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CNS Insider Filing: 849,205 Shares Disposed; 423 RSUs Granted

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Martin Cohen, a Director and 10% owner of Cohen & Steers, Inc. (CNS), filed a Form 4 reporting changes in his beneficial ownership. The filing shows 8,171,461 shares of common stock held indirectly by the Martin Cohen 2018 Revocable Trust, of which Mr. Cohen disclaims beneficial ownership except to the extent of his pecuniary interest. On 10/01/2025 the filing records a transaction coded A for 423 restricted stock units (RSUs) granted at a $0 price; the RSUs are stated to be 100% vested on the grant date and will be delivered on the third anniversary of the grant date. The Form 4 also reports a disposition of 849,205 shares. The filing is signed by an attorney-in-fact on 10/03/2025.

Positive

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Insights

TL;DR: Director-owner reports large indirect holdings and a sizeable share disposition on 10/01/2025.

The Form 4 documents that 8,171,461 common shares are held indirectly by the Martin Cohen 2018 Revocable Trust; the filing explicitly states Mr. Cohen disclaims beneficial ownership except for pecuniary interest. This clarifies the legal ownership structure reported under Section 16.

The filing records a 423-unit RSU grant at $0 that is 100% vested on grant and payable on the third anniversary, and separately shows a disposition of 849,205 shares. The RSU vesting and delayed delivery timing are disclosed facts; the large reported disposition is a material change in direct share counts as stated in the filing.

Insider COHEN MARTIN
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock 423 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 849,205 shares (Direct); Common Stock — 8,171,461 shares (Indirect, By the Martin Cohen 2018 Revocable Trust)
Footnotes (1)
  1. Shares held by the Martin Cohen 2018 Revocable Trust. Mr. Cohen and a member of his family serve as trustees of the trust. Mr. Cohen disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. Represents shares of common stock underlying restricted stock units granted by the issuer to the reporting person. Such restricted stock units were 100% vested on the grant date and the related number of shares will be delivered to the reporting person on the third anniversary of the grant date.
Form 4 Insider Transactions: What Each Field Means →
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).
1. Name and Address of Reporting Person*
COHEN MARTIN
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
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 8,171,461 I By the Martin Cohen 2018 Revocable Trust(1)
Common Stock 10/01/2025 A 423(2) A $0 849,205 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 held by the Martin Cohen 2018 Revocable Trust. Mr. Cohen and a member of his family serve as trustees of the trust. Mr. Cohen disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
2. Represents shares of common stock underlying restricted stock units granted by the issuer to the reporting person. Such restricted stock units were 100% vested on the grant date and the related number of shares will be delivered to the reporting person on the third anniversary of the grant date.
Remarks:
/s/ Brian W. Heller, Attorney-in-Fact 10/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Cohen & Steers insider Martin Cohen report on Form 4 (CNS)?

The filing reports 8,171,461 shares held indirectly by the Martin Cohen 2018 Revocable Trust, a 423-unit RSU grant (100% vested), and a disposition of 849,205 shares, with the transaction date 10/01/2025.

How are the 8,171,461 shares held according to the Form 4?

Those shares are held indirectly by the Martin Cohen 2018 Revocable Trust; Mr. Cohen and a family member serve as trustees and he disclaims beneficial ownership except for pecuniary interest.

What is the nature and timing of the RSU grant reported?

The filing states 423 restricted stock units were granted on 10/01/2025, were 100% vested on the grant date, and the underlying shares will be delivered on the third anniversary of the grant date.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/03/2025.

Does the Form 4 state whether Mr. Cohen directly beneficially owns the trust shares?

The filing explicitly states Mr. Cohen disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest.