COHEN & STEERS, INC.CNS财报
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Cohen & Steers is an American investment management company. It focuses on investments in real estate securities via real estate investment trusts (REIT) and alternative income via preferred securities.
What changed in COHEN & STEERS, INC.'s 10-K — 2024 vs 2025
Top changes in COHEN & STEERS, INC.'s 2025 10-K
200 paragraphs added · 214 removed · 161 edited across 6 sections
- Item 1A. Risk Factors+70 / −72 · 61 edited
- Item 7. Management's Discussion & Analysis+65 / −68 · 54 edited
- Item 1. Business+40 / −53 · 26 edited
- Item 1C. Cybersecurity+17 / −13 · 12 edited
- Item 5. Market for Registrant's Common Equity+4 / −4 · 4 edited
Item 1. Business
Business — how the company describes what it does
26 edited+14 added−27 removed19 unchanged
Item 1. Business
Business — how the company describes what it does
26 edited+14 added−27 removed19 unchanged
2024 filing
2025 filing
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.
Investment administration fees from open-end funds and certain closed-end funds are designed to reimburse us for the cost of providing these services. The investment advisory and administration agreements are generally terminable upon specified notice periods and may also require a majority vote of the fund’s board of directors for certain contracts.
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.
Our specialist investment 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 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.
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 vehicle sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions from the investment vehicle to its beneficial owners.
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.
As investment manager, we oversee certain daily activities and manage the assets in the account while adhering to the specified investment objectives. 1 Subadvisory accounts generally represent commingled investment vehicles for which we have been appointed as a subadvisor by the investment manager of that investment vehicle.
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.
Subadvisory accounts 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.
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.
Open-end Funds Open-end funds include U.S. and non-U.S. open-end funds for which we serve as investment adviser that 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.
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.
We were recognized for the sixth 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.
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.
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 including ETFs. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts.
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.
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, mining companies and agriculture-based businesses. The investment objective is total return.
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
We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Real Assets Multi-Strategy invests in a diversified multi-strategy portfolio of listed companies and securities that generally own or are backed by tangible real assets, including real estate securities, global listed infrastructure, commodity futures and natural resource equities, with the objective of achieving attractive total returns over the long term, while providing diversification and maximizing the potential for real returns in periods of rising inflation.
Real Assets Multi-Strategy invests in a diversified multi-strategy portfolio of listed companies and securities that generally own or are backed by tangible real assets, including real estate securities, global listed infrastructure, commodity futures and natural resource equities, with the objective of achieving attractive total returns over the long term, while providing diversification and maximizing the potential for real returns during inflationary environments.
In the institutional channel, we compete with several investment managers offering similar products and services, from boutique establishments to major commercial and investment banks. Performance, price and brand are our principal sources of competition.
In the institutional channel, we compete with several investment managers offering similar products and services, from boutique establishments to major commercial and investment banks. Performance, price and brand are our principal sources of competition. We are evaluated based on our performance and our fees relative to our competitors.
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.
Each strategy invests in a portfolio of common stocks and other securities issued by real estate companies, including real estate investment trusts (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.
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.
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. Further, open-end funds include Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), a non-traded REIT for which we serve as investment adviser.
Prospective clients will typically base their decisions to invest, or continue to invest, with us on our ability to generate returns in excess of a benchmark and the cost of doing so. We are evaluated based on our performance and our fees relative to our competitors.
Prospective clients will typically base their decisions to invest, or continue to invest, with us on our ability to generate returns in excess of a benchmark and the cost of doing so.
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.
In addition, CSCM is registered as a commodity pool operator with the Commodity Futures Trading Commission and is a member of the National Futures Association, both of which regulate futures contracts, swaps and various other financial instruments in which the Company and certain of its clients may invest.
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.
Additionally, in the U.S., CSS, a New York subsidiary, is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority (FINRA) and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure and recordkeeping.
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.
Our core investment strategies include: Listed Real Estate includes a wide range of strategies distinguished by geography, concentration, risk profile and income objective, designed to provide allocation exposure to listed real estate in the U.S. and internationally.
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 .
This recognition is a testament to the strength of our culture, which enables employees to thrive and continue to deliver superior investment results. 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 .
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.
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. We are investment-driven, entrepreneurial and focused, with a passion for delivering excellence through a team-oriented approach.
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.
In addition, individual fund shareholders may also base their decision on the ability to access the funds we manage through a particular distribution channel. 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.
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.
The institutional channel comprises sovereign wealth funds, public and private pension and retirement plans, insurance companies, endowments, foundations, and global investment consultants who support these institutions. Investment Vehicles We manage three types of investment vehicles: open-end funds, institutional accounts and closed-end funds.
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.
Our global distribution is concentrated in two channels: wealth and institutional. The wealth channel includes a variety of intermediaries such as global private banks, U.S. wirehouses, independent and regional broker dealers, bank trusts, registered investment advisers and discretionary portfolio managers using global custody or clearing platforms.
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).
In the U.S., CSCM, a New York subsidiary, is a registered investment adviser (RIA) with the Securities and Exchange Commission (SEC).
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.
While requirements may be comparable in different jurisdictions and to those imposed by the SEC and other U.S. regulators, regulation in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level, reflecting the global and integrated nature of our business.
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).
Shares of CNSREIT are sold and repurchased by CNSREIT monthly at a price generally equal to the prior month’s NAV per share. Finally, open-end funds include active exchange traded funds (ETFs) for which we serve as investment adviser. Our initial launch in 2025 included three strategies: U.S. real estate securities, preferred securities and natural resource equities.
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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 December 2025 we launched two additional strategies, listed infrastructure and short duration preferred securities. ETF shares are not individually redeemable and are issued and redeemed at their NAV per share only through certain authorized broker-dealers. 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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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.
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Investment Strategies We are committed to investment excellence and delivering superior long-term returns to our clients. Fundamental analysis, incorporating both top-down and bottom-up approaches, forms the foundation of our investment process. This enables us to access the relative value and total return potential, identify risks and seize opportunities that may impact a company’s performance.
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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.
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We are committed to responsible investing as part of our fiduciary obligation to help our clients achieve their long-term investment objectives. We provide additional information which can be found under “Responsible Investing” on www.cohenandsteers.com .
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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.
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Private Real Estate includes strategies that invest primarily in real property investments.
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Each strategy invests in a portfolio of common stocks and other securities issued by U.S. real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities. These strategies are managed by our dedicated U.S. real estate securities investment team and draw on the broad expertise of our real estate analysts and portfolio managers.
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CSUK, our United Kingdom (U.K.) subsidiary and CSAL, our Hong Kong (HK) subsidiary, are both registered as RIAs with the SEC. As such, in the U.S., CSCM, CSUK, and CSAL are subject to certain regulatory requirements, including governance, compliance, disclosure, reporting and fiduciary obligations.
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In addition, individual fund shareholders may also base their decision on the ability to access the funds we manage through a particular distribution channel. As interest in real assets continues to increase, we may face increased competition from other managers that are competing for the same client base that we target and serve.
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Our international affiliates are also overseen by regulatory authorities in their respective jurisdictions such as the Financial Conduct Authority (U.K.), the HK Securities and Futures Commission, the HK Securities and Futures Ordinance, Financial Services Agency of Japan and the Central Bank of Ireland.
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Financial intermediaries that offer our products to their clients may also offer competing products. Many of our competitors have greater brand name recognition and more extensive client bases than we do, which could be to our disadvantage.
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Additionally, our U.S. and international subsidiaries operate under explicit approvals and exemptions to provide certain services to certain clients, including in Luxembourg, Korea, Australia, and Canada, among other jurisdictions.
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In addition, our larger competitors have more resources and may have more capacity to expand their product offerings and distribution channels and capture market share through ongoing business relationships and extensive marketing efforts.
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These authorities, as well as state and federal authorities in the jurisdictions where we conduct business, generally have broad administrative powers, including the ability to limit or restrict our business activities if we fail to comply with applicable laws and regulations.
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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.
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The regulations cover a wide range of areas, including securities, compliance and governance, privacy and cybersecurity, disclosure, anti-bribery and anti-corruption, anti-money laundering as well as trade and other sanctions. These authorities may also subject these subsidiaries to minimum net capital levels and minimum standards for general financial condition and liquidity.
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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).
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Under certain circumstances, our ability to withdraw capital and/or receive dividends may be limited.
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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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The continual growth, full engagement, collaboration and mutual respect of all our employees reinforce Cohen & Steers’ position as a premier global investment manager. As of December 31, 2025, we had 424 full‑time employees, including 88 investment professionals across six global offices. Women represented 37% of our firmwide workforce, and people of color represented 33% of our U.S. workforce.
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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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Our talent processes are driven through four integrated Human Resources (HR) verticals that advance our talent strategy. 4 Talent Management & Organizational Strategy enables our people to maximize their potential and supports career development and continuous improvement. This comprehensive function drives talent acquisition, performance management, employee relations, succession planning, and diversity and inclusion.
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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).
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Talent Analytics & Insights plays a pivotal role in shaping our global talent strategy. By collecting, analyzing and interpreting workforce data, we provide senior leaders with actionable insights. By focusing on key talent metrics, identifying trends and delivering data‑driven guidance, we strengthen strategic decision‑making and enhance talent outcomes.
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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.
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Total Rewards & HR Operations drives our competitive compensation and benefits approach and administers global HR policy, continually adapting to changing talent needs while adhering to firm values. HR Engagement supports the Cohen & Steers culture by creating forums to foster community and inclusivity. This function includes our mentorship programs, employee resource groups, and new hire onboarding.
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CSAL and its employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and guidelines issued by the SFC.
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In their capacity as U.S. registered investment advisers, CSCM, CSUK and CSAL are subject to the rules and regulations of the Investment Advisers Act of 1940 (Advisers Act). The Advisers Act imposes numerous obligations on registered investment advisers, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities.
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In addition, our subsidiaries that serve as investment adviser or subadvisor to U.S. registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting and fiduciary obligations.
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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.
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CSJL supports the marketing, client service and business development activities of the Company and may serve as an intermediary for investment products managed by other affiliates.
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CSIL, our Irish subsidiary, is an Undertakings for Collective Investment in Transferable Securities (UCITS) management company regulated by the CBI with permission to provide individual portfolio management and investment advice in accordance with the European Communities (UCITS) Regulations, 2011, and as such provides substantive oversight of investment, marketing and client service activities.
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CSS is subject to the SEC’s Uniform Net Capital Rule 15c3-1, which specifies minimum net capital levels for registered broker-dealers and is designed to enforce minimum standards for the general financial condition and liquidity of broker-dealers. Under certain circumstances, this rule may limit our ability to withdraw capital and receive dividends from CSS.
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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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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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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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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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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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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.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
61 edited+9 added−11 removed128 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
61 edited+9 added−11 removed128 unchanged
2024 filing
2025 filing
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.
In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in and have resulted in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards and may limit or change and has influenced the Company’s current or prospective business.
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.
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. 16
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.
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 5 properties due to competition from shared office spaces (including co-working environments) or remote work arrangements.
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.
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.
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.
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.
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.
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 7 discontinue recommendations of such strategies, any of which would reduce our assets under management, investment advisory fees and net income.
Steers and our Board Chairman, Martin Cohen, and certain trust entities controlled by certain of their respective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances.
Steers and our current Board Chairman, Martin Cohen, and certain trust entities controlled by certain of their respective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances.
The failure or inability of the Company to establish backup for key services or the failure of any key vendor to fulfill its obligations for any reason, including those that may be beyond our or such vendor’s control, could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.
The failure or inability of the Company to establish backup for key services or the failure of any key vendor to fulfill its obligations for any reason, 13 including those that may be beyond our or such vendor’s control, could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.
The tax treatment of certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The tax treatment of our Company and certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
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.
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 6 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.
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.
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.
Loss of any of these third-party distribution channels, or changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
Loss of any of these 9 third-party distribution channels, or changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
Events like these could threaten the safety and welfare of our workforce, cause the loss of client data or cause us to experience material adverse interruptions to our operations.
Events like these could threaten the safety and welfare of our workforce, cause the loss of client data or cause us to experience material adverse interruptions to our 12 operations.
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.
Such volatility has led and may continue to lead to the disruption of global supply chains, tariffs, labor shortages, sudden fluctuations in commodity prices and energy costs, greater political instability and the implementation of sanctions and heightened cybersecurity concerns, any or all of which may create severe long-term macroeconomic challenges, limit liquidity opportunities or lead to higher costs.
In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our Executive Chairman, Robert H.
In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our current Executive Chairman, Robert H.
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.
Significant fixed costs and other expenses have been incurred to support the development and launch of new strategies, investment vehicles and products (including exchange-traded funds and rights offerings), to expand the availability and marketability of our existing strategies and products, to grow our potential client base and to enhance our infrastructure, including additional office space, technology, operations and personnel.
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.
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, 2025, Robert H.
Income and real estate values may be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, global or regional events and disruptions that directly impact the real estate sector, the cost of compliance with applicable laws and regulations, sensitivity to certain economic factors such as interest rate changes and market volatility or economic recession, the availability and terms of financing, the creditworthiness of tenants, the volume and market terms of commercial real estate purchase and sale transactions, general and local economic conditions, the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions and other factors that are beyond our control.
Income and real estate values may be adversely affected by, among other things, unfavorable changes to tax laws and other laws and regulations applicable to real estate securities, global or regional events and disruptions that directly impact the real estate sector, the cost of compliance with applicable laws and regulations, sensitivity to certain economic factors such as uncertainty around the timing and extent of interest rate changes and market volatility or economic recession, the availability and terms of financing, the creditworthiness of tenants, the volume and market terms of commercial real estate purchase and sale transactions, general and local economic conditions, the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions and other factors that are beyond our control.
The effectiveness of our operations outside the U.S. may also depend in part on our ability to identify, establish, launch, adequately staff and properly license new or alternate foreign office locations, either opportunistically or in response to regional conditions.
The effectiveness of our operations outside the U.S. may also depend in part on our ability to identify, establish, launch, adequately staff and properly license new or alternate international office locations, either opportunistically or in response to regional conditions.
Our growth could be adversely affected if we are unable to manage the costs or realize the anticipated benefits associated with the expansion of our business. Our growth strategy includes the expansion of our business and diversification of our investment management business beyond our existing core products and services.
Our growth could be adversely affected if we are unable to manage the costs or realize the anticipated benefits associated with the expansion of our business. Our growth strategy includes the expansion of our business and diversification beyond our existing core products and services.
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.
During 2024 and 2025, the Federal Reserve Board reduced 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.
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.
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 $3.6 billion as of December 31, 2025.
The financial industry continues to be impacted by innovation, technological changes and changing customer preferences, including the deployment of new technologies based on artificial intelligence and machine-learning that are becoming increasingly competitive with and may disrupt more traditional business models.
The financial industry continues to be impacted by innovation, technological changes and changing customer preferences, including the deployment of new technologies based on AI and machine-learning that are becoming increasingly competitive with and may disrupt more traditional business models.
The use of artificial intelligence may lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or flaws.
The use of AI may lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or flaws.
In addition, our personnel, third-party intermediaries, service providers and key vendors could improperly utilize artificial intelligence technologies while carrying out their responsibilities, which could result in a disruption in the use of their systems or services.
In addition, our personnel, third-party intermediaries, service providers and key vendors could improperly utilize AI technologies while carrying out their responsibilities, which could result in a disruption in the use of their systems or services.
The upfront and ongoing costs of adequately supporting our growth and initiatives will have an effect on our operating margin and other financial results. Changes in market and economic conditions, including elevated interest rates, could reduce our assets under management and adversely impact our revenue and profitability.
The upfront and ongoing costs of adequately supporting our growth and initiatives will have an effect on our operating margin and other financial results. Changes in market and economic conditions could reduce our assets under management and adversely impact our revenue and profitability.
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.
In addition, national and international geopolitical risks and events, including the armed conflict between Russia and Ukraine and ongoing conflicts in the Middle East, tensions between the U.S. and China, deglobalization trends and changes in national industrial and trade policies and national elections in countries such as the U.S., Taiwan and India, and recent political and 10 military developments in Venezuela, have caused and may continue to cause volatility in the global financial markets and economy.
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.
If we do not effectively deploy AI technologies or anticipate and adapt to these changes, or if our competitors implement AI technology more quickly or efficiently, our competitive position may suffer, and these impacts would adversely affect our business and financial condition.
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.
Our use of these technologies may result in new or expanded risks and liabilities, including due to increasing governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, intellectual property, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data or the development of sophisticated cyberattacks, including deepfakes and social engineering, and reputational harm, as well as other factors that could adversely affect our business and financial condition.
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.
Steers, our current Executive Chairman, and a member of his family held approximately 23.4% 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 17.7% of our common stock.
Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, cyber incidents, negative publicity, the dissemination by current or former clients of unfavorable opinions about our services, changes in key members of an investment team or in our senior management and the imposition of legal or regulatory sanctions or penalties in connection with our business activities.
Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, errors or unintended consequences associated with our use of AI and machine learning technologies, cyber incidents, negative publicity, the dissemination by current or former clients of unfavorable opinions about our services, changes in key members of an investment team or in our senior management and the imposition of legal or regulatory sanctions or penalties in connection with our business activities.
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.
We use AI in our business, operations and investment processes for a variety of reasons, including with the objectives of increasing efficiency, enhancing alpha generation and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively, and these technologies have become more important in our operations over time.
Changes in market and global economic conditions, including elevated interest rates, volatile equity markets, slowing growth and rising inflation as well as client and governmental policy responses thereto, as well as geopolitical risks such as regional armed conflicts, could adversely affect the value of our assets under management, which would reduce the fees we earn and our revenue.
Changes in market and global economic conditions, including elevated interest rates, volatile equity markets, rapid and unpredictable changes in technology, slowing growth and rising inflation as well as client and governmental policy responses thereto, and geopolitical risks such as regional armed conflicts, trade policy unpredictability, shifting foreign policy positions and alliances and government shutdowns, could adversely affect the value of our assets under management, which would reduce the fees we earn and our revenue.
Our 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.
Our current Executive Chairman and our Board Chairman, together with certain of their respective family members, held 11,958,912 shares and 9,016,077 shares, respectively, of our common stock as of December 31, 2025. 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.
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.
A significant portion of our revenue for 2025 was derived from a single institutional client. As of December 31, 2025, 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 4.5% of total revenue and approximately 8.7% of our total assets under management for 2025.
We are party to a credit agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on January 20, 2026.
We are party to a credit agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on August 15, 2029.
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.
The nature of these threats and the techniques used by cyber criminals are constantly evolving, can originate from a wide variety of sources and are becoming increasingly sophisticated, including the use of artificial intelligence (AI) by threat actors to develop cyberattacks and the use of “ransomware”, social engineering and phishing attacks, and may not be recognized until launched.
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.
Further, advances in technology, including through AI 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.
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.
As of December 31, 2025, approximately 63.8% of the assets we managed was concentrated in real estate securities strategies, including approximately 25.9% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc.
As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income.
As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income. Regulations restricting the use of commission credits to pay for research may increase our operating expenses.
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.
As of December 31, 2025, approximately 20.0% of our total assets under management was concentrated in preferred securities strategies, including approximately 8.0% in the Cohen & Steers Preferred Securities and Income Fund.
Our success is partially dependent on our ability to develop, launch, market and manage new investment strategies and products. From time to time, we support the launch of new investment strategies and products by making seed investments in those strategies and products, the amount of which may be significant.
From time to time, we support the launch of new investment strategies and products by making seed investments in those strategies and products, the amount of which may be significant.
In addition to the EU’s General Data Protection Regulation (GDPR), U.S. state data breach and privacy legislation, including the California Consumer Privacy Act and similar laws being adopted in various states, and Japan’s Personal Information Protection Law have come into effect requiring us to comply with stringent requirements, and we expect that there will be further regulation and legislation that will come into effect in the future that will require us to comprehensively review our systems and processes and may result in additional costs.
In addition to the EU’s General Data Protection Regulation (GDPR), U.S. state data breach and privacy legislation, including the California Consumer Privacy Act and similar laws being adopted in various states, and Japan’s Personal Information Protection Law have come into effect requiring us to comply with stringent requirements, and we expect that there will be further regulation and legislation that will come into effect in the future that will require us to comprehensively review our systems and processes and may result in additional costs. 15 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.
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.
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.
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).
Under 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), where our operating expenses then include payment for research and eligible services for these accounts, or use commission credits to pay for research subject to applicable SEC regulations, which would impact our operating expenses.
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.
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.
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.
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.
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.
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.
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 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.
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.
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. 14 Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
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.
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. 11 Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship, which could have an adverse impact on our revenue.
Our ability to increase our ownership, or maintain existing levels of ownership, in securities issued by REITs may also be constrained by REIT ownership limits, which limit the percentage ownership of a REIT’s outstanding capital stock, common stock and/or preferred stock.
Our ability to increase our ownership, or maintain existing levels of ownership, in securities issued by REITs may also be constrained by REIT ownership limits on a REIT’s capital stock, common stock and/or preferred stock. REIT charters generally grant a REIT the right to unilaterally reduce any ownership amount that it deems to be in violation of its ownership limits.
Volatility or disruption in any such industries or geographies may cause a decline in the value of our preferred securities portfolios and negatively impact our investment returns, such as the stress and contagion fears arising out of the U.S. banking sector in 2023 upon the collapse and subsequent regulatory takeover of certain U.S. regional banks.
Volatility or disruption in any such industries or geographies may cause a decline in the value of our preferred securities portfolios and negatively impact our investment returns, such as the U.S. banking sector, utility sector and the broader financial industry.
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.
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.
Use of a remote work environment subjects us to heightened risk of cyberattacks, unauthorized access or other privacy or data security incidents, both directly as well as indirectly through third-party intermediaries, service providers and key vendors that have access or other connections to our systems.
Use of a remote work environment subjects us to heightened risk of cyberattacks, unauthorized access or other privacy or data security incidents, both directly as well as indirectly through third-party intermediaries, service providers and key vendors that have access or other connections to our systems. 8 Loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients, and subject us to litigation or liability under laws and agreements that protect confidential and personal data, resulting in increased costs and/or loss of revenues.
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.
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. Regulations restricting the use of commission credits to pay for research may continue to increase our operating expenses.
Our operating expenses have increased as we implement plans to continue to market and provide our services and distribute our products in the short and/or long term. In addition, regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.
In addition, regulations restricting the use of commission credits to pay for research may continue to increase, our operating expenses.
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.
Additionally, our business could be affected by regulatory and legal requirements through new rules and restrictions around technological advancements that could increase the cost of compliance when employing these technological changes. Broad regulatory obligations applicable to AI and machine-learning are uncertain and developing, which heightens the potential risk that such technologies may pose to us.
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.
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.
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. 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.
Our 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.
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.
Evolving market practices and regulatory changes in the various jurisdictions in which we operate may impact the amount of commission credits we generate or our ability to use commission credits to pay for eligible research and services which could increase our operating expenses and negatively impact net income.
Removed
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.
Added
Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital. Our success is partially dependent on our ability to develop, launch, market and manage new investment strategies and products.
Removed
Loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients, and subject us to litigation or liability under laws and agreements that protect confidential and personal data, resulting in increased costs and/or loss of revenues.
Added
In addition, the investment management industry is facing transformative pressures and trends from a variety of different sources including increased fee pressure; a continued shift away from actively managed equity and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; and increased regulatory activity and scrutiny of many aspects of the investment management industry.
Removed
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.
Added
Changes related to the development, adoption or implementation of AI technologies may be difficult to anticipate, may occur rapidly and may materially alter competitive dynamics, operating models and cost structures, which may materially reduce market share and levels of demand for products, services or offerings for companies in the sectors in which we invest.
Removed
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.
Added
Any such company or sector-level disruptions, dislocations, or volatility due to the introduction of AI tools and technologies may negatively affect our investment performance.
Removed
Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship, which could have an adverse impact on our revenue.
Added
In January 2026, the United States undertook military and law-enforcement actions in Venezuela in connection with criminal proceedings against senior Venezuelan officials, including Venezuelan President Nicolás Maduro, and publicly indicated its intent to support a political transition.
Removed
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.
Added
The resulting geopolitical uncertainty, including the risk of further conflict, civil unrest, sanctions changes and disruption to regional energy and capital markets, may increase volatility in global financial markets and adversely affect economic conditions relevant to our investments.
Removed
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.
Added
Third-party financial intermediaries, advisors or consultants may remove our investment products from recommended lists due to poor performance or for other reasons.
Removed
Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
Added
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.
Removed
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.
Added
There has also been an increase in data and privacy regulations globally.
Removed
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.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
12 edited+5 added−1 removed10 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
12 edited+5 added−1 removed10 unchanged
2024 filing
2025 filing
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.
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 the Company and align our risk exposure with our strategic and business objectives.
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.
Members of our Cybersecurity Management team 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 assessments and vulnerability assessments.
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 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 17 third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
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
As of December 31, 2025, 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
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.
Our vendor risk management program may involve different assessments designed to help identify cybersecurity risks including: (i) risk assessments; (ii) security questionnaires; (iii) audits; (iv) vulnerability scans; (v) 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.
Members of our Cybersecurity Management, including our CISO and our CTO, are responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes and reviewing security assessments and other security-related reports. Our cybersecurity incident response plan is a key component of our cybersecurity program.
Members of our Cybersecurity Management team are responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes and reviewing security assessments and other security-related reports. Our cybersecurity incident response plan is a key component of our cybersecurity program.
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.
At least annually, the audit committee reviews the Company’s cybersecurity program, including the robustness and efficacy of the overall cybersecurity program, steps taken to enhance defenses and security measures and our established plans to identify, detect and respond to potential threats.
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 team, including our CISO and our CTO, are responsible for hiring appropriate personnel, integrating cybersecurity risk considerations into the overall risk management strategy and communicating key priorities to relevant personnel.
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.
The audit committee also annually reviews and discusses the ERM process and risk assessment, as well as the Company’s cyber insurance coverage. Additionally, the audit committee 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.
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.
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.
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.
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.
Risk 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.
Risk 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 team, including our: • Chief Information Security Officer (CISO): Leads the information security group and program within the IT department, bringing over 25 years of cybersecurity and financial services experience.
Removed
The audit committee also annually reviews and discusses the ERM process and risk assessment, as well as the Company’s cyber insurance coverage.
Added
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.
Added
Holds Certified Information Systems Auditor (CISA) and Certified in Risk and Information Systems Control (CRISC) credentials and is registered with FINRA for Series 99.
Added
The CISO has held similar leadership roles at other financial institutions. • Chief Technology Officer (CTO): Oversees the IT department, leveraging more than 29 years of experience in information technology, including senior leadership positions at other financial services organizations. • Head of IT Infrastructure: Manages the infrastructure and service desk functions within the IT department, with over 14 years of progressive experience in information technology roles.
Added
In the event a cybersecurity incident occurs, our incident response plan outlines roles and responsibilities and sets forth escalation points to ensure that appropriate individuals and groups across the Company are notified and provide relevant information depending on the type and severity of the incident.
Added
Based on the assessment of the potential impact to the Company, a determination regarding further escalation to the Company’s senior leadership, including the General Counsel and Chief Operating Officer and members of the Executive Committee will be made. The Company’s incident response team is responsible for overseeing the mitigation and remediation of cybersecurity incidents.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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2024 filing
2025 filing
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.
Issuer Purchases of Equity Securities During the three months ended December 31, 2025, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
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 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 17, 2026, there were 58 holders of record of our common stock.
Period 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.
Period 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, 2025 56 $ 67.04 — — November 1 through November 30, 2025 23,714 $ 65.49 — — December 1 through December 31, 2025 46 $ 62.54 — — Total 23,816 $ 65.49 — — _________________________ (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.
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.
On February 26, 2026, we declared a quarterly cash dividend on our common stock in the amount of $0.67 per share. This dividend will be payable on March 19, 2026 to stockholders of record at the close of business on March 9, 2026.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
54 edited+11 added−14 removed29 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
54 edited+11 added−14 removed29 unchanged
2024 filing
2025 filing
In accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740), a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
In accordance with Accounting Standards Codification ( Topic 740, Income Taxes (ASC 740), a tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
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.
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.
GAAP to As Adjusted Financial Results Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports, which are used in evaluating its business.
GAAP to As Adjusted Financial Results Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports that are used in evaluating its business.
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.
The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers. (2) © 2026 Morningstar, Inc. All Rights Reserved.
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.
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 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.
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.
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, 2025. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating.
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.
Current liabilities Current liabilities include 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.
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.
As of December 31, 2025, 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.
(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.
(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 2025 and 2024. For a comparison of our results for 2024 and 2023, see Item 7.
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.
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 as of December 31, 2025. For additional details, please refer to the tables on pages 24 - 27.
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.
Net Income Attributable to Common Stockholders and Diluted Earnings per Share Years Ended December 31, (in thousands, except per share data) 2025 2024 2023 Net income attributable to common stockholders, U.S.
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.
Liquid seed investments include securities held directly for the purpose of establishing performance track records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests and seed investments in funds that are not consolidated. Other current assets Other current assets primarily represent investment advisory and administration fees receivable.
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.
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, 2024, which was filed with the SEC on February 21, 2025, and is incorporated herein by reference .
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 open-end funds compared with average assets under management implied an annual effective fee rate of 67.4 bps and 66.0 bps for the years ended December 31, 2025 and 2024, 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.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 89.2 bps and 88.7 bps for the years ended December 31, 2025 and 2024, respectively.
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.
We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis as of December 31, 2025, no allowance for uncollectible accounts was required.
(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.
(2) Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain international subsidiaries. 32 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.
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.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.8 bps and 38.5 bps for the years ended December 31, 2025 and 2024, respectively.
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 our cash flows: Years Ended December 31, (in thousands) 2025 2024 2023 Cash Flow Data: Net cash provided by (used in) operating activities $ (120,444) $ 96,689 $ 171,961 Net cash provided by (used in) investing activities 8,356 (119,712) (114,776) Net cash provided by (used in) financing activities 73,837 18,167 (119,052) Net increase (decrease) in cash and cash equivalents (38,251) (4,856) (61,867) Effect of foreign exchange rate changes on cash and cash equivalents 1,693 (1,585) 2,756 Cash and cash equivalents, beginning of the period 183,162 189,603 248,714 Cash and cash equivalents, end of the period $ 146,604 $ 183,162 $ 189,603 In 2025, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $38.3 million when compared with 2024.
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
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 included in Part IV, Item 15 of this filing. 36
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.
The table below summarizes net liquid assets: (in thousands) December 31, 2025 December 31, 2024 Cash and cash equivalents $ 145,452 $ 182,974 U.S.
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.
GAAP $ 26,894 $ 36,664 $ 15,774 Seed investments—net (1) (12,630) (19,323) (6,863) Foreign currency exchange (gains) losses—net (2) 3,456 (1,059) 2,371 Non-operating income (loss), as adjusted $ 17,720 $ 16,282 $ 11,282 _________________________ (1) Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
Cash flows Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
The timing for funding the remaining portion of our commitments is uncertain. Cash flows Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
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.
Our obligations primarily reflect information technology equipment, software licenses and standard service contracts for market data. Investment commitments 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.
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. 29 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, 2025 2024 U.S. federal statutory tax rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.0 2.7 Nontaxable or nondeductible items: Nondeductible executive compensation 1.9 1.2 Excess tax benefits related to the vesting and delivery of restricted stock units (1.6) (0.2) Changes in unrecognized tax benefits (0.4) (0.4) Valuation allowance (0.3) (0.7) Foreign tax effects (0.2) — * Effect of cross-border tax laws 0.1 — * Effect of changes in tax laws or rates — * — * Other 0.1 % — * Effective income tax rate 23.6 % 23.6 % _________________________ * Percentage rounds to less than 0.1% 30 Reconciliations of 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.
Treasury securities 109,480 109,086 Liquid seed investments—net 148,315 68,858 Other current assets 78,874 75,959 Current liabilities (115,115) (105,396) Net liquid assets $ 367,006 $ 331,481 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.
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.
Assets under management as of December 31, 2025 increased 5.5% to $90.5 billion from $85.8 billion as of December 31, 2024. The increase was due to net inflows of $1.5 billion and market appreciation of $6.1 billion, partially offset by distributions of $2.9 billion.
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.
GAAP 32.0 % 33.4 % 33.6 % Operating margin, as adjusted 35.2 % 35.4 % 36.2 % _________________________ (1) Represents the impact of consolidated funds and expenses incurred on behalf of certain Company-sponsored funds. (2) Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
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.
GAAP Revenue $ 556,116 $ 517,417 $ 489,637 Expenses $ 378,380 $ 344,540 $ 325,160 Operating income $ 177,736 $ 172,877 $ 164,477 Net income attributable to common stockholders $ 153,217 $ 151,265 $ 129,049 Diluted earnings per share $ 2.97 $ 2.97 $ 2.60 Operating margin 32.0 % 33.4 % 33.6 % As Adjusted (1) Net income attributable to common stockholders $ 159,115 $ 149,286 $ 140,511 Diluted earnings per share $ 3.09 $ 2.93 $ 2.84 Operating margin 35.2 % 35.4 % 36.2 % _________________________ (1) Refer to pages 31-32 for reconciliations of U.S.
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.
Open-end funds Assets under management in open-end funds as of December 31, 2025 increased 6.0% to $43.4 billion from $41.0 billion as of December 31, 2024.
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.
Real Estate Assets under management, beginning of period $ 42,930 $ 38,550 $ 35,108 Inflows 9,059 10,097 7,077 Outflows (8,354) (7,031) (6,521) Net inflows (outflows) 705 3,066 556 Market appreciation (depreciation) 1,539 2,765 4,495 Distributions (1,629) (1,454) (1,679) Transfers (42) 3 70 Total increase (decrease) 573 4,380 3,442 Assets under management, end of period $ 43,503 $ 42,930 $ 38,550 Average assets under management $ 43,567 $ 40,607 $ 36,034 Preferred Securities Assets under management, beginning of period $ 18,330 $ 18,164 $ 19,767 Inflows 3,427 4,103 4,997 Outflows (4,187) (4,768) (6,890) Net inflows (outflows) (760) (665) (1,893) Market appreciation (depreciation) 1,223 1,552 1,029 Distributions (722) (717) (739) Transfers 10 (4) — Total increase (decrease) (249) 166 (1,603) Assets under management, end of period $ 18,081 $ 18,330 $ 18,164 Average assets under management $ 18,166 $ 18,458 $ 18,439 Global/International Real Estate Assets under management, beginning of period $ 13,058 $ 15,789 $ 14,782 Inflows 1,910 2,104 1,529 Outflows (2,068) (4,772) (1,975) Net inflows (outflows) (158) (2,668) (446) Market appreciation (depreciation) 1,456 43 1,616 Distributions (115) (107) (93) Transfers 32 1 (70) Total increase (decrease) 1,215 (2,731) 1,007 Assets under management, end of period $ 14,273 $ 13,058 $ 15,789 Average assets under management $ 13,798 $ 13,651 $ 14,899 26 Assets Under Management By Investment Strategy - continued (in millions) Years Ended December 31, 2025 2024 2023 Global Listed Infrastructure Assets under management, beginning of period $ 8,793 $ 8,356 $ 8,596 Inflows 2,733 640 487 Outflows (1,137) (870) (725) Net inflows (outflows) 1,596 (230) (238) Market appreciation (depreciation) 1,364 900 204 Distributions (267) (233) (206) Transfers (30) — — Total increase (decrease) 2,663 437 (240) Assets under management, end of period $ 11,456 $ 8,793 $ 8,356 Average assets under management $ 10,069 $ 8,717 $ 8,291 Other Assets under management, beginning of period $ 2,703 $ 2,277 $ 2,172 Inflows 1,071 1,004 849 Outflows (923) (678) (819) Net inflows (outflows) 148 326 30 Market appreciation (depreciation) 481 160 130 Distributions (131) (60) (55) Transfers 30 — — Total increase (decrease) 528 426 105 Assets under management, end of period $ 3,231 $ 2,703 $ 2,277 Average assets under management $ 3,041 $ 2,434 $ 2,228 Total Assets under management, beginning of period $ 85,814 $ 83,136 $ 80,425 Inflows 18,200 17,948 14,939 Outflows (16,669) (18,119) (16,930) Net inflows (outflows) 1,531 (171) (1,991) Market appreciation (depreciation) 6,063 5,420 7,474 Distributions (2,864) (2,571) (2,772) Total increase (decrease) 4,730 2,678 2,711 Assets under management, end of period $ 90,544 $ 85,814 $ 83,136 Average assets under management $ 88,641 $ 83,867 $ 79,891 27 Summary of Operating Results (in thousands, except percentages and per share data) Years Ended December 31, 2025 2024 2023 U.S.
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.
Non-operating Income (Loss) (in thousands) Year Ended December 31, 2025 Consolidated Funds (1) Corporate - Seed and Other Total Interest and dividend income $ 4,321 $ 17,688 $ 22,009 Gain (loss) from investments—net 7,277 1,435 8,712 Foreign currency gain (loss)—net (253) (3,574) (3,827) Total non-operating income (loss) 11,345 15,549 26,894 Net (income) loss attributable to noncontrolling interests (4,181) — (4,181) Non-operating income (loss) attributable to the Company $ 7,164 $ 15,549 $ 22,713 (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 _________________________ (1) Represents seed investments in funds that we are required to consolidate under 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.
GAAP $ 153,217 $ 151,265 $ 129,049 Seed investments—net (1) (6,391) (6,245) 2,252 Accelerated vesting of restricted stock units 3,269 7,134 1,318 Lease transition and other costs - 280 Park Avenue (2) — 807 9,721 Fund launch and rights offering costs 11,464 — — Other non-recurring expenses (3) 616 1,196 — Foreign currency exchange (gains) losses—net (4) 3,456 (1,059) 2,371 Tax effects of adjustments above (2,851) (2,020) (3,085) Tax effects of discrete tax items (5) (3,665) (1,792) (1,115) Net income attributable to common stockholders, as adjusted $ 159,115 $ 149,286 $ 140,511 Diluted weighted average shares outstanding 51,526 50,938 49,553 Diluted earnings per share, 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.
GAAP $ 177,736 $ 172,877 $ 164,477 Fund related amounts (1) 2,058 1,551 1,555 Accelerated vesting of restricted stock units 3,269 7,134 1,318 Lease transition and other costs - 280 Park Avenue (2) — 807 9,721 Fund launch and rights offering costs 11,464 — — Other non-recurring expenses (3) 616 1,196 — Operating income, as adjusted $ 195,143 $ 183,565 $ 177,071 Operating margin, 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.
GAAP $ 378,380 344,540 325,160 Fund related amounts (1) (4,333) (698) (2,021) Accelerated vesting of restricted stock units (3,269) (7,134) (1,318) Lease transition and other costs - 280 Park Avenue (2) — (807) (9,721) Fund launch and rights offering costs (11,464) — — Other non-recurring expenses (3) (616) (1,196) — Expenses, as adjusted $ 358,698 $ 334,705 $ 312,100 Operating income, U.S.
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.
Net cash provided by financing activities was $73.8 million, including net contributions from noncontrolling interests of $228.7 million, partially offset by dividends paid to stockholders of $126.9 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $28.4 million.
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.
GAAP $ 2.97 $ 2.97 $ 2.60 Seed investments—net (1) (0.12) (0.12) 0.05 Accelerated vesting of restricted stock units 0.06 0.14 0.03 Lease transition and other costs - 280 Park Avenue (2) — 0.02 0.20 Fund launch and rights offering costs 0.22 — — Other non-recurring expenses (3) 0.01 0.02 — Foreign currency exchange (gains) losses—net (4) 0.07 (0.02) 0.05 Tax effects of adjustments above (0.05) (0.04) (0.06) Tax effects of discrete tax items (5) (0.07) (0.04) (0.03) Diluted earnings per share, as adjusted $ 3.09 $ 2.93 $ 2.84 _________________________ * Amounts round to less than $0.01 per share.
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.
Excluding performance fees of $1.7 million and $1.4 million, the implied annual effective fee rate would have been 38.3 bps and 38.1 bps for the years ended December 31, 2025 and 2024, respectively.
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.
Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities was $120.4 million, which included net purchases of investments by consolidated funds of $319.1 million. Net cash provided by investing activities was $8.4 million.
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.
We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.
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.
Distribution and service fees expense increased from the year ended December 31, 2024, primarily due to $9.9 million of expenses related to the UTF rights offering and higher average assets under management in U.S. open-end funds.
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.
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Revenue (in thousands) Years Ended December 31, 2025 2024 $ Change % Change Investment advisory and administration fees Open-end funds $ 288,898 $ 258,010 $ 30,888 12.0 % Institutional accounts 132,708 129,072 $ 3,636 2.8 % Closed-end funds 103,228 99,977 $ 3,251 3.3 % Total 524,834 487,059 $ 37,775 7.8 % Distribution and service fees 29,338 28,142 $ 1,196 4.2 % Other 1,944 2,216 $ (272) (12.3) % Total revenue $ 556,116 $ 517,417 $ 38,699 7.5 % Investment advisory and administration revenue increased from the year ended December 31, 2024, primarily due to higher average assets under management.
The 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.
(UTF) rights offering, including leverage; • Market appreciation of $775 million including $383 million from global listed infrastructure and $227 million from preferred securities; and • Distributions of $638 million including $227 million from U.S. real estate and $199 million from preferred securities. 23 Assets Under Management By Investment Vehicle (in millions) Years Ended December 31, 2025 2024 2023 Open-end Funds Assets under management, beginning of period $ 40,962 $ 37,032 $ 36,903 Inflows 13,226 14,239 11,937 Outflows (11,575) (11,435) (13,614) Net inflows (outflows) 1,651 2,804 (1,677) Market appreciation (depreciation) 2,443 2,388 3,231 Distributions (1,559) (1,262) (1,265) Transfers (60) — (160) Total increase (decrease) 2,475 3,930 129 Assets under management, end of period $ 43,437 $ 40,962 $ 37,032 Average assets under management $ 42,847 $ 39,090 $ 36,159 Institutional Accounts Assets under management, beginning of period $ 33,563 $ 35,028 $ 32,373 Inflows 4,353 3,696 2,985 Outflows (5,094) (6,684) (3,225) Net inflows (outflows) (741) (2,988) (240) Market appreciation (depreciation) 2,845 2,216 3,626 Distributions (667) (693) (891) Transfers 60 — 160 Total increase (decrease) 1,497 (1,465) 2,655 Assets under management, end of period $ 35,060 $ 33,563 $ 35,028 Average assets under management $ 34,216 $ 33,499 $ 32,878 Closed-end Funds Assets under management, beginning of period $ 11,289 $ 11,076 $ 11,149 Inflows 621 13 17 Outflows — — (91) Net inflows (outflows) 621 13 (74) Market appreciation (depreciation) 775 816 617 Distributions (638) (616) (616) Total increase (decrease) 758 213 (73) Assets under management, end of period $ 12,047 $ 11,289 $ 11,076 Average assets under management $ 11,578 $ 11,278 $ 10,854 Total Assets under management, beginning of period $ 85,814 $ 83,136 $ 80,425 Inflows 18,200 17,948 14,939 Outflows (16,669) (18,119) (16,930) Net inflows (outflows) 1,531 (171) (1,991) Market appreciation (depreciation) 6,063 5,420 7,474 Distributions (2,864) (2,571) (2,772) Total increase (decrease) 4,730 2,678 2,711 Assets under management, end of period $ 90,544 $ 85,814 $ 83,136 Average assets under management $ 88,641 $ 83,867 $ 79,891 24 Assets Under Management - Institutional Accounts By Account Type (in millions) Years Ended December 31, 2025 2024 2023 Advisory Assets under management, beginning of period $ 19,272 $ 20,264 $ 18,631 Inflows 2,603 2,187 1,407 Outflows (2,927) (4,401) (1,860) Net inflows (outflows) (324) (2,214) (453) Market appreciation (depreciation) 1,811 1,222 1,926 Transfers 84 — 160 Total increase (decrease) 1,571 (992) 1,633 Assets under management, end of period $ 20,843 $ 19,272 $ 20,264 Average assets under management $ 19,996 $ 18,998 $ 18,798 Subadvisory Assets under management, beginning of period $ 14,291 $ 14,764 $ 13,742 Inflows 1,750 1,509 1,578 Outflows (2,167) (2,283) (1,365) Net inflows (outflows) (417) (774) 213 Market appreciation (depreciation) 1,034 994 1,700 Distributions (667) (693) (891) Transfers (24) — — Total increase (decrease) (74) (473) 1,022 Assets under management, end of period $ 14,217 $ 14,291 $ 14,764 Average assets under management $ 14,220 $ 14,501 $ 14,080 Total Institutional Accounts Assets under management, beginning of period $ 33,563 $ 35,028 $ 32,373 Inflows 4,353 3,696 2,985 Outflows (5,094) (6,684) (3,225) Net inflows (outflows) (741) (2,988) (240) Market appreciation (depreciation) 2,845 2,216 3,626 Distributions (667) (693) (891) Transfers 60 — 160 Total increase (decrease) 1,497 (1,465) 2,655 Assets under management, end of period $ 35,060 $ 33,563 $ 35,028 Average assets under management $ 34,216 $ 33,499 $ 32,878 25 Assets Under Management By Investment Strategy (in millions) Years Ended December 31, 2025 2024 2023 U.S.
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.
On February 26, 2025, we declared a quarterly dividend on our common stock in the amount of $0.67 per share.
The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations.
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. 35 The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations.
GAAP $ 517,417 $ 489,637 $ 566,906 Consolidated funds 853 (466) 790 Revenue, as adjusted $ 518,270 $ 489,171 $ 567,696 Expenses, U.S.
GAAP $ 556,116 $ 517,417 $ 489,637 Fund related amounts (1) (2,275) 853 (466) Revenue, as adjusted $ 553,841 $ 518,270 $ 489,171 Expenses, U.S.
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.
The change was primarily due to: • Net inflows of $1.7 billion including $1.2 billion into U.S. real estate, $354 million into real assets multi-strategy (included in "Other") and $333 million into global listed infrastructure, partially offset by net outflows of $582 million from preferred securities; • Market appreciation of $2.4 billion including $862 million from U.S. real estate, $814 million from preferred securities and $295 million from global/international real estate; and • Distributions of $1.6 billion including $765 million from U.S. real estate and $524 million from preferred securities, of which $1.1 billion was reinvested and included in net flows.
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.
In order to provide us with additional financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029. 33 We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $74.3 million remained unfunded as of December 31, 2025.
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.
Distribution and service fees increased from the year ended December 31, 2024, primarily due to higher average assets under management in U.S. open-end funds, partially offset by a shift into lower fee paying share classes. 28 Expenses (in thousands) Years Ended December 31, 2025 2024 $ Change % Change Employee compensation and benefits $ 224,466 $ 217,980 $ 6,486 3.0 % Distribution and service fees 72,894 57,137 $ 15,757 27.6 % General and administrative 71,234 60,135 $ 11,099 18.5 % Depreciation and amortization 9,786 9,288 $ 498 5.4 % Total expenses $ 378,380 $ 344,540 $ 33,840 9.8 % Employee compensation and benefits increased from the year ended December 31, 2024, primarily due to higher incentive compensation of $8.7 million and an increase in salaries of $2.2 million, partially offset by lower amortization of restricted stock units of $6.3 million.
(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.
(3) Represents reimbursement of filing fees paid by certain members of senior leadership for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024. (4) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain international subsidiaries.
(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.
(1) Represents the impact of consolidated funds and the net effect of corporate seed investment performance. (2) Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
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.
The change was primarily due to: Advisory accounts: • Net outflows of $324 million including $316 million from real assets multi-strategy (included in "Other"); and • Market appreciation of $1.8 billion including $702 million from global/international real estate, $522 million from global listed infrastructure and $310 million from U.S. real estate.
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.
Contractual Obligations, Commitments and Contingencies The following table summarizes our contractual obligations as of December 31, 2025: (in thousands) 2026 2027 2028 2029 2030 Thereafter Total Operating leases $ 15,390 $ 15,604 $ 15,334 $ 15,147 $ 15,110 $ 123,665 $ 200,250 Purchase obligations (1) 7,461 3,247 2,070 1,296 1,327 1,937 17,338 Total $ 22,851 $ 18,851 $ 17,404 $ 16,443 $ 16,437 $ 125,602 $ 217,588 _________________________ (1) Represents contracts that are either noncancellable or cancellable with a penalty.
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.
(3) Represents reimbursement of filing fees paid by certain members of senior leadership for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024. Non-operating Income (Loss) Years Ended December 31, (in thousands) 2025 2024 2023 Non-operating income (loss), U.S.
Removed
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.
Added
Item 1 Business Overview for an overview of our business. Macroeconomic Environment Global economic conditions remained volatile throughout 2025, with heightened uncertainty persisting into the fourth quarter. Fiscal policy shifts, evolving monetary strategies, and ongoing trade tensions continued to shape the macroeconomic landscape.
Removed
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.
Added
Key developments included the passage of new U.S. tax legislation, the Federal Reserve’s initiation of an interest rate cutting cycle, historically large revisions to economic data, and the longest U.S. government shutdown on record. These factors, combined with diverging policy responses across major economies, influenced investor sentiment and drove significant asset flows across regions and sectors.
Removed
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.
Added
Central banks remained focused on balancing inflation risks against mounting evidence of slowing growth, while elevated trade and policy uncertainty added further complexity to the operating environment. Despite these challenges, we maintained our disciplined approach, leveraging our portfolio management expertise and robust risk management framework.
Removed
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.
Added
Our continued emphasis on prudent cost control and operational efficiency has positioned us to navigate this complex environment and adapt to evolving market conditions. 21 Investment Performance as of December 31, 2025 _________________________ (1) Past performance is no guarantee of future results.
Removed
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.
Added
Institutional accounts Assets under management in institutional accounts as of December 31, 2025 increased 4.5% to $35.1 billion from $33.6 billion as of December 31, 2024.
Removed
(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.
Added
Subadvisory accounts: • Net outflows of $417 million including $776 million from U.S. real estate and $308 million from global/international real estate, partially offset by net inflows of $709 million into global listed infrastructure; • Market appreciation of $1.0 billion including $458 million from global/international real estate, $286 million from global listed infrastructure and $269 million from U.S. real estate; and • Distributions of $667 million including $638 million from U.S. real estate.
Removed
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.
Added
Closed-end funds Assets under management in closed-end funds as of December 31, 2025 increased 6.7% to $12.0 billion from $11.3 billion as of December 31, 2024. The change was primarily due to: • Net inflows of $621 million including $513 million attributable to the Cohen & Steers Infrastructure Fund, Inc.
Removed
We intend to use the net proceeds for general corporate purposes, including seeding track record strategies and investment vehicles. The offering was completed on April 22, 2024 after the issuance of the shares.
Added
General and administrative expenses increased from the year ended December 31, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds totaling $3.5 million, increased talent acquisition costs of $2.0 million, and fund organization cost related to the UTF rights offering of $1.5 million.
Removed
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.
Added
Operating Margin Operating margin for the year ended December 31, 2025 decreased to 32.0% from 33.4% for the year ended December 31, 2024. Operating margin represents the ratio of operating income to revenue.
Removed
Treasury securities held for corporate purposes of $48.1 million.
Added
(5) Includes excess tax benefits related to the vesting and delivery of restricted stock units and unrecognized tax benefit adjustments. 31 Revenue, Expenses, Operating Income and Operating Margin Years Ended December 31, (in thousands, except percentages) 2025 2024 2023 Revenue, U.S.
Removed
Our obligations primarily reflect information technology equipment, software licenses and standard service contracts for market data. (2) Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017.
Added
This dividend will be payable o n March 19, 2026 to stockholders of record at the close of business on March 9, 2026 . 34 Net Capital Requirements Several of our subsidiaries are subject to minimum net capital requirements by local laws and regulations.
Removed
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.
Removed
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.
Removed
See Note 15, Income Taxes , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing. Net Capital Requirements Several of our subsidiaries are subject to minimum net capital requirements by the local laws and regulations to which they are subject.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
4 edited+0 added−0 removed2 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
4 edited+0 added−0 removed2 unchanged
2024 filing
2025 filing
Item 7A. Quantitative and Qualitative Disclosures About Market Risk In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates, securities markets and other general economic conditions including inflation, which may have an adverse impact on the value of our assets under management and our seed investments.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk In the normal course of our business, we are exposed to risk as a result of changes in securities markets, interest and currency rates and other general economic conditions including inflation, which may have an adverse impact on the value of our assets under management and our seed investments.
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.
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. Illiquid seed investments typically have contractual restrictions on redemption. Our seed investments are subject to market risk.
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
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, 2025 (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 $ 148,315 $ (92,451) $ 55,864 $ 61,450 $ 50,278 Illiquid seed investments—net $ 107,145 $ — $ 107,145 $ 117,860 $ 96,431 37
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.
We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk.