8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2024

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Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in Charter)

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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)

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

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 17, 2024, Peter L. Rhein notified Cohen & Steers, Inc. (the “Company”) of his decision to retire from the Company’s Board of Directors (the “Board”), effective no later than the Company’s 2025 Annual Meeting of Shareholders. Mr. Rhein has served on the Board since 2004. During his tenure, he served as a member of each of the Audit Committee, including for 17 years as Chairman, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Rhein’s retirement decision is not the result of any disagreement with the Company, Company management or the Board.

SIGNATURES

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.