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Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.06pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
-0.10pp
Flat
Net-tone change vs last year's 10-K.
MD&A
-0.03pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
negatively+2
volatility+2
cyberattacks+2
adversely+1
against+1
Positive rising
best+1
alliances+1
enhancing+1
Risk Factors (Item 1A)
9,687 words
Item 1A. Risk Factors
Risks Related to our Business
A decline in the absolute or relative performance or value of real estate securities, or the attractiveness of real estate portfolios or investment strategies, would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2025, approximately 63.8% of the assets we managed was concentrated in real estate securities strategies, including approximately 25.9% in the aggregate in Cohen & Steers Real Estate Securities Fund, Inc., Cohen & Steers Realty Shares, Inc. and Cohen & Steers Institutional Realty Shares, Inc. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect investment performance. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. We are paid a management fee or incentive fee based on the net asset value or returns, respectively, of certain of our investment vehicles and declines in the value of real estate securities and real property investments may reduce the fees we earn and our assets under management. Income and real estate values may be affected by, among other things, changes to tax laws and other laws and regulations applicable to real estate securities, global or regional events and that directly impact the real estate sector, the cost of compliance with applicable laws and regulations, sensitivity to certain economic factors such as uncertainty around the timing and extent of interest rate changes and market or economic , the availability and terms of financing, the creditworthiness of tenants, the volume and market terms of commercial real estate purchase and sale transactions, general and local economic conditions, the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions and other factors that are beyond our control. In addition, in the commercial real estate sector, including office properties, as well as shifting business trends and/or workforce reductions in certain geographies and industries, has impacted and may continue to impact certain markets in which we invest, including for example, as a result of low occupancy rates, tenant , reduced rental rates, the maturation of a significant amount of commercial real property loans amid an elevated interest rate environment, credit conditions imposed by traditional sources of real estate financing and refinancing and commercial mortgage loan . Real estate values may also be affected by new businesses and approaches in the real estate market and sectors in which we invest that cause in the industry with technological and other , such as impacts to the value of hospitality properties due to competition from the non-traditional hospitality sector (such as short-term rental services) and office
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
loss+1
volatile+1
persisting+1
shutdown+1
against+1
Positive rising
leadership+2
gain+1
benefit+1
efficiency+1
MD&A (Item 7)
5,943 words
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K 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 Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
properties due to competition from shared office spaces (including co-working environments) or remote work arrangements. Further, our investments in real estate securities and real property may be exposed to new or increased risks and liabilities that could have a negative impact on our investment strategies and reduce our assets under management, revenue and earnings, including risks associated with global climate change, such as increased frequency and/or intensity of adverse weather and natural disasters. If underlying properties do not generate sufficient income to pay for ongoing operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance or value of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.
Our growth and the execution of our real estate investment strategy may be constrained by the size and number of real estate securities issuers, as well as REIT ownership restrictions.
Investments in real estate securities play an important role in our overall investment strategy. Our ability to fully utilize our investment capacity and continue to increase our ownership of real estate securities depends, in part, on growth in the size and number of issuers in the real estate securities market, particularly in the U.S. Limited growth, or any consolidation activity in the real estate sector, could limit or reduce the number of investment opportunities otherwise available to us. In addition, increased competition for investment opportunities due to large amounts of available capital dedicated to real estate strategies or due to alternative forms of investment methods, or a real or perceived trend towards merger and acquisition activity in the sector, could affect real estate valuations and prices. A limited number of investment targets could adversely impact our ability to make new investments based on fundamental valuations or at all, impair the full utilization of our overall investment capacity and otherwise negatively affect our investment strategy.
Our ability to increase our ownership, or maintain existing levels of ownership, in securities issued by REITs may also be constrained by REIT ownership limits on a REIT’s capital stock, common stock and/or preferred stock. REIT charters generally grant a REIT the right to unilaterally reduce any ownership amount that it deems to be in violation of its ownership limits. Such charters do not typically provide for the elimination of such right even in the event a REIT has previously provided waivers from such limits or acknowledgements that ownership levels do not violate such limits. To the extent these ownership restrictions prevent us from acquiring new or additional real estate securities, or force us to reduce existing ownership amounts in general or at prices that are not attractive, our revenue and our ability to invest available assets and increase the assets we manage could be negatively affected.
A decline in the absolute or relative performance or value of preferred securities or similar securities in which we invest, or the attractiveness of portfolios or investment strategies utilizing such securities, would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2025, approximately 20.0% of our total assets under management was concentrated in preferred securities strategies, including approximately 8.0% in the Cohen & Steers Preferred Securities and Income Fund. Preferred securities investments are subject to varying degrees of market, contractual, financial, regulatory, litigation and other risks that could affect investment performance, returns and attractiveness, including risks related to actual or anticipated inflationary trends, interest rates, comparative returns on senior credit or “risk-free” debt instruments, counterparty credit, income and distributions, regulatory intervention and treatment, and applicable tax treatment.
Issuers of securities that represent the focus of these investment strategies may be concentrated in industries and geographies that experience sector-based volatility. Volatility or disruption in any such industries or geographies may cause a decline in the value of our preferred securities portfolios and negatively impact our investment returns, such as the U.S. banking sector, utility sector and the broader financial industry. In addition, issuers of securities that are the focus of these investment strategies may experience a direct credit, liquidity or other financial event that negatively impacts the value of our investment positions in such issuer, such as the high-profile collapse and regulatory intervention at a Swiss financial services organization during 2023 that resulted in the write-down of the value of such issuer’s contingent capital securities instruments held by us and other investors.
