Cohen & Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Cohen & Company Inc.
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 20, 2026, Cohen & Company Inc., a Maryland corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets) (“Northland”) and Cohen & Company Securities, LLC (“Cohen Securities”), as sales agents (Cohen Securities and Northland, together, the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agents, of shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $75,000,000 (the “Shares”). Sales of the Shares, if any, under the Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), as agreed with the Sales Agents. In accordance with the applicable rules of the Securities and Exchange Commission (the “SEC”), as of the date of this Current Report on Form 8-K, the Company is permitted to sell an aggregate of up to $13,094,305 in Shares under the Agreement, which represents one-third of the value of the Company’s outstanding common stock held by non-affiliates of the Company. Cohen Securities is a subsidiary of Cohen & Company, LLC, the Company’s operating subsidiary.
The Agreement includes customary representations, warranties and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agents may be required to make with respect to any of those liabilities. The Company will pay each Sales Agent a commission of 2.5% of the gross offering proceeds of the Shares sold through such Sales Agent pursuant to the Agreement.
The Shares to be sold under the Agreement, if any, will be issued and sold pursuant to the prospectus forming a part of the Company’s shelf registration statement on Form S-3 (File No. 333-275186), which was filed with, and declared effective by, the SEC on November 26, 2023 and May 6, 2024, respectively, and any successor registration statement filed by the Company with respect to the Shares.
The offering of the Company’s common stock pursuant to the Agreement will terminate upon the sale of all of the Shares pursuant to the Agreement, unless sooner terminated in accordance with the terms and conditions of the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 10.1 by reference. In connection with the ATM Program, Duane Morris LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the Company’s execution of the Agreement, the Equity Distribution Agreement, dated October 5, 2023, by and between the Company and Northland, was terminated.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 5.1* | Opinion of Duane Morris LLP. | |
| 10.1* | Equity Distribution Agreement, dated February 20, 2026, by and between Cohen & Company Inc. and Northland Capital Markets. | |
| 23.1* | Consent of Duane Morris LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (Embedded within the inline XBRL document). |
* Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COHEN & COMPANY INC. | |||
| Date: February 20, 2026 | By: | /s/ Joseph W. Pooler, Jr. | |
| Name: | Joseph W. Pooler, Jr. | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||