Item 1.01

Entry into a Material Definitive Agreement.

Redemption Agreement

As previously reported, on October 3, 2016, Cohen & Company, LLC (the "Operating LLC"), a Delaware limited liability company and a controlled subsidiary of Cohen & Company Inc., a Maryland corporation (the "Company"), entered into that certain Investment Agreement (as amended, the "Investment Agreement"), by and between the Operating LLC and JKD Capital Partners I LTD (the "Investor"). The Investor is owned by Jack J. DiMaio, Jr., who is a member of the Company's Board of Directors, and his spouse.

Pursuant to the Investment Agreement, the Investor agreed to invest up to $12,000,000 into the Operating LLC (the "Investment"). In exchange for the Investment, the Operating LLC agreed to pay to the Investor, (i) upon a termination of the Investment Agreement, an amount equal to Investor's aggregate Investment balance; and (ii) following each calendar quarter during the term of the Investment Agreement, certain revenues generated by the activities of the Institutional Corporate Trading business of J.V.B. Financial Group, LLC, the Operating LLC's wholly owned broker dealer subsidiary. As of the Effective Date (as defined below), the Investor's aggregate Investment balance under the Investment Agreement was $7,718,890 (the "Outstanding Amount").

On September 23, 2024 (the "Closing Date") and effective September 1, 2024 (the "Effective Date"), the Operating LLC and the Investor entered into that certain Redemption Agreement (the "Redemption Agreement"), pursuant to which, the Investment Agreement was redeemed and terminated in its entirety effective as of the Effective Date.

Pursuant to the terms and conditions of the Redemption Agreement, on the Closing Date, the Operating LLC (i) paid to the Investor$2,572,963.33 of the Outstanding Amount in cash; and (ii) the Company delivered to the Investor a Senior Promissory Note (the "Note") in the aggregate principal amount of $5,145,926.67 (representing the remaining balance of the Outstanding Amount) and dated as of the Effective Date.

The Redemption Agreement contains customary representations and warranties on the part of each of the Operating LLC and the Investor.

The foregoing description of the Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Redemption Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Senior Promissory Note

The Note evidences the Operating LLC's obligation to repay to the Investor the original principal amount of $5,145,926.67. Pursuant to the Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable as follows: (i) $2,572,963.33 of the principal amount will be due and payable on August 31, 2025, and (ii) $2,572,963.34 will be due and payable on August 31, 2026.

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