Cohen & Steers (NYSE: CNS) GC nets 11,524 RSUs in bonus grant

Rhea-AI Filing Summary

Cohen & Steers general counsel Francis C. Poli reported routine equity compensation and related tax withholding in company stock. On 01/30/2026, the issuer withheld 4,543 shares of common stock at $64.58 to cover taxes upon vesting of previously granted RSUs. On the same date, Poli received a grant of 11,524 RSUs representing a mandatorily deferred portion of his 2025 annual incentive performance bonus, with RSUs vesting ratably over four years and associated dividend RSUs vesting on the fourth anniversary. Following these transactions, he directly owned 75,371 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

POLI FRANCIS C

(Last) (First) (Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COHEN & STEERS, INC. [ CNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GC, Secretary, EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		F		4,543(1)	D	$64.58	63,847	D
Common Stock	01/30/2026		A		11,524(2)	A	$0	75,371	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding by the issuer of shares of common stock in connection with the reporting person's tax obligations upon the vesting of previously reported restricted stock units ("RSUs") and delivery of the common stock underlying such RSUs.

2. Represents RSUs granted by the issuer to the reporting person constituting the portion of the reporting person's 2025 annual incentive performance bonus that was mandatorily deferred by the issuer. Any dividends paid on the issuer's common stock are paid in additional RSUs (the "dividend RSUs"). The RSUs vest ratably over four years, and the dividend RSUs vest on the fourth anniversary of the grant date of the RSUs.

Remarks:

	/s/ Brian W. Heller, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CNS executive Francis C. Poli report?

Francis C. Poli reported two equity-related transactions. The company withheld 4,543 Cohen & Steers common shares at $64.58 for tax obligations on vested RSUs, and granted him 11,524 new RSUs tied to his 2025 annual incentive performance bonus, all reported as directly owned.

How many Cohen & Steers (CNS) shares does Francis C. Poli own after this Form 4?

After the reported transactions, Francis C. Poli directly owned 75,371 shares of Cohen & Steers common stock. This figure reflects both the tax withholding of 4,543 shares and the grant of 11,524 RSUs on January 30, 2026, as disclosed in the Form 4.

What is the nature of the 11,524 RSUs granted to CNS executive Francis C. Poli?

The 11,524 RSUs granted to Francis C. Poli represent a mandatorily deferred portion of his 2025 annual incentive performance bonus. These RSUs vest ratably over four years, and any related dividend RSUs vest on the fourth anniversary of the original RSU grant date, according to the disclosure.

Why were 4,543 Cohen & Steers shares withheld in Francis C. Poli’s Form 4?

The 4,543 shares of Cohen & Steers common stock were withheld by the company to satisfy Francis C. Poli’s tax obligations. This occurred when previously reported restricted stock units vested and the underlying common shares were delivered, as explained in the Form 4 footnotes.

How do dividend RSUs work in Francis C. Poli’s Cohen & Steers grant?

Any dividends paid on Cohen & Steers common stock tied to Francis C. Poli’s RSUs are credited as additional RSUs, called dividend RSUs. The main RSUs vest over four years, while all associated dividend RSUs vest on the fourth anniversary of the original RSU grant date.