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Company Overview

Cohen & Company, Inc. (NYSE American: COHN) (“Cohen & Company”) is a financial services company founded in 1999 as a private investment firm focused on small-cap financial institutions. Over time, Cohen & Company’s focus shifted to debt financing and securitization, and now focuses primarily on asset management and niche segments of fixed income trading. Cohen & Company, through its subsidiaries, focuses on U.S. and European Asset Management, U.S. and European Capital Markets, Loan Trading and Principal Investing. As of September 30, 2023, the Company had $2.0 billion in assets under management (“AUM”) of which $1.0 billion (or 49%) was in collateralized debt obligations(“CDOs”). A significant portion of our asset management revenue is earned from the management of CDOs. We have not completed a new securitization since 2008. The remaining portion of AUM was from a diversified mix of Investment Vehicles.

The Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have recourse only to the assets securing the loan. The Company’s Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.

The Capital Markets business segment consists primarily of fixed income sales, trading, matched book repo financing, new issue placements in corporate and securitized products, and advisory services. The Company’s fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including but not limited to: corporate bonds, asset backed securities (“ABS”), mortgage-backed securities (“MBS”), residential mortgage-backed securities (“RMBS”), CDOs, collateralized loan obligations (“CLOs”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”)for small banks, and hybrid capital of financial institutions including trust preferred securities (“TruPS”), whole loans, and other structured financial instruments. The Company operates its capital markets activities primarily through its subsidiaries: JVB in the United States and CCFESA in Europe. A division of JVB, Cohen & Company Capital Markets (“CCM”) is the Company’s full-service boutique investment bank, which focuses on M&A, capital markets, and SPAC advisory services.

The Commercial Real Estate Opportunities Group (“CREO”) is primarily focused on originating, underwriting and managing senior loans for mostly transitional multi-family apartment buildings, and subsequently securitizing these loans in CRE CLOs.

The Principal Investing business segment is comprised of investments that the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support the Company’s trading and other Capital Markets business segment activities. These investments are included in the Company’s other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in the Company’s consolidated balance sheets.

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