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COHEN & STEERS, INC.

For the period ended Mar 31, 2025. Filed May 2, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 2, 2025

CNS$75.07+2.6%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. Organization and Description of Business

Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Singapore Private Limited (CSSG) (collectively, the Company).

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

  1. Basis of Presentation and Significant Accounting Policies

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The Company's condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s significant accounting policies, which have been consistently applied, are summarized in its Form 10-K.

Recently Adopted Accounting Pronouncements—In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 (ASU), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This new guidance became effective on January 1, 2025. The Company's adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The standard clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of Topic 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. This new guidance became effective on January 1, 2025. The Company's adoption of this new standard did not have an impact on the Company's condensed consolidated financial statements and related disclosures.

New Accounting Pronouncements Not Yet Implemented—In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This new guidance will be effective on January 1, 2027 for annual reporting and January 1, 2028 for interim reporting. The Company is currently evaluating the impact that the adoption of this new standard will have on the Company's condensed consolidated financial statements and related disclosures.

  1. Revenue

The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:

Three Months Ended March 31,
(in thousands)20252024
Client domicile:
North America$117,280$106,888
Japan7,8077,788
Europe, Middle East and Africa5,1904,383
Asia Pacific excluding Japan4,1903,651
Total$134,467$122,710
Three Months Ended March 31,
(in thousands)20252024
Investment vehicle:
Open-end funds$77,354$68,152
Institutional accounts32,16730,352
Closed-end funds24,94624,206
Total$134,467$122,710
  1. Investments

The following table summarizes the Company's investments:

(in thousands)March 31,2025December 31, 2024
Equity investments at fair value$325,861$208,411
Trading146,982126,953
Equity method54013
Total investments$473,383$335,377

The following table summarizes gain (loss) from investments—net:

Three Months Ended March 31,
(in thousands)20252024
Net realized gains (losses) during the period$1,127$(2,226)
Net Net unrealized gains (losses) during the period on investmentsstill held at the end of the period2,4263,210
Gain (loss) from investments—net$3,553$984

The following table summarizes the statements of financial condition attributable to the Company's consolidated VIEs:

(in thousands)March 31, 2025December 31, 2024
Assets (1)
Investments$181,866$109,210
Due from brokers41260
Other assets373199
Total assets182,651109,469
Liabilities (1)
Due to brokers$230$170
Other liabilities and accrued expenses416333
Total liabilities646503
Net assets$182,005$108,966
Attributable to the Company$60,573$45,774
Attributable to noncontrolling interests121,43263,192
Net assets$182,005$108,966

(1) The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company.

  1. Fair Value

ASC Topic 820, Fair Value Measurement specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:

Level 1—Unadjusted quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.

Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.

These levels are not necessarily an indication of the risk or liquidity associated with the investments.

The following tables present fair value measurements:

March 31, 2025
(in thousands) · Level 1 · Level 2 · Level 3 · Investments Measured at NAV · Total
Cash equivalents$32,555$—$—$—$32,555
Equity investments at fair value:
Common stocks$198,364$—$—$—$198,364
Limited partnership interests—39,4511,58441,035
Preferred securities2,378———2,378
Non-Traded REIT—78,655——78,655
Other5,300——1295,429
Total$206,042$78,655$39,451$1,713$325,861
Trading investments:
Fixed income$—$146,982$—$—$146,982
Equity method investments$—$—$—$540$540
Total investments$206,042$225,637$39,451$2,253$473,383
Derivatives - assets:
Total return swaps$—$209$—$—$209
Forward contracts - foreign exchange (1)—195——195
Total$—$404$—$—$404
Derivatives - liabilities:
Total return swaps$—$1,455$—$—$1,455
Forward contracts - foreign exchange—181——181
Total$—$1,636$—$—$1,636

(1)Included forward contracts - foreign exchange held by consolidated funds.

December 31, 2024
(in thousands)Level 1Level 2Level 3Investments Measured at NAVTotal
Cash equivalents$147,832$—$—$—$147,832
Equity investments at fair value:
Common stocks$96,081$1,462$—$—$97,543
Limited partnership interests——32,5521,44834,000
Preferred securities1,50774——1,581
Non-Traded REIT—69,998——69,998
Other5,156——1335,289
Total$102,744$71,534$32,552$1,581$208,411
Trading investments:
Fixed income$—$126,953$—$—$126,953
Equity method investments$—$—$—$13$13
Total investments$102,744$198,487$32,552$1,594$335,377
Derivatives - assets:
Total return swaps$—$1,570$—$—$1,570
Forward contracts - foreign exchange—484——484
Total$—$2,054$—$—$2,054
Derivatives - liabilities:
Total return swaps$—$252$—$—$252
Total$—$252$—$—$252

Equity investments at fair value classified as Level 2 included common stocks, Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) and exchange-traded preferred securities, for which quoted prices in active markets are not available. The Company elected the fair value option for CNSREIT to align the measurement of the seed investment and the related gains and losses with other seed investments. The Company's ownership interest was 42.6% and 49.4% at March 31, 2025 and December 31, 2024, respectively. The fair value of this seed investment is based on the monthly published net asset value (NAV), which is an observable transaction price, however, shares are not actively traded as subscription and redemption activity happens monthly. The unrealized gain on the seed investment in CNSREIT was $0.5 million and $71,366 for the three months ended March 31, 2025 and 2024, respectively.

Equity investments at fair value classified as Level 3 were comprised of limited partnership interests in joint ventures that hold investments in private real estate.

Trading investments classified as Level 2 were comprised of U.S. Treasury securities, over-the-counter preferred securities and investment-grade corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.

Investments measured using NAV (or its equivalent) as a practical expedient include limited partnership interests in private real estate funds. At March 31, 2025 and December 31, 2024, the Company did not have the ability to redeem its interests in the majority of these investments. These investments have not been classified in the fair value hierarchy and are presented in the above tables to permit reconciliation of the fair value hierarchy to the amounts presented on the condensed consolidated statements of financial condition.

Total return swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.

Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.

The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:

Three Months Ended March 31,
(in thousands)20252024
Balance at beginning of period$32,55213,202
Purchases/contributions7,192489
Realized and unrealized gains (losses)(293)(795)
Balance at end of period$39,451$12,896

The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:

Fair Value as of March 31, 2025(in thousands)Valuation TechniqueUnobservable InputsRangeWeighted Average
Limited partnership interests$39,451Discounted cash flowDiscount rate Terminal capitalization rate7.00% - 11.75%5.25% - 10.00%9.40%7.91%
Fair Value as of December 31, 2024(in thousands)Valuation TechniqueUnobservable InputsRangeWeighted Average
Limited partnership interests$32,552Discounted cash flowDiscount rate Terminal capitalization rate7.00% - 10.50%5.25% - 8.75%8.82%7.39%

Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.

  1. Derivatives

The following tables summarize the notional amount and fair value of outstanding derivative financial instruments:

As of March 31, 2025
Fair Value (1)
(in thousands)Notional AmountAssetsLiabilities
Corporate derivatives:
Total return swaps$83,514$209$1,455
Forward contracts - foreign exchange14,092186181
Total corporate derivatives97,6063951,636
Derivatives held by consolidated funds:
Forward contracts - foreign exchange9,4289—
Total$107,034$404$1,636
As of December 31, 2024
Fair Value (1)
(in thousands)Notional AmountAssetsLiabilities
Corporate derivatives:
Total return swaps$45,237$1,570$252
Forward contracts - foreign exchange8,622484—
Total corporate derivatives$53,859$2,054$252

(1)The fair value of corporate derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition. The fair value of derivative financial instruments held by consolidated funds is recorded in investments on the Company's condensed consolidated statements of financial condition.

The Company's corporate derivatives included:

Total return swaps that are utilized to economically hedge a portion of the market risk of certain seed investments and are included in certain portfolios the Company maintains for the purpose of establishing a performance track record; and

Forward foreign exchange contracts that are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.

Derivatives held by consolidated funds are comprised of forward foreign exchange contracts that are utilized by certain of the consolidated funds to economically hedge currency exposure associated with certain of its non-U.S. dollar- denominated securities.

Collateral pledged for forward and swap contracts totaled $1.0 million and $0.3 million at March 31, 2025 and December 31, 2024, respectively. Collateral received for swap contracts was $1.3 million at December 31, 2024.

The following table summarizes net gains (losses) from derivative financial instruments:

Three Months Ended March 31,
(in thousands)20252024
Corporate derivatives:
Total return swaps$(1,929)$(152)
Forward contracts - foreign exchange(480)924
Total corporate derivatives(2,409)772
Derivatives held by consolidated funds:
Forward contracts - foreign exchange9—
Total (1)$(2,400)$772

(1)Gains and losses on total return swaps and derivatives held by consolidated funds are included in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. Gains and losses on corporate forward foreign exchange contracts are included in foreign currency gain (loss)—net in the Company's condensed consolidated statements of operations.

  1. Earnings Per Share

The following table reconciles income and share data used in the basic and diluted earnings per share computations:

Three Months Ended March 31,
(in thousands, except per share data)20252024
Net income$43,289$34,414
Net (income) loss attributable to noncontrolling interests(3,511)(410)
Net income attributable to common stockholders$39,778$34,004
Basic weighted average shares outstanding51,05849,569
Dilutive potential shares from restricted stock units360266
Diluted weighted average shares outstanding51,41849,835
Basic earnings per share attributable to common stockholders$0.78$0.69
Diluted earnings per share attributable to common stockholders$0.77$0.68
Anti-dilutive common stock equivalents excluded from the calculation1811
  1. Income Taxes

The provision for income taxes included U.S. federal, state, local and foreign taxes. A reconciliation of the Company’s statutory federal income tax rate to the effective income tax rate is summarized in the following table:

Three Months Ended March 31,
2025 · 2024
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit2.92.9
Non-deductible executive compensation2.90.9
Excess tax benefits related to the vesting and delivery of restricted stock units(6.6)(0.6)
Unrecognized tax benefit adjustments(0.4)—
Valuation allowance(0.3)(0.2)
Other—*0.3
Effective income tax rate19.5%24.3%

*Amounts round to less than 0.1%.

  1. Related Party Transactions

The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds and investment products for which certain employees are officers and/or directors.

The following table summarizes revenue earned from these affiliated funds:

Three Months Ended March 31,
(in thousands)20252024
Investment advisory and administration fees$91,892$82,960
Distribution and service fees7,1846,817
Total$99,076$89,777

Included in accounts receivable at March 31, 2025 and December 31, 2024 are receivables from Company-sponsored funds of $37.6 million and $37.1 million, respectively. Included in accounts payable at March 31, 2025 and December 31, 2024 are payables to Company-sponsored funds of $1.1 million for both periods.

Included in other assets at March 31, 2025 and December 31, 2024 is an advance to CNSREIT of $8.9 million and $8.5 million, respectively. CNSREIT will reimburse the Company ratably over a 60-month period commencing at the earlier of December 31, 2025, or the month that CNSREIT's NAV is at least $1.0 billion.

See discussion of commitments to Company-sponsored vehicles in Note 11.

  1. Credit Agreement

On January 20, 2023, the Company entered into a Credit Agreement with Bank of America, N.A. (the Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to, at the Company’s option, either, (i) in respect of Term Secured Overnight Financing Rate (SOFR) Loans (as defined in the Credit Agreement), a rate equal to Term SOFR (as defined in the Credit Agreement) in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans (as defined in the Credit Agreement), a rate equal to a Base Rate (as defined in the Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The

Company is also required to pay a quarterly commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the Credit Agreement.

Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes. The Credit Agreement contains affirmative, negative and financial covenants, which are customary for facilities of this type, including with respect to leverage and interest coverage, limitations on priority indebtedness, asset dispositions and fundamental corporate changes. As of March 31, 2025, the Company was in compliance with these covenants.

  1. Commitments and Contingencies

From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated results of operations, cash flows or financial position.

The Company has committed to invest up to a total of $175.0 million in certain of our investment vehicles. As of March 31, 2025, the Company had funded $108.7 million of the commitments. The timing for funding the remaining portion of our commitments is uncertain.

  1. Segment Information

The Company provides investment management and related services to various investment vehicles and client accounts. The Company uses a consolidated approach to assess performance and allocate resources and as such operates in a single reportable segment. The Company’s Executive Committee is the chief operating decision maker (CODM) and regularly receives financial information and management reports that are prepared on a consolidated basis. The CODM uses net income as reported on the condensed consolidated statement of operations, total assets as reported on the condensed consolidated statement of financial condition and other metrics to monitor performance against specific business objectives, review organic growth, evaluate performance against peers and benchmarks, manage expenses and allocate capital. The CODM receives expense information consistent with the financial information included on the Company’s condensed consolidated statement of operations.

  1. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the item described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.

On May 1, 2025, the Company declared a quarterly dividend on its common stock in the amount of $0.62 per share. This dividend will be payable on May 22, 2025 to stockholders of record at the close of business on May 12, 2025.

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