8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 22, 2024

_____________________

Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________

Delaware	001-32236	14-1904657
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)

1166 Avenue of the Americas

New York, NY 10036

(Address of principal executive offices and Zip Code)

(212) 832-3232

(Registrant's telephone number, including area code)

_________________________________________<br><br>(Former name or former address, if changed since last report)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CNS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed on April 22, 2024, Cohen & Steers, Inc. (the “Company”) entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA Securities”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.01 per share (the “Shares”) having an aggregate offering price of up to $100,000,000 through BofA Securities, acting as its agent, or directly to BofA Securities, acting as principal.

On April 22, 2024, the Company delivered written notice to BofA Securities that it was terminating the Sales Agreement, effective April 22, 2024, pursuant to Section 9(a) of the Sales Agreement.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 22, 2024 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 22, 2024, the Company issued a press release announcing that the Company has offered and sold 1,007,057 Shares through its “at-the-market” equity offering program. The Shares were offered and sold through BofA Securities, as sales agent, at an average price per share of $69.60. The expected net proceeds to Cohen & Steers, after deducting commissions and estimated offering expenses, are approximately $68.4 million.

A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The exhibit listed on the exhibit index accompanying this Current Report on Form 8-K is furnished herewith.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 22, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cohen & Steers, Inc.<br><br>(Registrant)
Date: April 23, 2024	By:	/s/ Francis C. Poli
---	---	---
		Francis C. Poli<br><br>Title: Executive Vice President, General Counsel and Secretary

Document

Exhibit 99.1

Cohen & Steers, Inc.

1166 Avenue of the Americas

New York, NY 10036-2708

212 832 3232

Contact:

Robert Klemens

Vice President, Communications

212 796 9377

Cohen & Steers Raises $70 Million in Gross Proceeds from

At-the-Market Equity Offering

NEW YORK, April 22, 2024—Cohen & Steers, Inc. (NYSE: CNS) has offered and sold 1,007,057 shares of its common stock (the “Shares”) through its “at-the-market” equity offering program (the “ATM Program”). The Shares were offered and sold through BofA Securities, as sales agent, at an average price per share of $69.60. The expected net proceeds to Cohen & Steers, after deducting commissions and estimated offering expenses, are approximately $68.4 million. The sales of the Shares are expected to settle on April 24, 2024, subject to customary closing conditions. Cohen & Steers intends to use the net proceeds for general corporate purposes, including seeding track record strategies and investment vehicles.

Cohen & Steers will not offer or sell any additional shares of its common stock under the ATM Program and has terminated the program pursuant to notice delivered to BofA Securities.

About Cohen & Steers. Cohen & Steers is a leading global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the firm is headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.

Forward-Looking Statements

This press release and other statements that Cohen & Steers may make may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current views with respect to, among other things, the Company’s operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

SOURCE: Cohen & Steers

CONTACT: Robert Klemens Vice President, Communications

media@cohenandsteers.com

Website: https://www.cohenandsteers.com

Symbols: NYSE: CNS