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________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             
Commission File Number: 001-32236 
 ________________
COHEN & STEERS, INC.
(Exact Name of Registrant as Specified in its Charter)
 ________________ 
Delaware 14-1904657
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1166 Avenue of the Americas, New York, NY 10036
(Address of Principal Executive Offices and Zip Code)
(212) 832-3232
(Registrant's Telephone Number, Including Area Code)
  ________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value CNS New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of April 30, 2025 was 50,979,157.




COHEN & STEERS, INC. AND SUBSIDIARIES
Form 10-Q
Index
    Page
Part I. Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II. Other Information *
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
* Items other than those listed above have been omitted because they are not applicable.




Forward-Looking Statements
This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which reflect management's current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024 (the Form 10-K), which is accessible on the Securities and Exchange Commission's website at www.sec.gov and on our website at www.cohenandsteers.com. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this report, the Form 10-K and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. We intend to use our website, www.cohenandsteers.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.




PART I—Financial Information

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands, except share data)
March 31,
2025
December 31,
2024
Assets:
Cash and cash equivalents $ 65,227  $ 182,974 
Investments ($181,866 and $109,210) (1)
473,383  335,377 
Accounts receivable 79,020  74,389 
Due from brokers ($412 and $60) (1)
3,874  1,474 
Property and equipment—net 67,529  68,604 
Operating lease right-of-use assets—net 98,368  99,200 
Goodwill and intangible assets—net 19,169  18,756 
Other assets ($373 and $199) (1)
28,295  31,592 
Total assets $ 834,865  $ 812,366 
Liabilities:
Accrued compensation and benefits $ 19,963  $ 71,049 
Distribution and service fees payable 8,194  8,485 
Operating lease liabilities 140,046  141,115 
Income tax payable 6,897  4,601 
Due to brokers ($230 and $170) (1)
4,232  2,111 
Other liabilities and accrued expenses ($416 and $333) (1)
14,181  10,102 
Total liabilities 193,513  237,463 
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interests 121,710  53,460 
Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 58,186,178 shares issued and 50,976,952 shares outstanding at March 31, 2025 and 57,492,567 shares issued and 50,574,641 shares outstanding at December 31, 2024
582  575 
Additional paid-in capital 955,669  943,281 
Accumulated deficit (121,933) (129,339)
Accumulated other comprehensive loss (7,923) (10,025)
Treasury stock, at cost, 7,209,226 and 6,917,926 shares at March 31, 2025 and December 31, 2024, respectively
(318,708) (292,781)
Total stockholders’ equity attributable to Cohen & Steers, Inc. 507,687  511,711 
Nonredeemable noncontrolling interests 11,955  9,732 
Total stockholders’ equity 519,642  521,443 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity $ 834,865  $ 812,366 
_________________________
(1)    Amounts in parentheses represent the aggregate balances at March 31, 2025 and December 31, 2024 attributable to variable interest entities (VIEs) consolidated by the Company.

See notes to condensed consolidated financial statements
1


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
  Three Months Ended
March 31,
  2025 2024
Revenue:
Investment advisory and administration fees $ 126,771  $ 115,345 
Distribution and service fees 7,184  6,817 
Other 512  548 
Total revenue 134,467  122,710 
Expenses:
Employee compensation and benefits 54,554  52,003 
Distribution and service fees 15,189  13,395 
General and administrative 17,169  14,793 
Depreciation and amortization 2,357  2,254 
Total expenses 89,269  82,445 
Operating income 45,198  40,265 
Non-operating income (loss):
Interest and dividend income 5,371  3,919 
Gain (loss) from investments—net 3,553  984 
Foreign currency gain (loss)—net (1,172) 134 
Total non-operating income (loss) 7,752  5,037 
Income before provision for income taxes 52,950  45,302 
Provision for income taxes 9,661  10,888 
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 
Earnings per share attributable to common stockholders:
Basic $ 0.78  $ 0.69 
Diluted $ 0.77  $ 0.68 
Weighted average shares outstanding:
Basic 51,058  49,569 
Diluted 51,418  49,835 









See notes to condensed consolidated financial statements
2


COHEN & STEERS, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Three Months Ended
March 31,
2025 2024
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 
Other comprehensive income (loss):
Foreign currency translation gain (loss) 2,102  (982)
Total comprehensive income attributable to common stockholders $ 41,880  $ 33,022 





























See notes to condensed consolidated financial statements
3


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands, except per share data)
Three Months Ended March 31, 2025
Common
Stock
Additional
Paid-In
Capital
Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Nonredeemable
Noncontrolling
Interests
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
January 1, 2025 $ 575  $ 943,281  $ (129,339) $ (10,025) $ (292,781) $ 9,732  $ 521,443  $ 53,460 
Dividends ($0.62 per share)
—  —  (32,372) —  —  —  (32,372) — 
Issuance of common stock 330  —  —  50  —  387  — 
Repurchase of common stock —  —  —  —  (25,977) —  (25,977) — 
Issuance of restricted stock units—net —  1,129  —  —  —  —  1,129  — 
Amortization of restricted stock units—net —  10,929  —  —  —  —  10,929  — 
Net income (loss) —  —  39,778  —  —  (38) 39,740  3,549 
Other comprehensive income (loss) —  —  —  2,102  —  —  2,102  — 
Net contributions (distributions) attributable to noncontrolling interests —  —  —  —  —  2,261  2,261  64,701 
March 31, 2025 $ 582  $ 955,669  $ (121,933) $ (7,923) $ (318,708) $ 11,955  $ 519,642  $ 121,710 
Three Months Ended March 31, 2024
Common
Stock
Additional
Paid-In
Capital
Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss)
Treasury
Stock
Nonredeemable
Noncontrolling
Interests
Total
Stockholders'
Equity
Redeemable
Noncontrolling
Interests
January 1, 2024 $ 558  $ 818,269  $ (158,186) $ (7,708) $ (271,705) $ 4,956  $ 386,184  $ 106,463 
Dividends ($0.59 per share)
—  —  (30,179) —  —  —  (30,179) — 
Issuance of common stock 414  —  —  —  —  420  — 
Repurchase of common stock —  —  —  —  (19,364) —  (19,364) — 
Issuance of restricted stock units—net —  1,270  —  —  —  —  1,270  — 
Amortization of restricted stock units—net —  12,543  —  —  —  —  12,543  — 
Net income (loss) —  —  34,004  —  —  26  34,030  384 
Other comprehensive income (loss) —  —  —  (982) —  —  (982) — 
Net contributions (distributions) attributable to noncontrolling interests —  —  —  —  —  —  —  (15,938)
March 31, 2024 $ 564  $ 832,496  $ (154,361) $ (8,690) $ (291,069) $ 4,982  $ 383,922  $ 90,909 

