Cohen & Steers (NYSE: CNS) EVP granted 8,098 RSUs, 852 shares withheld

Rhea-AI Filing Summary

Cohen & Steers, Inc. Executive Vice President Brandon Brown reported two transactions in the company’s common stock. On January 30, 2026, the issuer withheld 852 shares at $64.58 per share to cover his tax obligations upon vesting of previously reported restricted stock units (RSUs).

On the same date, Brown received a grant of 8,098 RSUs as the mandatorily deferred portion of his 2025 annual incentive performance bonus, at a stated price of $0 per share. These RSUs vest in equal installments over four years, while any dividend-equivalent RSUs vest on the fourth anniversary of the grant date. Following these transactions, Brown directly beneficially owned 17,613 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

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^*

Brown Brandon

(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)
	Executive Vice President

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		852(1)	D	$64.58	9,515	D
Common Stock	01/30/2026		A		8,098(2)	A	$0	17,613	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 Brandon Brown report?

Brandon Brown reported a tax withholding of 852 Cohen & Steers (CNS) shares at $64.58 and a grant of 8,098 restricted stock units (RSUs). The withholding covered taxes on vesting RSUs, while the new RSUs represent deferred 2025 incentive compensation.

How many Cohen & Steers (CNS) RSUs were granted to Brandon Brown?

Brandon Brown was granted 8,098 RSUs by Cohen & Steers as part of his 2025 annual incentive performance bonus, which was mandatorily deferred. These RSUs vest ratably over four years, aligning compensation with longer-term company performance and continued service.

Why were 852 CNS shares withheld from Brandon Brown on January 30, 2026?

The 852 Cohen & Steers shares were withheld to satisfy Brandon Brown’s tax obligations when previously reported RSUs vested and converted into common stock. This is a common cashless method where the issuer retains shares instead of the executive paying taxes in cash.

How do Brandon Brown’s new CNS RSUs vest over time?

The 8,098 RSUs granted to Brandon Brown vest ratably over four years. Any dividend-equivalent RSUs credited on these awards vest on the fourth anniversary of the original grant date, extending the incentive’s time horizon and tying value to future company performance.

How many Cohen & Steers (CNS) shares does Brandon Brown own after these transactions?

After the January 30, 2026 transactions, Brandon Brown beneficially owned 17,613 CNS common shares directly. This total reflects both the 852-share tax withholding and the addition of 8,098 newly granted RSUs reported in the Form 4 filing.

How are dividends on Brandon Brown’s CNS RSUs treated?

Any dividends paid on Cohen & Steers common stock are credited on Brandon Brown’s RSUs as additional dividend RSUs. These dividend RSUs vest on the fourth anniversary of the original RSU grant date, matching the long-term incentive structure of the underlying award.