Material Event (Form 8-K)

As previously disclosed, on March 13, 2025, Cohen & Company Financial Management, LLC (formerly known as Cohen Bros. Financial Management, LLC) ("Seller"), a Delaware limited liability company and an investment advisor subsidiary of Cohen & Company Inc., a Maryland corporation, entered into a Master Transaction Agreement (the "MTA"), by and between Seller and HCMC III, LLC, a Delaware limited liability company, as buyer ("Buyer"). Buyer is an affiliate of Hildene Capital Management, LLC ("Hildene"), an SEC-registered investment adviser based in Stamford, Connecticut. Hildene has been investing in collateralized debt obligations (CDOs) backed by trust preferred securities (TruPS) since the 2007-08 financial crisis, and has extensive experience with monitoring banks and insurance companies.

Pursuant to the MTA, Seller agreed to sell, assign, transfer and convey to Buyer all of Seller's rights and obligations in and under the Collateral Management Agreements and Collateral Administration Agreements (collectively, the "CDO Agreements") for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd. and (v) Alesco Preferred Funding VIII, Ltd. (each an "Issuer") and all books and records with respect to each Issuer.

The MTA contemplated multiple closings following the date of the MTA (each a "Closing"), with each Closing to occur following the satisfaction of the conditions to Closing for the assignment of each CDO Agreement pursuant to the MTA.

As previously disclosed, on July 9, 2025, in accordance with the terms and conditions of the MTA, Seller and Buyer consummated the Closings of the sale, assignment, transfer and conveyance to Buyer all of Seller's rights and obligations in and under the CDO Agreements for, and all books and records with respect to, Alesco Preferred Funding V, Ltd. and Alesco Preferred Funding VIII, Ltd. for an aggregate purchase price of $837,447 after required purchase price reductions set forth in the MTA.

On September 5, 2025, in accordance with the terms and conditions of the MTA, Seller and Buyer consummated the Closings of the sale, assignment, transfer and conveyance to Buyer all of Seller's rights and obligations in and under the CDO Agreements for, and all books and records with respect to, Alesco Preferred Funding III, Ltd., Alesco Preferred Funding IV, Ltd., and Alesco Preferred Funding VI, Ltd. for an aggregate purchase price of $2,022,403 after required purchase price reductions set forth in the MTA.

No further Closings are contemplated under the MTA.

The foregoing description of the MTA does not purport to be complete and is qualified in its entirety by reference to the full text of the MTA, a copy of which is attached as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the United States Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference.