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What changed in COHEN & STEERS, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of COHEN & STEERS, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+233 added−322 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in COHEN & STEERS, INC.'s 2024 10-K

233 paragraphs added · 322 removed · 206 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeInvestment objectives include total return, capital appreciation and income. Preferred Securities, including Low Duration Preferred Securities invests in diversified portfolios of preferred and debt securities issued by U.S. and non-U.S. companies. The preferred securities are primarily issued by banks, insurance companies, REITs and other diversified financial institutions, as well as utility, energy, pipeline and telecommunications companies.
Biggest changeThe securities are primarily issued by banks, insurance companies, REITs and other diversified financial institutions, as well as utility, energy, pipeline and telecommunications companies. A consistent investment process underlies both our total return preferred securities strategy and our low duration preferred securities strategy, both of which seek income and capital preservation.
Our Investment Strategies Each of our investment strategies is overseen by a specialist team and led by a portfolio manager or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, London and Hong Kong offices.
Investment Strategies Each of our investment strategies is overseen by a specialist team and led by a portfolio manager or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, London and Hong Kong offices.
Each strategy invests in a portfolio of common stocks and other securities issued by real estate companies, including REITs and similar REIT-like entities. These strategies draw on the expertise of our integrated global real estate securities investment team. Investment objectives include total return, capital appreciation and income. Private Real Estate Solutions includes strategies that invest primarily in real property investments.
Each strategy invests in a portfolio of common stocks and other securities issued by real estate companies, including REITs and similar REIT-like entities. These strategies draw on the expertise of our integrated global real estate securities investment team. Investment objectives include total return, capital appreciation and income. Private Real Estate includes strategies that invest primarily in real property investments.
Certain strategies invest primarily in high quality, income-focused, stabilized real estate assets primarily within the United States while others invest directly into real property investments of an opportunistic nature with the investment objective of capital appreciation achieved by value-added strategies including lease-up, redevelopment, and development among others and have a higher risk profile.
Certain strategies invest in high quality, income-focused, stabilized real estate assets primarily within the United States while others invest directly into real property investments of an opportunistic nature with the investment objective of capital appreciation achieved by value-added 2 strategies including lease-up, redevelopment, and development among others and have a higher risk profile.
As a result, CSIL is subject to certain aspects of MiFID II as well as the UCITS regulatory regime. CSS, a New York-based subsidiary, is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure and recordkeeping.
As a result, CSIL is subject to certain aspects of MiFID II as well as the UCITS regulatory regime. 4 CSS, a New York-based subsidiary, is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure and recordkeeping.
CSJL, our Japan-based subsidiary, is a financial instruments operator (discretionary investment management and investment advisory and agency) registered with the Financial Services Agency of Japan (FSA) and the Kanto Local Finance Bureau (KLFB) and is subject to the Financial Instruments and Exchange Act.
CSJL, our Japan-based subsidiary, is a financial instruments operator (discretionary investment management and investment advisory and agency) registered with the Kanto Local Finance Bureau (KLFB), and accordingly with the Financial Services Agency of Japan (FSA), and is subject to the Financial Instruments and Exchange Act.
Our direct competitors in wealth management are other fund and exchange-traded-fund (ETF) sponsors, including large nationally recognized investment management firms that have more diverse product offerings and smaller boutique firms that specialize in particular asset classes. We also compete against managers that manage separate-account portfolios for high-net-worth clients.
Our direct competitors in wealth management are other fund and ETF sponsors, including large nationally recognized investment management firms that have more diverse product offerings and smaller boutique firms that specialize in particular asset classes. We also compete against managers that manage separate account portfolios for high net worth clients.
CSAL is subject to the Securities and Futures Ordinance (SFO), which regulates, among other things, offers of investments to the public and the 4 licensing of intermediaries.
CSAL is subject to the Securities and Futures Ordinance (SFO), which regulates, among other things, offers of investments to the public and the licensing of intermediaries.
We were recognized for the fourth consecutive year as a “Best Place to Work in Money Management” by Pensions & Investments (P&I), a global news source on money management. The award was part of P&I’s annual recognition program, which seeks to identify the top employers in the money management industry.
We were recognized for the fifth consecutive year as a “Best Place to Work in Money Management” by Pensions & Investments (P&I), a global news source on money management. The award was part of P&I’s annual recognition program, which seeks to identify the top employers in the money management industry.
Subadvisory assets also include assets of third-party investment vehicles for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives and guidelines of that client as set forth in such client’s investment advisory agreement.
Subadvisory assets also include assets of third-party investment vehicles for which we provide model portfolios. We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives and guidelines as set forth in each client’s investment advisory agreement.
We intend to use our website as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. 6
We intend to use our website as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. 5
Below is a summary of our core investment strategies: U.S. Real Estate Securities includes a wide range of strategies distinguished by concentration, risk profile and income objective, as well as thematic portfolios designed to provide targeted allocations to specific sectors within the investable real estate universe.
Our core investment strategies include: U.S. Real Estate Securities includes a wide range of strategies distinguished by concentration, risk profile and income objective, as well as thematic portfolios designed to provide targeted allocations to specific sectors within the investable real estate universe.
Our specialist teams are subject to multiple levels of oversight and support from the Chief Executive Officer and President, Chief Investment Officer, Chief Operating Officer-Investments, Investment Risk Committee, Investment Operating 2 Committee and Legal and Compliance Department. Some of our strategies involve multiple asset classes and are overseen by our Asset Allocation Strategy Group and Chief Investment Officer.
Our specialist teams are subject to multiple levels of oversight and support from the Chief Executive Officer, Chief Investment Officer, Chief Operating Officer-Investments, Investment Risk Committee, Investment Operating Committee and Legal and Compliance Department. Certain of our strategies involve multiple asset classes and are overseen by our Asset Allocation Strategy Group and Chief Investment Officer.
As subadvisor, we are responsible for managing all or a portion of the vehicle's investments and for overseeing certain daily activities, while the investment adviser oversees our performance as subadvisor; the vehicle sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions from the investment vehicle to its beneficial owners.
As subadvisor, we manage all or a portion of the vehicle's investments and oversee certain daily activities, while the investment manager oversees our performance as subadvisor. The 1 vehicle sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions from the investment vehicle to its beneficial owners.
These investment advisory agreements are generally terminable at will with 30 days’ notice. Closed-end Funds The closed-end funds for which we serve as investment adviser are registered investment companies that have issued a fixed number of shares through public offerings. These shares are listed on the New York Stock Exchange and cannot be redeemed by the fund’s shareholders.
Closed-end Funds The closed-end funds for which we serve as investment adviser are registered investment companies that have issued a fixed number of shares through public offerings. These shares are listed on the New York Stock Exchange and cannot be redeemed by the fund’s shareholders.
The trading price of the shares is determined by supply and demand in the marketplace, and, as a result, the shares may trade at a premium or discount to the net asset value of the fund.
The trading price of the shares is determined by supply and demand in the marketplace, and, as a result, the shares may trade at a premium or discount to the net asset value of the fund. Strategies offered in closed-end funds typically use leverage.
Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries. Investment Vehicles We manage three types of investment vehicles: open-end funds, institutional accounts and closed-end funds.
CSCM, a New York-based subsidiary, is a registered investment adviser with the U.S. Securities and Exchange Commission (SEC) and is an approved investment manager with the Luxembourg Commission de Surveillance du Secteur Financier (CSSF), the Central Bank of Ireland (CBI) and the Korean Financial Services Commission (KFSC).
CSCM, a New York-based subsidiary, is a registered investment adviser with the U.S. Securities and Exchange Commission (SEC) and is an approved investment manager for Cohen & Steers sponsored Luxembourg-domiciled funds by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and the Central Bank of Ireland (CBI).
Our revenue from the wealth channel is derived from investment advisory and administration fees, as well as distribution and service fees. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts.
Contractual Revenues Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts.
A consistent investment process underlies both our total return preferred securities strategy and our low duration preferred securities strategy, both of which seek income and capital preservation. Global/International Real Estate Securities includes a wide range of strategies distinguished by geography, concentration, risk profile and income objective, designed to provide allocation exposure to listed real estate globally.
Investment objectives include total return, capital appreciation and income. Global/International Real Estate Securities includes a wide range of strategies distinguished by geography, concentration, risk profile and income objective, designed to provide allocation exposure to listed real estate globally.
Available Information We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC, which are available on the SEC website at www.sec.gov .
During 2024, 48% of our firmwide new hires were women and 40% of our U.S. new hires were people of color. Available Information We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC, which are available on the SEC website at www.sec.gov .
Global Natural Resource Equities invests in companies involved in the production, extraction, or processing of commodities and natural resources. Specifically, the strategy invests in energy producers, metals and mining companies as well as agriculture-based businesses. The investment objective is total return. In addition, we offer variations on these strategies that may combine multiple strategies in a single portfolio.
Investment objectives include total return with a balance of capital appreciation and income. Global Natural Resource Equities invests in companies involved in the production, extraction, or processing of commodities and natural resources. Specifically, the strategy invests in energy producers, metals and mining companies as well as agriculture-based businesses. The investment objective is total return.
CSUK, our UK-based subsidiary, is a registered investment adviser with the SEC and the United Kingdom Financial Conduct Authority (FCA), is an approved investment manager with the CSSF and CBI, and is registered as a third-country firm with the Belgium Financial Services Market Authority (FSMA).
CSUK, our United Kingdom-based subsidiary, is a registered investment adviser with the SEC and regulated as an investment firm by the United Kingdom Financial Conduct Authority (FCA).
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. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions.
Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions to or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
However, compared to our larger competitors, we may be able to grow our business at a faster rate from a relatively smaller asset base and shift resources in response to changing market conditions more quickly.
However, compared to our larger competitors, we may be able to grow our business at a faster rate from a relatively smaller asset base and shift resources in response to changing market conditions more quickly. 3 Regulation We are subject to regulation under U.S. federal and state laws, as well as applicable laws in other jurisdictions where we do business or offer our products and services.
CSUK is also subject to substantially similar regulations to certain pan-European regulations, including the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR), as well as the Capital Requirements Directive.
CSUK is also subject to substantially similar regulations to certain pan-European regulations, including the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR). CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities and Futures Commission (SFC).
Individual portfolios may be customized to comply with client-specific guidelines, benchmarks or risk profiles. Strategies offered in closed-end funds typically use leverage. 3 Competition We compete with a large number of global and U.S. investment managers, commercial banks, broker-dealers, insurance companies and other financial institutions.
We offer other niche strategies for client-specific mandates or through various investment structures. In addition, we offer variations that may combine multiple strategies in a single portfolio. Individual portfolios may be customized to comply with client-specific guidelines, benchmarks or risk profiles. Competition We compete with several global and U.S. investment managers, commercial banks, broker-dealers, insurance companies and other financial institutions.
Open-end Funds The U.S. and non-U.S. open-end funds that we sponsor, and for which we serve as investment adviser, offer and issue new shares continuously as investors subscribe and redeem shares when investors sell.
Open-end Funds The U.S. and non-U.S. open-end funds, for which we serve as investment adviser, offer and issue new shares continuously as investors subscribe and redeem shares when investors sell. The share price for purchases and redemptions is determined by each fund’s net asset value, which is calculated at the end of each business day.
Subadvisory assets, which generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are also included in our institutional account assets under management.
As investment manager, we oversee certain daily activities and manage the assets in the account while adhering to the specified investment objectives. Subadvisory accounts generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle.
The share price for purchases and redemptions of shares of each of the open-end funds is determined by each fund’s net asset value, which is calculated at the end of each business day. The net asset value per share is the current value of a fund’s assets less its liabilities, divided by the fund’s total shares outstanding.
The net asset value (NAV) per share is the current value of a fund’s assets less its liabilities, divided by the fund’s total shares outstanding. Open-end funds also include assets of third-party investment vehicles for which we provide model portfolios.
The CFTC and NFA regulate futures contracts, swaps and various other financial instruments in which the Company and certain of its clients may invest.
CSCM is a registered commodity trading adviser and a registered commodity pool operator with the Commodities Futures Trading Commission (CFTC) and is a member of the National Futures Association (NFA), a futures industry self-regulatory organization. The CFTC and NFA regulate futures contracts, swaps and various other financial instruments in which the Company and certain of its clients may invest.
Each team executes fundamentally driven, actively managed investment strategies and has a well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements. Environmental, social and governance (ESG) principles are integrated into our investment process. We believe companies that integrate ESG considerations into their strategic plans and operations can enhance long-term shareholder value and mitigate potential risks.
Each team executes fundamentally driven, actively managed investment strategies and has a well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements, among other considerations.
We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives and investment guidelines of that vehicle as set forth in such vehicle’s investment advisory agreement. These investment advisory agreements are generally terminable at will with 30-90 days’ notice.
We regularly provide the investment manager of that investment vehicle with a model portfolio of securities in accordance with the investment objectives and investment guidelines of that vehicle as set forth in such vehicle’s investment advisory agreement. In 2024, Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), a non-traded REIT for which we serve as investment adviser, commenced principal operations.
Regulation applicable to an affiliate in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level because of the global and integrated nature of our business. Human Capital Human Capital strategies and initiatives are critical to our long-term success as a leading specialty manager in real assets and alternative income.
