CNS 10-K & 10-Q changes, risk factors and insider trading

As of December 31, 2024,2025, approximately 65.2%63.8% of the assets we managed was concentrated in real estate securities strategies, including approximately 26.2%25.9% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect investment performance. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. We are paid a management fee or incentive fee based on the net asset value or returns, respectively, of certain of our investment vehicles and declines in the value of real estate securities and real property investments may reduce the fees we earn and our assets under management. Income and real estate values may be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, global or regional events and disruptions that directly impact the real estate sector, the cost of compliance with applicable laws and regulations, sensitivity to certain economic factors such as uncertainty around the timing and extent of interest rate changes and market volatility or economic recession, the availability and terms of financing, the creditworthiness of tenants, the volume and market terms of commercial real estate purchase and sale transactions, general and local economic conditions, the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions and other factors that are beyond our control. In addition, distress in the commercial real estate sector, including office properties, as well as shifting business trends and/or workforce reductions in certain geographies and industries, has negatively impacted and may continue to negatively impact certain markets in which we invest, including for example, as a result of low occupancy rates, tenant defaults, reduced rental rates, the maturation of a significant amount of commercial real property loans amid an elevated interest rate environment, tightening credit conditions imposed by traditional sources of real estate financing and refinancing and commercial mortgage loan defaults. Real estate values may also be adversely affected by new businesses and approaches in the real estate market and sectors in which we invest that cause disruptions in the industry with technological and other innovations, such as impacts to the value of hospitality properties due to competition from the non-traditional hospitality sector (such as short-term rental services) and office properties due to competition from shared office spaces (including co-working environments) or remote work arrangements. Further, our investments in real estate securities and real property may be exposed to new or increased risks and liabilities that could have a negative impact on our investment strategies and reduce our assets under management, revenue and earnings, including risks associated with global climate change, such as increased frequency and/or intensity of adverse weather and natural disasters. If underlying properties do not generate sufficient income to pay for ongoing operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance or value of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.

Our ability to increase our ownership, or maintain existing levels of ownership, in securities issued by REITs may also be constrained by REIT ownership limits,limits which limit the percentage ownership ofon a REIT’s outstanding capital stock, common stock and/or preferred stock. REIT charters generally grant a REIT the right to unilaterally reduce any ownership amount that it deems to be in violation of its ownership limits. Such charters do not typically provide for the elimination of such right even in the event a REIT has previously provided waivers from such limits or acknowledgements that ownership levels do not violate such limits. To the extent these ownership restrictions prevent us from acquiring new or additional real estate securities, or force us to reduce existing ownership amounts in general or at prices that are not attractive, our revenue and our ability to invest available assets and increase the assets we manage could be negatively affected.

Issuers of securities that represent the focus of these investment strategies may be concentrated in industries and geographies that experience sector-based volatility. Volatility or disruption in any such industries or geographies may cause a decline in the value of our preferred securities portfolios and negatively impact our investment returns, such as the stress and contagion fears arising out of the U.S. banking sector, utility sector in 2023 uponand the collapsebroader andfinancial subsequent regulatory takeover of certain U.S. regional banks.industry. In addition, issuers of securities that are the focus of these investment strategies may experience a direct credit, liquidity or other financial event that negatively impacts the value of our investment positions in such issuer, such as the high-profile collapse and regulatory intervention at a Swiss financial services organization during 2023 that resulted in the write-down of the value of such issuer’s contingent capital securities instruments held by us and other investors.

We are party to a credit agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on JanuaryAugust 20,15, 2026.2029. Outstanding indebtedness may, among other things, (i) decrease our ability to obtain additional financing for other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest and reduce the amount of cash otherwise available for other purposes, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, (v) increase our exposure to the risk of increased interest rates where our borrowings are at variable rates of interest, (vi) make it more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness and (vii) increase our vulnerability to adverse changes in general economic and industry conditions. Our ability to repay principal and interest on indebtedness could depend upon our future performance, which is subject to general economic conditions and financial, business and other factors and risks that may be beyond our control.

Our business is dependent on the effectiveness of our information and cybersecurity policies and procedures to protect our network and telecommunications systems and the data that reside in or are transmitted through such systems. As part of our normal operations, we maintain and transmit confidential information about our clients’ portfolios as well as proprietary information relating to our business operations and our employees. We maintain a system of internal controls for us and certain of our investment vehicles designed to provide reasonable assurance that malicious or fraudulent activity, including misappropriation of our assets, fraudulent financial reporting and unauthorized access to sensitive or confidential information is either prevented or timely detected and remediated. However, our technology systems may still be vulnerable to unauthorized access or may be corrupted by cyberattacks, computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. The nature of these threats and the techniques used by cyber criminals are constantly evolving, can originate from a wide variety of sources and are becoming increasingly sophisticated, including the use of artificial intelligence (AI) by threat actors to develop cyberattacks and the use of “ransomware”, social engineering and phishing attacks, and may not be recognized until launched. Highly publicized security breaches continue to expose failures of companies to keep pace with the threats posed by cyber-attackers and have led to increased government, regulatory and media scrutiny.

The investment management industry is highly competitive, and investors are increasingly fee sensitive. We compete against a large number of investment products offered by other investment management companies, investment dealers, banks and insurance companies, and many institutions we compete with have greater infrastructure and financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, investments in available property assets, distribution capability, scope and quality of services, reputation and the ability to develop and successfully launch new investment strategies and products to meet the changing needs of investors and generate strong returns. In the case of new strategy and product launches (including exchange-traded funds), our lack of available long-term records of prior investment performance, or investment “track records,” may put us at a competitive disadvantage until such records are established. In addition, the investment management industry is facing transformative pressures and trends from a variety of different sources including increased fee pressure; a continued shift away from actively managed equity and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; and increased regulatory activity and scrutiny of many aspects of the investment management industry. Further, advances in technology, including through artificial intelligenceAI capabilities, automation and digital wealth and distribution tools, as well as growing client interest for enhanced digital interaction with their investment portfolios, may require us to adapt our strategy, business and operations to address these trends and pressures. Our competitive position may weaken if we are unable to meet these client priorities.

Our growth strategy includes the expansion of our business and diversification of our investment management business beyond our existing core products and services. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies, such as our private real estate investment strategy. We also continue to prioritize the expansion of our geographical presence and capabilities as well as product and service offerings outside the U.S. Significant fixed costs and other expenses have been incurred to support the development and launch of new strategies, investment vehicles and products (including exchange-traded funds and rights offerings), to expand the availability and marketability of our existing strategies and products, to grow our potential client base and to enhance our infrastructure, including additional office space, technology, operations and personnel.

The success of our business strategy and future growth is contingent upon our ability to continue to support and invest in the development of new strategies and products, to generate sufficient assets under management and fee revenue at the levels and within the timeframe anticipated in order to support the compensation and other costs and expenses underlying such new strategies and products, to expand the availability of our existing strategies and products and to successfully manage multiple offices and navigate legal and regulatory systems both domestically and internationally. The effectiveness of our operations outside the U.S. may also depend in part on our ability to identify, establish, launch, adequately staff and properly license new or alternate foreigninternational office locations, either opportunistically or in response to regional conditions. The upfront and ongoing costs of adequately supporting our growth and initiatives will have an effect on our operating margin and other financial results.

Changes in market and economic conditions, including elevated interest rates,conditions could reduce our assets under management and adversely impact our revenue and profitability.

Changes in market and global economic conditions, including elevated interest rates, volatile equity markets, rapid and unpredictable changes in technology, slowing growth and rising inflation as well as client and governmental policy responses thereto, as well asand geopolitical risks such as regional armed conflicts, trade policy unpredictability, shifting foreign policy positions and alliances and government shutdowns, could adversely affect the value of our assets under management, which would reduce the fees we earn and our revenue.

Our assets under management are concentrated in the U.S., Asia Pacific and European equity markets. Equity securities may decline in value as a result of many global, regional or issuer-specific economic or market factors, including changes in interest rates, inflation, an issuer’s actual or perceived financial condition and growth prospects, investor perception of an industry, geography or sector, changes in currency exchange rates and changes in regulations. In addition, national and international geopolitical risks and events, including the armed conflict between Russia and Ukraine and ongoing conflicts in the Middle East, tensions between the U.S. and China, deglobalization trends and changes in national industrial and trade policies and national elections in countries such as the U.S., Taiwan and India, and recent political and military developments in Venezuela, have caused and may continue to cause volatility in the global financial markets and economy. Such volatility has led and may continue to lead to the disruption of global supply chains, tariffs, labor shortages, sudden fluctuations in commodity prices and energy costs, greater political instability and the implementation of sanctions and heightened cybersecurity concerns, any or all of which may create severe long-term macroeconomic challenges, limit liquidity opportunities or lead to higher costs. Any declines in the equity markets, or in market segments in which our investment products and strategies are concentrated, could reduce the value of our seed investments and/or our assets under management, revenue and earnings.

During 2024,2024 and 2025, the Federal Reserve Board began reducingreduced the federal funds rate, which had been raised significantly during 2022 and 2023 to combat rising inflation in the U.S., and while further interest rate reductions remain possible, continued inflationary pressures and elevated interest rates may negatively affect our investment opportunities, the value of our investments and the relative attractiveness of and demand for our strategies, including our preferred securities and fixed income investments and strategies.

The financial industry continues to be impacted by innovation, technological changes and changing customer preferences, including the deployment of new technologies based on artificial intelligenceAI and machine-learning that are becoming increasingly competitive with and may disrupt more traditional business models. If we do not effectively deploy AI technologies or anticipate and adapt to these changes, or if our competitors implement artificial intelligenceAI technology more quickly or efficiently, our competitive position may suffer, and these impacts would adversely affect our business and financial condition. Our business could also be affected by technological changes in the industries or markets in which we invest that negatively impact the values of assets in which we invest and adversely affect our business and financial condition. Additionally, our business could be affected by regulatory requirements through new rules around technological advancements that could increase the cost of compliance when employing these technological changes.

We may use artificial intelligenceAI in our business, operations orand investment processes for a variety of reasons, including with the objectives of increasing efficiency, generatingenhancing alpha generation and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively, and these technologies mayhave become more important in our operations over time. Our use of these technologies may result in new or expanded risks and liabilities, including due to increasing governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, intellectual property, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data,data or the development of sophisticated cyberattacks, including deepfakes and social engineering, and reputational harm, as well as other factors that could adversely affect our business and financial condition. In addition, our personnel, third-party intermediaries, service providers and key vendors could improperly utilize artificial intelligenceAI technologies while carrying out their responsibilities, which could result in a disruption in the use of their systems or services. The use of artificial intelligenceAI may lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or flaws. Additionally, broad regulatory obligations applicable to artificial intelligence and machine-learning are uncertain and developing, which heightens the potential risk that such technologies may pose to us. In order to reduce these new and expanded risks and liabilities, we could choose to limit some of our activities related to such technologies, which could harm our funds’ financial performance or increase fund expenses.

Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase,increase our operating expenses.

On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage commission rates. In connection with these transactions and subject to best execution, we receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. As a result ofUnder regulations in the European Union (EU) and U.K., we may continue to eliminate the use of commission credits to pay for research and eligible services for accounts where we have certain obligations within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations)., Ourwhere our operating expenses then include payment for research and eligible services for these accounts.accounts, Depending on the evolution of market practices and regulatory developments, we may look toor use commission credits to pay for research in the future or elect to pay for research and expenses globally, subject to applicable SEC regulations, which would impact our operating expenses.

Our reputation is important to the success of our business. We believe the Cohen & Steers brand has been, and continues to be, well received globally both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, errors or unintended consequences associated with our use of AI and machine learning technologies, cyber incidents, negative publicity, the dissemination by current or former clients of unfavorable opinions about our services, changes in key members of an investment team or in our senior management and the imposition of legal or regulatory sanctions or penalties in connection with our business activities. Third-party financial intermediaries, advisors or consultants may remove our investment products from recommended lists due to poor performance or for other reasons.

In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our current Executive Chairman, Robert H. Steers and our current Board Chairman, Martin Cohen, and certain trust entities controlled by certain of their respective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances. In May 2024, we filed a Registration Statement on Form S-3 covering (i) the resale of up to an aggregate of 21,065,378 shares owned or controlled by our Executive Chairman and our Board Chairman and certain other persons and (ii) the offer and sale of an indeterminate number of shares by us to the public. In addition, on April 22, 2024, we issued 1,007,057 shares of our common stock through an offering made pursuant to our prior Registration Statement on Form S-3. The sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and any additional shares that we issue will dilute your percentage ownership in the Company.

We operate in a highly regulated industry and are subject to new regulations and revisions to, and evolving interpretations of, existing regulations in the U.S. and internationally. In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in and have resulted in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards and may limit or change/ and has influenced the Company’s current or prospective business.

Specifically, for example, in Europe, rules and regulations under Undertakings for the Collective Investment in Transferable Securities (UCITS) regulatory framework, MiFID II and MiFIR, along with substantially similar national rules of the U.K. and implementing rules and regulations, have had, and will continue to have, direct and indirect effects on our operations in Europe, including increased costs for investment research and increased compliance, disclosure, reporting and other obligations. In addition, current and upcoming European, U.S. and international regulations and rules around ESG-related procedures, reporting and disclosures are expected to have direct and indirect effects on our global operations, including additional costs for increased compliance through disclosure and reporting, among other obligations.

The U.K.’s exit from the EU in 2020 (referred to as Brexit) may continue to disrupt our business operations and impact our reported financial results as well as the liquidity and value of our investments and fund distribution. There remains uncertainty around the post-Brexit regulatory environment as the U.K. continues to establish independent regulations for the U.K. CSUK’s ability to market and provide its services or serve as a distributor of financial products within the EU could be restricted temporarily or in the long term as a result of Brexit and a divergence from the EU regulatory regime. Our contingency plans for Brexit require the cooperation of counterparties or a regulator of financial services to make timely arrangements. While we believe it is in the best interests of counterparties and regulators to cooperate and recognize firms, services and products based in the respective jurisdictions, we cannot guarantee that counterparties or regulators will cooperate or the timeliness of their cooperation. Our operating expenses have increased as we implement plans to continue to market and provide our services and distribute our products in the short and/or long term.

In addition, regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses. See “Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.”

The tax treatment of our Company and certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

Below is a discussion of our assets under management atas of December 31, 2024.2025. For additional details, please refer to the tables on pages 24 - 27.

Assets under management atas of December 31, 20242025 increased 3.2%5.5% to $90.5 billion from $85.8 billion fromas $83.1 billion atof December 31, 2023.2024. The increase was due to net inflows of $1.5 billion and market appreciation of $5.4$6.1 billion, partially offset by net outflows of $171 million and distributions of $2.6$2.9 billion.

Assets under management in open-end funds atas of December 31, 20242025 increased 10.6%6.0% to $43.4 billion from $41.0 billion fromas $37.0 billion atof December 31, 2023.2024. The change was primarily due to:

•MarketNet appreciationinflows of $2.4$1.7 billion including $1.2 billion frominto U.S. real estateestate, $354 million into real assets multi-strategy (included in "Other") and $995$333 million into global listed infrastructure, partially offset by net outflows of $582 million from preferred securities;

•DistributionsMarket appreciation of $1.3$2.4 billion including $598$862 million from U.S. real estateestate, and $520$814 million from preferred securities,securities ofand which $962$295 million wasfrom reinvestedglobal/international real estate; and included in net flows

Assets under management in institutional accounts atas of December 31, 20242025 decreasedincreased 4.2%4.5% to $35.1 billion from $33.6 billion fromas $35.0 billion atof December 31, 2023.2024. The change was primarily due to:

Advisory accounts:

•Net outflows of $2.2$324 billionmillion including $1.9$316 billionmillion from global/international real estateassets multi-strategy (included in "Other"); and

•Market appreciation of $242$1.8 billion including $702 million includingfrom $110global/international real estate, $522 million from global listed infrastructure and $108$310 million from U.S. real estateestate.

