COHEN & STEERS, INC.
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
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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.
Sep 30, 2025 · Filed Oct 31, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- 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.
- 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.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Improvement to the Accounting for and Disclosure of Software Costs. The ASU provides targeted amendments to modernize the accounting framework for internal-use software development, including the removal of the traditional "development stage" model and the introduction of a more principles-based approach to capitalization. Under the new guidance, companies may begin capitalizing internal-use software costs when: management with the relevant authority authorizes and commits to funding the software project and it is probable that the project will be completed, and the software will be used to perform its intended function. This new guidance will be effective on January 1, 2028. 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.
Recently Enacted Tax Legislation
On July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14”, which became effective during the third quarter of fiscal year 2025. The Company has determined the legislation did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.
- Revenue
The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Client domicile: | ||||
| North America | $124,180 | $115,989 | $360,104 | $328,936 |
| Japan | 7,594 | 8,151 | 22,996 | 23,472 |
| Europe, Middle East and Africa | 5,508 | 5,092 | 16,299 | 14,019 |
| Asia Pacific excluding Japan | 4,438 | 3,971 | 12,914 | 11,207 |
| Total | $141,720 | $133,203 | $412,313 | $377,634 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Investment vehicle: | ||||
| Open-end funds | $82,332 | $74,567 | $237,880 | $210,164 |
| Institutional accounts | 33,210 | 32,956 | 98,231 | 93,487 |
| Closed-end funds | 26,178 | 25,680 | 76,202 | 73,983 |
| Total | $141,720 | $133,203 | $412,313 | $377,634 |
- Investments
The following table summarizes the Company's investments:
| (in thousands) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Equity investments at fair value | $218,160 | $208,411 |
| Trading | 197,624 | 126,953 |
| Equity method | 9 | 13 |
| Total investments | $415,793 | $335,377 |
The Company evaluates its financial interests in seed investments to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity model. As part of this assessment, the Company determines whether it is the primary beneficiary of any identified VIEs by analyzing its economic interests in those entities. As of September 30, 2025 and December 31, 2024, the Company's investments in VIEs for which it is not the primary beneficiary totaled $0.3 million and $4.8 million, respectively. Receivables from these VIEs of $0.7 million and $0.6 million at September 30, 2025 and December 31, 2024, respectively, were recorded in accounts receivable on the Company's condensed consolidated statements of financial condition. Liabilities related to these VIEs were $0.5 million and $0.9 million at September 30, 2025 and December 31, 2024, respectively, and were recorded in other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition. The Company’s maximum exposure to loss related to these VIEs is limited to its investments and uncollected receivables.
The following table summarizes gain (loss) from investments—net:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Net realized gains (losses) during the period | $(17) | $(840) | $1,388 | $(3,213) |
| Net unrealized gains (losses) during the period on investmentsstill held at the end of the period | 709 | 19,815 | 9,572 | 21,154 |
| Gain (loss) from investments—net | $692 | $18,975 | $10,960 | $17,941 |
- 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:
| September 30, 2025 | |||||
|---|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total |
| Cash equivalents | $56,015 | $— | $— | $— | $56,015 |
| Equity investments at fair value: | |||||
| Equity securities | $87,055 | $81,117 | $— | $137 | $168,309 |
| Limited partnership interests | — | — | 45,141 | 4,710 | 49,851 |
| Total | 87,055 | 81,117 | 45,141 | 4,847 | 218,160 |
| Trading investments: | |||||
| Fixed income | — | 197,624 | — | — | 197,624 |
| Equity method investments | — | — | — | 9 | 9 |
| Total investments | $87,055 | $278,741 | $45,141 | $4,856 | $415,793 |
| Derivatives - assets: | |||||
| Total return swaps | $— | $83 | $— | $— | $83 |
| Forward contracts - foreign exchange | — | 250 | — | — | 250 |
| Total | $— | $333 | $— | $— | $333 |
| Derivatives - liabilities: | |||||
| Total return swaps | $— | $2,547 | $— | $— | $2,547 |
| Forward contracts - foreign exchange | — | 119 | — | — | 119 |
| Total | $— | $2,666 | $— | $— | $2,666 |
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total |
| Cash equivalents | $147,832 | $— | $— | $— | $147,832 |
| Equity investments at fair value: | |||||
| Equity securities | $102,744 | $71,534 | $— | $133 | $174,411 |
| Limited partnership interests | — | — | 32,552 | 1,448 | 34,000 |
| 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 represents the Company's seed investment in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), 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 38.9% and 49.4% at September 30, 2025 and December 31, 2024, respectively. The fair value of this seed investment was $81.1 million and $70.0 million at September 30, 2025 and December 31, 2024, respectively. The valuation is based on the monthly published net asset value (NAV), which is an observable transaction price, however, shares are not actively traded as subscriptions and redemptions are permitted to occur monthly. The unrealized gain on the seed investment in CNSREIT was $0.9 million and $3.0 million for the three and nine month periods ended September 30, 2025, respectively, and $0.4 million and $1.5 million for the three and nine month periods ended September 30, 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 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 primarily consist of limited partnership interests in private real estate funds. At September 30, 2025 and December 31, 2024, the Company did not have the ability to redeem its interests in certain of these investments and others may be redeemed subject to certain restrictions. 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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Balance at beginning of period | $39,247 | $19,997 | $32,552 | $13,202 |
| Purchases/contributions | 6,643 | 140 | 13,954 | 9,001 |
| Realized and unrealized gains (losses) | (749) | 150 | (1,365) | (1,916) |
| Balance at end of period | $45,141 | $20,287 | $45,141 | $20,287 |
The following tables summarize 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 September 30, 2025(in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | |
|---|---|---|---|---|---|
| Limited partnership interests | $39,437 | Discounted cash flow | Discount rate Terminal capitalization rate | 7.00% - 10.50%5.25% - 8.75% | 9.13%7.68% |
| $5,704 | Transaction price | n/a | |||
| Fair Value as of December 31, 2024(in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | |
|---|---|---|---|---|---|
| Limited partnership interests | $32,552 | Discounted cash flow | Discount rate Terminal capitalization rate | 7.00% - 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.
- Derivatives
The following tables summarize the notional amount and fair value of the Company's outstanding derivative financial instruments:
| As of September 30, 2025 | |||
|---|---|---|---|
| Fair Value (1) | |||
| (in thousands) | Notional Amount | Assets | Liabilities |
| Corporate derivatives: | |||
| Total return swaps | $70,231 | $83 | $2,547 |
| Forward contracts - foreign exchange | 13,763 | 250 | 1 |
| Total corporate derivatives | 83,994 | 333 | 2,548 |
| Derivatives held by consolidated funds: | |||
| Forward contracts - foreign exchange | 23,120 | — | 118 |
| Total | $107,114 | $333 | $2,666 |
| As of December 31, 2024 | |||
|---|---|---|---|
| Fair Value (1) | |||
| (in thousands) | Notional Amount | Assets | Liabilities |
| Corporate derivatives: | |||
| Total return swaps | $45,237 | $1,570 | $252 |
| Forward contracts - foreign exchange | 8,622 | 484 | — |
| Total corporate derivatives | $53,859 | $2,054 | $252 |
(1) The fair value of corporate and consolidated fund 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 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 total return swaps that 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.
Collateral pledged for corporate and consolidated fund forward and swap contracts totaled $2.3 million and $0.3 million at September 30, 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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Corporate derivatives: | ||||
| Total return swaps | $(2,441) | $(5,597) | $(6,124) | $(5,797) |
| Forward contracts - foreign exchange | 381 | (983) | (236) | (323) |
| Total corporate derivatives | (2,060) | (6,580) | (6,360) | (6,120) |
| Derivatives held by consolidated funds: | ||||
| Forward contracts - foreign exchange | (118) | — | (109) | — |
| Total (1) | $(2,178) | $(6,580) | $(6,469) | $(6,120) |
(1)Gains and losses on corporate 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.
- Earnings Per Share
The following table reconciles income and share data used in the basic and diluted earnings per share computations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 |
| Net income | $41,634 | $55,283 | $126,695 | $119,774 |
| Net (income) loss attributable to noncontrolling interests | 77 | (15,615) | (8,357) | (14,331) |
| Net income attributable to common stockholders | $41,711 | $39,668 | $118,338 | $105,443 |
| Basic weighted average shares outstanding | 51,205 | 50,778 | 51,143 | 50,257 |
| Dilutive potential shares from restricted stock units | 367 | 650 | 345 | 424 |
| Diluted weighted average shares outstanding | 51,572 | 51,428 | 51,488 | 50,681 |
| Basic earnings per share attributable to common stockholders | $0.81 | $0.78 | $2.31 | $2.10 |
| Diluted earnings per share attributable to common stockholders | $0.81 | $0.77 | $2.30 | $2.08 |
| Anti-dilutive common stock equivalents excluded from the calculation | 21 | — | 24 | 4 |
- 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 September 30, · Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | |||||||
| U.S. statutory tax rate | 21.0% | 21.0% | 21.0% | 21.0% | |||
| State and local income taxes, net of federal benefit | 2.8 | 2.5 | 2.9 | 2.8 | |||
| Non-deductible executive compensation | 0.8 | 1.2 | 1.7 | 1.2 | |||
| Unrecognized tax benefit adjustments | (0.5) | 0.3 | (0.5) | 0.3 | |||
| Valuation allowance | 0.1 | (1.4) | (0.1) | (0.7) | |||
| Excess tax benefits related to the vesting and delivery of restricted stock units | — | * | — | * | (2.1) | (0.2) | |
| Other | 0.8% | 0.1% | 0.2% | — | * | ||
| Effective income tax rate | 25.0% | 23.7% | 23.1% | 24.4% | |||
- Percentage rounds to less than 0.1%.
- 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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Investment advisory and administration fees | $98,027 | $90,118 | $283,171 | $255,375 |
| Distribution and service fees | 7,513 | 7,244 | 21,863 | 20,692 |
| Total | $105,540 | $97,362 | $305,034 | $276,067 |
Included in accounts receivable at September 30, 2025 and December 31, 2024 are receivables from Company-sponsored funds of $38.1 million and $37.1 million, respectively. Included in accounts payable at September 30, 2025 and December 31, 2024 are payables to Company-sponsored funds of $0.2 million and $1.1 million, respectively.
At September 30, 2025, amounts due from CNSREIT included $2.6 million in accounts receivable and $7.8 million in other assets. At December 31, 2024, amounts due from CNSREIT included $8.5 million in other assets. During the third quarter, the Company amended its agreement with CNSREIT to change the repayment terms and all amounts due from CNSREIT will now be reimbursed ratably over a 60-month period commencing at the earlier of December 31, 2026, or the month that CNSREIT's aggregate NAV is at least $750.0 million.
See discussion of commitments to Company-sponsored vehicles in Note 11.
- Credit Agreement
On August 15, 2025, the Company entered into an Amendment to its Credit Agreement with Bank of America, N.A. (the Amended Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029. The original facility was set to expire on January 20, 2026. Borrowings under the Amended 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 Amended Credit Agreement), a rate equal to Term SOFR (as defined in the Amended 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 Amended Credit Agreement), a rate equal to a Base Rate (as defined in the Amended Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The Company is also required to pay a commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the credit facility payable quarterly. In connection with the amendment to the Credit Agreement, the Company incurred debt issuance costs of $0.4 million which will be amortized on a straight-line basis over the life of the amended agreement.
Borrowings under the Amended Credit Agreement may be used for working capital and other general corporate purposes. The Amended 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 September 30, 2025, the Company was in compliance with these covenants.
- Commitments and Contingencies
From time to time, the Company may be 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 September 30, 2025, the Company had funded $116.1 million of the commitments. The timing for funding the remaining portion of our commitments is uncertain.
- 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.
- 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 items described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On October 16, 2025, the Company completed a rights offering for its closed-end fund, Cohen & Steers Infrastructure Fund, Inc. The offering raised approximately $353.2 million in proceeds, excluding leverage. The Company expects to incur additional costs of approximately $10.6 million in connection with the offering.
On October 30, 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 November 20, 2025 to stockholders of record at the close of business on November 10, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.