest	f	—		—		31,555		—		(28,781)		—		—		—		—		—		2,774
Proprietary trading, interest and dividends	g	—		(55,407)		(67,956)		—		(4,821)		(98,139)		—		5,060		—		92,981		(128,282)
Insurance related activities expenses	h	—		—		—		—		—		—		(36,522)		48,782		—		—		12,260
Facilitation trading gains and losses	i	—		192,686		(7,547)		—		—		(110,071)		—		—		—		(86,554)		(11,486)
Total Management Presentation Reclassifications:		(16,658)		126,916		(43,948)		16,695		(26,467)		(312,134)		(36,522)		50,296		—		(9,613)		(251,435)
Fund Consolidated Reclassifications	l	—		—		(32,495)		166		—		—		—		—		49,225		—		16,896




Total Economic Proceeds		$	478,184	$	719,208	$	389	$	83,531	$	(25,821)	$	—	$	—	$	57,306	$	—	$	—	$	1,312,797

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		(unaudited)
		Year Ended December 31, 2021
(Dollar amounts in thousands)		Investment Banking		Brokerage		Investment Income		Management Fees		Incentive Income		Interest and Dividends		Reinsurance Premiums		Other Revenues, net		Consolidated Funds Revenues		Other Income (Loss)		Total
Total US GAAP Revenues and Other Income (Loss)		$	1,067,162	$	585,162	$	127,507	$	72,287	$	2,732	$	219,292	$	39,631	$	5,211	$	(6,185)	$	34,811	$	2,147,610
Management Presentation Reclassifications:
Underwriting expenses	a	(24,978)		—		—		—		—		—		—		—		—		—		(24,978)
Reimbursable client expenses	b	(16,496)		—		—		—		—		—		—		(1,206)		—		—		(17,702)
Securities financing interest expense	c	—		8,006		—		—		—		(153,928)		—		—		—		—		(145,922)
Fund start-up costs, distribution and other fees	d	—		(361)		—		(9,190)		—		—		—		(2,633)		—		—		(12,184)
Certain equity method investments	e	—		—		—		15,142		25,802		—		—		—		—		(32,261)		8,683
Carried interest	f	—		—		(5,059)		—		5,486		—		—		—		—		—		427
Proprietary trading, interest and dividends	g	—		44,241		(92,900)		—		(494)		(19,233)		—		875		—		46,918		(20,593)
Insurance related activities expenses	h	—		—		—		—		—		—		(39,631)		5,693		—		—		(33,938)
Facilitation trading gains and losses	i	—		91,477		(11,034)		—		—		(46,131)		—		—		—		(50,151)		(15,839)
Total Management Presentation Reclassifications:		(41,474)		143,363		(108,993)		5,952		30,794		(219,292)		(39,631)		2,729		—		(35,494)		(262,046)
Fund Consolidated Reclassifications	l	—		—		(3,958)		2,216		(100)		—		—		—		6,185		—		4,343
Income Statement Adjustments:
Bargain purchase gain	n	—		—		—		—		—		—		—		—		—		(3,855)		(3,855)
Debt extinguishment loss	p	—		—		—		—		—		—		—		—		—		4,538		4,538
Total Income Statement Adjustments:		—		—		—		—		—		—		—		—		—		683		683
Total Economic Proceeds		$	1,025,688	$	728,525	$	14,556	$	80,455	$	33,426	$	—	$	—	$	7,940	$	—	$	—	$	1,890,590

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		(unaudited)
		Year Ended December 31, 2020
(Dollar amounts in thousands)		Investment Banking		Brokerage		~~Investment~~Management ~~Income~~Fees		~~Management~~Incentive ~~Fees~~Income		~~Incentive~~Investment Income		Interest and Dividends		~~Interest and Dividends~~		~~Reinsurance Premiums~~		Reinsurance Premiums		~~Other Revenues, net~~		Other Revenues, net		~~Consolidated Funds Revenues~~		Consolidated Funds Revenues		~~Other Income (Loss)~~		Other Income Gain/Loss		~~Total~~		Total
Total US GAAP Revenues and Other Income (Loss)		$	769,486	$	524,361	$	~~204~~47,~~351~~515	$	~~47,515~~592	$	~~592~~204,351	$	187,459	$	~~187,459~~	$	~~30,147~~	$	30,147	$	~~10,503~~	$	10,503	$	~~(18,488)~~	$	(18,488)	$	~~21,598~~	$	21,598	$	~~1,777,524~~	$	1,777,524
Management Presentation Reclassifications:
Underwriting expenses	a	(22,565)		—		—		—		—		—		—		—		—		—		—		—		—		—		—		~~(22,565)~~		(22,565)
Reimbursable client expenses	b	(17,741)		—		—		—		—		—		—		—		—		~~(1,099)~~		(1,099)		—		—		—		—		~~(18,840)~~		(18,840)
Securities financing interest expense	c	—		14,499		—		—		—		(142,997)		~~(142,997)~~		—		—		—		—		—		—		—		—		~~(128,498)~~		(128,498)
Fund start-up costs, distribution and other fees	d	—		(293)		—		(3,970)		—				—		—				(2,529)				—				—				(6,792)
Fund start-up costs and distribution fees	d	—		(293)		(3,970)		—		—		—						—				(2,529)				—				—				(6,792)
Certain equity method investments	e	—		—		—12,540		1224,~~540~~121		~~24,121~~—		—		—		—		—		—		—		—		—		~~(28,347)~~		(28,347)		~~8,314~~		8,314
Carried interest	f	—		—		~~(61,367)~~—		—60,649		60(61,~~649~~367)		—		—		—		—		—		—		—		—		—		—		~~(718)~~		(718)
Proprietary trading, interest and dividends	g	—		79,955		(102,381)		—		—				(17,443)		—				(2,346)				—				9,468				(32,747)
Proprietary trading gains and losses	g	—		79,955		—		—		(102,381)		(17,443)						—				(2,346)				—				9,468				(32,747)
Insurance related activities expenses	h	—		—		—		—		—		—		—		~~(30,147)~~		(30,147)		~~(3,759)~~		(3,759)		—		—		—		—		~~(33,906)~~		(33,906)
Facilitation trading gains and losses	i	—		34,125		~~(13,342)~~—		—		—(13,342)		(27,019)		~~(27,019)~~		—		—		—		—		—		—		—		—		~~(6,236)~~		(6,236)
Total Management Presentation Reclassifications:		(40,306)		128,286		~~(177~~8,~~090)~~570		884,~~570~~770		84(177,~~770~~090)		(187,459)		~~(187,459)~~		~~(30,147)~~		(30,147)		~~(9,733)~~		(9,733)		—		—		~~(18,879)~~		(18,879)		~~(241,988)~~		(241,988)
Fund Consolidated Reclassifications	l	—		—		13,~~961~~015		~~3,015~~—		—1,961		—		—		—		—		10		10		~~18,488~~		18,488		—		—		~~23,474~~		23,474
Income Statement Adjustments:
Debt extinguishment loss		—		—		—		—		—				—		—				—				—				(2,719)				(2,719)
Debt extinguishment	p	—		—		—		—		—		—						—				—				—				(2,719)				(2,719)
Total Income Statement Adjustments:		—		—		—		—		—		—		—		—		—		—		—		—		—		~~(2,719)~~		(2,719)		~~(2,719)~~		(2,719)
Total Economic Proceeds		$	729,180	$	652,647	$	2959,~~222~~100	$	5985,~~100~~362	$	8529,~~362~~222	$	—	$	—	$	—	$	—	$	~~780~~	$	780	$	—	$	—	$	—	$	—	$	~~1,556,291~~	$	1,556,291

54The following table reconciles total US GAAP interest and dividends expense to total Economic Interest Expense for the year ended December 31, 2022, 2021 and 2020:


		(unaudited)
	Year Ended December 31,
(Dollar amounts in thousands)		2022		2021		2020
Total US GAAP Interest & Dividend Expense		$	259,126	$	211,387	$	187,725
Management Presentation Reclassifications:

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