See notes to condensed consolidated financial statements
4


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
  Three Months Ended
March 31,
  2025 2024
Cash flows from operating activities:
Net income $ 43,289  $ 34,414 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense—net 11,379  12,998 
Depreciation and amortization 2,831  2,669 
Non-cash lease expense 1,225  2,074 
Amortization (accretion) of premium (discount) on U.S. Treasury securities 593  (422)
(Gain) loss from investments—net (3,553) (984)
Deferred income taxes 5,709  4,164 
Foreign currency (gain) loss 902  1,070 
Changes in operating assets and liabilities:
Accounts receivable (3,893) (7,510)
Due from brokers (2,960) (11,804)
Investments in consolidated funds (115,281) 11,046 
Other assets (2,704) (3,284)
Accrued compensation and benefits (51,086) (49,221)
Distribution and service fees payable (291) (2,423)
Operating lease liabilities (1,492) 826 
Due to brokers 2,574  16,917 
Income tax payable 2,053  5,504 
Other liabilities and accrued expenses 1,757  (11,171)
Net cash provided by (used in) operating activities (108,948) 4,863 
Cash flows from investing activities:
Purchases of investments (76,329) (93,560)
Proceeds from sales and maturities of investments 79,405  68,525 
Purchases of property and equipment (1,075) (4,326)
Net cash provided by (used in) investing activities 2,001  (29,361)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock purchase plan 329  357 
Repurchase of common stock for employee tax withholding (25,977) (19,364)
Dividends to stockholders (31,710) (29,301)
Net contributions (distributions) from noncontrolling interests 46,830  (15,938)
Other (15) (15)
Net cash provided by (used in) financing activities (10,543) (64,261)
Net increase (decrease) in cash and cash equivalents (117,490) (88,759)
Effect of foreign exchange rate changes on cash and cash equivalents 471  (708)
Cash and cash equivalents, beginning of the period 183,162  189,603 
Cash and cash equivalents, end of the period $ 66,143  $ 100,136 
See notes to condensed consolidated financial statements
5


COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(UNAUDITED)
 
Supplemental disclosures of cash flow information:
The following table provides a reconciliation of cash and cash equivalents reported within the condensed consolidated statements of financial condition to the cash and cash equivalents reported within the condensed consolidated statements of cash flows above:
As of March 31,
(in thousands) 2025 2024
Cash and cash equivalents
$ 65,227  $ 99,521 
Cash included in investments (1)
916  615 
Total cash and cash equivalents within condensed consolidated statements of cash flows
$ 66,143  $ 100,136 
________________________
(1)    Cash included in investments represents operating cash held in consolidated funds.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company issued dividend equivalents in the form of restricted stock units, net of forfeitures, in the amount of $0.7 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively.
During the first quarter of 2025, the Company's consolidated exchange-traded funds received non-cash in-kind subscriptions of $20.1 million.
6


COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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.

2. 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.

7



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
3. 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) 2025 2024
Client domicile:
North America $ 117,280  $ 106,888 
Japan 7,807  7,788 
Europe, Middle East and Africa 5,190  4,383 
Asia Pacific excluding Japan 4,190  3,651 
Total $ 134,467  $ 122,710 
Three Months Ended
March 31,
(in thousands) 2025 2024
Investment vehicle:
Open-end funds $ 77,354  $ 68,152 
Institutional accounts 32,167  30,352 
Closed-end funds 24,946  24,206 
Total $ 134,467  $ 122,710 


4. Investments

The following table summarizes the Company's investments:
(in thousands) March 31,
2025
December 31, 2024
Equity investments at fair value $ 325,861  $ 208,411 
Trading 146,982  126,953 
Equity method 540  13 
Total investments $ 473,383  $ 335,377 
The following table summarizes gain (loss) from investments—net:
  Three Months Ended
March 31,
(in thousands) 2025 2024
Net realized gains (losses) during the period $ 1,127  $ (2,226)
Net Net unrealized gains (losses) during the period on investments
still held at the end of the period
2,426  3,210 
Gain (loss) from investments—net $ 3,553  $ 984 
8



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
The following table summarizes the statements of financial condition attributable to the Company's consolidated VIEs:
(in thousands) March 31, 2025 December 31, 2024
Assets (1)
Investments $ 181,866  $ 109,210 
Due from brokers 412  60 
Other assets 373  199 
Total assets 182,651  109,469 
Liabilities (1)
Due to brokers $ 230  $ 170 
Other liabilities and accrued expenses 416  333 
Total liabilities 646  503 
Net assets $ 182,005  $ 108,966 
Attributable to the Company $ 60,573  $ 45,774 
Attributable to noncontrolling interests 121,432  63,192 
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.

5. 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.
9



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
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 —  39,451  1,584  41,035 
Preferred securities 2,378  —  —  —  2,378 
Non-Traded REIT —  78,655  —  —  78,655 
Other 5,300  —  —  129  5,429 
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.
10



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

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:
Common stocks $ 96,081  $ 1,462  $ —  $ —  $ 97,543 
Limited partnership interests —  —  32,552  1,448  34,000 
Preferred securities 1,507  74  —  —  1,581 
Non-Traded REIT —  69,998  —  —  69,998 
Other 5,156  —  —  133  5,289 
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.
11



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
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) 2025 2024
Balance at beginning of period $ 32,552  13,202 
Purchases/contributions 7,192  489 
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 Technique Unobservable Inputs Range Weighted Average
Limited partnership interests
$ 39,451  Discounted cash flow Discount rate
Terminal capitalization rate
7.00% - 11.75%
5.25% - 10.00%
9.40%
7.91%
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.

6. 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 Amount Assets Liabilities
Corporate derivatives:
Total return swaps $ 83,514  $ 209  $ 1,455 
Forward contracts - foreign exchange 14,092  186  181 
Total corporate derivatives 97,606  395  1,636 
Derivatives held by consolidated funds:
Forward contracts - foreign exchange 9,428  — 
Total $ 107,034  $ 404  $ 1,636 
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 

12



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
________________________
(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) 2025 2024
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 exchange — 
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.

7. 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) 2025 2024
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 outstanding 51,058  49,569 
Dilutive potential shares from restricted stock units 360  266 
Diluted weighted average shares outstanding 51,418  49,835 
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 calculation 18  11 
13



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

8. 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 rate 21.0  % 21.0  %
State and local income taxes, net of federal benefit 2.9  2.9 
Non-deductible executive compensation 2.9  0.9 
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 rate 19.5  % 24.3  %
_________________________
*Amounts round to less than 0.1%.

9. 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) 2025 2024
Investment advisory and administration fees $ 91,892  $ 82,960 
Distribution and service fees 7,184  6,817 
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.

10. 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.
14



COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
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.

11. 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.

12. 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.

13. 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.
15


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and 2024. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Executive Overview
General
We are a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios. In February 2025, we launched our first active exchange traded funds (ETFs). Our initial ETF launch included three strategies: U.S. real estate securities, preferred securities and natural resource equities.
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 institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our 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. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions to or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
Macroeconomic Environment
During the quarter, global markets continued to reflect macroeconomic uncertainty and geopolitical tensions. Market volatility and interest rate fluctuations influenced investor sentiment and asset flows. We remain focused on leveraging our portfolio management expertise, disciplined risk management framework and prudent cost control to navigate the current environment.
16


Investment Performance at March 31, 2025
investmentgraph325.jpg_________________________
(1)    Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2)    © 2025 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at March 31, 2025. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Assets Under Management
Below is a discussion of our assets under management for the quarter ended March 31, 2025. For additional details, please refer to the tables on pages 19 - 22.
Assets under management at March 31, 2025 increased 7.8% to $87.6 billion from $81.2 billion at March 31, 2024.
Open-end funds
Assets under management in open-end funds at March 31, 2025 increased 12.2% to $42.3 billion from $37.7 billion at March 31, 2024. Activity during the first quarter of 2025 included:
•Net inflows of $585 million including $183 million into U.S. real estate and $175 million into global/international real estate
17


•Market appreciation of $1.0 billion including $780 million from U.S. real estate
•Distributions of $282 million including $151 million from U.S. real estate and $129 million from preferred securities, of which $239 million was reinvested and included in net flows
Institutional accounts
Assets under management in institutional accounts at March 31, 2025 increased 4.5% to $33.9 billion from $32.4 billion at March 31, 2024. Activity during the first quarter of 2025 included:
Advisory accounts:
•Net outflows of $108 million including $318 million from global/international real estate and $111 million from preferred securities, partially offset by net inflows of $266 million into global listed infrastructure and $51 million into U.S. real estate
•Market appreciation of $539 million including $212 million from U.S. real estate, $174 million from global listed infrastructure and $113 million from global/international real estate
Japan subadvisory accounts:
•Market appreciation of $167 million including $126 million from U.S. real estate
•Distributions of $164 million including $159 million from U.S. real estate
Subadvisory accounts excluding Japan:
•Net outflows of $267 million including $447 million from U.S. real estate, partially offset by net inflows of $233 million into global listed infrastructure
•Market appreciation of $147 million including $69 million from global listed infrastructure and $45 million from global/international real estate
Closed-end funds
Assets under management in closed-end funds at March 31, 2025 increased 2.4% to $11.4 billion from $11.1 billion at March 31, 2024. Activity during the first quarter of 2025 included:
•Market appreciation of $257 million including $118 million from global listed infrastructure and $101 million from U.S. real estate
•Distributions of $154 million including $52 million from U.S. real estate and $50 million from preferred securities























18


Assets Under Management
By Investment Vehicle
(in millions)
Three Months Ended
March 31,
2025 2024
Open-end Funds
Assets under management, beginning of period $ 40,962  $ 37,032 
Inflows 3,519  3,302 
Outflows (2,934) (2,733)
Net inflows (outflows) 585  569 
Market appreciation (depreciation) 1,033  356 
Distributions (282) (272)
Total increase (decrease) 1,336  653 
Assets under management, end of period $ 42,298  $ 37,685 
Average assets under management $ 41,801  $ 36,923 
Institutional Accounts
Assets under management, beginning of period $ 33,563  $ 35,028 
Inflows 1,100  902 
Outflows (1,466) (3,445)
Net inflows (outflows) (366) (2,543)
Market appreciation (depreciation) 853  123 
Distributions (164) (184)
Total increase (decrease) 323  (2,604)
Assets under management, end of period $ 33,886  $ 32,424 
Average assets under management $ 33,623  $ 32,284 
Closed-end Funds
Assets under management, beginning of period $ 11,289  $ 11,076 
Inflows
Outflows —  — 
Net inflows (outflows)
Market appreciation (depreciation) 257  200 
Distributions (154) (154)
Total increase (decrease) 106  50 
Assets under management, end of period
$ 11,395  $ 11,126 
Average assets under management $ 11,354  $ 10,968 
Total
Assets under management, beginning of period $ 85,814  $ 83,136 
Inflows 4,622  4,208 
Outflows (4,400) (6,178)
Net inflows (outflows) 222  (1,970)
Market appreciation (depreciation) 2,143  679 
Distributions (600) (610)
Total increase (decrease) 1,765  (1,901)
Assets under management, end of period $ 87,579  $ 81,235 
Average assets under management $ 86,778  $ 80,175 












19


Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Three Months Ended
March 31,
2025 2024
Advisory
Assets under management, beginning of period $ 19,272  $ 20,264 
Inflows 597  687 
Outflows (705) (2,883)
Net inflows (outflows) (108) (2,196)
Market appreciation (depreciation) 539  128 
Total increase (decrease) 431  (2,068)
Assets under management, end of period $ 19,703  $ 18,196 
Average assets under management $ 19,581  $ 18,066 
Japan Subadvisory
Assets under management, beginning of period $ 8,522  $ 9,026 
Inflows 118  43 
Outflows (109) (355)
Net inflows (outflows) (312)
Market appreciation (depreciation) 167 
Distributions (164) (184)
Total increase (decrease) 12  (491)
Assets under management, end of period $ 8,534  $ 8,535 
Average assets under management $ 8,584  $ 8,640 
Subadvisory Excluding Japan
Assets under management, beginning of period $ 5,769  $ 5,738 
Inflows 385  172 
Outflows (652) (207)
Net inflows (outflows) (267) (35)
Market appreciation (depreciation) 147  (10)
Total increase (decrease) (120) (45)
Assets under management, end of period $ 5,649  $ 5,693 
Average assets under management $ 5,458  $ 5,578 
Total Institutional Accounts
Assets under management, beginning of period $ 33,563  $ 35,028 
Inflows 1,100  902 
Outflows (1,466) (3,445)
Net inflows (outflows) (366) (2,543)
Market appreciation (depreciation) 853  123 
Distributions (164) (184)
Total increase (decrease) 323  (2,604)
Assets under management, end of period $ 33,886  $ 32,424 
Average assets under management $ 33,623  $ 32,284 









