Cohen & Co Inc.

Previous wording

In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. Beginning in 2019, these SPAC activities have become a significant portion of our Principal Investing business segment. In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than the general partner of the SPAC Fund ("Vellar GP"), redeemed all of their interests in the SPAC Fund. In 2025, we sold our remaining interest in Vellar GP.

Current wording

In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle. These SPAC activities have become a significant portion of our Principal Investing business segment. In August 2018, we invested in and became the general partner of a newly formed investment fund (the “SPAC Fund”), which was created for the purpose of investing in the equity interests of SPACs and SPAC sponsor entities including SPACs sponsored by us, our affiliates, and third parties. Effective April 1, 2023, all of the investors in the SPAC Fund, other than the general partner of the SPAC Fund ("Vellar GP"), redeemed all of their interests in the SPAC Fund. In 2025, we sold our remaining interest in Vellar GP.

Previous wording

On February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMII) (the “Columbus Circle II SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

Current wording

On July 10, 2026, Columbus Circle Capital Corp III (NASDAQ: CCCTU) (the “Columbus Circle III SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units in its initial public offering (“IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

Previous wording

Columbus Circle II Sponsor holds an aggregate of 7,666,667 founder shares in Columbus Circle II SPAC. Certain non-controlling interests in the Columbus Circle II Sponsor, including executives and key employees of the Operating LLC as well as IPAM, either directly or indirectly, have an interest in Columbus Circle SPAC II's founder shares through membership interests in Columbus Circle II Sponsor. The number of the Columbus Circle II SPAC founders shares in which such non-controlling interests in the Columbus Circle II Sponsor, including such executives and key employees of the Operating LLC as well as IPAM, have an interest in through Columbus Circle II Sponsor will not be finally and definitively determined unless and until the Closing of the Business Combination. The number of Columbus Circle II SPAC founder shares currently allocated to the Operating LLC is approximately 667,000, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs. In addition, as part of the agreement, CCM will forfeit its 360,000 Placement Units.

Current wording

Certain non-controlling interests in Columbus Circle III Sponsor, including executives and key employees of the Operating LLC, purchased membership interests in Columbus Circle III Sponsor, either directly or indirectly, and have an interest in Columbus Circle III SPAC’s founder shares through such membership interests in Columbus Circle III Sponsor. The number of Columbus Circle III SPAC’s founder shares in which such non-controlling interests in Columbus Circle III Sponsor, including such executives and key employees of the Operating LLC, have an interest in through Columbus Circle III Sponsor will not be finally and definitively determined until consummation of a Business Combination. The number of Columbus Circle III SPAC’s founder shares currently allocated to the Operating LLC is 2,282,381 million shares, but such number of founder shares will also not be finally and definitively determined until the consummation of a Business Combination.

Previous wording

The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 2 Sponsor Corp LLC, the sponsor of the Columbus Circle II SPAC (the “Columbus Circle II Sponsor”). CCM acted as the lead underwriter in the IPO.

Current wording

The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 2 Sponsor Corp LLC, the sponsor of Columbus Circle II SPAC (the “Columbus Circle II Sponsor”). CCM acted as the lead underwriter in the IPO.

Previous wording

Each Unit consists of one Class A ordinary share of the Columbus Circle II SPAC, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one warrant (each, a “Warrant”); each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold in the IPO at an offering price of $10.00 per Unit, for gross proceeds of $230,000 (before underwriting discounts and commissions and offering expenses).

Current wording

Each unit consists of one Class A ordinary share of Columbus Circle II SPAC, par value $0.0001 per share, and one-third of one warrant; each whole warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share. The units were sold in the IPO at an offering price of $10.00 per unit, for gross proceeds of $230,000 (before underwriting discounts and commissions and offering expenses).

Previous wording

If the Columbus Circle II SPAC fails to complete a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the Columbus Circle II SPAC’s shareholders approve an amendment to the Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the Columbus Circle II SPAC will have to complete an initial Business Combination.

