[Form 4] Cohen & Steers Inc. Insider Trading Activity

Rhea-AI Filing Summary

Poli Francis C, an officer (GC, Secretary, EVP) of Cohen & Steers, Inc. (CNS), reported an acquisition on 08/21/2025 of 185 common shares issued as dividend-equivalent restricted stock units tied to the company's Q3 2025 dividend. The transaction reflects accruals on unvested restricted stock units granted in January 2022, January 2023, January 2024 and January 2025. The shares were recorded at $0 (non-cash issuance) and increase the reporting person’s beneficial ownership to 68,167 shares. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• Insider ownership increased to 68,167 shares, reflecting additional alignment with shareholder interests
• Transaction tied to dividend-equivalent RSUs from grants in Jan 2022, Jan 2023, Jan 2024, and Jan 2025, showing consistent equity compensation practice
• Non-cash issuance ($0) indicates dividend-equivalent treatment rather than a market purchase, which preserves company cash

Negative

• No material negatives disclosed in this single Form 4 filing; transaction appears routine and non-material

Insights

Corporate Governance Expert

TL;DR: Officer received dividend-equivalent RSUs, modestly increasing insider ownership and aligning compensation with shareholder distributions.

This Form 4 documents a non-cash issuance of 185 common shares as dividend-equivalent restricted stock units accruing to unvested RSUs from annual grants (Jan 2022–2025). Such accruals are a common compensation practice that preserves the economic equivalence of dividends for unvested equity awards. The increase to 68,167 beneficial shares is incremental and does not indicate a change in control or a material shift in insider alignment. Disclosure appears complete for the single transaction reported.

Securities Analyst

TL;DR: Small, routine insider share accrual from dividend-equivalent RSUs; immaterial to capitalization but confirms equity-based pay activity.

The filing shows 185 shares issued at $0 as dividend equivalents tied to previously granted restricted stock units. This is an operational compensation event rather than an open-market purchase or sale. Beneficial ownership after the issuance is 68,167 shares, which is a clear, quantifiable position for the reporting officer. There is no cash consideration and no derivative activity disclosed. For investors, this is routine insider compensation disclosure with no immediate valuation impact disclosed in the Form 4.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/21/2025

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	08/21/2025		A		185(1)	A	$0	68,167	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 acquisition of dividend equivalent restricted stock units in connection with the issuer's third quarter 2025 dividend and accrued to the reporting person on unvested restricted stock units granted in January 2022, January 2023, January 2024 and January 2025.

Remarks:

	/s/ Brian W. Heller, Attorney-in-Fact	08/22/2025
	** 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 did Poli Francis C report on Form 4 for CNS?

The officer reported acquisition of 185 common shares on 08/21/2025 as dividend-equivalent restricted stock units, bringing beneficial ownership to 68,167 shares.

Was cash paid for the shares reported on the Form 4?

No. The filing lists the price as $0, indicating a non-cash issuance as dividend equivalents on unvested RSUs.

Why were the 185 shares issued to the reporting person?

They represent dividend-equivalent restricted stock units accrued on unvested restricted stock units granted in January 2022, January 2023, January 2024 and January 2025.

When was the transaction and when was the Form 4 signed?

The transaction date is 08/21/2025 and the Form 4 bears a signature by an attorney-in-fact dated 08/22/2025.

Does the Form 4 show any derivative activity or sales?

No. Table II (derivative securities) contains no reported activity and the reported transaction is a non-derivative acquisition.

What is Poli Francis C’s role at Cohen & Steers?

The filing identifies the reporting person as an Officer with titles listed as GC, Secretary, and EVP.