In a higher interest rate environment, we face increasing competition for our actively managed strategies from relatively lower-risk fixed income investments, such as U.S. treasury securities and money-market funds, that may provide stable or attractive returns to investors. Further, to the extent limitations may arise in the overall supply of preferred securities or similar investments at attractive prices or at all, whether due to performance concerns about the asset class, shifts in market or economic trends or investor preferences, redemptions or decreased volume of new issuances, our ability to deploy our available investment capacity may become constrained. A decline in the performance or value of preferred securities or similar investments, or diminishment in the attractiveness or availability of preferred securities or similar investments, would
have an adverse effect on the assets we manage, limit our ability to increase and invest assets in these strategies and reduce the fees we earn and our revenue.
Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
Our success is partially dependent on our ability to develop, launch, market and manage new investment strategies and products. From time to time, we support the launch of new investment strategies and products by making seed investments in those strategies and products, the amount of which may be significant. Numerous risks and uncertainties are associated with all stages of the seed investment product life cycle, including our ability to raise external capital for the underlying product, investment performance, market risks, shifting client or market preferences, the introduction of competing products, compliance with regulatory requirements, potential losses associated with guarantees made by us or our affiliates and potentially illiquid investments and/or contractual lock-up or other restrictions on our ability to withdraw capital. Allocations of capital to seed investments in new strategies and products reduce capital available for cash dividends, payment of interest on and repayment of outstanding indebtedness, if any, and other corporate purposes and expose us to liquidity constraints and potential capital losses, against which we may not hedge entirely or effectively to mitigate risk in all market conditions. To the extent we realize losses on our seed investments or the value of our seed investments decline, our earnings and financial condition may be adversely impacted.
The incurrence of debt may increase the risk of investing in us and could negatively impact our revenue and adversely affect our financial condition.
We are party to a credit agreement (the “Credit Agreement”) providing for a $100 million senior unsecured revolving credit facility maturing on August 15, 2029. Outstanding indebtedness may, among other things, (i) decrease our ability to obtain additional financing for other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest and reduce the amount of cash otherwise available for other purposes, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, (v) increase our exposure to the risk of increased interest rates where our borrowings are at variable rates of interest, (vi) make it more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness and (vii) increase our vulnerability to adverse changes in general economic and industry conditions. Our ability to repay principal and interest on indebtedness could depend upon our future performance, which is subject to general economic conditions and financial, business and other factors and risks that may be beyond our control.
Furthermore, the Credit Agreement contains financial covenants with respect to leverage and interest coverage, and customary affirmative covenants and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes and certain customary events of default. Our breach of any covenant and inability to meet any applicable qualifications, thresholds and exceptions or negotiate any waiver or amendment could result in a default under the Credit Agreement and/or amounts borrowed, together with accrued interest and other fees, could become immediately due and payable. If any indebtedness were to become subject to accelerated repayment, we may not have sufficient liquid assets to repay such indebtedness in full or be able to refinance such indebtedness on favorable terms, or at all.
The loss of any senior executives or senior investment professionals or our failure to effectively manage succession planning could have a material adverse effect on our business.
The success of our business depends largely on the experience, expertise and continued service of our senior executives and senior investment professionals. The loss of any such persons, or our failure to adequately prepare for the retention of such persons or to effectively implement related succession plans, could materially adversely affect our business, strategic initiatives and financial condition. While we have succession plans in place and continue to review and update those plans, there is no guarantee that their implementation or execution will operate as intended or otherwise be effective. In addition, we do not carry “key person” or similar insurance that would provide us with proceeds in the event of the death or disability of any of our employees. In addition, legal and regulatory restrictions on the terms or enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.
The loss of any senior executives or senior investment professionals could impair or limit our ability to successfully execute our business strategy or adversely affect our ability to retain existing and attract new client assets. Further, the departure of a portfolio manager could cause clients in investment strategies overseen by such manager to withdraw funds from, or reconsider the allocation of additional funds to, such strategies, and cause consultants and other intermediaries to
discontinue recommendations of such strategies, any of which would reduce our assets under management, investment advisory fees and net income.
We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures.
Our business is dependent on the effectiveness of our information and cybersecurity policies and procedures to protect our network and telecommunications systems and the data that reside in or are transmitted through such systems. As part of our normal operations, we maintain and transmit confidential information about our clients’ portfolios as well as proprietary information relating to our business operations and our employees. We maintain a system of internal controls for us and certain of our investment vehicles designed to provide reasonable assurance that malicious or fraudulent activity, including misappropriation of our assets, fraudulent financial reporting and unauthorized access to sensitive or confidential information is either prevented or timely detected and remediated. However, our technology systems may still be vulnerable to unauthorized access or may be corrupted by cyberattacks, computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. The nature of these threats and the techniques used by cyber criminals are constantly evolving, can originate from a wide variety of sources and are becoming increasingly sophisticated, including the use of artificial intelligence (AI) by threat actors to develop cyberattacks and the use of “ransomware”, social engineering and phishing attacks, and may not be recognized until launched. Highly publicized security breaches continue to exposefailures of companies to keep pace with the threats posed by cyber-attackers and have led to increased government, regulatory and media scrutiny.
Cybersecurity has become a top priority of regulators around the world. Many jurisdictions in which we operate have, or are considering adopting, laws and regulations relating to data privacy, cybersecurity and protection of personal information. Our potential liability remains a concern, particularly given the continued and rapid development of privacy laws and regulations around the world, the lack of harmonization of such laws and regulations, and increased criminal and civil enforcement actions and private litigation. As new privacy-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations continues to increase and become a significant compliance workstream. Any inability, or perceived inability, by us to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our business and operations and a loss of client (including investor) confidence and other reputational damage.
We cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and consultants, or other cyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition. Although we take precautions to password-protect and encrypt all authorized electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk. Our or our third-party service providers’ systems may also be affected by, or fail as a result of, catastrophic events, such as fires, floods, hurricanes, tornadoes, acts of terrorism or power disruptions. Like other companies, we have experienced and will likely continue to experience cyber incidents, security threats and attacks. There can be no assurance that our efforts to maintain and monitor the security and integrity of our information technology systems will be effective at all times.
Any breach or other failure of our or certain other parties’ technology or security systems, including but not limited to those systems of our third-party intermediaries, service providers, key vendors and third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents, regulatory scrutiny and penalties and litigation costs resulting from the incident. In addition, our increased use of mobile and cloud computing technologies could increase these and other operational risks, and any failure by mobile or cloud technology service providers to adequately safeguard their systems could disrupt our operations and result in misappropriation, corruption or loss of confidential or proprietary information.
For many companies, remote and/or hybrid in-office work arrangements have made their network and communication systems more vulnerable to cyberattacks and incursions, and there has been an overall increase in both the frequency and severity of cyber incidents as such vulnerabilities have been exploited. Use of a remote work environment subjects us to heightened risk of cyberattacks, unauthorized access or other privacy or data security incidents, both directly as well as indirectly through third-party intermediaries, service providers and key vendors that have access or other connections to our systems.
Loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients, and subject us to litigation or liability under laws and agreements that protect confidential and personal data, resulting in increased costs and/or loss of revenues. We maintain a cyber insurance policy to help mitigate against certain potential losses relating to information security breaches. However, such insurance may only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount to satisfy such successful claim.
We face substantial competition in all aspects of our business.
The investment management industry is highly competitive, and investors are increasingly fee sensitive. We compete against a large number of investment products offered by other investment management companies, investment dealers, banks and insurance companies, and many institutions we compete with have greater infrastructure and financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, investments in available property assets, distribution capability, scope and quality of services, reputation and the ability to develop and successfully launch new investment strategies and products to meet the changing needs of investors and generate strong returns. In the case of new strategy and product launches (including exchange-traded funds), our lack of available long-term records of prior investment performance, or investment “track records,” may put us at a competitive disadvantage until such records are established. In addition, the investment management industry is facing transformative pressures and trends from a variety of different sources including increased fee pressure; a continued shift away from actively managed equity and fixed income strategies towards alternative, passive and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions developing fewer relationships and partners and reducing the number of investment managers they work with; and increased regulatory activity and scrutiny of many aspects of the investment management industry. Further, advances in technology, including through AI capabilities, automation and digital wealth and distribution tools, as well as growing client interest for enhanced digital interaction with their investment portfolios, may require us to adapt our strategy, business and operations to address these trends and pressures. Our competitive position may weaken if we are unable to meet these client priorities.
Our actively managed investment strategies compete not only against other active strategies but also against similarly positioned passive strategies. Market demand for index funds and other passive strategies, and the broad availability of investment options to meet these demands, reduces opportunities for active managers and may contribute to fee compression. In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price to attract and retain clients. In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service commensurate with the level of fees we charge. To the extent current or potential clients decide to invest in products sponsored by our competitors, the sales of our products as well as our market share, revenue and net income could decline.
The inability to access clients through third-party intermediaries could have a material adverse effect on our business.
A significant portion of the assets we manage is attributable to the distribution of our products through third-party intermediaries. Distribution through such intermediaries may also be integral to the launch and sustained growth of new investment products and strategies. Our ability to distribute our products is highly dependent on access to the client bases and product platforms of international, national and regional securities firms, investment advisory firms, banks, insurance companies, defined contribution plan administrators and other intermediaries, which generally offer competing investment products that could limit the distribution of our products. In recent years, a growing number of these organizations have enhanced their scrutiny of the products available or proposed to be made available on their platforms in connection with various investment strategies, which has in many cases significantly reduced the number of products and asset managers on such platforms. These organizations may also require that we or our products have established, long-term investment “track records” as a condition to placement on their platforms. In addition, our separate account business, subadvisory and model delivery services depend in part on recommendations by consultants, financial planners and other professional advisors, as well as our existing clients.
The structure and terms of the distribution arrangements with intermediaries, including fees or rebates paid by us or our funds to intermediaries to assist with distribution efforts, and the ability of our funds to participate in these intermediary platforms are subject to changes driven by market competition and regulatory developments. Our existing relationships with third-party intermediaries and access to new intermediaries could be adversely affected by continued consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing our investment products, or increased competition to access third-party distribution channels. There can be no assurance that we will be able to gain or retain access to these channels for some or all of our products. Loss of any of these
third-party distribution channels, or changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
Our growth could be adversely affected if we are unable to manage the costs or realize the anticipated benefits associated with the expansion of our business.
Our growth strategy includes the expansion of our business and diversification beyond our existing core products and services. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies, such as our private real estate investment strategy. We also continue to prioritize the expansion of our geographical presence and capabilities as well as product and service offerings outside the U.S. Significant fixed costs and other expenses have been incurred to support the development and launch of new strategies, investment vehicles and products (including exchange-traded funds and rights offerings), to expand the availability and marketability of our existing strategies and products, to grow our potential client base and to enhance our infrastructure, including additional office space, technology, operations and personnel.
Developing and implementing new investment strategies and products may require significant upfront management time and attention, the hiring and retention of highly-compensated personnel and ongoing marketing and other support. Such strategies and products may also require substantial seed capital commitments and other financial resources or obligations, including potential subsidies or advancements of operating expenses for an extended period of time, which may not be recovered in part or at all, any of which may expose us to potential losses. New products often must be in the marketplace for a period of time and undergo a certain amount of asset portfolio construction in order to generate a track record sufficient to attract significant inflows and enable platform placement at key distributors and intermediaries. In addition, launches of new strategies or products, including private real estate investing, and adjustments to existing strategies or products in connection with our growth strategy, may in some cases be based on anticipated legal, regulatory, financial or accounting treatment that may not be realized within the timeframe or in the form expected, or at all.
