Cohen & Co Inc.

New York, NY · 3 Columbus Circle- 24th Floor · 31,614 · 7/31/2035 · Partially Occupied / Partially Subleased

Philadelphia, PA · 2929 Arch Street - 17th Floor · 9,501 · 11/30/2029 · Partially Occupied / Partially Subleased

Boca Raton, FL · 1800 N. Military Trail - Suite 450 · 3,776 · 3/31/2032 · Occupied

Paris, France · 17 avenue de l'Opera · 1,830 · 5/31/2030 · Occupied

Menlo Park, CA · 855 Oak Grove Avenue - Suite 203 · 3,369 · 8/1/2028 · Occupied

Memphis, TN · 6075 Poplar Avenue - Suite 125 · 2,697 · 1/31/2033 · Occupied

Houston, TX · 808 Travis St · 1,000 · Month-to-month · Occupied

(1) · For purposes of this table, “Partially Occupied / Partially Subleased” means we occupy a portion of the space and sublease the remaining portion to a third-party or third parties and “Occupied” means we fully utilize the space for our operations.

The properties that we occupy are used either by the Company’s Capital Markets, Asset Management, or Principal Investing segments or all three. We believe that the facilities we occupy are suitable and adequate for our current operations.

• Our business will require a significant amount of cash, and if it is not available, our business and financial performance will be significantly harmed.
• Failure to obtain or maintain adequate capital and funding would adversely affect the growth and results of our operations and may, in turn, negatively affect the market price of our Common Stock.
• Our investments in the equity interests of SPACs and SPAC Sponsor Entities may expose us to increased risks and liabilities.
• Our investments in SPAC Sponsor Entities are highly speculative, subject to total loss, and completely illiquid prior to business combination.
• Our investments in post-business combination SPACs are carried at fair value but are subject to sale restrictions which could result in significant losses to our business.
• Our increasing involvement in digital-asset-related capital market
• If we are unable to manage the risks of international operations effectively, our business could be adversely affected.
• The securities settlement process exposes us to risks that may adversely affect our business, financial condition and results of operations.
• We are exposed to the risk that third parties that are indebted to us will not perform their obligations.
• We are exposed to various risks related to margin requirements under repurchase agreements and securities financing arrangements and are highly dependent on our clearing relationships.
• We have market risk exposure from unmatched principal transactions entered into by our brokerage desks, which could result in substantial losses to us and adversely affect our financial condition and results of operations.
• Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business.
• Increase in capital commitments in our trading business increases the potential for significant losses.
• Our principal trading and investments expose us to risk of loss.
• Our principal investments are subject to various risks and expose us to a significant risk of capital loss, which may materially and adversely affect our results of operations and cash flows.
• The historical returns of our funds and managed accounts may not be indicative of the future results of our funds and managed accounts.
• There is increasing regulatory supervision of alternative asset management companies.
• Some of our asset management clients generally may redeem their investments, which could reduce our asset management fee revenues.
• The investment management business is intensely competitive, which could have a material adverse impact on our business.
• Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results.
• We may in the future make loans to the SPACs in which we sponsor, which may not be repaid, in which event our financial results could be adversely affected.
• Our executive officers and members of our senior management team may allocate some portion of their time to the business of the SPACs of which we are a sponsor and to the SPACs of third party entities, which may create conflicts of interest in their determination as to how much time to devote to our affairs and may have a negative impact on our business.
• If our risk management systems for our businesses are ineffective, we may be exposed to material unanticipated losses.
• We are highly dependent on information and communications systems. Systems failures could significantly disrupt our business, which may, in turn, negatively affect our operating results.
• We may not be able to keep pace with continuing changes in technology.
• The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations.
• Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.
• We are largely dependent on Pershing LLC to provide clearing services and margin financing.
• Our substantial level of indebtedness could adversely affect our financial health and ability to compete. In addition, our failure to satisfy the financial covenants in our debt agreements could result in a default and acceleration of repayment of the indebtedness thereunder.
• Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could adversely impact our financial statements.
• We may change our investment strategy, hedging strategy, asset allocation and operational policies without our stockholders’ consent, which may result in riskier investments and adversely affect the market value of our Common Stock.
• Maintenance of our Investment Company Act exemption imposes limits on our operations, and loss of our Investment Company Act exemption would adversely affect our operations.
• The soundness of other financial institutions and intermediaries affects us.
• We operate in a highly regulated industry and may face restrictions on, and examination of, the way we conduct certain of our operations.
• As a member of the financial services industry, we face substantial litigation and regulatory risks and substantial legal liability or significant regulatory action could have material adverse financial effects or cause significant reputational harm, either of which could seriously harm our business.
• The competitive pressures we face as a result of operating in highly competitive markets could have a material adverse effect on our business, financial condition, liquidity and results of operations.
• Employee misconduct or error, which can be difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and by subjecting us to significant legal liability and reputational harm.
• We receive financial instruments instead of cash as consideration for some of our services, which may be illiquid, and the price we ultimately realize may be materially lower than their current fair value.
• Risks Related to Our Organizational Structure and Ownership of Our Common Stock
• We could repurchase shares of our Common Stock at price levels considered excessive, the amount of our Common Stock we repurchase may decrease from historical levels, or we may not repurchase any additional shares of our Common Stock in the future.
• We are a holding company whose primary asset is units of membership interests in the Operating LLC, and we are dependent on distributions from the Operating LLC to pay taxes and other obligations.
• Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.
• Daniel G. Cohen, our Executive Chairman, has significant ownership interests in the Operating LLC and competing duties to other entities (including Cohen Circle) that could create potential conflicts of interest and may result in decisions that are not in the best interests of other Cohen & Company Inc. stockholders.
• We are controlled by Daniel G. Cohen, whose interests in our business may be different than our other stockholders, and, as a “controlled company” within the meaning of the rules of NYSE American, our other stockholders will not have the same protections afforded to stockholders of companies that are subject to certain corporate governance requirements.
• Future sales of our Common Stock in the public market could lower the price of our Common Stock and impair our ability to raise funds in future securities offerings.
• Your percentage ownership in the Company may be diluted in the future.
• The issuance of the shares of Common Stock upon the redemption, if any, of the issued and outstanding LLC Units may cause substantial dilution to our existing stockholders and may cause the price of our Common Stock to decline.
• We may not be able to generate sufficient taxable income to fully realize our deferred tax asset, which would also have to be reduced if U.S. federal income tax rates are lowered.
• The Maryland General Corporation Law (the “MGCL”), and provisions in our charter and bylaws may prevent takeover attempts that could be beneficial to our stockholders.
• Risks Related to General and Global Factors
• Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.
• Cybersecurity incidents, data breaches, or operational failures could disrupt our business, compromise sensitive information, and adversely affect our financial condition and results of operations.
• If we fail to control our costs effectively, our business could be disrupted, and our financial results could be adversely affected.
• We may need to offer new investment strategies and products in order to continue to generate revenue.
• Our strategy of expanding into new lines of business, including in connection with emerging or frontier industries, exposes us to increased risks, uncertainties, and potential liabilities.
• We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons.
• Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.
• Our Insurance coverage may be inadequate to cover the risks facing the Company
• We depend on third-party software licenses and the loss of any of our key licenses could adversely affect our ability to provide our brokerage services.
• If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures in the future, we may not be able to accurately report our financial results, which could have an adverse effect on our business.
• The market price of our Common Stock may be volatile and may be affected by market conditions beyond our control.
• Our Common Stock may be delisted, which may have a material adverse effect on the liquidity and value of our Common Stock.