Assets under management in closed-end funds atas of December 31, 20242025 increased 1.9%6.7% to $12.0 billion from $11.3 billion fromas $11.1 billion atof December 31, 2023.2024. The change was primarily due to:

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.538.8 bps and 37.638.5 bps for the years ended December 31, 20242025 and 2023,2024, respectively. Excluding performance fees of $1.4$1.7 million and $2.5$1.4 million, the implied annual effective fee rate would have been 38.138.3 bps and 36.838.1 bps for the years ended December 31, 20242025 and 2023,2024, respectively. The increase in the implied annual effective fee rate is primarily due to the shift in the mix of assets under management.

GeneralEmployee compensation and administrativebenefits expenses decreasedincreased from the year ended December 31, 20232024, primarily due to lowerhigher rentincentive expensecompensation of $8.5$8.7 million relatedand toan theincrease expirationin salaries of the$2.2 lease for the Company’s prior headquarters in January 2024,million, partially offset by higherlower technology expensesamortization of $911,000restricted andstock travel and entertainmentunits of $748,000.$6.3 million.

Operating margin for the year ended December 31, 20242025 decreased to 33.4%32.0% from 33.6%33.4% for the year ended December 31, 2023.2024. Operating margin represents the ratio of operating income to revenue.

Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports,reports whichthat are used in evaluating its business. While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.

(32)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.

(54)Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreigninternational subsidiaries.

(1)Represents the impact of incrementalconsolidated funds and expenses associatedincurred withon the separationbehalf of certain employees.Company-sponsored funds.

(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.

(2)Represents net foreign currency exchange (gainsgain) lossesloss associated with U.S. dollar-denominated assets held by certain foreigninternational subsidiaries.

Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments are primarilyinclude securities held directly for the purpose of establishing performance track records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests.interests and seed investments in funds that are not consolidated.

Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis atas of December 31, 2024,2025, no allowance for uncollectible accounts was required.

Current liabilities includedinclude accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12-months,12 months, certain income taxes payable and certain other liabilities and accrued expenses.

For a discussion of the potential risks and uncertainties associated with our business, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1,I, Item 1A of the Form 10-K.

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us" and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and global natural resource equities.equities, and private real estate solutions. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and(which include active exchange-traded funds (ETFs)), other commingled vehicles, including active exchange traded funds (ETFs), separate accounts and subadvised portfolios.

Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end funds, including ETFs, and closed-end funds as well as other commingled vehicles including ETFs.vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Investment advisory fee rates vary based on the vehicle, investment strategy, fees charged by other comparable products and prevailing market conditions. Investment administration fees from open-end funds and certain closed-end funds are designed to reimburse us for the cost of providing these services. The investment advisory and administration agreements are generally terminable upon specified notice periods and may also require a majority vote of the fund’s board of directors for certain contracts.

Investment Performance asat ofJune March 31,30, 2026 (1) Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

(2) © 2026 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at MarchJune 31,30, 2026. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Below is a discussion of our assets under management for the quarter ended MarchJune 31,30, 2026. For additional details, please refer to the tables on pages 1921 - 22.24.

Assets under management asat ofJune March 31,30, 2026 increased 6.3%12.6% to $93.1$100.1 billion from $87.6$88.9 billion asat ofJune March 31,30, 2025.

Assets under management in open-end funds asat ofJune March 31,30, 2026 increased 6.0%14.0% to $44.8$49.0 billion from $42.3$43.0 billion asat ofJune March 31,30, 2025. Activity during the firstsix quartermonths ofended June 30, 2026 included:

•Net inflows of $555$2.0 millionbillion including $224$674 million into U.S. real estate, $156 million into preferred securities and $147$530 million into real assets multi-strategy (included in "Other") and $331 million into preferred securities;

•Market appreciation of $1.2$4.3 billion including $858$3.5 millionbillion from U.S. real estate; and

Assets under management in institutional accounts asat ofJune March 31,30, 2026 increased 6.3%12.0% to $36.0$38.5 billion from $33.9$34.4 billion asat ofJune March 31,30, 2025. Activity during the firstsix quartermonths ofended June 30, 2026 included:

•Net outflows of $54 million including $362 million from global/international real estate, partially offset by net inflows of $210 million including $101$134 million into global listed infrastructure and $79$126 million into global/internationalU.S. real estate; and

•Market appreciation of $626$2.1 billion including $1.0 billion from U.S. real estate, $546 million includingfrom $380global/international real estate and $485 million from global listed infrastructure and $224 million from U.S. real estate.infrastructure.

•Net outflows of $269$162 million including $250$184 million from global/international real estate, partially offset by net inflows of $62 million into U.S. real estate;

•Market appreciation of $558$1.9 millionbillion including $306$1.1 millionbillion from U.S. real estate and $216$501 million from global/international listedreal infrastructureestate; and

Assets under management in closed-end funds asat ofJune March 31,30, 2026 increased 7.6%8.6% to $12.3$12.6 billion from $11.4$11.6 billion asat ofJune March 31,30, 2025. Activity during the firstsix quartermonths ofended June 30, 2026 included:

•Market appreciation of $375$868 million including $334$378 million from global listed infrastructure and $355 million from U.S. real estate; and

Three Months Ended MarchJune 31,30, 2026 Compared with Three Months Ended MarchJune 31,30, 2025

Investment advisory and administration fees increased from the three months ended MarchJune 31,30, 2025, primarily due to higher average assets under management.

Total investment advisory and administration revenuefees from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.267.1 bps and 67.667.3 bps for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Total investment advisory revenuefees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.237.5 bps and 38.838.9 bps for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in the implied annualized effective fee rate is primarily due to a shift in the mix of assets under management.

Total investment advisory and administration revenuefees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.3 bps and 89.1 bps for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Distribution and service fees increased from the three months ended MarchJune 31,30, 2026,2025, primarily due to higher average assets under management in U.S. open-end funds.funds, partially offset by a shift into lower fee paying share classes.

Employee compensation and benefits increased from the three months ended MarchJune 31,30, 2025, primarily due to higher incentive compensation of $1.4$3.1 million associated with increased revenue and higher salaries of $0.9$1.3 million.

Distribution and service fee expensesfees increased from the three months ended MarchJune 31,30, 2025, primarily due to higher average assets under management in U.S. open-end funds.

General and administrative expenses increased from the three months ended MarchJune 31,30, 2025, primarily due to higherfund informationorganization technologycost related coststo the Cohen & Steers Quality Income Realty Fund, Inc. (RQI) rights offering of $0.5 million, expenses of consolidated funds of $0.4 million and higher expenses paid on behalf of certain Company-sponsored funds totaling $0.3$1.1 million.

Operating margin for the three months ended MarchJune 31,30, 2026 increased to 34.4%34.6% from 33.6%31.8% for the three months ended MarchJune 31,30, 2025. Operating margin represents the ratio of operating income to revenue.

(2)Represents the reimbursement of filing fees paid by certain members of senior leadership for the threesix months ended MarchJune 31,30, 2025.

(2)Represents the reimbursement of filing fees paid by certain members of senior leadership for the threesix months ended MarchJune 31,30, 2025.

U.S. Treasury securities, recorded at fair value, are directly issued by the U.S. government and wereare classified as trading investments.

Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis as of MarchJune 31,30, 2026, no allowance for uncollectible accounts was required.

Current liabilities include accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12-months,12 months, certain income taxes payable and certain other liabilities and accrued expenses.

Our business may become capital intensive over time to support growth initiatives. Potential uses of capital rangemay from, among other things,include seeding or co-investing in new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with product offerings and making various investments to grow our firmbusiness, infrastructureamong asother our business scales.things. In order to provide us with additional financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029.