Cohen & Steers (NYSE: CNS) CEO receives RSUs, tax shares withheld

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cohen & Steers, Inc. reported insider equity activity by CEO and director Joseph M. Harvey. On January 30, 2026, the company withheld 33,644 shares of common stock at $64.58 per share to cover his tax obligations upon vesting of previously reported RSUs.

On the same date, he was granted 80,984 restricted stock units (RSUs) at $0 as the mandatorily deferred portion of his 2025 annual incentive performance bonus. These RSUs vest ratably over four years, and related dividend RSUs vest on the fourth anniversary of the grant date. After these transactions, he directly beneficially owned 1,335,772 shares and had 305,000 shares held indirectly through a limited liability company owned by a family trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Harvey Joseph M

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	33,644	$64.58	$2.17M
Grant/Award	Common Stock	80,984	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,254,788 shares (Direct); Common Stock — 305,000 shares (Indirect, By LLC)

Footnotes (1)

Shares held in a limited liability company owned by a family trust. Mr. Harvey disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/02/2026 - 04:14 PM

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^*

Harvey Joseph M

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								305,000	I	By LLC⁽¹⁾
Common Stock	01/30/2026		F		33,644⁽²⁾	D	$64.58	1,254,788	D
Common Stock	01/30/2026		A		80,984⁽³⁾	A	$0	1,335,772	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares held in a limited liability company owned by a family trust. Mr. Harvey disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

2. 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.

3. 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CNS CEO Joseph M. Harvey report?

Joseph M. Harvey reported two equity entries on January 30, 2026: tax withholding of 33,644 Cohen & Steers common shares at $64.58, and a grant of 80,984 RSUs as deferred 2025 incentive bonus, both affecting his direct beneficial ownership.

How many Cohen & Steers (CNS) shares does the CEO own after this Form 4?

After these transactions, Joseph M. Harvey directly beneficially owned 1,335,772 Cohen & Steers common shares. An additional 305,000 shares are held indirectly through a limited liability company owned by a family trust, where he disclaims beneficial ownership beyond his pecuniary interest.

What is the nature of the 80,984 RSUs granted to the CNS CEO?

The 80,984 RSUs represent the portion of Joseph M. Harvey’s 2025 annual incentive performance bonus mandatorily deferred into equity. The RSUs vest ratably over four years, while any dividend RSUs tied to them vest on the fourth anniversary of the original grant date.

Why were 33,644 CNS shares withheld from the CEO on January 30, 2026?

The 33,644 Cohen & Steers shares were withheld by the issuer to satisfy Joseph M. Harvey’s tax obligations when previously reported RSUs vested. Upon vesting, the underlying common stock was delivered and a portion was retained to cover associated tax liabilities.

How are the 305,000 indirect CNS shares held for Joseph M. Harvey?

The 305,000 Cohen & Steers shares are held indirectly in a limited liability company owned by a family trust. Joseph M. Harvey disclaims beneficial ownership of these shares except to the extent of his pecuniary interest as described in the filing footnote.

How do dividends affect the RSUs granted to the CNS CEO?

Any cash dividends paid on Cohen & Steers common stock are credited to Joseph M. Harvey as additional dividend RSUs linked to his grant. These dividend RSUs vest on the fourth anniversary of the original RSU grant date, aligning with long-term incentive structures.