CSS also acts as a dealer for Cohen & Steers sponsored funds in Canada pursuant to an exemption available to international dealers from securities regulators in Ontario. Regulation applicable to an affiliate in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level because of the global and integrated nature of our business.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets under management. As investment adviser, we are responsible for overseeing certain daily activities and managing the assets in the account while adhering to the specified investment objectives.
We manage the assets in each institutional account in accordance with the investment objectives and guidelines as set forth in each client’s investment management agreement. Advisory accounts represent accounts, including certain commingled vehicles, for which we have been appointed as the investment manager.
Employees As of December 31, 2023, we had 405 full-time employees globally of which 37% were women. In addition, at the end of 2023, 32% of our U.S. employees were people of color. During 2023, 42% of our firmwide new hires were women and 30% of our U.S. new hires were people of color.
This achievement recognized the strength of our culture, which is defined by the hard work, dedication and commitment to excellence and inclusion by everyone at Cohen & Steers. As of December 31, 2024, we had 411 full-time employees globally of which 36% were women. In addition, at the end of 2024, 33% of our U.S. employees were people of color.
CSCM also has exemptions from registration that allow it to provide investment management services to institutions in Australia and Canada. CSCM is a registered commodity trading adviser and a registered commodity pool operator with the Commodities Futures Trading Commission (CFTC) and is a member of the National Futures Association (NFA), a futures industry self-regulatory organization.
CSCM is approved to provide cross-border investment advisory and discretionary investment manager services by the Korean Financial Services Commission (KFSC). CSCM also has exemptions from registration that allow it to provide investment management services to institutions in Australia and Canada.
Our investment advisory and administration agreements with each closed-end fund for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice.
Investment administration fees from the 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.
CSUK also has exemptions from registration that allow it to provide investment management services to institutions in Canada. CSUK is subject to the Financial Services and Markets Act 2000 and subsequent amendments and related regulation, which regulates, among other things, certain liquidity and capital resources requirements. Such requirements may limit our ability to withdraw capital from CSUK.
As a regulated entity in the UK, CSUK is subject to certain liquidity and capital resources requirements, which may limit our ability to withdraw capital from CSUK.
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This revenue is recognized over the period that the assets are managed. Investment Vehicles We manage three types of investment vehicles: open-end funds, institutional accounts and closed-end funds.
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CNSREIT is a perpetual-life, non-listed REIT formed to invest primarily in high quality, income-focused, stabilized properties within the United States. Shares of CNSREIT are sold and repurchased by CNSREIT monthly at a price generally equal to the prior month’s NAV per share. In 2025, we launched our first active exchange traded funds (ETFs).
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The investment advisory fees that we receive from the U.S. and non-U.S. open-end funds that we sponsor and for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and the market in which the fund is offered.
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Our initial launch included three strategies: U.S. real estate securities, preferred securities and natural resource equities. Institutional Accounts The institutional accounts for which we serve as investment adviser or subadvisor represent portfolios of securities we manage for institutional clients.
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In addition, we receive a separate fee for providing administrative services to certain open-end funds at a rate that is designed to reimburse us for the cost of providing these services.
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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.
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The monthly investment advisory fee and administration fee, if applicable, paid by the open-end funds are based on contractual fee rates applied to each fund’s average daily net assets under management.
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Investment objectives include stable cash flow and capital appreciation, income and total return. Preferred Securities, including Low Duration Preferred Securities invests in diversified portfolios of preferred, debt and contingent convertible securities issued by U.S. and non-U.S. companies.
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Our investment advisory and administration agreements with the U.S. registered open-end funds that we sponsor and for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice, and each investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act of 1940 (the Investment Company Act), following the initial two-year term.
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CSUK is also an approved investment manager for Cohen & Steers sponsored Luxembourg-domiciled funds with the CSSF and CBI, and is registered as a third-country firm with the Belgium Financial Services Market Authority (FSMA). CSUK also has exemptions from registration that allow it to provide investment management services to institutions in Canada.
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Our investment advisory and administration agreements with the non-U.S. open-end funds that we sponsor and for which we serve as investment adviser are generally terminable at will with 90 days’ notice. 1 Open-end funds also include assets of third-party investment vehicles for which we provide model portfolios.
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Human Capital Human Capital strategies and initiatives are critical to our long-term success as a leading specialty manager in real assets and alternative income. The continual growth, full engagement, collaboration and mutual respect of all our employees ensure Cohen & Steers is a leading global investment manager.
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The monthly investment advisory fee paid by the model portfolios is based on contractual fee rates applied to the model portfolio’s average or period-end assets under management. Institutional Accounts Institutional accounts for which we serve as investment adviser or subadvisor represent portfolios of securities we manage for institutional clients.
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We align our business across four human resources verticals: Talent Management & Organizational Strategy, People Analytics & Insights, Total Rewards, and Human Resource (HR) Engagement. Talent Management & Organizational Strategy allows us to maximize employee potential and support a culture of continuous learning and growth.
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We manage the assets in each institutional account in accordance with the investment objectives and guidelines of that client as set forth in such client’s investment management agreement. The investment management agreements with our institutional account clients are generally terminable at any time by either party.
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This comprehensive function integrates talent acquisition, performance management, employee relations, succession planning, learning and development and diversity and inclusion. People Analytics & Insights plays a pivotal role in shaping our global talent strategy. Through the collection, analysis, and interpretation of workforce data, we deliver actionable insights to senior leaders.
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The investment advisory fees that we receive from the closed-end funds for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and prevailing market conditions at the time each closed-end fund initially offered its shares to the public.
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By tracking people-focused metrics, identifying trends, and offering data-driven recommendations, we align our HR initiatives with broader firm objectives, inform strategic decision-making, and optimize talent management practices.
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In addition, we receive a separate fee for providing administration services to certain of the closed-end funds at a rate that is designed to reimburse us for the cost of providing these services.
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Total Rewards enables our firm to attract and retain professionals through competitive compensation and global benefits while ensuring our compensation benchmarking, benefits, and policy administration continually adapt to changing talent needs while always aligning with our firm’s values.
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The closed-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, based on a contractual fee rate applied to each fund’s average daily net assets under management.
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HR Engagement guides how our employees interact with one another and with our communities, ensuring we are building our next generation of leadership, continuously evolving our culture of inclusivity, and connecting to the world around us. This function includes our mentorship programs, employee resource groups, and community outreach.
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Each investment advisory and administration agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act, following the initial two-year term.
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Investment objectives include stable cash flow and capital appreciation, income and total return. To help our clients build better portfolios, we introduced Real Estate Advisory Solutions via three distinct solutions.
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Real Estate Advisory Services and the Real Assets Compass are solutions designed to help clients understand the advantages of adding listed and private real estate to their asset allocations and how to optimize those allocations. Through the Real Assets Institute we provide foundational education on the benefits of real assets through thought leadership, online educational forums, webcasts and exclusive events.
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Investment objectives include total return with a balance of capital appreciation and income.
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Regulation We are subject to regulation under U.S. federal and state laws, as well as applicable laws in the other jurisdictions in which we do business or offer our products and services.
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MiFID II and MiFIR regulate the provision of investment services throughout the European Economic Area and the Capital Requirements Directive regulates capital requirements. CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities and Futures Commission (SFC) and is an approved investment manager with the CSSF and the CBI.
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This achievement recognized the strength of our culture, which is defined by the hard work, dedication and commitment to excellence and inclusion by everyone at Cohen & Steers. Diversity and Inclusion We believe that workplace diversity and an inclusive culture strengthen our ability to deliver the best results for our clients.
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Our employees from around the world represent a variety of cultures, backgrounds, experiences and talents. We draw upon these attributes to produce innovative solutions for the clients we serve and enrich the professional experience of all our employees.
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An inclusive culture in which our employees are encouraged to contribute their unique perspectives is imperative to our role as a leading global investment manager.
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Our diversity and inclusion strategy consist of four pillars: Education, Leadership, Recruitment and Engagement. 5 • Education - We seek to build awareness and understanding to strengthen our culture of inclusion and support. • Leadership - We hold our leaders accountable for fostering an inclusive culture as they develop the next generation of leaders.
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This accountability extends to all employees in creating an environment built on respect. • Recruitment - We recognize there is significant underrepresentation of women and people of racial/ethnic diversity in our industry, especially in leadership roles.
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We focus on sourcing diverse candidate pools for our open positions, providing opportunities to hire the best talent to help us excel in all areas of our business. • Engagement - We support our employees who build resource groups that foster an inclusive culture and encourage everyone at the firm to help solve business and community challenges.
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We continue to make progress in advancing our firm's Diversity and Inclusion strategy. Our Culture Committee, our Women's Exchange and our Diversity Alliance promote cultural awareness and inclusion through dedicated forums in which employees are encouraged to share their perspectives and experiences.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur actively managed investment strategies compete not only against other active strategies but also against similarly positioned passive strategies. Market demand for index funds and other passive strategies, and the broad availability of investment options to meet these demands, reduces opportunities for active managers and may contribute to fee compression.
Biggest changeMarket demand for index funds and other passive strategies, and the broad availability of investment options to meet these demands, reduces opportunities for active managers and may contribute to fee compression. In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price to attract and retain clients.
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 (CoCos) held by us and other investors.
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.
Claims against us may arise in the ordinary course of business, including employment-related claims, and from time to time, we have and may continue to receive subpoenas or other requests for information or similar correspondence from various U.S. and non-U.S. governmental or regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or 17 proceedings.
Claims against us may arise in the ordinary course of business, including employment-related claims, and from time to time, we have and may continue to receive subpoenas or other requests for information or similar correspondence from various U.S. and non-U.S. governmental or regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or proceedings.
Reductions in distribution rates could decrease investor demand for these products, resulting in outflows of assets subadvised by us which would negatively impact our revenue and adversely affect our financial condition. 8 Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
Reductions in distribution rates could decrease investor demand for these products, resulting in outflows of assets subadvised by us which would negatively impact our revenue and adversely affect our financial condition. Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
In addition, launches of new strategies or products, including private real estate investing, and adjustments to existing strategies or products in connection with our growth strategy, may in some cases be based on anticipated legal, regulatory, financial or accounting treatment that may not be realized within the timeframe or in the form expected, or at all.
In addition, launches of new strategies or products, including private real estate investing, and adjustments to existing strategies or products in connection 10 with our growth strategy, may in some cases be based on anticipated legal, regulatory, financial or accounting treatment that may not be realized within the timeframe or in the form expected, or at all.
Such volatility has led and may continue to lead to the disruption of global supply chains, 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.
Such volatility has led and may continue to lead to the disruption of global supply chains, tariffs, 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.
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.
To the extent these ownership restrictions prevent us from acquiring new or additional real 6 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.
However, such insurance may only partially reimburse us for our losses, if at 10 all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount to satisfy such successful claim. We face substantial competition in all aspects of our business.
However, such insurance may only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount to satisfy such successful claim. We face substantial competition in all aspects of our business.
We compete with these firms on the basis of investment performance, diversity of products, investments in available 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.
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.
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 “ransomware” and phishing attacks, and may not be recognized until launched.
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 “ransomware” and phishing attacks, and may not be recognized 8 until launched.
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 11 U.S.
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.
To the extent we realize losses on our seed investments or the value of our seed investments decline, our earnings and financial condition may be adversely impacted. The incurrence of debt may increase the risk of investing in us and could negatively impact our revenue and adversely affect our financial condition.
To 7 the extent we realize losses on our seed investments or the value of our seed investments decline, our earnings and financial condition may be adversely impacted. The incurrence of debt may increase the risk of investing in us and could negatively impact our revenue and adversely affect our financial condition.
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.
The sale of a substantial number of shares of our 14 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.
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.
Additionally, our business 11 could be affected by regulatory requirements through new rules around technological advancements that could increase the cost of compliance when employing these technological changes.
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.
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 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.
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.
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. There remains uncertainty around the post-Brexit regulatory environment as the U.K. continues to establish independent regulations for the U.K.
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.
We could experience loss of client relationships and other harm to our business if our reputation is impaired. 14 Our reputation is important to the success of our business.
We could experience loss of client relationships and other harm to our business if our reputation is impaired. Our reputation is important to the success of our business.
Any breach or other failure of our or certain other parties’ technology or security systems, including those systems of our third-party intermediaries, service providers, key vendors and third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents, regulatory scrutiny and penalties and litigation costs resulting from the incident.
Any breach or other failure of our or certain other parties’ technology or security systems, including but not limited to those systems of our third-party intermediaries, service providers, key vendors and third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents, regulatory scrutiny and penalties and litigation costs resulting from the incident.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue. Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $3.3 billion as of December 31, 2023.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue. Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $3.3 billion as of December 31, 2024.
Risks Related to our Common Stock A significant portion of our common stock is owned or controlled by our Executive Chairman and our Board Chairman and their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company. As of December 31, 2023, Robert H.
Risks Related to our Common Stock A significant portion of our common stock is owned or controlled by our Executive Chairman and our Board Chairman and their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company. As of December 31, 2024, Robert H.
A decline in the performance or value of preferred securities or similar investments, including CoCos, or diminishment in the attractiveness or availability of preferred securities or similar investments, would have an adverse effect on the assets we manage, limit our ability to increase and invest assets in these strategies and reduce the fees we earn and our revenue.
A decline in the performance or value of preferred securities or similar investments, or diminishment in the attractiveness or availability of preferred securities or similar investments, would have an adverse effect on the assets we manage, limit our ability to increase and invest assets in these strategies and reduce the fees we earn and our revenue.
We and our third-party intermediaries, service providers and key vendors could experience a local or regional disaster, such as an epidemic or pandemic (such as the COVID-19 pandemic), weather event such as an earthquake, flood, hurricane or fire, terrorist attack, security breach, power loss and other failure of technology or telecommunications systems or operations.
We and our third-party intermediaries, service providers and key vendors could experience a local or regional disaster, such as an epidemic or pandemic, weather event such as an earthquake, flood, hurricane or fire, terrorist attack, security breach, power loss and other failure of technology or telecommunications systems or operations.
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact the mutual fund industry. Potential upcoming regulations and/or rules and amendments of the SEC could, among other things, restrict the funds we manage from engaging in certain transactions, impact flows and/or increase expenses as well as compliance costs.
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact and have impacted the mutual fund industry. Potential upcoming regulations and/or rules and amendments could, among other things, restrict the funds we manage from engaging in certain transactions, impact flows and/or increase expenses as well as compliance costs.
Tax authorities may disagree with certain positions we have taken, which may result in the assessment of additional taxes and could have a material effect on our financial condition. 18
Tax authorities 16 may disagree with certain positions we have taken, which may result in the assessment of additional taxes and could have a material effect on our financial condition.
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).
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.
The loss of any senior executives could impair or limit our ability to successfully execute our business strategy or adversely affect our ability to retain existing and attract new client assets.
The loss of any senior executives or senior investment professionals could impair or limit our ability to successfully execute our business strategy or adversely affect our ability to retain existing and attract new client assets.
Significant fixed costs and other expenses have been incurred to support the development and launch of new strategies, investment vehicles and products, 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.
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), 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.
In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards or limit or change the Company’s current or prospective business.
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/has influenced the Company’s current or prospective business.
We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future. 15 Although we have a long history of paying cash dividends, there is no guarantee or requirement that we pay cash dividends in the future. Our dividend policy may change at any time without notice to our stockholders.
Although we have a long history of paying cash dividends, there is no guarantee or requirement that we pay cash dividends in the future. Our dividend policy may change at any time without notice to our stockholders.
Further, 16 new regulations or interpretations of existing laws have resulted in, and may continue to result in, enhanced disclosure obligations, including with respect to cybersecurity, insider trading and climate change, sustainability risks or other ESG matters, which could negatively affect us or materially increase our regulatory burden.
Further, new regulations or interpretations of existing laws have resulted in, and may continue to result in, enhanced disclosure obligations, including with respect to cybersecurity, insider trading and climate change, sustainability risks or other environmental, social and governance matters, which could negatively affect us or materially increase our regulatory burden.
In the case of new strategy and product launches, 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 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.
Recent highly publicized security breaches have exposed failures to keep pace with the threats posed by cyber-attackers and led to increased government, regulatory and media scrutiny. Cybersecurity has become a top priority of regulators around the world.
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. Cybersecurity has become a top priority of regulators around the world.
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 results of operations.
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.
We may use artificial intelligence in our business, operations or investment processes for a variety of reasons, including with the objectives of increasing efficiency, generating alpha and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively.
We may use artificial intelligence in our business, operations or investment processes for a variety of reasons, including with the objectives of increasing efficiency, generating alpha and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively, and these technologies may become more important in our operations over time.
As a result of regulations in the European Union (EU), we eliminated the use of commission credits to pay for research and eligible services for accounts where we have obligations directly within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations).
As a result of 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).
As of December 31, 2023, approximately 65.4% of the assets we managed was concentrated in real estate securities strategies, including approximately 23.2% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc.
As of December 31, 2024, approximately 65.2% of the assets we managed was concentrated in real estate securities strategies, including approximately 26.2% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc.
In May 2021, we filed a Registration Statement on Form S-3 (the “2021 Registration Statement”) covering (i) the resale of up to an aggregate of 21,660,862 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 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.
A significant portion of our revenue for 2023 was derived from a single institutional client. As of December 31, 2023, our largest institutional client, Daiwa Asset Management, which held most of its assets in U.S. real estate strategies subadvised by us in Japan, represented approximately 20.5% of our institutional account revenue and approximately 5.2% of total revenue for 2023.
A significant portion of our revenue for 2024 was derived from a single institutional client. As of December 31, 2024, our largest institutional client, Daiwa Asset Management, which held most of its assets in U.S. real estate strategies subadvised by us in Japan, represented approximately 19.6% of our institutional account revenue and approximately 4.9% of total revenue for 2024.
Our current Executive Chairman and our Board Chairman, together with certain of their respective family members, held 11,781,717 shares and 9,228,258 shares, respectively, of our common stock as of December 31, 2023. Any of such persons may sell shares of our common stock, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
Our current Executive Chairman and our Board Chairman, together with certain of their respective family members, held 11,772,668 shares and 9,014,603 shares, respectively, of our common stock as of December 31, 2024. Any of such persons may sell shares of our common stock, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
As of December 31, 2023, approximately 21.8% of our total assets under management was concentrated in preferred securities strategies, including approximately 9.1% in the Cohen & Steers Preferred Securities and Income Fund.
As of December 31, 2024, approximately 21.4% of our total assets under management was concentrated in preferred securities strategies, including approximately 9.2% in the Cohen & Steers Preferred Securities and Income Fund.
Regulators in the non-U.S. jurisdictions in which we operate could change their laws or regulations, or their interpretation or enforcement of existing laws and regulations, in a manner that might restrict or otherwise impede our ability to operate in their respective markets.
While a majority of our operations take place in the U.S., we maintain offices internationally. Regulators in the non-U.S. jurisdictions in which we operate could change their laws or regulations, or their interpretation or enforcement of existing laws and regulations, in a manner that might restrict or otherwise impede our ability to operate in their respective markets.
However, 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, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data, and negative media attention and political debate, as well as other factors that could adversely affect our business, reputation and financial results.
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, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data, and reputational harm, as well as other factors that could adversely affect our business and financial condition.
Further, advances in technology, including through artificial intelligence 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.
Further, advances in technology, including through artificial intelligence capabilities, automation and digital wealth and distribution tools, as well as growing client interest for enhanced digital interaction with their investment 9 portfolios, may require us to adapt our strategy, business and operations to address these trends and pressures.
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.
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. 15 There has also been an increase in data and privacy regulations globally.
Steers, our current Executive Chairman, and a member of his family held approximately 24.0% of our common stock and Martin Cohen, our current Chairman of the board of directors (our “Board Chairman”), and a member of his family held approximately 18.8% of our common stock.
Steers, our current Executive Chairman, and a member of his family held approximately 23.3% of our common stock and Martin Cohen, our current Chairman of the board of directors (our “Board Chairman”), and a member of his family held approximately 17.8% of our common stock.
In addition, distress in the commercial real estate sector, including office properties, such as that experienced during 2023, 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, 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.
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.
Moreover, environmental, social and governance (“ESG”) topics and activities have been the subject of increased focus by the mainstream media, as well as certain investors and regulators in the asset management industry, and any inability to meet applicable requirements or expectations may adversely impact our reputation and business.
Moreover, environmental, social and governance related activities have been the subject of increased focus by certain investors, legislators and regulators in the asset management industry, and an inability to meet applicable requirements or expectations may adversely impact our reputation and business.
As of December 31, 2023, approximately 24.8% of the institutional account assets we managed, and approximately 10.5% of our total assets under management, were derived from this client.
As of December 31, 2024, approximately 24.7% of the institutional account assets we managed, and approximately 9.7% of our total assets under management, were derived from this client.
In addition, national and international geopolitical risks and events, including the armed conflict between Russia and Ukraine and the war between Israel and Hamas (which also carry the threat of contagion and broader conflict), 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, have caused and may continue to cause volatility in the global financial markets and economy.
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, have caused and may continue to cause volatility in the global financial markets and economy.
Our operating expenses include payment for research and eligible services for these accounts. Depending on the evolution of market practices and regulatory developments, we may elect to pay for research and expenses globally, subject to applicable SEC regulations, which would further increase our operating expenses.
Our operating expenses then include payment for research and eligible services for these accounts. Depending on the evolution of market practices and regulatory developments, we may look to 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.
Further, the departure of a portfolio manager could cause clients in investment strategies overseen by such manager to withdraw funds from, or reconsider the allocation of additional funds to, such strategies, and cause consultants and other intermediaries to discontinue recommendations of such strategies, any of which would reduce our assets under management, investment advisory fees and net income. 9 We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
Further, the departure of a portfolio manager could cause clients in investment strategies overseen by such manager to withdraw funds from, or reconsider the allocation of additional funds to, such strategies, and cause consultants and other intermediaries to discontinue recommendations of such strategies, any of which would reduce our assets under management, investment advisory fees and net income.
In a declining or illiquid market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate.
In a declining or illiquid market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate. The occurrence of any of these events could have a material adverse effect on our revenue.
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 7 levels do not violate such limits.
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.
Failure to maintain adequate business continuity plans in the event of a catastrophic event could have a material adverse effect on the Company and its products. Our operations are dependent on our ability to protect our personnel, offices and technology infrastructure against damage from catastrophic or business continuity events that could have a significant disruptive effect on our operations.
Our operations are dependent on our ability to protect our personnel, offices and technology infrastructure against damage from catastrophic or business continuity events that could have a significant disruptive effect on our operations.
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, as well as risks associated with continued “remote-work” arrangements in certain geographies and industries and workforce reductions in certain market segments, which may negatively impact office demand in the commercial real estate sector, rental rates and occupancy levels.
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.
To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments. Reducing leverage or liquidating investments during adverse market conditions would reduce the Company’s assets under management and revenue.
To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments.
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.
We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures. 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.
If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be affected, and the loss of client relationships could reduce our assets under management, revenue and earnings.
If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be affected, and the loss of client relationships could reduce our assets under management, revenue and earnings. 13 We depend on third parties for services that are important to our business and the failure of a key vendor to fulfill its obligations to the Company could have a material adverse effect on the Company and its products.
In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price to attract and retain clients. In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service commensurate with the level of fees we charge.
In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service commensurate with the level of fees we charge.
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. 12 The Federal Reserve Board significantly increased the federal funds rate during 2022 and 2023 to combat rising inflation in the U.S.
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.
In addition, legal and regulatory restrictions on the terms or enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.
In addition, we do not carry “key person” or similar insurance that would provide us with proceeds in the event of the death or disability of any of our employees. In addition, legal and regulatory restrictions on the terms or enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.
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.
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.
If we do not effectively anticipate and adapt to these changes, our competitive position may suffer, and these impacts would adversely affect our business and results of operations.
If we do not effectively anticipate and adapt to these changes, or if our competitors implement artificial intelligence technology more quickly or efficiently, our competitive position may suffer, and these impacts would adversely affect our business and financial condition.
While interest rate reductions are possible during 2024, 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.
During 2024, the Federal Reserve Board began reducing 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.
Expenses related to infrastructure and technology enhancements include costs associated with the relocation of our New York headquarters and the implementation of a new trade order management system. Developing and implementing new investment strategies and products may require significant upfront management time and attention, the hiring and retention of highly-compensated personnel and ongoing marketing and other support.
Developing and implementing new investment strategies and products may require significant upfront management time and attention, the hiring and retention of highly-compensated personnel and ongoing marketing and other support.
In addition, higher interest rates would increase any debt service costs incurred under the Credit Agreement, which bears interest at a variable rate that tracks interest rate changes.
In addition, higher interest rates would increase any debt service costs incurred under the Credit Agreement, which bears interest at a variable rate that tracks interest rate changes. Although we may enter into derivative instruments to mitigate the impact of interest rate fluctuations on client assets, there is no assurance that such derivative instruments will be effective.
The concentration of beneficial ownership in such persons may limit the ability of our other stockholders to influence the affairs of the Company.
The concentration of beneficial ownership in such persons may limit the ability of our other stockholders to influence the affairs of the Company. We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future.
Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time, hire additional personnel, or purchase new technology to comply effectively. While a majority of our operations take place in the U.S., we maintain offices internationally.
Conflicting regulations and a lack of harmonization of environmental, social or legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and could increase our costs if new laws require us to spend more time, hire additional personnel, or purchase new technology to comply effectively.
The occurrence of any of these events could have a material adverse effect on our revenue. 13 Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.
Regulations restricting the use of commission credits to pay for research have increased, and may continue to 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 order to limit their potential liability under this rule, our investment adviser entities could choose to change or discontinue some of their activities related to such technologies, which could be detrimental to the funds, their investors and their financial performance.
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.
Removed
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.
Added
Our competitive position may weaken if we are unable to meet these client priorities. Our actively managed investment strategies compete not only against other active strategies but also against similarly positioned passive strategies.
Removed
In addition, until its discontinuation in 2023, the London Interbank Offered Rate (LIBOR) was frequently used as a reference rate for various financial instruments, products and contracts globally to determine payment obligations, financing terms, hedging strategies and investment value. The Federal Reserve has identified the Secured Overnight Financing Rate (SOFR), an index calculated by short-term repurchase agreements, backed by U.S.
Added
Our assets under management are concentrated in the U.S., Asia Pacific and European equity markets.
Removed
Treasury securities, as its preferred alternative rate for LIBOR. There are significant differences between LIBOR and SOFR and the transition to alternative reference rates such as SOFR may adversely impact the value of previously LIBOR-based assets in which we invest and expose us to additional risks.
Added
Reducing leverage or liquidating investments during adverse market conditions would reduce the Company’s assets under management and revenue. 12 Failure to maintain adequate business continuity plans in the event of a catastrophic event could have a material adverse effect on the Company and its products.
Removed
In addition, we do not carry “key person” or similar insurance that would provide us with proceeds in the event of the death or disability of any of our senior executives.
Added
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.
Removed
Our financial results declined when compared with 2022 primarily due to depreciation in market values of the portfolios we manage that resulted, in part, from elevated interest rates that continued through 2023, primarily impacting the market values of real estate and preferred securities portfolios.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

20 edited+1 added−7 removed2 unchanged
Biggest changeRisk Factors in this Annual Report on Form 10-K, including under the caption “We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.” Governance Our cybersecurity risk assessment and management processes are implemented and maintained by members of our Cybersecurity Management, including our CISO, CTO and our Head of IT Infrastructure. • Our CISO oversees the information security group and program within our IT department and holds a Bachelor of Arts degree in computer science.
Biggest changeRisk Factors in this Annual Report on Form 10-K, including under the caption “We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.” Governance Our cybersecurity risk assessment and management processes are implemented and maintained by members of our Cybersecurity Management, including our CISO, CTO and our Head of IT Infrastructure. • Our CISO oversees the information security group and program within our IT department with over 25 years of experience, including similar roles at other financial services companies, and holds the Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC) certifications and is registered with FINRA for the Series 99. • Our CTO oversees our IT department and has served in various roles in information technology for over 29 years, including senior leadership roles at another financial services company. • Our Head of IT Infrastructure oversees the infrastructure and service desk within our IT department and has served in various roles in information technology for over 21 years.
We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature and information relating to our clients and investments (Information Systems and Data).
We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature and information relating to our clients and investments.
Members of our Cybersecurity Management identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s enterprise risk profile using various manual and automated tools as well as by: (i) utilizing shared information about vulnerabilities and exploits from various professional security organizations, reports or other services that identify cybersecurity threats and through the use of external intelligence feeds; (ii) analyzing reports of threats and actors; (iii) conducting scans of the Company’s threat environment; (iv) evaluating our and our industry’s risk profile; (v) evaluating threats that are reported to us; (vi) coordinating with law enforcement concerning threats; (vii) conducting internal and external audits of our information security control environment and operating effectiveness; and (viii) conducting threat assessments for internal and external threats, including through the use of third party threat assessments and vulnerability threat assessments.
Members of our Cybersecurity Management identify and assess risks from cybersecurity threats by monitoring our threat environment and the Company’s enterprise risk profile using various manual and automated tools as well as by: (i) utilizing shared information about vulnerabilities and exploits from professional security organizations, reports or other services that identify cybersecurity threats and through the use of external intelligence feeds; (ii) analyzing reports of threats and actors; (iii) conducting periodic vulnerability scans of the Company’s IT environment; (iv) evaluating our and our industry’s risk profile; (v) evaluating threats that are reported to us; (vi) coordinating with law enforcement concerning threats; (vii) conducting internal and external audits of our information security control environment and operating effectiveness; and (viii) conducting threat assessments for internal and external threats, including through the use of third party threat assessments and vulnerability threat assessments.
The audit committee and board of directors actively participate in discussions regarding cybersecurity risk exposures and steps taken by management to monitor and mitigate such risks, further to their responsibility to manage, oversee and 20 remain informed about the most significant risks to Company and align our risk exposure with our strategic and business objectives.
The audit committee of the board of directors actively participates in discussions regarding cybersecurity risk exposures and steps taken by management to monitor and mitigate such risks, further to their responsibility to manage, oversee and remain informed about the most significant risks to Company and align our risk exposure with our strategic and business objectives.
At least annually, the audit committee reviews with our CTO the Company’s cybersecurity program, including the robustness and efficacy of the Company’s overall cybersecurity program, steps taken to enhance defenses and security measures in place and our established plans to identify, detect and respond to threats we may encounter.
At least annually, the audit committee reviews with our CTO and CISO the Company’s cybersecurity program, including the robustness and efficacy of the overall cybersecurity program, steps taken to enhance defenses and security measures in place and our established plans to identify, detect and respond to potential threats.
More frequently, the audit committee and board of directors receive reports and communications from our CTO and our Chief Operating Officer regarding material risks and specific developments related to the changing cybersecurity landscape and the Company’s operating, technology and control environment.
Additionally, the audit committee of the board of directors receives reports and communications from our CTO and our Chief Operating Officer regarding material risks and specific developments related to the changing cybersecurity landscape and the Company’s operating, technology and control environment.
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A.
For a description of the risks from cybersecurity threats that may materially affect the Company, see our risk factors under Part 1. Item 1A.
Our vendor risk management program may entail: (i) vendor risk assessments; (ii) security questionnaires; (iii) vendor audits; (iv) vulnerability scans relating to vendors; (v) security assessment calls with the vendor’s security personnel and our review of the vendor’s written security program, security assessments and other reports; (vi) provision from the vendor of a System and Organization Controls (SOC) 1 or SOC 2 report to evidence cybersecurity preparedness; and (vii) the imposition of contractual obligations on the vendor.
Our vendor risk management program may involve different assessments designed to help identify cybersecurity risks including: (i) vendor risk assessments; (ii) security questionnaires; (iii) vendor audits; (iv) vulnerability scans relating to vendors; (v) security assessment calls with the vendor’s security personnel and our review of the vendor’s written security program, security assessments and other reports; (vi) evidence of cybersecurity preparedness through a System and Organization Controls (SOC) 1 or SOC 2 report; and (vii) the imposition of contractual obligations on the vendor.
We maintain a risk-based approach to identifying and overseeing cybersecurity risks and vulnerabilities presented by our engagement of third parties, including key vendors, service providers and other external users of our information systems, as well as the information systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
We maintain a risk-based approach to identifying and overseeing cybersecurity risks and vulnerabilities presented by our engagement of third parties, as well as the information systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
We use third-party service providers to assist us in identifying, assessing and monitoring material risks from cybersecurity threats, including through penetration testing, provision of threat intelligence and monitoring our environment 24 hours a day and seven days a week.
We use third-party service providers to assist us in identifying, assessing and monitoring material risks from cybersecurity threats, including through penetration testing, provision of threat intelligence and continuous monitoring of our environment.
For example, (i) enterprise risk management-level cybersecurity risks are reviewed at least annually by our information technology security team; (ii) internal and external penetration tests are performed to identify any vulnerabilities and findings are risk ranked based on potential likelihood and impact; and (iii) members of Cybersecurity Management report on cybersecurity risk management and related matters to the board of directors and the audit committee, as part of their ongoing evaluation and oversight of overall enterprise risk. 19 Third-party service providers play a key role in our cybersecurity program.
For example, (i) enterprise risk management-level cybersecurity risks are reviewed at least annually by our information technology security team; (ii) internal and external penetration tests are performed to identify vulnerabilities and findings are risk ranked based on potential likelihood and impact; and (iii) members of Cybersecurity Management report on cybersecurity risk management and related matters to the audit committee of the board of directors, as part of their ongoing evaluation and oversight of overall enterprise risk pursuant to non-exclusive authority delegated by the board of directors.
Such reports may cover topics such as: recent investments made in our cyber infrastructure; the undertaking of new technology projects and initiatives; vulnerability assessments and key findings from external cyber experts retained by the Company; the impact of new cybersecurity-related rules and regulations; changes in the threat environment including new and emergent risks; and evolving information security standards and market practices including with respect to peers and third parties.
Such reports may cover topics such as: investments made in our cyber infrastructure; technology projects and initiatives; vulnerability assessments and key findings from external cyber experts; the impact of new cybersecurity-related rules and regulations; changes in the threat environment; and evolving information security standards and market practices.
Depending on the environment, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, but not limited to: • technical and physical safeguards : (i) systems monitoring, including anti-virus/anti-malware software for workstations and servers, reports about correlated events detected from server log reviews, desktop forensics software and suspicious firewall traffic, firewall logs and alerts from users about blocked websites, systems monitoring of Company websites, network monitoring software alerts and scheduled internal and external vulnerability scans; (ii) asset management tracking and disposal; (iii) incident detection and response; (iv) data encryption; (v) notification monitoring from Company personnel and from third parties regarding issues and signs of potential incidents; and (vi) access controls and network security controls; and • organizational safeguards : (i) incident response plans that address our response to a cybersecurity incident; (ii) personnel and vendors dedicated to overseeing the Company’s cybersecurity program; (iii) periodic mandatory employee cybersecurity training; (iv) periodic risk assessments and testing of our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents, such as audits, tabletop exercises, threat modeling and vulnerability testing; (v) policies and programs such as security standards, a vendor risk management program, a vulnerability management policy and disaster recovery and business continuity plans; and (vi) insurance coverage dedicated to losses resulting from cybersecurity incidents.
We implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats, including, but not limited to: • technical and physical safeguards : (i) real-time security information and event monitoring of systems, workstations, servers and networks, and periodic internal and external vulnerability scans; (ii) asset management tracking and disposal; (iii) incident detection and response; (iv) data encryption; (v) notification monitoring from Company personnel and from third parties regarding issues and signs of potential incidents; and (vi) logical access controls and network security controls; and • organizational safeguards : (i) incident response plans that address our response to a cybersecurity incident; (ii) personnel and vendors dedicated to overseeing the Company’s cybersecurity program; (iii) periodic mandatory employee cybersecurity training; (iv) periodic risk assessments and testing of our policies, standards, processes and practices designed to address cybersecurity threats and incidents; (v) policies and programs such as security standards, a vendor risk management program, a vulnerability management policy and disaster recovery and business continuity plans; and (vi) insurance coverage dedicated to losses resulting from cybersecurity incidents.
Together, these employees (collectively referred to as members of our Cybersecurity Management) are primarily responsible for developing, implementing and monitoring our cybersecurity program and reporting on cybersecurity matters to senior management as well as our board of directors.
Our Cybersecurity Management team is primarily responsible for developing, implementing and monitoring our cybersecurity program and reporting on cybersecurity matters to senior management as well as our board of directors.
Our Head of IT Infrastructure has served in various roles in information technology for over 20 years. Members of our Cybersecurity Management, including our CISO and our CTO, are responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy and communicating key priorities to relevant personnel.
Members of our Cybersecurity Management, including our CISO and our CTO, are responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy and communicating key priorities to relevant personnel.
We report key findings of such assessments to our board of directors and the audit committee and we adjust our cybersecurity policies, standards, processes and practices as necessary based in part on information provided by these assessments and engagements.
We report key findings to the audit committee of the board of directors and, if appropriate, the board of directors and adjust our cybersecurity policies, standards, processes and practices as necessary based in part on information provided by these assessments and engagements. 17 We also use third-party service providers to perform a variety of functions throughout our business, such as application providers, hosting companies and supply chain resources.
The audit committee also annually reviews and discusses with management the ERM process and annual risk assessment, as well as the Company’s cyber insurance coverage and annual SOC-1 report provided by an independent services firm.
The audit committee also annually reviews and discusses the ERM process and risk assessment, as well as the Company’s cyber insurance coverage.
Our cybersecurity risk management function is led by our Chief Information Security Officer (CISO) and Chief Technology Officer (CTO) and includes members of our Information Technology (IT) department and other personnel that oversee our information security and engineering operations. Input and guidance are also provided by members of our Legal and Compliance departments.
Our cybersecurity risk management function is led by our Cybersecurity Management team which is comprised of our Chief Information Security Officer (CISO), Chief Technology Officer (CTO), members of our Information Technology (IT) department, as well as members of our Legal and Compliance Departments.
The response plan is designed to report certain cybersecurity incidents to members of Cybersecurity Management, who then work with the Company’s incident response team to help the Company control, mitigate and remediate cybersecurity incidents of which they are notified.
The response plan is designed to report certain cybersecurity incidents to members of Cybersecurity Management, who then work with the Company’s incident response team to help control, mitigate and remediate cybersecurity incidents. In addition, the response plan includes prompt reporting to the board of directors (or audit committee) of certain cybersecurity incidents and related materiality and disclosure determinations.
Item 1C. Cybersecurity Cybersecurity is a crucial component of our enterprise risk management program. Like many companies, both we and our external providers have been subject to, and expect to continue to be subject to, a range of cybersecurity threats and risks.
Item 1C. Cybersecurity Risk Management and Strategy Cybersecurity is a crucial component of our enterprise risk management program.
Removed
We have invested significant resources into cybersecurity and risk management processes to adjust to the continuing evolution in cybersecurity and respond to related threats.
Added
As of December 31, 2024, we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. 18
Removed
We have currently engaged with professional services firms, including legal counsel, threat intelligence service providers, cybersecurity consultants, cybersecurity software providers, managed cybersecurity service providers, penetration testing firms, dark web monitoring firms and cyber insurance brokers and providers.
Removed
We also use third-party service providers to perform a variety of functions throughout our business, such as application providers, hosting companies and supply chain resources.
Removed
Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue and the identity of the provider, our vendor risk management program may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider.
Removed
Our CISO has served in various roles in information technology for over 24 years within the financial services industry, including previously serving as Head of Information Security and Enterprise Infrastructure, Head of IT Audit and Chief Information Security Officer at other companies, and holds the Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC) certifications and is registered with FINRA for the Series 99. • Our CTO oversees our IT department and holds a PhD in computer science, an MBA and Postgraduate Diploma in physics.
Removed
Our CTO has served in various roles in information technology for over 28 years, including senior leadership roles for the investment banking division of a financial services company. • Our Head of IT Infrastructure oversees the infrastructure and service desk departments within our IT department and holds a Bachelor of Business Administration degree in finance and computer information systems.
Removed
In addition, the response plan includes prompt reporting to the board of directors (or audit committee) of certain cybersecurity incidents and of the company’s materiality and disclosure determinations relating thereto.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed1 unchanged
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2023 — $ — — — November 1 through November 30, 2023 14,963 $ 56.79 — — December 1 through December 31, 2023 111 $ 73.87 — — Total 15,074 $ 56.92 — — _________________________ (1) Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31, 2024 — $ — — — November 1 through November 30, 2024 15,237 $ 100.72 — — December 1 through December 31, 2024 46 $ 100.66 — — Total 15,283 $ 100.72 — — _________________________ (1) Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.
Issuer Purchases of Equity Securities During the three months ended December 31, 2023, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our financial results and condition, cash flows and liquidity, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors deemed relevant.
When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our financial results and condition, cash flows and liquidity, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors deemed relevant.
On February 22, 2024, we declared a quarterly cash dividend on our common stock in the amount of $0.59 per share. This dividend will be payable on March 14, 2024 to stockholders of record at the close of business on March 4, 2024.
On February 20, 2025, we declared a quarterly cash dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on March 13, 2025 to stockholders of record at the close of business on March 3, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange (NYSE) and is traded under the symbol “CNS”. As of February 16, 2024, there were 50 h olders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange (NYSE) and is traded under the symbol “CNS.” As of February 14, 2025, there were 51 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

67 edited+8 added−69 removed22 unchanged
Biggest changeThe depreciation resulted, in part, from elevated interest rates that continued through 2023, primarily impacting the market values of real estate and preferred securities portfolios. 23 Assets Under Management By Investment Vehicle (in millions) Years Ended December 31, 2023 2022 2021 Open-end Funds Assets under management, beginning of period $ 36,903 $ 50,911 $ 35,160 Inflows 11,937 17,939 19,542 Outflows (13,614) (19,713) (10,765) Net inflows (outflows) (1,677) (1,774) 8,777 Market appreciation (depreciation) 3,231 (10,282) 8,936 Distributions (1,265) (1,952) (1,936) Transfers (160) — (26) Total increase (decrease) 129 (14,008) 15,751 Assets under management, end of period $ 37,032 $ 36,903 $ 50,911 Percentage of total assets under management 44.5 % 45.9 % 47.7 % Average assets under management $ 36,159 $ 43,202 $ 42,991 Institutional Accounts Assets under management, beginning of period $ 32,373 $ 42,727 $ 33,255 Inflows 2,985 5,915 6,152 Outflows (3,225) (6,357) (5,563) Net inflows (outflows) (240) (442) 589 Market appreciation (depreciation) 3,626 (8,927) 10,041 Distributions (891) (985) (1,184) Transfers 160 — 26 Total increase (decrease) 2,655 (10,354) 9,472 Assets under management, end of period $ 35,028 $ 32,373 $ 42,727 Percentage of total assets under management 42.1 % 40.3 % 40.1 % Average assets under management $ 32,878 $ 36,383 $ 38,906 Closed-end Funds Assets under management, beginning of period $ 11,149 $ 12,991 $ 11,493 Inflows 17 575 206 Outflows (91) — (119) Net inflows (outflows) (74) 575 87 Market appreciation (depreciation) 617 (1,722) 2,033 Distributions (616) (695) (622) Total increase (decrease) (73) (1,842) 1,498 Assets under management, end of period $ 11,076 $ 11,149 $ 12,991 Percentage of total assets under management 13.3 % 13.9 % 12.2 % Average assets under management $ 10,854 $ 12,039 $ 12,317 Total Assets under management, beginning of period $ 80,425 $ 106,629 $ 79,908 Inflows 14,939 24,429 25,900 Outflows (16,930) (26,070) (16,447) Net inflows (outflows) (1,991) (1,641) 9,453 Market appreciation (depreciation) 7,474 (20,931) 21,010 Distributions (2,772) (3,632) (3,742) Total increase (decrease) 2,711 (26,204) 26,721 Assets under management, end of period $ 83,136 $ 80,425 $ 106,629 Average assets under management $ 79,891 $ 91,624 $ 94,214 24 Assets Under Management - Institutional Accounts By Account Type (in millions) Years Ended December 31, 2023 2022 2021 Advisory Assets under management, beginning of period $ 18,631 $ 24,599 $ 17,628 Inflows 1,407 3,672 4,891 Outflows (1,860) (4,734) (2,945) Net inflows (outflows) (453) (1,062) 1,946 Market appreciation (depreciation) 1,926 (4,906) 4,999 Transfers 160 — 26 Total increase (decrease) 1,633 (5,968) 6,971 Assets under management, end of period $ 20,264 $ 18,631 $ 24,599 Percentage of institutional assets under management 57.9 % 57.6 % 57.6 % Average assets under management $ 18,798 $ 21,233 $ 22,092 Japan Subadvisory Assets under management, beginning of period $ 8,376 $ 11,329 $ 9,720 Inflows 823 988 305 Outflows (474) (436) (1,075) Net inflows (outflows) 349 552 (770) Market appreciation (depreciation) 1,192 (2,520) 3,563 Distributions (891) (985) (1,184) Total increase (decrease) 650 (2,953) 1,609 Assets under management, end of period $ 9,026 $ 8,376 $ 11,329 Percentage of institutional assets under management 25.8 % 25.9 % 26.5 % Average assets under management $ 8,633 $ 9,302 $ 10,335 Subadvisory Excluding Japan Assets under management, beginning of period $ 5,366 $ 6,799 $ 5,907 Inflows 755 1,255 956 Outflows (891) (1,187) (1,543) Net inflows (outflows) (136) 68 (587) Market appreciation (depreciation) 508 (1,501) 1,479 Total increase (decrease) 372 (1,433) 892 Assets under management, end of period $ 5,738 $ 5,366 $ 6,799 Percentage of institutional assets under management 16.4 % 16.6 % 15.9 % Average assets under management $ 5,447 $ 5,848 $ 6,479 Total Institutional Accounts Assets under management, beginning of period $ 32,373 $ 42,727 $ 33,255 Inflows 2,985 5,915 6,152 Outflows (3,225) (6,357) (5,563) Net inflows (outflows) (240) (442) 589 Market appreciation (depreciation) 3,626 (8,927) 10,041 Distributions (891) (985) (1,184) Transfers 160 — 26 Total increase (decrease) 2,655 (10,354) 9,472 Assets under management, end of period $ 35,028 $ 32,373 $ 42,727 Average assets under management $ 32,878 $ 36,383 $ 38,906 25 Assets Under Management By Investment Strategy (in millions) Years Ended December 31, 2023 2022 2021 U.S.
Biggest changeThe change was primarily due to: • Net inflows of $13 million • Market appreciation of $816 million • Distributions of $616 million 23 Assets Under Management By Investment Vehicle (in millions) Years Ended December 31, 2024 2023 2022 Open-end Funds Assets under management, beginning of period $ 37,032 $ 36,903 $ 50,911 Inflows 14,239 11,937 17,939 Outflows (11,435) (13,614) (19,713) Net inflows (outflows) 2,804 (1,677) (1,774) Market appreciation (depreciation) 2,388 3,231 (10,282) Distributions (1,262) (1,265) (1,952) Transfers — (160) — Total increase (decrease) 3,930 129 (14,008) Assets under management, end of period $ 40,962 $ 37,032 $ 36,903 Average assets under management $ 39,090 $ 36,159 $ 43,202 Institutional Accounts Assets under management, beginning of period $ 35,028 $ 32,373 $ 42,727 Inflows 3,696 2,985 5,915 Outflows (6,684) (3,225) (6,357) Net inflows (outflows) (2,988) (240) (442) Market appreciation (depreciation) 2,216 3,626 (8,927) Distributions (693) (891) (985) Transfers — 160 — Total increase (decrease) (1,465) 2,655 (10,354) Assets under management, end of period $ 33,563 $ 35,028 $ 32,373 Average assets under management $ 33,499 $ 32,878 $ 36,383 Closed-end Funds Assets under management, beginning of period $ 11,076 $ 11,149 $ 12,991 Inflows 13 17 575 Outflows — (91) — Net inflows (outflows) 13 (74) 575 Market appreciation (depreciation) 816 617 (1,722) Distributions (616) (616) (695) Total increase (decrease) 213 (73) (1,842) Assets under management, end of period $ 11,289 $ 11,076 $ 11,149 Average assets under management $ 11,278 $ 10,854 $ 12,039 Total Assets under management, beginning of period $ 83,136 $ 80,425 $ 106,629 Inflows 17,948 14,939 24,429 Outflows (18,119) (16,930) (26,070) Net inflows (outflows) (171) (1,991) (1,641) Market appreciation (depreciation) 5,420 7,474 (20,931) Distributions (2,571) (2,772) (3,632) Total increase (decrease) 2,678 2,711 (26,204) Assets under management, end of period $ 85,814 $ 83,136 $ 80,425 Average assets under management $ 83,867 $ 79,891 $ 91,624 24 Assets Under Management - Institutional Accounts By Account Type (in millions) Years Ended December 31, 2024 2023 2022 Advisory Assets under management, beginning of period $ 20,264 $ 18,631 $ 24,599 Inflows 2,187 1,407 3,672 Outflows (4,401) (1,860) (4,734) Net inflows (outflows) (2,214) (453) (1,062) Market appreciation (depreciation) 1,222 1,926 (4,906) Transfers — 160 — Total increase (decrease) (992) 1,633 (5,968) Assets under management, end of period $ 19,272 $ 20,264 $ 18,631 Average assets under management $ 18,998 $ 18,798 $ 21,233 Japan Subadvisory Assets under management, beginning of period $ 9,026 $ 8,376 $ 11,329 Inflows 290 823 988 Outflows (853) (474) (436) Net inflows (outflows) (563) 349 552 Market appreciation (depreciation) 752 1,192 (2,520) Distributions (693) (891) (985) Total increase (decrease) (504) 650 (2,953) Assets under management, end of period $ 8,522 $ 9,026 $ 8,376 Average assets under management $ 8,678 $ 8,633 $ 9,302 Subadvisory Excluding Japan Assets under management, beginning of period $ 5,738 $ 5,366 $ 6,799 Inflows 1,219 755 1,255 Outflows (1,430) (891) (1,187) Net inflows (outflows) (211) (136) 68 Market appreciation (depreciation) 242 508 (1,501) Total increase (decrease) 31 372 (1,433) Assets under management, end of period $ 5,769 $ 5,738 $ 5,366 Average assets under management $ 5,823 $ 5,447 $ 5,848 Total Institutional Accounts Assets under management, beginning of period $ 35,028 $ 32,373 $ 42,727 Inflows 3,696 2,985 5,915 Outflows (6,684) (3,225) (6,357) Net inflows (outflows) (2,988) (240) (442) Market appreciation (depreciation) 2,216 3,626 (8,927) Distributions (693) (891) (985) Transfers — 160 — Total increase (decrease) (1,465) 2,655 (10,354) Assets under management, end of period $ 33,563 $ 35,028 $ 32,373 Average assets under management $ 33,499 $ 32,878 $ 36,383 25 Assets Under Management By Investment Strategy (in millions) Years Ended December 31, 2024 2023 2022 U.S.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may differ from our current estimate of the unrecognized tax benefit liabilities.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of these uncertainties, the ultimate resolution may differ from our current estimate of the unrecognized tax benefit liabilities.
Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors.
Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments 34 regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors.
(2) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries. 37 Changes in Financial Condition, Liquidity and Capital Resources We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.
(2) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries. 31 Changes in Financial Condition, Liquidity and Capital Resources We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.
As a result, the valuation of a private real estate investment may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.
As a result, the valuation of a private real estate investment may be based on subjective information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.
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) © 2024 Morningstar, Inc. All Rights Reserved.
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) © 2025 Morningstar, Inc. All Rights Reserved.
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 December 31, 2023. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating.
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 December 31, 2024. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating.
These differences are reflected as increases or decreases in income tax expense in the period in which new information becomes available. Recently Issued Accounting Pronouncements See discussion of Recently Issued Accounting Pronouncements in Note 2 of the consolidated financial statements. 41
These differences are reflected as increases or decreases in income tax expense in the period in which new information becomes available. Recently Issued Accounting Pronouncements See discussion of Recently Issued Accounting Pronouncements in Note 2 of the consolidated financial statements. 35
Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We will monitor the real property investments for material events that we believe may be expected to have a material impact on the most recent estimated fair values of such real property investments.
Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We monitor the real property investments for events that we believe could have a material impact on the most recent estimated fair values of such real property investments.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 66.2 bps and 66.8 bps for the years ended December 31, 2023 and 2022, respectively.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annual effective fee rate of 66.0 bps and 66.2 bps for the years ended December 31, 2024 and 2023, respectively.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.8 bps and 88.6 bps for the years ended December 31, 2023 and 2022, respectively.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 88.7 bps and 88.8 bps for the years ended December 31, 2024 and 2023, respectively.
Income Taxes We operate globally through our subsidiaries and therefore must allocate our income, expenses, and earnings taking into account various laws and regulations. Our tax provision represents an estimate of the total liability that we have incurred as a result of our global operations.
Income Taxes We operate globally through our subsidiaries and therefore must allocate our income, expenses, and earnings considering various laws and regulations. Our tax provision represents an estimate of the total liability that we have incurred as a result of our global operations.
As of December 31, 2023, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements , in the notes to the consolidated financial statements included in Part IV, Item 15.
As of December 31, 2024, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.
When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flows and liquidity, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flow and liquidity, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
Liquid seed investments include corporate securities held directly for the purpose of establishing performance track records and the Company's economic interest in consolidated investment vehicles which are presented net of noncontrolling interests. Other current assets Other current assets primarily represent investment advisory and administration fees receivable.
Liquid seed investments are primarily securities held directly for the purpose of establishing performance records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests. Other current assets Other current assets primarily represent investment advisory and administration fees receivable.
We perform a review of our receivables on an ongoing basis in order to assess collectability and, based on our analysis at December 31, 2023, there was no allowance for uncollectible accounts required.
We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at December 31, 2024, no allowance for uncollectible accounts was required.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 37.6 bps and 36.8 bps for the years ended December 31, 2023 and 2022, respectively.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.5 bps and 37.6 bps for the years ended December 31, 2024 and 2023, respectively.
Potential uses of capital range from, among other things, funding the upfront costs associated with closed-end fund launches and rights offerings, seeding new strategies and vehicles, co-investing in private real estate vehicles and making various one-time investments to grow our firm infrastructure as our business scales.
Potential uses of capital range from, among other things, seeding 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 firm infrastructure as our business scales.
Actual results could differ from those estimates. 40 Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below.
Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below.
Current liabilities Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12-months, certain income taxes payable and other liabilities and accrued expenses. Future liquidity needs Our business has become more capital intensive.
Current liabilities Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12-months, certain income taxes payable and certain other liabilities and accrued expenses. Future liquidity needs Our business may become capital intensive over time to support growth initiatives.
GAAP to As Adjusted Financial Results Net Income Attributable to Common Stockholders and Diluted Earnings per Share Years Ended December 31, (in thousands, except per share data) 2023 2022 2021 Net income attributable to common stockholders, U.S.
Net Income Attributable to Common Stockholders and Diluted Earnings per Share Years Ended December 31, (in thousands, except per share data) 2024 2023 2022 Net income attributable to common stockholders, U.S.
GAAP $ 129,049 $ 171,042 $ 211,396 Seed investments—net (1) 2,252 4,317 (5,870) Accelerated vesting of restricted stock units 1,318 10,260 7,197 Lease transition and other costs - 280 Park Avenue (2) 9,721 776 — Closed-end fund offering costs (3) — 15,239 — Foreign currency exchange (gains) losses—net (4) 2,371 (4,741) (475) Tax adjustments—net (5) (4,200) (14,642) (14,301) Net income attributable to common stockholders, as adjusted $ 140,511 $ 182,251 $ 197,947 Diluted weighted average shares outstanding 49,553 49,297 49,090 Diluted earnings per share, U.S.
GAAP $ 151,265 $ 129,049 $ 171,042 Seed investments—net (1) (6,245) 2,252 4,317 Accelerated vesting of restricted stock units 7,134 1,318 10,260 Other non-recurring expenses (2) 1,196 — — Lease transition and other costs - 280 Park Avenue (3) 807 9,721 776 Closed-end fund offering costs (4) — — 15,239 Foreign currency exchange (gains) losses—net (5) (1,059) 2,371 (4,741) Tax adjustments—net (6) (3,812) (4,200) (14,642) Net income attributable to common stockholders, as adjusted $ 149,286 $ 140,511 $ 182,251 Diluted weighted average shares outstanding 50,938 49,553 49,297 Diluted earnings per share, U.S.
The table below summarizes our cash flows: Years Ended December 31, (in thousands) 2023 2022 2021 Cash Flow Data: Net cash provided by (used in) operating activities $ 171,961 $ 61,680 $ 242,901 Net cash provided by (used in) investing activities (114,776) (2,857) 47,648 Net cash provided by (used in) financing activities (119,052) 8,975 (145,426) Net increase (decrease) in cash and cash equivalents (61,867) 67,798 145,123 Effect of foreign exchange rate changes on cash and cash equivalents 2,756 (4,440) (999) Cash and cash equivalents, beginning of the period 248,714 185,356 41,232 Cash and cash equivalents, end of the period $ 189,603 $ 248,714 $ 185,356 In 2023, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $61.9 million when compared with 2022.
The table below summarizes our cash flows: Years Ended December 31, (in thousands) 2024 2023 2022 Cash Flow Data: Net cash provided by (used in) operating activities $ 96,689 $ 171,961 $ 61,680 Net cash provided by (used in) investing activities (119,712) (114,776) (2,857) Net cash provided by (used in) financing activities 18,167 (119,052) 8,975 Net increase (decrease) in cash and cash equivalents (4,856) (61,867) 67,798 Effect of foreign exchange rate changes on cash and cash equivalents (1,585) 2,756 (4,440) Cash and cash equivalents, beginning of the period 189,603 248,714 185,356 Cash and cash equivalents, end of the period $ 183,162 $ 189,603 $ 248,714 In 2024, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $4.9 million when compared with 2023.
The table below summarizes net liquid assets: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents $ 187,442 $ 247,418 U.S.
The table below summarizes net liquid assets: (in thousands) December 31, 2024 December 31, 2023 Cash and cash equivalents $ 182,974 $ 187,442 U.S.
On February 22, 2024, we declared a quarterly dividend on our common stock in the amount of $0.59 per share. This dividend will be payable on March 14, 2024 to stockholders of record at the close of business on March 4, 2024.
On February 20, 2025, we declared a quarterly dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on March 13, 2025 to stockholders of record at the close of business on March 3, 2025.
GAAP $ 2.60 $ 3.47 $ 4.31 Seed investments—net (1) 0.05 0.09 (0.12) Accelerated vesting of restricted stock units 0.03 0.21 0.15 Lease transition and other costs - 280 Park Avenue (2) 0.20 0.02 — Closed-end fund offering costs (3) — 0.31 — Foreign currency exchange (gains) losses—net (4) 0.05 (0.10) (0.01) Tax adjustments—net (5) (0.09) (0.30) (0.30) Diluted earnings per share, as adjusted $ 2.84 $ 3.70 $ 4.03 _________________________ (1) Represents adjustment to remove the impact of consolidated investment vehicles and other seed investments from the Company's financial results.
GAAP $ 2.97 $ 2.60 $ 3.47 Seed investments—net (1) (0.12) 0.05 0.09 Accelerated vesting of restricted stock units 0.14 0.03 0.21 Other non-recurring expenses (2) 0.02 — — Lease transition and other costs - 280 Park Avenue (3) 0.02 0.20 0.02 Closed-end fund offering costs (4) — — 0.31 Foreign currency exchange (gains) losses—net (5) (0.02) 0.05 (0.10) Tax adjustments—net (6) (0.08) (0.09) (0.30) Diluted earnings per share, as adjusted $ 2.93 $ 2.84 $ 3.70 _________________________ (1) Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
Contingencies Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2023, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $2.5 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above.
Contingencies Due to the uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2024, the Company is unable to reasonably estimate when cash settlement with the respective taxing authorities will occur. Therefore, $1.3 million of gross unrecognized tax benefits have been excluded from the contractual obligations table above.
Effective January 1, 2023, the Company revised its methodology for as adjusted results to include interest and dividends from seed investments. Prior period amounts have not been recast to conform with the current period results as the impact was not significant. Reconciliation of U.S.
Effective January 1, 2023, the Company revised its methodology for as adjusted results to include interest and dividends from corporate seed investments. Amounts for the year ended December 31, 2022 have not been recast to conform with the current methodology as the impact was not significant.
GAAP $ 325,160 350,968 $ 323,460 Seed investments (1) (2,021) (838) (819) Accelerated vesting of restricted stock units (1,318) (10,260) (7,197) Lease transition and other costs - 280 Park Avenue (2) (9,721) (776) — Closed-end fund offering costs (3) — (15,239) — Expenses, as adjusted $ 312,100 $ 323,855 $ 315,444 Operating income, U.S.
GAAP $ 344,540 325,160 350,968 Consolidated funds (698) (2,021) (838) Accelerated vesting of restricted stock units (7,134) (1,318) (10,260) Other non-recurring expenses (1) (1,196) — — Lease transition and other costs - 280 Park Avenue (2) (807) (9,721) (776) Closed-end fund offering costs (3) — — (15,239) Expenses, as adjusted $ 334,705 $ 312,100 $ 323,855 Operating income, U.S.
Net cash used in financing activities was $119.1 million, including dividends paid to stockholders of $112.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.5 million, partially offset by net contributions from noncontrolling interests of $14.5 million.
Net cash provided by financing activities was $18.2 million, including net contributions from noncontrolling interests of $88.9 million and proceeds of $68.5 million from the issuance of common stock in a registered public offering, partially offset by dividends paid to stockholders of $119.2 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $21.1 million.
GAAP $ 164,477 $ 215,938 $ 260,372 Seed investments (1) 1,555 1,628 1,230 Accelerated vesting of restricted stock units 1,318 10,260 7,197 Lease transition and other costs - 280 Park Avenue (2) 9,721 776 — Closed-end fund offering costs (3) — 15,239 — Operating income, as adjusted $ 177,071 $ 243,841 $ 268,799 Operating margin, U.S.
GAAP $ 172,877 $ 164,477 $ 215,938 Consolidated funds 1,551 1,555 1,628 Accelerated vesting of restricted stock units 7,134 1,318 10,260 Other non-recurring expenses (1) 1,196 — — Lease transition and other costs - 280 Park Avenue (2) 807 9,721 776 Closed-end fund offering costs (3) — — 15,239 Operating income, as adjusted $ 183,565 $ 177,071 $ 243,841 Operating margin, U.S.
Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent.
Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $172.0 million. Net cash used in investing activities was $114.8 million, which included net purchases of U.S.
Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $96.7 million. Net cash used in investing activities was $119.7 million, which included the funding of $67.0 million of our $125.0 million commitment to CNSREIT and net purchases of U.S.
Treasury securities 59,942 — Liquid seed investments—net 71,375 67,987 Other current assets 73,360 70,716 Current liabilities (106,603) (114,522) Net liquid assets $ 285,516 $ 271,599 Cash and cash equivalents Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into cash. U.S. Treasury securities U.S.
Treasury securities 109,086 59,942 Liquid seed investments—net 68,858 71,375 Other current assets 75,959 73,360 Current liabilities (105,396) (106,603) Net liquid assets $ 331,481 $ 285,516 Cash and cash equivalents Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into cash. U.S. Treasury securities U.S.
Changes in Assets Under Management - 2023 Compared with 2022 Assets under management at December 31, 2023 increased 3.4% to $83.1 billion from $80.4 billion at December 31, 2022. The increase was due to market appreciation of $7.5 billion, partially offset by net outflows of $2.0 billion and distributions of $2.8 billion. Net outflows included $1.9 billion from preferred securities.
Assets under management at December 31, 2024 increased 3.2% to $85.8 billion from $83.1 billion at December 31, 2023. The increase was due to market appreciation of $5.4 billion, partially offset by net outflows of $171 million and distributions of $2.6 billion.
From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms. (3) Represents costs associated with the offering of RLTY.
From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms. (3) Represents costs associated with the offering of RLTY. Non-operating Income (Loss) Years Ended December 31, (in thousands) 2024 2023 2022 Non-operating income (loss), U.S.
GAAP 33.6 % 38.1 % 44.6 % Operating margin, as adjusted 36.2 % 43.0 % 46.0 % _________________________ (1) Represents adjustment to remove the impact of consolidated investment vehicles from the Company's financial results. (2) Represents adjustment to remove the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
GAAP 33.4 % 33.6 % 38.1 % Operating margin, as adjusted 35.4 % 36.2 % 43.0 % _________________________ (1) Represents the impact of incremental expenses associated with the separation of certain employees. (2) Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
(5) Tax adjustments are summarized in the following table: Years Ended December 31, (in thousands) 2023 2022 2021 Exclusion of tax effects associated with items noted above $ (3,085) $ (3,522) $ (2,262) Exclusion of discrete tax items (1,115) (11,120) (12,039) Total tax adjustments $ (4,200) $ (14,642) $ (14,301) Reconciliation of U.S.
(6) Tax adjustments are summarized in the following table: Years Ended December 31, (in thousands) 2024 2023 2022 Impact of tax effects associated with items noted above $ (2,020) $ (3,085) $ (3,522) Impact of discrete tax items (1,792) (1,115) (11,120) Total tax adjustments $ (3,812) $ (4,200) $ (14,642) 30 Revenue, Expenses, Operating Income and Operating Margin Years Ended December 31, (in thousands, except percentages) 2024 2023 2022 Revenue, U.S.
GAAP $ 15,774 $ (19,041) $ 21,572 Seed investments—net (1) (6,863) 24,245 (21,858) Foreign currency exchange (gains) losses—net (2) 2,371 (4,741) (475) Non-operating income (loss), as adjusted $ 11,282 $ 463 $ (761) _________________________ (1) Represents adjustment to remove the impact of consolidated investment vehicles and other seed investments from the Company's financial results.
GAAP $ 36,664 $ 15,774 $ (19,041) Seed investments—net (1) (19,323) (6,863) 24,245 Foreign currency exchange (gains) losses—net (2) (1,059) 2,371 (4,741) Non-operating income (loss), as adjusted $ 16,282 $ 11,282 $ 463 _________________________ (1) Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
Real Estate Assets under management, beginning of period $ 35,108 $ 49,915 $ 32,827 Inflows 7,077 10,572 11,538 Outflows (6,521) (10,869) (6,499) Net inflows (outflows) 556 (297) 5,039 Market appreciation (depreciation) 4,495 (12,097) 14,417 Distributions (1,679) (2,406) (2,294) Transfers 70 (7) (74) Total increase (decrease) 3,442 (14,807) 17,088 Assets under management, end of period $ 38,550 $ 35,108 $ 49,915 Percentage of total assets under management 46.4 % 43.7 % 46.8 % Average assets under management $ 36,034 $ 41,627 $ 41,315 Preferred Securities Assets under management, beginning of period $ 19,767 $ 26,987 $ 23,185 Inflows 4,997 7,059 8,802 Outflows (6,890) (10,212) (5,053) Net inflows (outflows) (1,893) (3,153) 3,749 Market appreciation (depreciation) 1,029 (3,240) 964 Distributions (739) (834) (985) Transfers — 7 74 Total increase (decrease) (1,603) (7,220) 3,802 Assets under management, end of period $ 18,164 $ 19,767 $ 26,987 Percentage of total assets under management 21.8 % 24.6 % 25.3 % Average assets under management $ 18,439 $ 22,638 $ 25,262 Global/International Real Estate Assets under management, beginning of period $ 14,782 $ 19,380 $ 15,214 Inflows 1,529 3,848 3,263 Outflows (1,975) (3,289) (2,833) Net inflows (outflows) (446) 559 430 Market appreciation (depreciation) 1,616 (5,039) 3,933 Distributions (93) (118) (197) Transfers (70) — — Total increase (decrease) 1,007 (4,598) 4,166 Assets under management, end of period $ 15,789 $ 14,782 $ 19,380 Percentage of total assets under management 19.0 % 18.4 % 18.2 % Average assets under management $ 14,899 $ 16,692 $ 17,688 26 Assets Under Management By Investment Strategy - continued (in millions) Years Ended December 31, 2023 2022 2021 Global Listed Infrastructure Assets under management, beginning of period $ 8,596 $ 8,763 $ 6,729 Inflows 487 1,566 1,751 Outflows (725) (1,112) (765) Net inflows (outflows) (238) 454 986 Market appreciation (depreciation) 204 (405) 1,256 Distributions (206) (216) (208) Total increase (decrease) (240) (167) 2,034 Assets under management, end of period $ 8,356 $ 8,596 $ 8,763 Percentage of total assets under management 10.1 % 10.7 % 8.2 % Average assets under management $ 8,291 $ 8,700 $ 7,970 Other Assets under management, beginning of period $ 2,172 $ 1,584 $ 1,953 Inflows 849 1,384 546 Outflows (819) (588) (1,297) Net inflows (outflows) 30 796 (751) Market appreciation (depreciation) 130 (150) 440 Distributions (55) (58) (58) Total increase (decrease) 105 588 (369) Assets under management, end of period $ 2,277 $ 2,172 $ 1,584 Percentage of total assets under management 2.7 % 2.7 % 1.5 % Average assets under management $ 2,228 $ 1,967 $ 1,979 Total Assets under management, beginning of period $ 80,425 $ 106,629 $ 79,908 Inflows 14,939 24,429 25,900 Outflows (16,930) (26,070) (16,447) Net inflows (outflows) (1,991) (1,641) 9,453 Market appreciation (depreciation) 7,474 (20,931) 21,010 Distributions (2,772) (3,632) (3,742) Total increase (decrease) 2,711 (26,204) 26,721 Assets under management, end of period $ 83,136 $ 80,425 $ 106,629 Average assets under management $ 79,891 $ 91,624 $ 94,214 27 Investment Performance as of December 31, 2023 _________________________ (1) Past performance is no guarantee of future results.
Real Estate Assets under management, beginning of period $ 38,550 $ 35,108 $ 49,915 Inflows 10,097 7,077 10,572 Outflows (7,031) (6,521) (10,869) Net inflows (outflows) 3,066 556 (297) Market appreciation (depreciation) 2,765 4,495 (12,097) Distributions (1,454) (1,679) (2,406) Transfers 3 70 (7) Total increase (decrease) 4,380 3,442 (14,807) Assets under management, end of period $ 42,930 $ 38,550 $ 35,108 Average assets under management $ 40,607 $ 36,034 $ 41,627 Preferred Securities Assets under management, beginning of period $ 18,164 $ 19,767 $ 26,987 Inflows 4,103 4,997 7,059 Outflows (4,768) (6,890) (10,212) Net inflows (outflows) (665) (1,893) (3,153) Market appreciation (depreciation) 1,552 1,029 (3,240) Distributions (717) (739) (834) Transfers (4) — 7 Total increase (decrease) 166 (1,603) (7,220) Assets under management, end of period $ 18,330 $ 18,164 $ 19,767 Average assets under management $ 18,458 $ 18,439 $ 22,638 Global/International Real Estate Assets under management, beginning of period $ 15,789 $ 14,782 $ 19,380 Inflows 2,104 1,529 3,848 Outflows (4,772) (1,975) (3,289) Net inflows (outflows) (2,668) (446) 559 Market appreciation (depreciation) 43 1,616 (5,039) Distributions (107) (93) (118) Transfers 1 (70) — Total increase (decrease) (2,731) 1,007 (4,598) Assets under management, end of period $ 13,058 $ 15,789 $ 14,782 Average assets under management $ 13,651 $ 14,899 $ 16,692 26 Assets Under Management By Investment Strategy - continued (in millions) Years Ended December 31, 2024 2023 2022 Global Listed Infrastructure Assets under management, beginning of period $ 8,356 $ 8,596 $ 8,763 Inflows 640 487 1,566 Outflows (870) (725) (1,112) Net inflows (outflows) (230) (238) 454 Market appreciation (depreciation) 900 204 (405) Distributions (233) (206) (216) Total increase (decrease) 437 (240) (167) Assets under management, end of period $ 8,793 $ 8,356 $ 8,596 Average assets under management $ 8,717 $ 8,291 $ 8,700 Other Assets under management, beginning of period $ 2,277 $ 2,172 $ 1,584 Inflows 1,004 849 1,384 Outflows (678) (819) (588) Net inflows (outflows) 326 30 796 Market appreciation (depreciation) 160 130 (150) Distributions (60) (55) (58) Total increase (decrease) 426 105 588 Assets under management, end of period $ 2,703 $ 2,277 $ 2,172 Average assets under management $ 2,434 $ 2,228 $ 1,967 Total Assets under management, beginning of period $ 83,136 $ 80,425 $ 106,629 Inflows 17,948 14,939 24,429 Outflows (18,119) (16,930) (26,070) Net inflows (outflows) (171) (1,991) (1,641) Market appreciation (depreciation) 5,420 7,474 (20,931) Distributions (2,571) (2,772) (3,632) Total increase (decrease) 2,678 2,711 (26,204) Assets under management, end of period $ 85,814 $ 83,136 $ 80,425 Average assets under management $ 83,867 $ 79,891 $ 91,624 27 Summary of Operating Results (in thousands, except percentages and per share data) Years Ended December 31, 2024 2023 2022 U.S.
Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore. 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, as well as global natural resource equities.
Executive Overview General We are a 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, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore. Refer to Part I.
See Note 15, Income Taxes , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing. Investment Commitments We have committed to invest up to $50.0 million in REOF. As of December 31, 2023, we had funded $21.7 million of this commitment.
See Note 15, Income Taxes , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing. 33 Investment Commitments We have committed to invest up to a total of $175.0 million in certain of our investment vehicles.
The determination of our annual provision is subject to judgments and estimates and the actual results included in our annual tax returns may vary from the amounts reported in our consolidated financial statements. Accordingly, we recognize additions to, or reductions from, income tax expense as our estimated liabilities are revised and actual tax returns and audits, if any, are settled.
The determination of our annual provision is subject to judgments and estimates and the actual results included in our annual tax returns may vary from the amounts reported in our consolidated financial statements.
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.
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.
Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years.
We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years.
In order to provide us with the financial flexibility to pursue these opportunities, on January 20, 2023, we entered into a Credit Agreement providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. 38 Borrowings under the Credit Agreement, if any, will be used for working capital and other general corporate purposes.
In order to provide us with the financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026.
From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms. 35 (3) Represents costs associated with the offering of RLTY.
(2) Represents the impact of incremental expenses associated with the separation of certain employees. (3) 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.
Such adjustments are recognized in the quarterly period in which they are determined. In addition, we record current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements in accordance with the provisions of the enacted tax laws.
In addition, we record current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years.
Excluding the performance fees, the implied annual effective fee rate would have been 36.8 bps and 36.7 bps for the years ended December 31, 2023 and 2022, respectively.
Excluding performance fees of $1.4 million and $2.5 million, the implied annual effective fee rate would have been 38.1 bps and 36.8 bps for the years ended December 31, 2024 and 2023, respectively. The increase in the implied annual effective fee rate is primarily due to the shift in the mix of assets under management.
(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries. 34 Income Taxes Years Ended December 31, 2022 2021 U.S. statutory tax rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.3 3.8 Non-deductible executive compensation 3.0 2.3 Unrecognized tax benefit adjustments (3.3) (3.2) Excess tax benefits related to the vesting and delivery of restricted stock units (2.7) (2.2) Other 0.4 (0.8) Effective income tax rate 21.7 % 20.9 % Reconciliations of U.S.
Income Taxes A reconciliation of the Company’s statutory federal income tax rate to the effective income tax rate is summarized in the following table: Years Ended December 31, 2024 2023 U.S. statutory tax rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 2.7 3.2 Non-deductible executive compensation 1.2 1.9 Valuation allowance (0.7) 0.4 Excess tax benefits related to the vesting and delivery of restricted stock units (0.3) (1.2) Other (0.3) — Effective income tax rate 23.6 % 25.3 % 29 Reconciliations of U.S.
GAAP Revenue $ 489,637 $ 566,906 $ 583,832 Expenses $ 325,160 $ 350,968 $ 323,460 Operating income $ 164,477 $ 215,938 $ 260,372 Non-operating income (loss) (1) $ 15,774 $ (19,041) $ 21,572 Net income attributable to common stockholders $ 129,049 $ 171,042 $ 211,396 Diluted earnings per share $ 2.60 $ 3.47 $ 4.31 Operating margin 33.6 % 38.1 % 44.6 % As Adjusted (2) Net income attributable to common stockholders $ 140,511 $ 182,251 $ 197,947 Diluted earnings per share $ 2.84 $ 3.70 $ 4.03 Operating margin 36.2 % 43.0 % 46.0 % _________________________ (1) Included amounts attributable to third-party interests in consolidated investment vehicles.
GAAP Revenue $ 517,417 $ 489,637 $ 566,906 Expenses $ 344,540 $ 325,160 $ 350,968 Operating income $ 172,877 $ 164,477 $ 215,938 Net income attributable to common stockholders $ 151,265 $ 129,049 $ 171,042 Diluted earnings per share $ 2.97 $ 2.60 $ 3.47 Operating margin 33.4 % 33.6 % 38.1 % As Adjusted (1) Net income attributable to common stockholders $ 149,286 $ 140,511 $ 182,251 Diluted earnings per share $ 2.93 $ 2.84 $ 3.70 Operating margin 35.4 % 36.2 % 43.0 % _________________________ (1) Refer to pages 30-31 for reconciliations of U.S.
Distribution and service fee expenses decreased by $28.8 million from the year ended December 31, 2022, which included $14.2 million of costs associated with the offering of RLTY. The remainder of the decrease was primarily due to lower average assets under management in U.S. open-end funds.
Additionally, there were increases in incentive compensation of $4.3 million and salaries of $2.7 million. Distribution and service fee expenses increased by $3.0 million from the year ended December 31, 2023 primarily due to higher average assets under management in U.S. open-end funds.
In addition, we have committed to invest up to $125.0 million in CNSREIT. As of December 31, 2023, we had funded $0.2 million of this commitment. In January 2024, the Company funded an additional $23.6 million of its commitment to CNSREIT. The timing for funding the remaining portion of our commitments is uncertain.
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $80.0 million remained unfunded as of December 31, 2024. The timing for funding the remaining portion of our commitments is uncertain.
We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations.
The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations.
Assets under management in Japan subadvisory accounts at December 31, 2023, which represented 25.8% of institutional assets under management, increased 7.8% to $9.0 billion from $8.4 billion at December 31, 2022. The increase was due to net inflows of $349 million and market appreciation of $1.2 billion, partially offset by distributions of $891 million.
The change was primarily due to: • Net inflows of $2.8 billion including $2.7 billion into U.S. real estate • Market appreciation of $2.4 billion including $1.2 billion from U.S. real estate and $995 million from preferred securities • Distributions of $1.3 billion including $598 million from U.S. real estate and $520 million from preferred securities, of which $962 million was reinvested and included in net flows Institutional accounts Assets under management in institutional accounts at December 31, 2024 decreased 4.2% to $33.6 billion from $35.0 billion at December 31, 2023.
Non-operating Income (Loss) (in thousands) Year Ended December 31, 2023 Consolidated Investment Vehicles Corporate Seed Investments Corporate Other Total Interest and dividend income—net $ 3,622 $ 3,547 $ 7,449 $ 14,618 Gain (loss) from investments—net 4,915 1,246 (1,870) (1) 4,291 Foreign currency gain (loss)—net (556) (22) (2,557) (2) (3,135) Total non-operating income (loss) 7,981 4,771 3,022 15,774 Net (income) loss attributable to noncontrolling interests (7,560) — — (7,560) Non-operating income (loss) attributable to the Company $ 421 $ 4,771 $ 3,022 $ 8,214 _________________________ (1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.
Non-operating Income (Loss) (in thousands) Year Ended December 31, 2024 Consolidated Funds (1) Corporate - Seed and Other Total Interest and dividend income $ 3,117 $ 16,227 $ 19,344 Gain (loss) from investments—net 15,573 1,009 16,582 Foreign currency gain (loss)—net (578) 1,316 738 Total non-operating income (loss) 18,112 18,552 36,664 Net (income) loss attributable to noncontrolling interests (11,527) — (11,527) Non-operating income (loss) attributable to the Company $ 6,585 $ 18,552 $ 25,137 (in thousands) Year Ended December 31, 2023 Consolidated Funds (1) Corporate - Seed and Other Total Interest and dividend income $ 3,622 $ 10,996 $ 14,618 Gain (loss) from investments—net 4,915 (624) 4,291 Foreign currency gain (loss)—net (556) (2,579) (3,135) Total non-operating income (loss) 7,981 7,793 15,774 Net (income) loss attributable to noncontrolling interests (7,560) — (7,560) Non-operating income (loss) attributable to the Company $ 421 $ 7,793 $ 8,214 _________________________ (1) Represents seed investments in funds that we are required to consolidate under U.S.
GAAP to as adjusted results. 2023 Compared with 2022 Revenue (in thousands) Years Ended December 31, 2023 2022 $ Change % Change Investment advisory and administration fees Open-end funds $ 239,501 $ 288,577 $ (49,076) (17.0) % Institutional accounts 123,565 134,012 $ (10,447) (7.8) % Closed-end funds 96,345 106,722 $ (10,377) (9.7) % Total 459,411 529,311 $ (69,900) (13.2) % Distribution and service fees 28,200 35,093 $ (6,893) (19.6) % Other 2,026 2,502 $ (476) (19.0) % Total revenue $ 489,637 $ 566,906 $ (77,269) (13.6) % Investment advisory and administration fees decreased from the year ended December 31, 2022, primarily due to lower average assets under management across all three types of investment vehicles, partially offset by higher performance fees from certain institutional accounts.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Revenue (in thousands) Years Ended December 31, 2024 2023 $ Change % Change Investment advisory and administration fees Open-end funds $ 258,010 $ 239,501 $ 18,509 7.7 % Institutional accounts 129,072 123,565 $ 5,507 4.5 % Closed-end funds 99,977 96,345 $ 3,632 3.8 % Total 487,059 459,411 $ 27,648 6.0 % Distribution and service fees 28,142 28,200 $ (58) (0.2) % Other 2,216 2,026 $ 190 9.4 % Total revenue $ 517,417 $ 489,637 $ 27,780 5.7 % Investment advisory and administration revenue increased from the year ended December 31, 2023 primarily due to higher average assets under management.
Distribution and service fees for the year ended December 31, 2023 decreased primarily due to lower average assets under management in U.S. open-end funds. 31 Expenses (in thousands) Years Ended December 31, 2023 2022 $ Change % Change Employee compensation and benefits $ 200,181 $ 208,831 $ (8,650) (4.1) % Distribution and service fees 54,170 82,928 $ (28,758) (34.7) % General and administrative 66,704 54,826 $ 11,878 21.7 % Depreciation and amortization 4,105 4,383 $ (278) (6.3) % Total expenses $ 325,160 $ 350,968 $ (25,808) (7.4) % Employee compensation and benefits decreased from the year ended December 31, 2022, primarily due to lower incentive compensation of $11.1 million and a decrease in amortization of restricted stock units of $5.5 million, partially offset by higher salaries of $6.9 million and an increase in severance of $1.4 million.
Expenses (in thousands) Years Ended December 31, 2024 2023 $ Change % Change Employee compensation and benefits $ 217,980 $ 200,181 $ 17,799 8.9 % Distribution and service fees 57,137 54,170 $ 2,967 5.5 % General and administrative 60,135 66,704 $ (6,569) (9.8) % Depreciation and amortization 9,288 4,105 $ 5,183 126.3 % Total expenses $ 344,540 $ 325,160 $ 19,380 6.0 % 28 Employee compensation and benefits increased from the year ended December 31, 2023 primarily due to higher amortization of restricted stock units of $7.7 million, including $5.8 million of accelerated vesting of certain restricted stock units.
General and administrative expenses increased from the year ended December 31, 2021, primarily due to higher information technology-related expenses of $2.4 million, an increase in travel and entertainment of $1.9 million and one month of incremental lease expense related to the Company's future headquarters at 1166 Avenue of the Americas of $1.1 million.
General and administrative expenses decreased from the year ended December 31, 2023 primarily due to lower rent expense of $8.5 million related to the expiration of the lease for the Company’s prior headquarters in January 2024, partially offset by higher technology expenses of $911,000 and travel and entertainment of $748,000.
(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(4) Represents costs associated with the offering of the Cohen & Steers Real Estate Opportunities and Income Fund (RLTY). (5) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
General and administrative expenses increased from the year ended December 31, 2022, primarily due to incremental lease costs of $10.6 million related to the Company's new headquarters. Operating margin for the year ended December 31, 2023 decreased to 33.6% from 38.1% for the year ended December 31, 2022.
Depreciation and amortization increased from the year ended December 31, 2023 primarily due to depreciation and amortization of fixed assets and leasehold improvements associated with the Company's current headquarters that were placed in service in December 2023. Operating margin for the year ended December 31, 2024 decreased to 33.4% from 33.6% for the year ended December 31, 2023.
Contractual Obligations, Commitments and Contingencies The following table summarizes our contractual obligations at December 31, 2023: (in thousands) 2024 2025 2026 2027 2028 Thereafter Total Operating leases $ 11,872 $ 13,945 $ 14,640 $ 14,623 $ 14,436 $ 153,442 $ 222,958 Purchase obligations (1) 7,825 6,178 3,269 341 26 — 17,639 Other liability (2) 1,662 2,077 — — — — 3,739 Total $ 21,359 $ 22,200 $ 17,909 $ 14,964 $ 14,462 $ 153,442 $ 244,336 _________________________ (1) Represents contracts that are either noncancellable or cancellable with a penalty.
Contractual Obligations, Commitments and Contingencies The following table summarizes our contractual obligations at December 31, 2024: (in thousands) 2025 2026 2027 2028 2029 Thereafter Total Operating leases $ 14,012 $ 14,624 $ 14,607 $ 14,419 $ 14,880 $ 138,472 $ 211,014 Purchase obligations (1) 6,974 4,089 803 292 266 554 12,978 Other liability (2) 2,077 — — — — — 2,077 Total $ 23,063 $ 18,713 $ 15,410 $ 14,711 $ 15,146 $ 139,026 $ 226,069 _________________________ (1) Represents contracts that are either noncancellable or cancellable with a penalty.
Treasury securities held for corporate purposes and net proceeds from sales of securities held directly for the purpose of establishing performance track records of $8.1 million.
Treasury securities held for corporate purposes of $48.1 million.
The organic growth/decay rate represents the ratio of net flows for the year to the beginning assets under management. 28 Open-end funds Assets under management in open-end funds at December 31, 2023, which represented 44.5% of total assets under management, increased 0.3% to $37.0 billion from $36.9 billion at December 31, 2022.
Open-end funds Assets under management in open-end funds at December 31, 2024 increased 10.6% to $41.0 billion from $37.0 billion at December 31, 2023.
The decrease was due to net outflows of $1.1 billion and market depreciation of $4.9 billion. Net outflows included $1.5 billion from U.S. real estate, partially offset by net inflows of $316 million into global listed infrastructure and $313 million into global/international real estate. Market depreciation included $2.4 billion from global/international real estate and $1.9 billion from U.S. real estate.
The change was primarily due to: Advisory: • Net outflows of $2.2 billion including $1.9 billion from global/international real estate • Market appreciation of $1.2 billion including $576 million from U.S. real estate and $412 million from global listed infrastructure Japan subadvisory accounts: • Net outflows of $563 million including $292 million from global/international real estate and $233 million from U.S. real estate • Market appreciation of $752 million including $661 million from U.S. real estate • Distributions of $693 million including $647 million from U.S. real estate Subadvisory accounts excluding Japan: • Net outflows of $211 million including $297 million from global/international real estate, partially offset by net inflows of $134 million into U.S. real estate • Market appreciation of $242 million including $110 million from global listed infrastructure and $108 million from U.S. real estate Closed-end funds Assets under management in closed-end funds at December 31, 2024 increased 1.9% to $11.3 billion from $11.1 billion at December 31, 2023.
Dividends Subject to the approval of our board of directors, we anticipate paying dividends.
Refer to Note 14, Commitments and Contingencies , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing for further discussion. Dividends Subject to the approval of our board of directors, we anticipate paying dividends.
(CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our. Executive Overview General We are a 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.
(CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our. The following discussion includes a comparison of our results for 2024 and 2023. For a comparison of our results for 2023 and 2022, see Item 7.
Removed
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 other commingled vehicles, separate accounts and subadvised portfolios.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024, and is incorporated herein by reference.
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Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts.
Added
Item 1 Business Overview for an overview of our business. Macroeconomic Environment During 2024, global economic conditions remained complex, marked by varying levels of growth across regions and recalibrations to new political administrations. Global equity and fixed income markets reflected these dynamics, with investor sentiment fluctuating in response to monetary policy developments, inflation trends and geopolitical uncertainties.
Removed
Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Added
Despite these challenges, we continue to see investment opportunities across our asset classes. As a global asset manager, we navigated these macroeconomic conditions by leveraging our extensive portfolio management expertise, disciplined risk management framework and prudent cost control. 21 Investment Performance as of December 31, 2024 _________________________ (1) Past performance is no guarantee of future results.
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Our revenue from the wealth channel is primarily derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts.
Added
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. 22 Assets Under Management Below is a discussion of our assets under management at December 31, 2024. For additional details, please refer to the tables on pages 24 - 27.
Removed
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. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions.
Added
GAAP $ 517,417 $ 489,637 $ 566,906 Consolidated funds 853 (466) 790 Revenue, as adjusted $ 518,270 $ 489,171 $ 567,696 Expenses, U.S.
Removed
This revenue is recognized over the period that the assets are managed. A majority of our revenue, 93.8%, 93.4% and 93.1% for the years ended December 31, 2023, 2022 and 2021, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
Added
In early 2025, we launched our first ETFs and made seed investments of approximately $49.8 million to support this initiative. 32 On April 22, 2024, we issued 1,007,057 shares of common stock through an offering. The net proceeds, after deducting commissions and offering expenses, were approximately $68.5 million.
Removed
Macroeconomic Environment Our financial results declined when compared with 2022 primarily due to depreciation in market values of the portfolios we manage.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be favorable in the future, which could adversely impact our ability to grow the assets we manage.
Biggest changeThe market conditions for these offerings may not be favorable in the future, which could adversely impact our ability to grow the assets we manage. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage to maintain target leverage ratios, thereby increasing or decreasing the assets we manage and the associated revenue.
The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue and the value of our seed investments may change.
The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue may change. The economic environment may also preclude us from increasing the assets we manage in closed-end funds.
The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of December 31, 2023 (in thousands): Carrying Value Notional Value - Hedges Net Carrying Value Net Carrying Value Assuming a 10% increase Net Carrying Value Assuming a 10% decrease Liquid seed investments—net $ 71,375 $ (37,933) $ 33,442 $ 36,786 $ 30,098 Illiquid seed investments—net $ 16,749 $ — $ 16,749 $ 18,424 $ 15,074 42
The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of December 31, 2024 (in thousands): Carrying Value Notional Value - Hedges Net Carrying Value Net Carrying Value Assuming a 10% increase Net Carrying Value Assuming a 10% decrease Liquid seed investments—net $ 68,858 $ (43,131) $ 25,727 $ 28,300 $ 23,154 Illiquid seed investments—net $ 94,283 $ — $ 94,283 $ 103,711 $ 84,855 36
Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles for which there may be contractual restrictions on redemption. Our seed investments are subject to market risk.
Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles and our seed investment in CNSREIT for which there may be contractual restrictions on redemption. Our seed investments are subject to market risk. We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk.
Removed
Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage in order to maintain the funds’ target leverage ratios, thereby increasing or decreasing the assets we manage. Corporate Seed investments—net Our seed investments are comprised of both liquid and illiquid holdings.
Added
Seed investments Our seed investments included both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle.
Removed
We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk.

Other CNS 10-K year-over-year comparisons