Current wording

If Columbus Circle II SPAC fails to complete a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless Columbus Circle II SPAC’s shareholders approve an amendment to Columbus Circle II SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time Columbus Circle II SPAC will have to complete an initial Business Combination.

Previous wording

The Columbus Circle II Sponsor purchased an aggregate of 265,000 of the Columbus Circle II SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $2,650, or $10.00 per Placement Unit. Additionally, CCM used its underwriting fee of $3,600 to purchase 360,000 Placement Units in the Private Placement for an aggregate of $3,600. Each Placement Unit consists of one Class A Ordinary Share and one-third of one warrant (a “Placement Warrant”). The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules. Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of the Columbus Circle II SPAC’s initial Business Combination.

Current wording

Columbus Circle II Sponsor purchased an aggregate of 265,000 of Columbus Circle II SPAC’s placement units in a private placement that occurred simultaneously with the IPO for an aggregate of $2,650, or $10.00 per placement unit. Additionally, CCM used its underwriting fee of $3,600 to purchase 360,000 placement units in the private placement for an aggregate of $3,600. Each placement unit consists of one Class A ordinary share and one-third of one warrant. The placement units are identical to the units sold in the IPO except that placement units (including the securities comprising such units and the Class A ordinary shares issuable upon exercise of the placement warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of Columbus Circle II SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, (iii) with respect to the placement warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules, and (iv) will not have redemption rights in the trust account of Columbus Circle II SPAC. Subject to certain limited exceptions, the placement units (including the underlying placement warrants and Class A ordinary shares and the Class A ordinary shares issuable upon exercise of the placement warrants) will not be transferable, assignable, or salable until 30 days after the completion of Columbus Circle II SPAC’s initial Business Combination.

Previous wording

The $2,650 invested by the Columbus Circle II Sponsor in consideration for the above-described 265,000 Placement Units of the Columbus Circle II SPAC was raised from third party investors. As the managing member of the Columbus Circle II Sponsor, the Operating LLC consolidates the Columbus Circle II Sponsor and treats the Columbus Circle II Sponsor’s investment in the Columbus Circle II SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.

Current wording

The $2,650 invested by Columbus Circle II Sponsor in consideration for the above-described 265,000 placement units of Columbus Circle II SPAC was raised from third party investors. As the managing member of Columbus Circle II Sponsor, the Operating LLC consolidates Columbus Circle II Sponsor and treats Columbus Circle II Sponsor’s investment in Columbus Circle II SPAC as an equity method investment. The $2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.

Previous wording

A total of $230,000 of the net proceeds from the Private Placement and the IPO was placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of the Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares if the Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of the Columbus Circle II SPAC’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of the Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Columbus Circle II SPAC’s public shares if the Columbus Circle II SPAC has not consummated an initial Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. If the Columbus Circle II SPAC does not complete a Business Combination, the Placement Units will expire and be worthless.

Current wording

A total of $230,000 of the net proceeds from the private placement and the IPO was placed in a trust account. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a Business Combination is not consummated), none of the funds held in the trust account will be released until the earliest of (i) the completion of Columbus Circle II SPAC’s initial Business Combination, (ii) the redemption of Columbus Circle II SPAC’s public Class A ordinary shares if Columbus Circle II SPAC is unable to complete its initial Business Combination within 24 months from the completion of the IPO, and (iii) the redemption of Columbus Circle II SPAC’s public Class A ordinary shares properly submitted in connection with a shareholder vote to amend the SPAC Articles to (A) modify the substance or timing of Columbus Circle II SPAC’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of Columbus Circle II SPAC’s public shares if Columbus Circle II SPAC has not consummated an initial Business Combination within 24 months from the completion of the IPO, or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity. If Columbus Circle II SPAC does not complete a Business Combination, the placement units will expire worthless.

Previous wording

The Columbus Circle II Sponsor loaned to the Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. The Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan the Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if the Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans will be repaid from the funds held in the Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A Ordinary Shares and 50,000 Private Placement Warrants exercisable at $11.50 per share. If the Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from the Columbus Circle II SPAC’s trust account can be used to repay the loans.

Current wording

Columbus Circle II Sponsor loaned to Columbus Circle II SPAC approximately $485 to cover IPO expenses, which was repaid in full at the closing of the IPO. Columbus Circle II Sponsor and its affiliates, including the Operating LLC, may commit to loan Columbus Circle II SPAC up to an additional $1,500 to cover operating and acquisition related expenses following the IPO. These loans will bear no interest and, if Columbus Circle II SPAC consummates a Business Combination in the required time frame, the loans will be repaid from the funds held in Columbus Circle II SPAC’s trust account. The loans are convertible into private placement units at $10.00 per unit and, accordingly, are convertible into an additional 150,000 private Class A ordinary shares and 50,000 private placement warrants exercisable at $11.50 per share. If Columbus Circle II SPAC does not consummate a Business Combination in the required time frame, no funds from Columbus Circle II SPAC’s trust account can be used to repay the loans.

Previous wording

In connection with the IPO, the Columbus Circle II Sponsor has agreed to indemnify the Columbus Circle II SPAC for all claims by third parties for services rendered or products sold to the Columbus Circle II SPAC, or a prospective target business with which the Columbus Circle II SPAC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Columbus Circle II SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in the Columbus Circle II SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A Ordinary Shares, and (ii) the actual amount per share of Class A Ordinary Shares held in the Columbus Circle II SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the Columbus Circle II SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Columbus Circle II SPAC’s trust account or (B) under the Columbus Circle II SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Current wording

In connection with the IPO, Columbus Circle II Sponsor has agreed to indemnify Columbus Circle II SPAC for all claims by third parties for services rendered or products sold to Columbus Circle II SPAC, or a prospective target business with which Columbus Circle II SPAC has entered into a written letter of intent, confidentiality, or other similar agreement or business combination agreement (except for Columbus Circle II SPAC’s independent registered public accounting firm), to the extent such claims reduce the amount of funds in Columbus Circle II SPAC’s trust account to below the lesser of (i) $10.00 per share of Class A ordinary shares, and (ii) the actual amount per share of Class A ordinary shares held in Columbus Circle II SPAC’s trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of Columbus Circle II SPAC’s trust assets, in each case net of taxes, provided that such liability will not apply to any claims (A) by a third party or prospective target business who executed a waiver of any and all rights to the monies held in Columbus Circle II SPAC’s trust account or (B) under Columbus Circle II SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Previous wording

On June 26, 2026, Columbus Circle II SPAC entered into a definitive business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement") with IPGX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Columbus Circle II SPAC (the "Merger Sub"), and Elroy Air, Inc., a Delaware corporation and a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response, and commercial logistics ("Elroy Air"). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving corporation (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). In connection with the execution of the Business Combination Agreement, Columbus Circle II Sponsor has partnered with Inflection Point Asset Management LLC ("IPAM"), which has significant experience with negotiating and consummating de-SPAC transactions and which made the introduction to Elroy Air. In connection with this partnership, Columbus Circle II SPAC will be renamed "Inflection Point Acquisition Corp. VII" and will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of the closing of the Business Combination (the "Closing"), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, Inflection Point Acquisition Corp. VII will change its name to Elroy Air, Inc. As of the date of this Quarterly Report, the Business Combination has not yet closed. The Business Combination Agreement and the transactions it contemplates have been approved by the boards of directors of both Columbus Circle II SPAC and Elroy Air. The parties currently expect the Business Combination to close in the fourth quarter of 2026, subject to receipt of the required approval by Columbus Circle II SPAC's shareholders and the fulfillment of other customary closing conditions.

Current wording

On June 26, 2026, Columbus Circle II SPAC entered into a definitive business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement") with IPGX Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Columbus Circle II SPAC (the "Merger Sub"), and Elroy Air, Inc., a Delaware corporation and a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response, and commercial logistics ("Elroy Air"). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving corporation (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). In connection with the execution of the Business Combination Agreement, Columbus Circle II Sponsor has partnered with Inflection Point Asset Management LLC ("IPAM"), which has significant experience with negotiating and consummating de-SPAC transactions and which made the introduction to Elroy Air. In connection with this partnership, on August 26, 2026, Columbus Circle II SPAC was renamed "Inflection Point Acquisition Corp. VII" and will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of the closing of the Business Combination (the "Closing"), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, Inflection Point Acquisition Corp. VII will change its name to Elroy Air, Inc. As of the date of this Quarterly Report, the Business Combination has not yet closed. The Business Combination Agreement and the transactions it contemplates have been approved by the boards of directors of both Columbus Circle II SPAC and Elroy Air. The parties currently expect the Business Combination to close in the fourth quarter of 2026, subject to receipt of the required approval by Columbus Circle II SPAC's shareholders and the fulfillment of other customary closing conditions.

Previous wording

On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement"). Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial would become a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

Current wording

On June 23, 2025, Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement"). Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial would become a publicly traded company. Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to Columbus Circle SPAC’s public shareholders and transaction expenses, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

Previous wording

On December 5, 2025, the transactions contemplated by the Business Combination were consummated (the “Closing”). Upon the Closing, Columbus Circle SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries of ProCap Financial. ProCap Financial became the go-forward company following the Closing. ProCap Financials’ common stock and warrants commenced trading on the Nasdaq Global Market on December 8, 2025 under the symbols “BRR” and “BRRWW,” respectively.

Current wording

On December 5, 2025, the transactions contemplated by the Business Combination were consummated (the “Closing”). Upon the Closing, Columbus Circle SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries of ProCap Financial. ProCap Financial became the go-forward company following the Closing. ProCap Financials’ common stock and warrants commenced trading on the Nasdaq Global Market on December 8, 2025 under the symbols “BRR” and “BRRWW,” respectively. Effective September 22, 2026, ProCap Financial, Inc. changed its corporate name to Silvia, Inc. and its common stock and warrants now trade under the ticker symbols “SVIA” and “SVIAWW.”

Previous wording

From May 19, 2025 until December 5, 2025, we consolidated the sponsor of the Columbus Circle SPAC, which treated its investment in the Columbus Circle SPAC under the equity method of accounting. The sponsor distributed all of its assets and ceased operations in December 2025.

Current wording

From May 19, 2025 until December 5, 2025, we consolidated the sponsor of Columbus Circle SPAC, which treated its investment in Columbus Circle SPAC under the equity method of accounting. The sponsor distributed all of its assets and ceased operations in December 2025.

Previous wording

As of June 30, 2026, we held 2,151,666 shares of BRR, which were allocated to us by the sponsor of the Columbus Circle SPAC. As of June 30, 2026, we carried these shares at a value of $3,314 as a component of other investments, at fair value in our consolidated balance sheet. The BRR shares are subject to certain transfer restrictions, which will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in our consolidated statement of operations. For the three and six-month period ended June 30, 2026, we recorded losses of ($1,227) and ($4,282), respectively, related to these shares.

Current wording

As of September 30, 2026, we held 2,151,666 shares of SVIA, which were allocated to us by the sponsor of Columbus Circle SPAC. As of September 30, 2026, we carried these shares at a value of $8,338 as a component of other investments, at fair value in our consolidated balance sheet. The SVIA shares are subject to certain transfer restrictions, which will lapse and the SVIA shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following: (i) the second anniversary of the Closing, (ii) if the closing price of Silvia, Inc.’s common stock equals or exceeds $10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30-trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty (120)-hour period equals or exceeds $140 during any five-day period. Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in our consolidated statement of operations. For the three and nine-month period ended September 30, 2026, we recorded gains of $5,024 and $742, respectively, related to these shares.

