RSU grant and tax share withholding for Cohen & Steers (NYSE: CNS) chair

Rhea-AI Filing Summary

Cohen & Steers, Inc. Executive Chairman Robert H. Steers, a director and 10% owner, reported equity-related transactions dated January 30, 2026. The company withheld 9,232 shares of common stock at $64.58 to satisfy his tax obligations upon vesting of previously reported restricted stock units (RSUs).

On the same date, he received a grant of 6,229 RSUs as the mandatorily deferred portion of his 2025 annual incentive performance bonus. These RSUs vest ratably over four years, while any dividend RSUs vest on the fourth anniversary of the grant date. Following these transactions, he directly holds 136,744 shares of common stock.

Separate trusts for the benefit of Mr. Steers and his family hold additional shares, including 7,147,497 shares in the Robert H. Steers 2018 Revocable Trust, 3,897,184 shares in The Hilltop GST Non-Exempt Descendants' Trust, 805,920 shares in The Sunnyridge GST Exempt Family Trust, and 334 shares in the Hamilton-Steers 2017 Trust, with Mr. Steers disclaiming beneficial ownership of certain of these holdings except to the extent of any pecuniary interest.

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

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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^*

STEERS ROBERT HAMILTON

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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								7,147,497	I	By the Robert H. Steers 2018 Revocable Trust(1)
Common Stock								3,897,184	I	By The Hilltop GST Non-Exempt Descendants' Trust(2)
Common Stock								805,920	I	By The Sunnyridge GST Exempt Family Trust(3)
Common Stock								334	I	By the Hamilton-Steers 2017 Trust FB Robert H. Steers(4)
Common Stock	01/30/2026		F		9,232(5)	D	$64.58	130,515	D
Common Stock	01/30/2026		A		6,229(6)	A	$0	136,744	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. Shares owned by the Robert H. Steers 2018 Revocable Trust. Mr. Steers and a member of his immediate family serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

2. Shares owned by The Hilltop GST Non-Exempt Descendants' Trust for the benefit of Mr. Steers' family. A member of Mr. Steers' immediate family and an independent third party serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares, and the filing of this Form 4 is not an admission that Mr. Steers is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. Shares owned by The Sunnyridge GST Exempt Family Trust for the benefit of Mr. Steers' family. A member of Mr. Steers' immediate family and an independent third party serve as trustees of the trust. Mr. Steers disclaims beneficial ownership of these shares, and the filing of this Form 4 is not an admission that Mr. Steers is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

4. Shares owned by the Hamilton-Steers 2017 Trust FB Robert H. Steers, of which Mr. Steers is a beneficiary and trustee.

5. 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.

6. 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.
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FAQ

What insider transactions did Robert H. Steers report at Cohen & Steers (CNS)?

Robert H. Steers reported two equity transactions on January 30, 2026. The company withheld 9,232 shares to cover tax obligations on vesting RSUs and granted him 6,229 new restricted stock units as part of his deferred 2025 annual incentive performance bonus.

Was the 9,232-share transaction by Robert H. Steers an open-market sale of CNS stock?

No. The 9,232-share transaction represents shares withheld by Cohen & Steers to satisfy Robert H. Steers’ tax obligations upon vesting of previously reported RSUs, at a price of $64.58 per share, rather than an open-market discretionary sale of common stock.

What are the terms of the 6,229 RSUs granted to Robert H. Steers at Cohen & Steers (CNS)?

The 6,229 RSUs granted to Robert H. Steers represent the mandatorily deferred portion of his 2025 annual incentive bonus. These RSUs vest ratably over four years, and any dividend RSUs credited on related dividends vest on the fourth anniversary of the original RSU grant date.

How many Cohen & Steers (CNS) shares does Robert H. Steers hold directly after these transactions?

After the January 30, 2026 transactions, Robert H. Steers directly holds 136,744 shares of Cohen & Steers common stock. This figure reflects the effect of the 9,232-share tax withholding and the 6,229-share RSU-related acquisition reported in the Form 4 filing.

What indirect holdings in Cohen & Steers (CNS) are reported through trusts related to Robert H. Steers?

Indirect holdings include 7,147,497 shares in the Robert H. Steers 2018 Revocable Trust, 3,897,184 in The Hilltop GST Non-Exempt Descendants' Trust, 805,920 in The Sunnyridge GST Exempt Family Trust, and 334 in the Hamilton-Steers 2017 Trust, with Mr. Steers disclaiming beneficial ownership of certain of these shares.

What role does Robert H. Steers hold at Cohen & Steers (CNS) and why is he a reporting person?

Robert H. Steers is Executive Chairman, a director, and a 10% owner of Cohen & Steers. These roles make him a Section 16 reporting person, requiring disclosure of his direct and certain indirect transactions and holdings in the company’s common stock via Form 4 filings.