20


Assets Under Management
By Investment Strategy
(in millions)
Three Months Ended
March 31,
2025 2024
U.S. Real Estate
Assets under management, beginning of period $ 42,930  $ 38,550 
Inflows 2,319  2,089 
Outflows (2,536) (1,728)
Net inflows (outflows) (217) 361 
Market appreciation (depreciation) 1,250  (79)
Distributions (362) (356)
Transfers (10) — 
Total increase (decrease) 661  (74)
Assets under management, end of period $ 43,591  $ 38,476 
Average assets under management $ 43,340  $ 37,737 
Preferred Securities
Assets under management, beginning of period $ 18,330  $ 18,164 
Inflows 847  1,233 
Outflows (923) (1,251)
Net inflows (outflows) (76) (18)
Market appreciation (depreciation) 121  625 
Distributions (178) (181)
Transfers 10  (1)
Total increase (decrease) (123) 425 
Assets under management, end of period $ 18,207  $ 18,589 
Average assets under management $ 18,380  $ 18,420 
Global/International Real Estate
Assets under management, beginning of period $ 13,058  $ 15,789 
Inflows 460  620 
Outflows (626) (2,828)
Net inflows (outflows) (166) (2,208)
Market appreciation (depreciation) 242  (124)
Distributions (5) (16)
Transfers — 
Total increase (decrease) 71  (2,347)
Assets under management, end of period $ 13,129  $ 13,442 
Average assets under management $ 13,170  $ 13,547 











21


Assets Under Management
By Investment Strategy - continued
(in millions)
Three Months Ended
March 31,
2025 2024
Global Listed Infrastructure
Assets under management, beginning of period $ 8,793  $ 8,356 
Inflows 752  80 
Outflows (166) (184)
Net inflows (outflows) 586  (104)
Market appreciation (depreciation) 407  193 
Distributions (46) (50)
Transfers (30) — 
Total increase (decrease) 917  39 
Assets under management, end of period $ 9,710  $ 8,395 
Average assets under management $ 9,047  $ 8,191 
Other
Assets under management, beginning of period $ 2,703  $ 2,277 
Inflows 244  186 
Outflows (149) (187)
Net inflows (outflows) 95  (1)
Market appreciation (depreciation) 123  64 
Distributions (9) (7)
Transfers 30  — 
Total increase (decrease) 239  56 
Assets under management, end of period $ 2,942  $ 2,333 
Average assets under management $ 2,841  $ 2,280 
Total
Assets under management, beginning of period $ 85,814  $ 83,136 
Inflows 4,622  4,208 
Outflows (4,400) (6,178)
Net inflows (outflows) 222  (1,970)
Market appreciation (depreciation) 2,143  679 
Distributions (600) (610)
Total increase (decrease) 1,765  (1,901)
Assets under management, end of period $ 87,579  $ 81,235 
Average assets under management $ 86,778  $ 80,175 









22


Summary of Operating Results
(in thousands, except percentages and per share data) Three Months Ended
March 31,
2025 2024
U.S. GAAP
Revenue $ 134,467  $ 122,710 
Expenses $ 89,269  $ 82,445 
Operating income $ 45,198  $ 40,265 
Net income attributable to common stockholders $ 39,778  $ 34,004 
Diluted earnings per share $ 0.77  $ 0.68 
Operating margin 33.6  % 32.8  %
As Adjusted (1)
Net income attributable to common stockholders $ 38,353  $ 34,653 
Diluted earnings per share $ 0.75  $ 0.70 
Operating margin 34.7  % 35.5  %
_________________________
(1)Refer to pages 26-27 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Revenue
(in thousands) Three Months Ended
March 31,
2025 2024 $ Change % Change
Investment advisory and administration fees
Open-end funds
$ 69,658  $ 60,787  $ 8,871  14.6  %
Institutional accounts
32,167  30,352  $ 1,815  6.0  %
Closed-end funds
24,946  24,206  $ 740  3.1  %
Total 126,771  115,345  $ 11,426  9.9  %
Distribution and service fees 7,184  6,817  $ 367  5.4  %
Other 512  548  $ (36) (6.6) %
Total revenue $ 134,467  $ 122,710  $ 11,757  9.6  %
Investment advisory and administration fees increased from the three months ended March 31, 2024, primarily due to higher average assets under management.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.6 bps and 66.2 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.8 bps and 37.8 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management, partially offset by net outflows from higher fee paying accounts.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.1 bps and 88.8 bps for the three months ended March 31, 2025 and 2024, respectively.
23


Expenses
(in thousands) Three Months Ended
March 31,
2025 2024 $ Change % Change
Employee compensation and benefits $ 54,554  $ 52,003  $ 2,551  4.9  %
Distribution and service fees 15,189  13,395  $ 1,794  13.4  %
General and administrative 17,169  14,793  $ 2,376  16.1  %
Depreciation and amortization 2,357  2,254  $ 103  4.6  %
Total expenses $ 89,269  $ 82,445  $ 6,824  8.3  %
Employee compensation and benefits increased from the three months ended March 31, 2024, primarily due to higher incentive compensation of $3.7 million, partially offset by lower amortization of restricted stock units of $2.3 million. The three months ended March 31, 2024 included $2.2 million of accelerated vesting related to certain restricted stock units.
Distribution and service fee expenses increased from the three months ended March 31, 2024, primarily due to higher average assets under management in U.S. open-end funds.
General and administrative expenses increased from the three months ended March 31, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds of $789,000, other non-recurring expenses of $616,000 and higher recruitment fees of $473,000.
Operating Margin
Operating margin for the three months ended March 31, 2025 increased to 33.6% from 32.8% for the three months ended March 31, 2024.
Non-operating Income (Loss)
(in thousands)
Three Months Ended March 31, 2025
Consolidated Funds (1)
Corporate -
Seed and Other
Total
Interest and dividend income $ 1,140  $ 4,231  $ 5,371 
Gain (loss) from investments—net 4,208  (655) 3,553 
Foreign currency gain (loss)—net (8) (1,164) (1,172)
Total non-operating income (loss) 5,340  2,412  7,752 
Net (income) loss attributable to noncontrolling interests (3,511) —  (3,511)
Non-operating income (loss) attributable to the Company $ 1,829  $ 2,412  $ 4,241 

(in thousands)
Three Months Ended March 31, 2024
Consolidated Funds (1)
Corporate -
Seed and Other
Total
Interest and dividend income $ 985  $ 2,934  $ 3,919 
Gain (loss) from investments—net 561  423  984 
Foreign currency gain (loss)—net (208) 342  134 
Total non-operating income (loss) 1,338  3,699  5,037 
Net (income) loss attributable to noncontrolling interests (410) —  (410)
Non-operating income (loss) attributable to the Company $ 928  $ 3,699  $ 4,627 
_________________________
(1)Represents seed investments in funds that we are required to consolidate under U.S. GAAP.
24


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:
Three Months Ended
March 31,
2025 2024
U.S. statutory tax rate 21.0  % 21.0  %
State and local income taxes, net of federal benefit 2.9  2.9 
Non-deductible executive compensation 2.9  0.9 
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 rate 19.5  % 24.3  %



