Previous wording

In addition, we served as underwriter and advisor to the Columbus Circle SPAC. As partial consideration for these services, we received 392,000 shares of BRR and 196,000 warrants. As of June 30, 2026, the shares and warrants were carried at a value of $647 as a component of other investments, at fair value in our consolidated balance sheet. For the three and six month period ended June 30, 2026, we recorded losses of ($235) and ($874), respectively, related to these shares and warrants.

Current wording

In addition, we served as underwriter and advisor to Columbus Circle SPAC. As partial consideration for these services, we received 392,000 shares of SVIA and 196,000 warrants. As of September 30, 2026, we held 292,000 shares and 196,000 warrants. These shares and warrants were carried at a value of $1,210 as a component of other investments, at fair value in our consolidated balance sheet. For the three and nine-month period ended September 30, 2026, we recorded gains of $951 and $77, respectively, related to these shares and warrants.

Previous wording

SixMonths Ended June 30, 2026 Compared to theSix*** Months Ended June 30, 2025***

Current wording

NineMonths Ended September 30, 2026 Compared to theNine*** Months Ended September 30, 2025***

Previous wording

The following table sets forth information regarding our consolidated results of operations for the six months ended June 30, 2026 and 2025.

Current wording

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2026 and 2025.

Previous wording

Revenues increased by $38,778, or 44%, to $127,389 for the six months ended June 30, 2026, as compared to $88,611 for the six months ended June 30, 2025. Each revenue line item is discussed below in more detail.

Current wording

Revenues decreased by $12,994, or 8%, to $159,830 for the nine months ended September 30, 2026, as compared to $172,824 for the nine months ended September 30, 2025. Each revenue line item is discussed below in more detail.

Previous wording

Net trading revenue increased by $7,120, or 36%, to $27,088 for the six months ended June 30, 2026, as compared to $19,968 for the six months ended June 30, 2025. The following table shows the detail by trading group.

Current wording

Net trading revenue increased by $6,068, or 18%, to $39,596 for the nine months ended September 30, 2026, as compared to $33,528 for the nine months ended September 30, 2025. The following table shows the detail by trading group.

Previous wording

Principal transactions and other income (loss) decreased by $3,883 to ($3,725) for the six months ended June 30, 2026, as compared to $158 for the six months ended June 30, 2025. The following table summarizes principal transactions and other income by category.

Current wording

Principal transactions and other income (loss) increased by $1,557 to $1,813 for the nine months ended September 30, 2026, as compared to $256 for the nine months ended September 30, 2025. The following table summarizes principal transactions and other income by category

Previous wording

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The loss on sale of Vellar GP related to the sale of our interest in the Vellar GP consummated in the three months ended March 31, 2025. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $10,633 in revenue share income. Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.

Current wording

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items. The loss on sale of Vellar GP related to the sale of our interest in the Vellar GP consummated in the three months ended March 31, 2025. The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $10,989 in revenue share income. Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K.

Previous wording

Operating expenses increased by $28,838, or 36%, to $109,847 for the six months ended June 30, 2026, as compared to $81,009 for the six months ended June 30, 2025. Each line item is discussed in more detail below.

Current wording

Operating expenses decreased by $3,804, or 3%, to $139,658 for the nine months ended September 30, 2026, as compared to $143,462 for the nine months ended September 30, 2025. Each line item is discussed in more detail below.

Previous wording

Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. This amount includes accrued unpaid compensation related to non-cash investment banking revenue. The increase was primarily the result of increased incentive compensation driven by increased revenue. Our total headcount was 129 at June 30, 2026 and 118 at June 30, 2025. Equity-based compensation increased because of increased issuances of units and shares to employees.

Current wording

Cash compensation and benefits in the table above was primarily comprised of salary, incentive compensation, severance, employer portion of payroll taxes, and benefits. This amount includes accrued unpaid compensation related to non-cash investment banking revenue. The decrease was primarily the result of decreased incentive compensation driven by decreased revenue. Our total headcount was 135 at September 30, 2026 and 124 at September 30, 2025. Equity-based compensation increased because of increased issuances of units and shares to employees.

