Cohen & Steers (CNS) interim CFO Donohue reports tax withholding and 8,040 RSU grant

Rhea-AI Filing Summary

Cohen & Steers interim CFO and SVP Michael T. Donohue reported equity compensation-related transactions in company common stock. On January 30, 2026, the issuer withheld 2,294 shares at $64.58 per share to satisfy tax obligations upon vesting of previously granted RSUs. On the same date, Donohue received a grant of 8,040 restricted stock units representing the mandatorily deferred portion of his 2025 annual incentive bonus. These RSUs vest ratably over four years, with any dividend-equivalent RSUs vesting on the fourth anniversary of the grant. Following these transactions, he directly beneficially owned 32,012 common shares.

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^*

Donohue Michael T.

(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)
	Interim CFO, SVP

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		2,294(1)	D	$64.58	23,972	D
Common Stock	01/30/2026		A		8,040(2)	A	$0	32,012	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 interim CFO Michael Donohue report?

Michael Donohue reported two equity-related transactions. The issuer withheld 2,294 Cohen & Steers common shares at $64.58 for taxes on vested RSUs, and granted him 8,040 restricted stock units tied to his deferred 2025 annual incentive performance bonus.

How many Cohen & Steers (CNS) shares does Michael Donohue own after these transactions?

After the reported transactions, Michael Donohue beneficially owned 32,012 shares of Cohen & Steers common stock directly. This total reflects both the tax-related share withholding and the new grant of 8,040 restricted stock units awarded on January 30, 2026.

What does the 8,040 RSU grant to CNS interim CFO represent?

The 8,040 RSU grant represents the portion of Michael Donohue’s 2025 annual incentive performance bonus that Cohen & Steers mandatorily deferred. These restricted stock units are compensation that will deliver common shares over time instead of immediate cash payment.

How do the 8,040 RSUs granted to Michael Donohue vest over time?

The 8,040 RSUs vest ratably over four years, meaning a portion becomes deliverable each year. Any dividends paid on Cohen & Steers common stock generate additional dividend RSUs, which vest fully on the fourth anniversary of the original RSU grant date.

Why were 2,294 CNS shares withheld from Michael Donohue?

The 2,294 Cohen & Steers shares were withheld by the issuer to cover Michael Donohue’s tax obligations. This withholding occurred when previously reported restricted stock units vested and the underlying common stock was delivered, a common approach to satisfy tax liabilities.

Are dividends on Cohen & Steers stock paid in cash on these RSUs?

Dividends on Cohen & Steers common stock tied to these RSUs are paid in additional restricted stock units called dividend RSUs. These dividend RSUs do not vest annually but instead vest on the fourth anniversary of the original RSU grant date.