25


Reconciliations of U.S. 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. While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.
Net Income Attributable to Common Stockholders and Diluted Earnings per Share
Three Months Ended
March 31,
(in thousands, except per share data) 2025 2024
Net income attributable to common stockholders, U.S. GAAP $ 39,778  $ 34,004 
Seed investments—net (1)
(50) (1,003)
Accelerated vesting of restricted stock units
369  2,211 
Lease transition and other costs - 280 Park Avenue (2)
—  807 
Other non-recurring expenses (3)
616  — 
Foreign currency exchange (gain) loss—net (4)
969  (456)
Tax adjustments—net (5)
(3,329) (910)
Net income attributable to common stockholders, as adjusted $ 38,353  $ 34,653 
Diluted weighted average shares outstanding 51,418  49,835 
Diluted earnings per share, U.S. GAAP $ 0.77  $ 0.68 
Seed investments—net (1)
—  * (0.02)
Accelerated vesting of restricted stock units
0.01  0.05 
Lease transition and other costs - 280 Park Avenue (2)
—  0.02 
Other non-recurring expenses (3)
0.01  — 
Foreign currency exchange (gain) loss—net (4)
0.02  (0.01)
Tax adjustments—net (5)
(0.06) (0.02)
Diluted earnings per share, as adjusted $ 0.75  $ 0.70 
_________________________
*    Amounts round to less than $0.01 per share.
(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.
(3)Represents reimbursement of filing fees paid by certain members of senior leadership.
(4)Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(5)Tax adjustments are summarized in the following table:
Three Months Ended
March 31,
(in thousands) 2025 2024
Impact of tax effects associated with items noted above
$ (438) $ (500)
Impact of discrete tax items
(2,891) (410)
Total tax adjustments
$ (3,329) $ (910)

26


Revenue, Expenses, Operating Income and Operating Margin
Three Months Ended
March 31,
(in thousands, except percentages) 2025 2024
Revenue, U.S. GAAP $ 134,467  $ 122,710 
Fund related amounts (1)
(677) 234 
Revenue, as adjusted $ 133,790  $ 122,944 
Expenses, U.S. GAAP $ 89,269  $ 82,445 
Fund related amounts (1)
(940) (175)
Accelerated vesting of restricted stock units
(369) (2,211)
Lease transition and other costs - 280 Park Avenue (2)
—  (807)
Other non-recurring expenses (3)
(616) — 
Expenses, as adjusted $ 87,344  $ 79,252 
Operating income, U.S. GAAP $ 45,198  $ 40,265 
Fund related amounts (1)
263  409 
Accelerated vesting of restricted stock units
369  2,211 
Lease transition and other costs - 280 Park Avenue (2)
—  807 
Other non-recurring expenses (3)
616  — 
Operating income, as adjusted $ 46,446  $ 43,692 
Operating margin, U.S. GAAP 33.6  % 32.8  %
Operating margin, as adjusted 34.7  % 35.5  %
_________________________
(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.
(3)Represents reimbursement of filing fees paid by certain members of senior leadership.

Non-operating Income (Loss)
Three Months Ended
March 31,
(in thousands) 2025 2024
Non-operating income (loss), U.S. GAAP $ 7,752  $ 5,037 
Seed investments—net (1)
(3,824) (1,822)
Foreign currency exchange (gain) loss—net (2)
969  (456)
Non-operating income (loss), as adjusted $ 4,897  $ 2,759 
_________________________
(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
(2)Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
27


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.
Net Liquid Assets
Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).
The table below summarizes net liquid assets:
(in thousands) March 31,
2025
December 31,
2024
Cash and cash equivalents $ 65,227  $ 182,974 
U.S. Treasury securities 109,212  109,086 
Liquid seed investments—net 120,965  68,858 
Other current assets 80,997  75,959 
Current liabilities (57,983) (105,396)
Net liquid assets $ 318,418  $ 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. Treasury securities, recorded at fair value, are directly issued by the U.S. government and were classified as trading investments.
Liquid seed investments—net
Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments are primarily securities held directly for the purpose of establishing performance records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests.
Other current assets
Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at March 31, 2025, no allowance for uncollectible accounts was required.
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. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with product offerings, and making various investments to grow our firm infrastructure as our business scales. 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.
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $66.3 million remained unfunded as of March 31, 2025. The timing for funding the remaining portion of our commitments is uncertain.
28


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 table below summarizes our cash flows:
Three Months Ended
March 31,
(in thousands) 2025 2024
Cash Flow Data:
Net cash provided by (used in) operating activities $ (108,948) $ 4,863 
Net cash provided by (used in) investing activities 2,001  (29,361)
Net cash provided by (used in) financing activities (10,543) (64,261)
Net increase (decrease) in cash and cash equivalents (117,490) (88,759)
Effect of foreign exchange rate changes on cash and cash equivalents 471  (708)
Cash and cash equivalents, beginning of the period 183,162  189,603 
Cash and cash equivalents, end of the period 66,143  100,136 
Cash and cash equivalents decreased by $117.5 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 2025. 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 $108.9 million which included net purchases of investments within consolidated funds of $115.3 million, of which $54.3 million represented seed investments into the ETFs made by the Company. Net cash provided by investing activities was $2.0 million. Net cash used in financing activities was $10.5 million, including net contributions from noncontrolling interests of $46.8 million, partially offset by dividends paid to stockholders of $31.7 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.0 million.
Contractual Obligations, Commitments and Contingencies
Contractual Obligations
The Company’s material contractual obligations, commitments and contingencies at March 31, 2025 include operating leases, investment commitments, and purchase obligations. As of March 31, 2025, there have been no material changes to our contractual obligations from our Annual Report on Form 10-K for the year ended December 31, 2024 other than the items described below.
Investment Commitments
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles. Refer to Note 11, Commitments and Contingencies, in the notes to the condensed consolidated financial statements included in Part I of this filing for further discussion.
Dividends
    Subject to the approval of our board of directors, we anticipate paying dividends. 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.
On May 1, 2025, we declared a quarterly dividend on our 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.
Critical Accounting Estimates
A complete discussion of our critical accounting estimates is included in 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. There were no changes to the Company’s critical accounting estimates for the three months ended March 31, 2025.

29


Item 3. 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. The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue may change.
The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be favorable in the future, which could adversely impact our ability to grow the assets we manage. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage to maintain target leverage ratios, thereby increasing or decreasing the assets we manage and the associated revenue.
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 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. 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 March 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 $ 120,965  $ (81,241) $ 39,724  $ 43,696  $ 35,752 
Illiquid seed investments—net $ 108,475  $ —  $ 108,475  $ 119,323  $ 97,628 


Item 4. Controls and Procedures
Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
30


PART II—Other Information

Item 1. Legal Proceedings
For information regarding our legal proceedings, see Note 11, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.

Item 1A. Risk Factors
For a discussion of the potential risks and uncertainties associated with our business, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1, Item 1A of the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2025, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Exchange Act.
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
January 1 through January 31, 2025 290,927  $ 88.83  —  — 
February 1 through February 28, 2025 1,521  $ 86.41  —  — 
March 1 through March 31, 2025 43  $ 75.52  —  — 
Total 292,491  $ 88.82  —  — 
_________________________
(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.

Item 5. Other Information
Departure of Officer
As reported by the Company on March 10, 2025, Daniel Charles provided notice to the Company of his decision to retire from his positions as Executive Vice President and Head of Global Distribution, after nearly six years of service to the Company and a 37-year career in the asset management industry. In consideration of Mr. Charles’ service to the Company in such positions, on April 30, 2025, the Company entered into a letter agreement with Mr. Charles providing that Mr. Charles’ retirement date will be July 31, 2025 and, subject to certain terms and conditions, upon the retirement date his then-unvested restricted stock units will immediately vest and thereafter continue to be settled pursuant to the terms of the restricted stock unit award agreement applicable to each grant of restricted stock units, including continued compliance with the restrictive covenants contained in such agreements, and he will be eligible for a pro-rated discretionary performance bonus in respect of the 2025 fiscal year.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
31


Item 6. Exhibits

Any agreements or other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
Exhibit No. Description
3.1 
3.2 
4.1 
4.2 
10.12 
10.13 
10.14 
Letter Agreement between the Company and Daniel P. Charles (filed herewith)*
31.1 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2 
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101  The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited), (v) the Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_________________________
(1)Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
(3)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(4)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
* Denotes management contract or compensatory plan.
32


    SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 2, 2025 Cohen & Steers, Inc.
/s/    Raja Dakkuri
Name: Raja Dakkuri
Title: Executive Vice President & Chief Financial Officer
Date: May 2, 2025 Cohen & Steers, Inc.
/s/    Elena Dulik        
Name: Elena Dulik
Title: Senior Vice President & Chief Accounting Officer

33
EX-10.14 2 cns10q-33125ex1014.htm EX-10.14 Document

Exhibit 10.14

April 30, 2025


Daniel P. Charles
c/o Cohen & Steers Capital Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
Dear Dan:
Reference is made to your notice of retirement (the “Notice”) from Cohen & Steers, Inc. and its affiliates (collectively, the “Company”), provided by you to the Company in writing on March 10, 2025. You and the Company mutually agree that the effective date of your retirement (the “Retirement Date”) shall be July 31, 2025; provided however that the Company and you may mutually agree, each party acting reasonably and in good faith, to change the Retirement Date to a later date.

Reference is also made to those certain restricted stock unit agreements that (x) have been entered into by and between you and the Company prior to the date hereof and (y) may be entered into by and between you and the Company after the date hereof (including, without limitation, in connection with the Company’s mandatory deferral program applicable to annual discretionary performance bonuses for the 2025 calendar year), setting forth the terms and conditions applicable to Company restricted stock units (the “RSUs”) previously granted to you or that may be granted to you by the Company, as the case may be (such agreements collectively, the “RSU Agreements”).

In connection with your provision of the Notice, you have requested of the Company that any RSUs that have not vested as of the Retirement Date (such RSUs collectively, the “Unvested RSUs”) not be forfeited upon your termination of Employment, as otherwise provided for in the related RSU Agreements.

In consideration of the Notice and in response to your request, the Company has determined that, expressly subject in all respects to the approval of the compensation committee of the Company’s board of directors (the “Compensation Committee”) and the terms and conditions set forth herein (and further subject to any applicable accelerated delivery provisions set forth in the RSU Agreements), as of the Retirement Date, all of your then Unvested RSUs shall immediately vest, and you will remain eligible to receive the remaining Shares underlying such RSUs on (and not prior to) the scheduled Delivery Dates for such Shares as set forth in the related RSU Agreements. The terms and conditions referred to in the immediately preceding sentence shall include:

1)Satisfactory performance of all of your employment duties, responsibilities and obligations through the Retirement Date (the “Employment Duties”), with particular focus on the following:
1




a.Continue to effectively manage and administer all day-to-day duties, responsibilities and obligations that are expected of your positions and roles at the Company;

b.Assist in communication, notification and reporting to internal and external parties, including without limitation clients and prospective clients, consultants, distribution intermediaries, outside vendors, employees, boards of directors of the Company and its affiliates, and regulators;

c.Transition and delegation of all designations and responsibilities; and

d.Assist in coaching and retention of employees.


2)Your Employment with the Company is not at any time terminated for Cause.

3)Your continued compliance, as determined in the Company’s sole discretion (which determination shall be final, conclusive and binding upon all parties) with (i) the existing restrictive covenants set forth in the RSU Agreements, including without limitation those provisions relating to non-interference, non-solicitation and non-disparagement (the “Existing Restrictive Covenants”) and (ii) the Non-Competition Covenant (as defined below). You hereby agree that each of the RSU Agreements shall automatically be deemed amended upon the Retirement Date to (i) extend the duration of the Existing Restrictive Covenants (and your obligation to comply therewith) through the final Delivery Date set forth in such RSU Agreements, and (ii) include and incorporate the restrictive covenants (and your obligation to comply therewith) set forth on Annex A attached hereto (such restrictive covenants set forth on Annex A collectively, the “Non-Competition Covenant” and, together with the Existing Restrictive Covenants, the “Restrictive Covenants”).

4)Immediately prior to, and as a condition of, delivery of Shares underlying RSUs, you shall execute and deliver to the Company the certification attached hereto as Annex B. In the event you violate the Non-Competition Covenant you shall immediately forfeit any then-outstanding RSUs (even if vested) and such forfeiture shall be the sole remedy available to the Company. In the event you violate any Restrictive Covenant other than the Non-Competition Covenant you shall immediately forfeit any then-outstanding RSUs (even if vested), which forfeiture shall not in any respect limit or restrict any other remedies that may be available to the Company. It is acknowledged and agreed that, automatically and without any further action by you or the Company, the provisions of this paragraph shall be incorporated into and made a part of any future RSU Agreements entered into by and between you and the Company and shall apply to any violation of the restrictive covenants set forth therein.

We will determine in our sole discretion whether you have satisfactorily performed the Employment Duties, which determination shall be final, conclusive and binding upon all parties.
2



We understand that your pending retirement and performance of those duties will require adjustment to the nature of your day-to-day activities and the time you spend in the office (or, to the extent consistent with Company policies then in effect, in a remote work environment). We expect you to be available to, and in direct and regular communication with Joseph M. Harvey (and such person’s delegates) with regard to your performance and priorities during the remainder of your employment to ensure your work activities support a successful transition.

You agree that any cessation of, or substantial or sustained reduction in, the Employment Duties prior to the Retirement Date, without actual termination of employment (referred to as a “Diminution of Employment Duties”), shall occur only to the extent expressly directed by the Company, at its sole option and in its sole discretion. You further agree that, notwithstanding any Diminution of Employment Duties, you will continue to be bound by all of the other express and implied obligations arising out of your employment with the Company and this letter agreement (this “Agreement”). For the avoidance of doubt, you shall not be deemed to be in violation of this Agreement to the extent any failure to satisfactorily perform the Employment Duties is the direct result of any Diminution of Employment Duties that is authorized or directed by the Company.