Previous wording

Business development, occupancy, and equipment increased by$603, or 30%, to$2,591 for the three months ended June 30, 2026, as compared to$1,988 for the three months ended June 30, 2025. This increase was comprised of an increase in business development of $414 and an increase in occupancy and equipment of $189.

Current wording

Business development, occupancy, and equipment increased by $1,121, or 19%, to $6,979 for the nine months ended September 30, 2026, as compared to $5,858 for the nine months ended September 30, 2025. This increase was comprised of an increase in business development of $681 and an increase in occupancy and equipment of $440.

Previous wording

Subscriptions, clearing, and execution increasedby $3,019, or 67%, to $7,525 for thesix months ended June 30, 2026, as compared to $4,506 for thesix months ended June 30, 2025. The increase was comprised of an increase in clearing and execution of $2,537 and an increase in subscriptions of $482.

Current wording

Subscriptions, clearing, and execution increased by $4,048, or 56%, to $11,325 for the nine months ended September 30, 2026, as compared to $7,277 for the nine months ended September 30, 2025. The increase was comprised of an increase in clearing and execution of $3,132 and an increase in subscriptions of $916.

Previous wording

Professional fees and other operating expenses increasedby $1,083, or 17%, to $7,436 for thesix months ended June 30, 2026, as compared to $6,353 for thesix months ended June 30, 2025. The increase was comprised of an increase in professional fees of $1,417, partially offset by a decrease in other operating expense of $334.

Current wording

Professional fees and other operating expenses decreased by $41, or less than 1%, to $10,086 for the nine months ended September 30, 2026, as compared to $10,127 for the nine months ended September 30, 2025. This decrease was comprised of a decrease in other operating expenses of $270, partially offset by an increase in professional fees of $229.

Previous wording

Depreciation and amortization increased by $76, or 22%, to $420 for the six months ended June 30, 2026, as compared to $344 for the six months ended June 30, 2025.

Current wording

Depreciation and amortization increased by $106, or 20%, to $633 for the nine months ended September 30, 2026, as compared to $527 for the nine months ended September 30, 2025.

Previous wording

Interest expense, net decreased by $298, or 10%, to $2,646 for the six months ended June 30, 2026, as compared to $2,944 for the six months ended June 30, 2025.

Current wording

Interest expense, net decreased by $415, or 9%, to $4,001 for the nine months ended September 30, 2026, as compared to $4,416 for the nine months ended September 30, 2025.

Previous wording

Income / (loss) from equity method affiliates decreased by $4,546 to ($3,565) for the six months ended June 30, 2026, as compared to $981 for the six months ended June 30, 2025. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Current wording

Income / (loss) from equity method affiliates decreased by $6,866 to ($4,816) for the nine months ended September 30, 2026, as compared to ($11,682) for the nine months ended September 30, 2025. See note 11 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q

Previous wording

SPAC sponsor entities and other includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations. Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee. For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above. A significant portion of loss from equity method affiliates related to Columbus Circle I SPAC and Columbus Circle II SPAC are attributable to the non-convertible non-controlling interest. See discussion below.

Current wording

SPAC sponsor entities and other includes both indirect and direct investments in SPAC sponsor entities. Several of these SPAC sponsor entities are invested in SPACs that have completed their business combinations. Those SPAC sponsor entities hold restricted and unrestricted equity interests in the public post-merger entities. We account for our investments in SPAC sponsor entities under the equity method of accounting. If the SPAC sponsor entity distributes SPAC shares to us, we account for those SPAC shares as a component of other investments, at fair value. The following table shows the equity method income or loss included in other SPAC sponsor entities above broken out by the ultimate public company investee. For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above. A significant portion of loss from equity method affiliates related to Columbus Circle I SPAC, Columbus Circle II SPAC, and Columbus Circle III SPAC is attributable to the non-convertible non-controlling interest. See discussion below.

Previous wording

Income tax expense / (benefit) decreased by $951 to ($41) for the six months ended June 30, 2026, as compared to $910 for the six months ended June 30, 2025.

Current wording

Income tax expense / (benefit) decreased by $7,948 to ($6,305) for the nine months ended September 30, 2026, as compared to $1,643 for the nine months ended September 30, 2025.

Previous wording

Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the six months ended June 30, 2026, Cohen & Company Inc. owned 33.6% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 66.4% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.

Current wording

Cohen & Company Inc. consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC. For the nine months ended September 30, 2026, Cohen & Company Inc. owned 36.8% of the economic interests of the Operating LLC (on average) and was allocated the same percentage of income/(loss) generated by the Operating LLC. To the extent Cohen & Company Inc. incurs tax obligations on this amount, the related tax expense is recognized in our consolidated financial statements. The remaining 63.2% of income/(loss) generated by the Operating LLC was allocated to the non-controlling members of the Operating LLC and is subject to taxation on such members' individual tax returns.

Previous wording

We also have valuation allowances applied against our NOL and NCL carryforward deferred tax assets as well as our tax over book basis in the Operating LLC. Valuation allowances are applied to deferred tax assets when management determines that the assets may not be fully realized. This determination requires significant judgement and is primarily based on management's expectations regarding the generation of future taxable income. ASC 740 indicates that all available evidence should be considered when assessing the need for and the appropriate level of a valuation allowance. All available evidence includes historical information supplemented by all currently available information about future periods.

Current wording

We also have valuation allowances applied against our NOL and NCL carryforward deferred tax assets as well as our tax over book basis in the Operating LLC. Valuation allowances are applied to deferred tax assets when management determines that the assets may not be fully realized. This determination requires significant judgment and is primarily based on management's expectations regarding the generation of future taxable income. ASC 740 indicates that all available evidence should be considered when assessing the need for and the appropriate level of a valuation allowance. All available evidence includes historical information supplemented by all currently available information about future periods.

Previous wording

Net income / (loss) attributable to the non-convertible non-controlling interest for the six months ended June 30, 2026 and 2025 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us therein for the relevant periods. These interests are not convertible into Common Stock.

Current wording

Net income / (loss) attributable to the non-convertible non-controlling interest for the nine months ended September 30, 2026 and 2025 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us therein for the relevant periods. These interests are not convertible into Common Stock.

Previous wording

Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. We sold our interest in Vellar GP during 2025. Columbus Circle II SPAC was launched in the three months ended March 31, 2026. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Current wording

Other SPAC Sponsor Investor represents an entity that we consolidate, but do not wholly own, that invests in other SPAC sponsor entities. We sold our interest in Vellar GP during 2025. Columbus Circle II SPAC was launched in the three months ended March 31, 2026, and Columbus Circle III SPAC was launched in the three months ended September 30, 2026. See note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

Net income / (loss) attributable to the convertible non-controlling interest for the six months ended June 30, 2026 and 2025 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

Net income / (loss) attributable to the convertible non-controlling interest for the nine months ended September 30, 2026 and 2025 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us in the Operating LLC for the relevant periods. These interests are convertible into Common Stock. See note 21 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

Revenues increased by $9,616, or 16%, to $69,487 for the three months ended June 30, 2026, as compared to $59,871 for the three months ended June 30, 2025. Each line item is discussed below in more detail.

Current wording

Revenues decreased by $51,772, or 61%, to $32,441 for the three months ended September 30, 2026, as compared to $84,213 for the three months ended September 30, 2025. Each line item is discussed below in more detail.

Previous wording

Net trading revenue increased by $3,131, or 29%, to $13,888 for the three months ended June 30, 2026, as compared to $10,757 for the three months ended June 30, 2025. The following table shows the detail by trading group.

Current wording

Net trading revenue decreased by $1,052, or 8%, to $12,508 for the three months ended September 30, 2026, as compared to $13,560 for the three months ended September 30, 2025. The following table shows the detail by trading group.