Upon the vesting of your Unvested RSUs on the Retirement Date as described in this Agreement, (i) you will not be entitled to receive any further “dividend equivalent” RSUs that would otherwise have been granted on or after the Retirement Date, (ii) your existing “dividend equivalent” RSUs will continue to not receive any value in connection with any dividend payments on shares of CNS common stock and (iii) to the extent cash dividends are paid on shares of CNS common stock following the Retirement Date, your then-vested and outstanding RSUs (other than your “dividend equivalent” RSUs) will receive cash payments equal to such per share dividend amount. It is acknowledged and agreed that, automatically and without any further action by you or the Company, the provisions of this paragraph shall be incorporated into and made a part of any future RSU Agreements entered into by and between you and the Company, to the fullest extent applicable.

Unless your Employment with the Company is earlier terminated by the Company for Cause (as described above) or is earlier terminated by you for any reason, you shall continue to be entitled to receive your current base salary and employee benefits up to and including the Retirement Date.

At the Company’s sole discretion (which discretion will be exercised reasonably and in good faith) and subject in all respects to the determinations and approval of the Compensation Committee, we currently anticipate that you would receive a pro-rated discretionary performance bonus in respect of calendar year 2025 based upon, and expressly subject to, (i) your continuing employment until the Retirement Date, it being expressly understood that, (A) in the event of your resignation from the positions of Executive Vice President and Head of Global Distribution prior to the Retirement Date, any such discretionary bonus would be pro-rated based on the first date of such resignation from such executive positions (and not the Retirement Date) and (B) if no such resignation from such executive positions occurs and the Retirement Date precedes December 31, 2025, any such discretionary bonus would in all cases be pro-rated based on such Retirement Date, (ii) your individual performance (including satisfaction of the Employment Duties and other obligations described above), (iii) firm profitability, (iv) market conditions, (v) your compliance with the terms and conditions of this Agreement and (vi) other factors.
3



The amount and starting point to determine your 2025 bonus will be your actual 2024 bonus and the same factors and methodologies as were used to determine your discretionary annual performance bonus in respect of fiscal 2024. We currently anticipate that payment of the cash portion of any pro-rated discretionary performance bonus in respect of calendar year 2025 would be made in 2025 on, or as soon as reasonably practicable after, your Retirement Date, notwithstanding that you will no longer be employed by the Company if such payment is made after the Retirement Date. The amount of any such cash payment would be less applicable withholdings and deductions. Any such 2025 pro-rated discretionary performance bonus would be subject to our mandatory deferral program applicable to Company executive officers, and the RSU portion of any such bonus is currently expected to be awarded no later than the Retirement Date. RSUs granted in connection with any such bonus would, subject to the terms and conditions of this Agreement, be deemed to be vested upon the later of the Retirement Date or such RSU award date and would be subject to the terms and conditions of the RSU award agreement that would be required to be entered into by and between you and the Company pursuant to such grant. Such RSU award agreement would provide for delivery of the Shares underlying such RSUs in equal 25% increments beginning on the one-year anniversary of the RSU award date, and would include restrictive covenants related to non-interference, non-solicitation and non-disparagement that would be in effect through the final delivery date set forth in such agreement. It is acknowledged and agreed that, automatically and without any further action by you or the Company, the Non-Competition Covenant set forth on Annex A shall be incorporated into and made a part of such RSU award agreement.

You understand and agree that: (i) you are solely responsible for your income tax obligations and consequences resulting from or arising out of the vesting of your RSUs and/or delivery of Shares underlying your RSUs and (ii) the Company will provide for the satisfaction of any tax withholding obligations of the Company arising from or in connection with the vesting or your RSUs and/or delivery of Shares underlying your RSUs by withholding from you a number of equity awards sufficient to fully satisfy the monetary value of such tax obligation. Notwithstanding the foregoing, you expressly acknowledge and agree that, until such time as you are no longer an officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company (any such person, a “Section 16 Person”), in connection with the settlement of RSUs held by you, certain tax liabilities shall automatically be satisfied through the withholding by the Company of shares of common stock otherwise deliverable to you, in accordance with the Company’s current policies applicable to Section 16 Persons generally.

Each of Annex A and Annex B attached hereto is incorporated by reference in its entirety into this Agreement and forms an integral part thereof.

In exchange for the consideration set forth herein (including the terms and conditions related thereto), you expressly agree on behalf of yourself, your dependents, executors, administrators, trustees, legal representatives, heirs, agents, and assigns (collectively the “Releasors”), never to initiate or institute a claim or cause of action against and to forever release and discharge the Company and any and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns, and any and all of its or their employee benefit and/or pension plans or funds, and, whether acting as agents for such entities or in their individual capacities, any and all of its past or present partners, members, owners, officers, directors, stockholders, agents, trustees, administrators, employees or assigns (collectively the “Releasees”), from any and all claims, demands, causes of action, and liabilities of any kind (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including but not limited to any claims for compensatory or punitive damages, injunctive or equitable relief, or for attorneys' fees, or costs or disbursements of any kind), whether known or unknown, which Releasors ever had, now has, or may hereafter have against Releasees by reason of any action, omission, transaction, or occurrence from the beginning of time and occurring up to and including the date of this Agreement.
4



Without limiting the generality or force or effect of the foregoing, this release shall release Releasees to the maximum extent permitted by law from any and all claims against Releasees arising, directly or indirectly, from (i) your employment with the Company; (ii) the terms and conditions of such employment; (iii) the negotiation and entry into this Agreement, and/or the terms of this Agreement; (iv) any and all RSUs awarded; (v) any and all rights to any matches and dividend equivalents associated with any RSUs; (vi) any and all rights to purchase CNS Stock in the Company’s Employee Stock Purchase Plan; (vii) any and all claims for tortious conduct, wrongful discharge and/or breach of employment contract; and (viii) any and all claims under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (“ADA”), the Equal Pay Act (“EPA”), the Family Medical Leave Act (“FMLA”), the Fair Labor Standards Act (the “FLSA”), the Employee Retirement Income Security Act of 1974 (“ERISA”) (excluding claims for accrued, vested benefits under any employee-benefit plan of the Company in accordance with the terms of such plan and applicable law), the New York State Human Rights Law, the Administrative Code of the City of New York, New York Wage and Hour Laws, and/or any other federal, state, or local law (statutory or decisional), regulation, or ordinance, up to and including the date of this Agreement. Nothing contained herein shall waive any claims that you may have as a shareholder in the Company, waive any rights to any vested benefits, waive any rights to indemnification which you may have in your capacity as an officer of the Company, or otherwise waive any rights which cannot be waived as a matter of law.

Notwithstanding anything to the contrary set forth herein, your continued employment with the Company is for no specified term and continues to constitute at-will employment. As a result, you remain free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without Cause.

You agree that, in the event of any conflict between the terms of this Agreement and the terms of any RSU Agreement, the terms of this Agreement shall control. Capitalized terms used herein without definition have the meanings assigned to such terms under the RSU Agreements and the Company’s Amended and Restated Stock Incentive Plan, as the context requires.

THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Except as expressly set forth in this Agreement, the terms and conditions set forth in your RSU Agreements shall continue in full force and effect. You agree, to extent permissible under applicable law or regulation, not to disclose or cause to be disclosed this Agreement or its terms to any employee of the Company or any third party, including shareholders and clients of the Company and shareholders of funds managed by the Company, except for your personal professional legal and tax advisors that agree to comply with the confidentiality provisions of this Agreement.
5



Notwithstanding the foregoing, you and the Company mutually acknowledge and agree that the Company may disclose the Notice and the material terms of this Agreement and file this Agreement as an exhibit to its periodic filings with the Securities and Exchange Commission, in each case in accordance with its disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.


We appreciate your contributions to the Company and look forward to a productive and successful transition.

Sincerely,
Joseph Harvey
/s/ Joseph Harvey
Chief Executive Officer,
Cohen & Steers, Inc.


Pursuant to my Notice previously provided of my retirement from the Company, to be effective as of the date described in this Agreement, I hereby request that my then-unvested RSUs remain outstanding, and expressly agree to and accept all terms, conditions and provisions of this Agreement:



/s/ Daniel P. Charles 4/30/2025
Name: Daniel P. Charles Date











6



ANNEX A

The section entitled “Restrictive Covenants”, as set forth in those certain RSU grant agreements entered into or to be entered into by and between the Company and the employee that is signatory to the Agreement of which this Annex A forms a part, is hereby amended to include and incorporate the restrictive covenants set forth below. Capitalized terms below that are not otherwise defined shall have the meanings ascribed thereto in the RSU grant agreement.

The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that, during the Participant’s Employment with the Company and its Affiliates and for a period commencing on the termination of such Employment for any reason (including, without limitation, termination due to the retirement of the Participant) and ending on the final Delivery Date, the Participant shall not:

(i)during the Participant’s Employment with the Company and its Affiliates, other than on behalf of the Company and its Affiliates, provide or seek to provide to any person to whom the Company or an Affiliate rendered services during the Participant’s Employment with the Company and its Affiliates, any such services or similar services;

(ii)following the Participant’s termination of Employment with the Company and its Affiliates, provide or seek to provide to any person to whom the Company or an Affiliate rendered services during the three-year period prior to such termination of Employment, any such services or similar services;

(iii)directly or indirectly engage in any responsibilities, activities, business or strategy that competes with the activities, businesses or strategies of the Company or its Affiliates (including, in each case and without limitation, any such activities, businesses or strategies which the Company or its Affiliates have specific plans to conduct in the future and as to which the Participant is aware of such plans) within the United States or any other country or region in which the Company or its Affiliates is conducting, or which the Participant is aware the Company or its Affiliates has discussed plans to conduct, business at the time of determination (a “Competitive Business”);

(iv)directly or indirectly enter the employ of, or render or be retained to render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; provided that, notwithstanding the foregoing, it is agreed that it shall not be a breach of this section for the Participant to provide services to an entity or person that is not itself a Competitive Business, but either
(x) has a division, business unit or segment that is a Competitive Business or (y) has an Affiliate that (I) is a Competitive Business or (II) has a division, business unit or segment that is a Competitive Business so long as the Participant demonstrates to the Company’s reasonable satisfaction that the Participant does not and will not, directly or indirectly, provide services or advice to such division, business unit or segment, or such Affiliate (or its division, business unit or segment) that is the Competitive Business; or (v) directly or indirectly acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided that nothing herein shall preclude the Participant from, directly or indirectly, owning, solely as an investment, securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant
7




(x) is not a controlling person of, or a member of a group which controls, such Person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

These covenants are agreed to be severable so that if one should be unenforceable that will not prevent enforcement of the remaining covenants, and if all should be unenforceable that will not prevent enforcement of any other restrictive covenants set forth in the agreement of which these covenants form a part.




































8



ANNEX B

Certification
(to be dated as of each DELIVERY DATE)

The undersigned hereby certifies that he is in compliance with (i) the terms, conditions and restrictions set forth in the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (as may be amended or restated from time to time) or any applicable successor plan, (ii) the retirement letter agreement dated April 30, 2025 (the “Retirement Letter Agreement”) and (iii) each of the Restricted Stock Unit Agreements entered into with Cohen & Steers, Inc. (the “Company”), including without limitation those agreements dated January 31, 2022, January 31, 2023, January 31, 2024, January 31, 2025, each as amended by the Retirement Letter Agreement (collectively, the “RSU Agreements”), pursuant to which the Company granted restricted stock units to the undersigned that remain outstanding as of the date hereof. The undersigned further certifies that he has not at any time prior to and as of the date hereof violated any of the restrictive covenants contained in or incorporated by reference into any of the RSU Agreements.

    
     Daniel P. Charles
9

EX-31.1 3 cns10q-33125ex311.htm EX-31.1 Document

Exhibit 31.1
Chief Executive Officer Certification
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Joseph M. Harvey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2025 of Cohen & Steers, Inc. (the Registrant);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
 
Dated: May 2, 2025      /s/ Joseph M. Harvey
     Joseph M. Harvey
     Chief Executive Officer and Director


EX-31.2 4 cns10q-33125ex312.htm EX-31.2 Document

Exhibit 31.2
Chief Financial Officer Certification
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Raja Dakkuri, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2025 of Cohen & Steers, Inc. (the Registrant);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
 
Dated: May 2, 2025      /s/ Raja Dakkuri
     Raja Dakkuri
     Executive Vice President & Chief Financial Officer


EX-32.1 5 cns10q-33125ex321.htm EX-32.1 Document

Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the Report) of Cohen & Steers, Inc. (the Company) as filed with the Securities and Exchange Commission on the date hereof, I, Joseph M. Harvey, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: May 2, 2025      /s/ Joseph M. Harvey
     Joseph M. Harvey
     Chief Executive Officer and Director
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.


EX-32.2 6 cns10q-33125ex322.htm EX-32.2 Document

Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the Report) of Cohen & Steers, Inc. (the Company) as filed with the Securities and Exchange Commission on the date hereof, I, Raja Dakkuri, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: May 2, 2025      /s/ Raja Dakkuri
     Raja Dakkuri
     Executive Vice President & Chief Financial Officer
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.