The success of our business strategy and future growth is contingent upon our ability to continue to support and invest in the development of new strategies and products, to generate sufficient assets under management and fee revenue at the levels and within the timeframe anticipated in order to support the compensation and other costs and expenses underlying such new strategies and products, to expand the availability of our existing strategies and products and to successfully manage multiple offices and navigate legal and regulatory systems both domestically and internationally. The effectiveness of our operations outside the U.S. may also depend in part on our ability to identify, establish, launch, adequately staff and properly license new or alternate international office locations, either opportunistically or in response to regional conditions. The upfront and ongoing costs of adequately supporting our growth and initiatives will have an effect on our operating margin and other financial results.
Changes in market and economic conditions could reduce our assets under management and adversely impact our revenue and profitability.
Changes in market and global economic conditions, including elevated interest rates, volatile equity markets, rapid and unpredictable changes in technology, slowing growth and rising inflation as well as client and governmental policy responses thereto, and geopolitical risks such as regional armed conflicts, trade policy unpredictability, shifting foreign policy positions and alliances and government shutdowns, could adversely affect the value of our assets under management, which would reduce the fees we earn and our revenue.
Investor interest in and the valuation of our real estate investment strategies and preferred securities strategies can be adversely affected by changes in interest rates, particularly if interest rates increase substantially and quickly. Investor redemptions or a decline in the absolute or relative performance or value of such securities, or the attractiveness of portfolios or investment strategies utilizing such securities, would have an adverse effect on the assets we manage and our revenue. In addition, higher interest rates would increase any debt service costs incurred under the Credit Agreement, which bears interest at a variable rate that tracks interest rate changes. Although we may enter into derivative instruments to mitigate the impact of interest rate fluctuations on client assets, there is no assurance that such derivative instruments will be effective.
Our assets under management are concentrated in the U.S., Asia Pacific and European equity markets. Equity securities may decline in value as a result of many global, regional or issuer-specific economic or market factors, including changes in interest rates, inflation, an issuer’s actual or perceived financial condition and growth prospects, investor perception of an industry, geography or sector, changes in currency exchange rates and changes in regulations. In addition, national and international geopolitical risks and events, including the armed conflict between Russia and Ukraine and ongoing conflicts in the Middle East, tensions between the U.S. and China, deglobalization trends and changes in national industrial and trade policies and national elections in countries such as the U.S., Taiwan and India, and recent political and
military developments in Venezuela, have caused and may continue to cause volatility in the global financial markets and economy. Such volatility has led and may continue to lead to the disruption of global supply chains, tariffs, labor shortages, sudden fluctuations in commodity prices and energy costs, greater political instability and the implementation of sanctions and heightened cybersecurity concerns, any or all of which may create severe long-term macroeconomic challenges, limit liquidity opportunities or lead to higher costs. Any declines in the equity markets, or in market segments in which our investment products and strategies are concentrated, could reduce the value of our seed investments and/or our assets under management, revenue and earnings.
Changes related to the development, adoption or implementation of AI technologies may be difficult to anticipate, may occur rapidly and may materially alter competitive dynamics, operating models and cost structures, which may materially reduce market share and levels of demand for products, services or offerings for companies in the sectors in which we invest. Any such company or sector-level disruptions, dislocations, or volatility due to the introduction of AI tools and technologies may negatively affect our investment performance.
In January 2026, the United States undertook military and law-enforcement actions in Venezuela in connection with criminal proceedings against senior Venezuelan officials, including Venezuelan President Nicolás Maduro, and publicly indicated its intent to support a political transition. The resulting geopolitical uncertainty, including the risk of further conflict, civil unrest, sanctions changes and disruption to regional energy and capital markets, may increase volatility in global financial markets and adversely affect economic conditions relevant to our investments.
During 2024 and 2025, the Federal Reserve Board reduced the federal funds rate, which had been raised significantly during 2022 and 2023 to combat rising inflation in the U.S., and while further interest rate reductions remain possible, continued inflationary pressures and elevated interest rates may negatively affect our investment opportunities, the value of our investments and the relative attractiveness of and demand for our strategies, including our preferred securities and fixed income investments and strategies.
Our industry is subject to rapid changes in technology that may alter historical methods of doing business, and technologies we incorporate into our processes may present complex and novel business, compliance and reputational risks.
The financial industry continues to be impacted by innovation, technological changes and changing customer preferences, including the deployment of new technologies based on AI and machine-learning that are becoming increasingly competitive with and may disrupt more traditional business models. If we do not effectively deploy AI technologies or anticipate and adapt to these changes, or if our competitors implement AI technology more quickly or efficiently, our competitive position may suffer, and these impacts would adversely affect our business and financial condition. Our business could also be affected by technological changes in the industries or markets in which we invest that negatively impact the values of assets in which we invest and adversely affect our business and financial condition.
We use AI in our business, operations and investment processes for a variety of reasons, including with the objectives of increasing efficiency, enhancing alpha generation and supporting innovation as we meet clients’ evolving needs and to enable us to compete more effectively, and these technologies have become more important in our operations over time. Our use of these technologies may result in new or expanded risks and liabilities, including due to increasing governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, intellectual property, confidentiality or security risks, such as the unauthorized disclosure of confidential or sensitive data or the development of sophisticated cyberattacks, including deepfakes and social engineering, and reputational harm, as well as other factors that could adversely affect our business and financial condition. In addition, our personnel, third-party intermediaries, service providers and key vendors could improperly utilize AI technologies while carrying out their responsibilities, which could result in a disruption in the use of their systems or services. The use of AI may lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or flaws.
Additionally, our business could be affected by regulatory and legal requirements through new rules and restrictions around technological advancements that could increase the cost of compliance when employing these technological changes. Broad regulatory obligations applicable to AI and machine-learning are uncertain and developing, which heightens the potential risk that such technologies may pose to us. In order to reduce these new and expanded risks and liabilities, we could choose to limit some of our activities related to such technologies, which could harm our funds’ financial performance or increase fund expenses.
Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship, which could have an adverse impact on our revenue.
Our institutional clients, and firms with which we have strategic alliances, may terminate their relationship with us, reduce the amount of assets we manage, shift their assets to other types of accounts with different fee structures or renegotiate the fees we charge them for any number of reasons and with little advance notice, including investment performance, redemptions by beneficial owners of funds we manage or subadvise, actual or perceived competition between the accounts we subadvise and our proprietary investment products, changes in the key members of an investment team, changes in investment strategies, changes in prevailing interest rates and financial market performance. Certain investors in the funds we manage hold their shares indirectly through platforms sponsored by financial institutions that have the authority to make investment and asset allocation decisions on behalf of such investors. Decisions by investors to redeem assets may require selling investments at a disadvantageous time or price, which could negatively affect the amount of our assets under management or our ability to continue to pursue certain investment strategies. In a declining or illiquid market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate. The occurrence of any of these events could have a material adverse effect on our revenue.
A significant portion of our revenue for 2025 was derived from a single institutional client.
As of December 31, 2025, our largest institutional client, Daiwa Asset Management, which held most of its assets in U.S. real estate strategies subadvised by us in Japan, represented approximately 4.5% of total revenue and approximately 8.7% of our total assets under management for 2025. Investor demand for the products we subadvise for this client can be affected by, among other things, actual or anticipated changes in the distributions paid by those products, the strength of the Japanese yen compared to the currencies in which the assets held in those products are denominated, market or economic events and conditions in Japan that may diminish the relative attractiveness of or contribute to investor redemptions in U.S. real estate strategies, the regulatory environment for the Japanese mutual fund market and disruptions in the marketing or distribution of our products caused by global or regional events. Reductions in distribution rates could decrease investor demand for these products, resulting in outflows of assets subadvised by us which would negatively impact our revenue and adversely affect our financial condition.
Regulations restricting the use of commission credits to pay for research may continue to increase our operating expenses.
On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage commission rates. In connection with these transactions and subject to best execution, we receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. Under regulations in the European Union (EU) and U.K., we may continue to eliminate the use of commission credits to pay for research and eligible services for accounts where we have certain obligations within the scope of MiFID II (together with substantially similar national rules of the U.K. and implementing rules and regulations), where our operating expenses then include payment for research and eligible services for these accounts, or use commission credits to pay for research subject to applicable SEC regulations, which would impact our operating expenses.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue.
Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $3.6 billion as of December 31, 2025. To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments. Reducing leverage or liquidating investments during adverse market conditions would reduce the Company’s assets under management and revenue.
Failure to maintain adequate business continuity plans in the event of a catastrophic event could have a material adverse effect on the Company and its products.
Our operations are dependent on our ability to protect our personnel, offices and technology infrastructure againstdamage from catastrophic or business continuity events that could have a significant disruptive effect on our operations. We and our third-party intermediaries, service providers and key vendors could experience a local or regional disaster, such as an epidemic or pandemic, weather event such as an earthquake, flood, hurricane or fire, terrorist attack, security breach, power loss and other failure of technology or telecommunications systems or operations. Events like these could threaten the safety and welfare of our workforce, cause the loss of client data or cause us to experience material adverseinterruptions to our
operations. Infectious illness outbreaks or other adverse public health developments in countries where we or our clients or investors operate, as well as restrictive measures implemented to control such outbreaks, could adversely affect the economies of many nations or the global economy, the financial condition of individual issuers or companies and capital markets, in ways that are not within our control and cannot be foreseen. A sustained decline in the performance of or demand for the portfolios and strategies we manage as a result of negative market, financial and economic conditions caused by catastrophic events could adversely impact our assets under management and the fees we earn, and these conditions could lead us to experience operational issues and interruptions, require us to incur significant additional costs and negatively impact our business.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in a few geographic areas, including New York and New Jersey. Critical operations that are geographically concentrated include portfolio management, trading operations, information technology, data centers, investment administration and portfolio accounting services for our products as well as corporate accounting systems. Should we, or any of our critical service providers, experience a significant local or regional disaster or other significant business disruption, our ability to remain operational will depend in part on the safety and availability of our personnel and our office facilities as well as on the proper functioning of our network, telecommunication and other related systems and operations. We cannot ensure that our backup systems and contingency plans will be adequate under all circumstances or that material interruptions and disruptions will not occur. In addition, we rely to varying degrees on outside vendors for disaster recovery support, and we cannot guarantee that these vendors will be able to perform in an adequate and timely manner. Failure by us or any of our critical service providers to maintain up-to-date business continuity plans, including system backup facilities, would impede our ability to operate in the event of a significant business disruption, which could result in financial losses to the Company and our clients and investors.
We could experience loss of client relationships and other harm to our business if our reputation is impaired.
Our reputation is important to the success of our business. We believe the Cohen & Steers brand has been, and continues to be, well received globally both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, operational failures, errors or unintended consequences associated with our use of AI and machine learning technologies, cyber incidents, negative publicity, the dissemination by current or former clients of unfavorable opinions about our services, changes in key members of an investment team or in our senior management and the imposition of legal or regulatory sanctions or penalties in connection with our business activities. Third-party financial intermediaries, advisors or consultants may remove our investment products from recommended lists due to poor performance or for other reasons.
In addition, we must routinely address and manage actual or potential conflicts of interest, as well as the perception of conflicts of interest, among our disparate business lines and/or among us and our clients, employees and/or affiliates, investment vehicles or joint venture partners. While we have policies, controls and disclosure protocols in place to manage and address actual or potential conflicts of interest, identifying and mitigating conflicts of interest can be complex and subject to regulatory scrutiny. Addressing conflicts of interest is complex and difficult, and we may fail or appear to fail to deal appropriately with such conflicts. Actual, potential or perceived conflicts could give rise to investor or client dissatisfaction, adverse publicity, litigation or regulatory enforcement actions or penalties, any of which may harm our business reputation and reduce the fees we earn and our revenue.
Moreover, environmental, social and governance related activities have been the subject of increased focus by certain investors, legislators and regulators in the asset management industry, and an inability to meet applicable requirements or expectations may adversely impact our reputation and business. If our reputation is harmed, existing clients and investors may reduce amounts held in, or withdraw entirely from, funds or accounts that we manage, or funds or accounts may terminate their relationship with us. In addition, reputational harm may cause us to lose current employees and we may be unable to attract new ones with similar qualifications or skills, which could negatively affect our operations. If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be affected, and the loss of client relationships could reduce our assets under management, revenue and earnings.
We depend on third parties for services that are important to our business and the failure of a key vendor to fulfill its obligations to the Company could have a material adverse effect on the Company and its products.
We depend on a number of key vendors for various fund administration, fund and corporate accounting, custody and transfer agent services, information technology services, market data and other operational needs. The failure or inability of the Company to establish backup for key services or the failure of any key vendor to fulfill its obligations for any reason,
including those that may be beyond our or such vendor’s control, could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.
Risks Related to our Common Stock
A significant portion of our common stock is owned or controlled by our Executive Chairman and our Board Chairman and their respective family members, which may limit the ability of other stockholders to influence the affairs of the Company.
As of December 31, 2025, Robert H. Steers, our current Executive Chairman, and a member of his family held approximately 23.4% of our common stock and Martin Cohen, our current Chairman of the board of directors (our “Board Chairman”), and a member of his family held approximately 17.7% of our common stock. Such levels of ownership or control create the ability to meaningfully influence, among other things:
• the election of members of our board of directors, thereby indirectly influencing the management and affairs of the Company;
• the outcome of matters submitted to a vote of our stockholders; and
• any unsolicited acquisition of us and, consequently, potentially adversely affect the market price of our common stock or prevent our stockholders from realizing a premium on their shares.
The interests of one or more of such persons may differ from those of other stockholders in instances where, for example, management compensation is being determined or where an unsolicited acquisition of us could result in a change in our management. The concentration of beneficial ownership in such persons may limit the ability of our other stockholders to influence the affairs of the Company.
We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future.
Although we have a long history of paying cash dividends, there is no guarantee or requirement that we pay cash dividends in the future. Our dividend policy may change at any time without notice to our stockholders. The declaration and amount of any future dividends will be at the discretion of our board of directors and in accordance with applicable law and only after taking into account various factors that our board of directors deems relevant, including our financial condition, results of operations, cash flows and liquidity, debt service and repayment obligations, current and anticipated cash needs and capital requirements, and potential alternative uses of cash. As a result, we cannot assure you that we will pay dividends at any rate or at all.
A sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and the issuance of additional shares will dilute your percentage ownership in the Company.
A sale of a substantial number of shares of our common stock in the public market, or the perception that such sale may occur, could adversely affect the market price of our common stock. Our current Executive Chairman and our Board Chairman, together with certain of their respective family members, held 11,958,912 shares and 9,016,077 shares, respectively, of our common stock as of December 31, 2025. Any of such persons may sell shares of our common stock, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
In connection with our initial public offering in 2004, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our current Executive Chairman, Robert H. Steers and our current Board Chairman, Martin Cohen, and certain trust entities controlled by certain of their respective family members that requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances. In May 2024, we filed a Registration Statement on Form S-3 covering (i) the resale of up to an aggregate of 21,065,378 shares owned or controlled by our Executive Chairman and our Board Chairman and certain other persons and (ii) the offer and sale of an indeterminate number of shares by us to the public. The sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and any additional shares that we issue will dilute your percentage ownership in the Company.
Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain certain anti-takeover provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with our board of directors. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s common stock. Certain of these provisions allow the Company to issue preferred stock with rights more senior to those of our common stock, impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions and set forth rules about how stockholders may present proposals or nominate directors for election at annual meetings.
We believe these provisions protect our stockholders from coercive or other unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess acquisition proposals. However, these provisions apply even if an acquisition proposal may be considered beneficial by some stockholders and could have the effect of delaying or preventing an acquisition. In the event that our board of directors determines that a potential business combination transaction would be beneficial to the Company and its stockholders, such stockholders may elect to sell their shares in the Company and the trading price of our common stock could decrease.
Legal and Regulatory Risks
We may be adversely impacted by legal and regulatory changes in the U.S. and internationally.
We operate in a highly regulated industry and are subject to new regulations and revisions to, and evolving interpretations of, existing regulations in the U.S. and internationally. In recent years, regulators in the U.S. and abroad have increased oversight of the financial services industry, which may result in and have resulted in regulation that increases the Company’s cost of conducting its business and maintaining its global compliance standards and may limit or change and has influenced the Company’s current or prospective business.
U.S. regulatory agencies have proposed and adopted multiple regulations that could impact and have impacted the mutual fund industry. Potential upcoming regulations and/or rules and amendments could, among other things, restrict the funds we manage from engaging in certain transactions, impact flows and/or increase expenses as well as compliance costs. Further, new regulations or interpretations of existing laws have resulted in, and may continue to result in, enhanced disclosure obligations, including with respect to cybersecurity, insider trading and climate change, sustainability risks or other environmental, social and governance matters, which could negatively affect us or materially increase our regulatory burden. At the same time, regulators and legislators have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including the enactment or proposal of “anti-ESG” legislation or policies. These opposing views may also be adopted by our investors. Conflicting regulations and a lack of harmonization of environmental, social or legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and could increase our costs if new laws require us to spend more time, hire additional personnel, or purchase new technology to comply effectively.
While a majority of our operations take place in the U.S., we maintain offices internationally. Regulators in the non-U.S. jurisdictions in which we operate could change their laws or regulations, or their interpretation or enforcement of existing laws and regulations, in a manner that might restrict or otherwise impede our ability to operate in their respective markets. Additionally, we operate under a number of exemptions in some non-U.S. jurisdictions and should regulators or legislators alter those exemptions, this could lead to an interruption in services we provide or in additional operating costs to comply with new obligations.
Specifically, for example, in Europe, rules and regulations under Undertakings for the Collective Investment in Transferable Securities (UCITS) regulatory framework, MiFID II and MiFIR, along with substantially similar national rules of the U.K. and implementing rules and regulations, have had, and will continue to have, direct and indirect effects on our operations in Europe, including increased costs for investment research and increased compliance, disclosure, reporting and other obligations.
There has also been an increase in data and privacy regulations globally. In addition to the EU’s General Data Protection Regulation (GDPR), U.S. state data breach and privacy legislation, including the California Consumer Privacy Act and similar laws being adopted in various states, and Japan’s Personal Information Protection Law have come into effect requiring us to comply with stringent requirements, and we expect that there will be further regulation and legislation that will come into effect in the future that will require us to comprehensively review our systems and processes and may result in additional costs.
The U.K.’s exit from the EU in 2020 (referred to as Brexit) may continue to disrupt our business operations and impact our reported financial results as well as the liquidity and value of our investments and fund distribution. CSUK’s ability to market and provide its services or serve as a distributor of financial products within the EU could be restricted temporarily or in the long term as a result of Brexit and a divergence from the EU regulatory regime. While we believe it is in the best interests of counterparties and regulators to cooperate and recognize firms, services and products based in the respective jurisdictions, we cannot guarantee that counterparties or regulators will cooperate or the timeliness of their cooperation.
In addition, regulations restricting the use of commission credits to pay for research may continue to increase, our operating expenses. See “Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses.”
Although the full extent of the foregoing regulatory changes is still unclear, they may affect our business operations and increase our operating expenses.
Our involvement in legal proceedings could adversely affect our results of operations and financial condition.
Many aspects of our business involve risks of legal liability. Claimsagainst us may arise in the ordinary course of business, including employment-related claims, and from time to time, we have and may continue to receive subpoenas or other requests for information or similar correspondence from various U.S. and non-U.S. governmental or regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or proceedings. In addition, certain funds we manage may become subject to lawsuits, any of which could potentially impact the investment returns of the applicable fund.
We carry insurance in amounts and under terms that we believe are appropriate to cover potential liabilities related to litigation. However, we cannot guarantee that our insurance will cover all liabilities and losses to which we may be exposed, or that our insurance policies will continue to be available at acceptable terms and fees. As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income.
Regulations restricting the use of commission credits to pay for research may increase our operating expenses.
On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage commission rates. In connection with these transactions and subject to best execution, we receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers. Evolving market practices and regulatory changes in the various jurisdictions in which we operate may impact the amount of commission credits we generate or our ability to use commission credits to pay for eligible research and services which could increase our operating expenses and negatively impact net income.
The tax treatment of our Company and certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of certain of our funds depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. U.S. federal income tax rules are constantly under review by the U.S. Department of the Treasury – Internal Revenue Service, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. Ongoing changes to U.S. federal income tax laws and interpretations thereof could also cause us to change our investments and commitments, affect the tax considerations of an investment in us and our funds and change the character or treatment of portions of our income. In addition, the Company may be required to make certain assumptions when electing a particular tax treatment. It is possible that the Internal Revenue Service could assert successfully that the assumptions made by us do not satisfy the technical requirements of the Internal Revenue Code and/or Treasury Regulations and could require items of income, gain, deduction, loss or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects us and our clients.
Changes in tax legislation or policies could materially impact our financial position and results of operations.
Corporate tax reform and tax transparency continue to be high priorities in many jurisdictions. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation has been, and will likely continue to be, proposed or enacted in a number of jurisdictions in which we operate. Tax authorities may disagree with certain positions we have taken, which may result in the assessment of additional taxes and could have a material effect on our financial condition.
Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as
the Company, we, us or our.
The following discussion includes a comparison of our results for 2025 and 2024. For a comparison of our results for 2024 and 2023, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025, and is incorporated herein by reference .
Executive Overview
General
We are a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
Refer to Part I. Item 1 Business Overview for an overview of our business.
Macroeconomic Environment
Global economic conditions remained volatile throughout 2025, with heightened uncertainty persisting into the fourth quarter. Fiscal policy shifts, evolving monetary strategies, and ongoing trade tensions continued to shape the macroeconomic landscape. Key developments included the passage of new U.S. tax legislation, the Federal Reserve’s initiation of an interest rate cutting cycle, historically large revisions to economic data, and the longest U.S. government shutdown on record. These factors, combined with diverging policy responses across major economies, influenced investor sentiment and drove significant asset flows across regions and sectors. Central banks remained focused on balancing inflation risks against mounting evidence of slowing growth, while elevated trade and policy uncertainty added further complexity to the operating environment.
Despite these challenges, we maintained our disciplined approach, leveraging our portfolio management expertise and robust risk management framework. Our continued emphasis on prudent cost control and operational efficiency has positioned us to navigate this complex environment and adapt to evolving market conditions.
Investment Performance as of December 31, 2025
(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.
Below is a discussion of our assets under management as of December 31, 2025. For additional details, please refer to the tables on pages 24 - 27.
Assets under management as of December 31, 2025 increased 5.5% to $90.5 billion from $85.8 billion as of December 31, 2024. The increase was due to net inflows of $1.5 billion and market appreciation of $6.1 billion, partially offset by distributions of $2.9 billion.
Open-end funds
Assets under management in open-end funds as of December 31, 2025 increased 6.0% to $43.4 billion from $41.0 billion as of December 31, 2024. The change was primarily due to:
• Net inflows of $1.7 billion including $1.2 billion into U.S. real estate, $354 million into real assets multi-strategy (included in "Other") and $333 million into global listed infrastructure, partially offset by net outflows of $582 million from preferred securities;
• Market appreciation of $2.4 billion including $862 million from U.S. real estate, $814 million from preferred securities and $295 million from global/international real estate; and
• Distributions of $1.6 billion including $765 million from U.S. real estate and $524 million from preferred securities, of which $1.1 billion was reinvested and included in net flows.
Institutional accounts
Assets under management in institutional accounts as of December 31, 2025 increased 4.5% to $35.1 billion from $33.6 billion as of December 31, 2024. The change was primarily due to:
Advisory accounts:
• Net outflows of $324 million including $316 million from real assets multi-strategy (included in "Other"); and
• Market appreciation of $1.8 billion including $702 million from global/international real estate, $522 million from global listed infrastructure and $310 million from U.S. real estate.
Subadvisory accounts:
• Net outflows of $417 million including $776 million from U.S. real estate and $308 million from global/international real estate, partially offset by net inflows of $709 million into global listed infrastructure;
• Market appreciation of $1.0 billion including $458 million from global/international real estate, $286 million from global listed infrastructure and $269 million from U.S. real estate; and
• Distributions of $667 million including $638 million from U.S. real estate.
Closed-end funds
Assets under management in closed-end funds as of December 31, 2025 increased 6.7% to $12.0 billion from $11.3 billion as of December 31, 2024. The change was primarily due to:
• Net inflows of $621 million including $513 million attributable to the Cohen & Steers Infrastructure Fund, Inc. (UTF) rights offering, including leverage;
• Market appreciation of $775 million including $383 million from global listed infrastructure and $227 million from preferred securities; and
• Distributions of $638 million including $227 million from U.S. real estate and $199 million from preferred securities.
Assets Under Management
By Investment Vehicle
(in millions)
Years Ended December 31,
Open-end Funds
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Institutional Accounts
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Closed-end Funds
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Total increase (decrease)
Assets under management, end of period
Average assets under management
Total
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Total increase (decrease)
Assets under management, end of period
Average assets under management
Assets Under Management - Institutional Accounts
By Account Type
(in millions)
Years Ended December 31,
Advisory
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Subadvisory
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Total Institutional Accounts
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Assets Under Management
By Investment Strategy
(in millions)
Years Ended December 31,
U.S. Real Estate
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Preferred Securities
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Global/International Real Estate
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Assets Under Management
By Investment Strategy - continued
(in millions)
Years Ended December 31,
Global Listed Infrastructure
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Other
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Transfers
Total increase (decrease)
Assets under management, end of period
Average assets under management
Total
Assets under management, beginning of period
Inflows
Outflows
Net inflows (outflows)
Market appreciation (depreciation)
Distributions
Total increase (decrease)
Assets under management, end of period
Average assets under management
Summary of Operating Results
(in thousands, except percentages and per share data)
Years Ended December 31,
U.S. GAAP
Revenue
Expenses
Operating income
Net income attributable to common stockholders
Diluted earnings per share
Operating margin
As Adjusted (1)
Net income attributable to common stockholders
Diluted earnings per share
Operating margin
(1) Refer to pages 31-32 for reconciliations of U.S. GAAP to as adjusted results.
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024
Revenue
(in thousands)
Years Ended December 31,
$ Change
% Change
Investment advisory and administration fees
Open-end funds
Institutional accounts
Closed-end funds
Total
Distribution and service fees
Other
Total revenue
Investment advisory and administration revenue increased from the year ended December 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 annual effective fee rate of 67.4 bps and 66.0 bps for the years ended December 31, 2025 and 2024, respectively.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annual effective fee rate of 38.8 bps and 38.5 bps for the years ended December 31, 2025 and 2024, respectively. Excluding performance fees of $1.7 million and $1.4 million, the implied annual effective fee rate would have been 38.3 bps and 38.1 bps for the years ended December 31, 2025 and 2024, respectively.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annual effective fee rate of 89.2 bps and 88.7 bps for the years ended December 31, 2025 and 2024, respectively.
Distribution and service fees increased from the year ended December 31, 2024, primarily due to higher average assets under management in U.S. open-end funds, partially offset by a shift into lower fee paying share classes.
Expenses
(in thousands)
Years Ended December 31,
$ Change
% Change
Employee compensation and benefits
Distribution and service fees
General and administrative
Depreciation and amortization
Total expenses
Employee compensation and benefits increased from the year ended December 31, 2024, primarily due to higher incentive compensation of $8.7 million and an increase in salaries of $2.2 million, partially offset by lower amortization of restricted stock units of $6.3 million.
Distribution and service fees expense increased from the year ended December 31, 2024, primarily due to $9.9 million of expenses related to the UTF rights offering and higher average assets under management in U.S. open-end funds.
General and administrative expenses increased from the year ended December 31, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds totaling $3.5 million, increased talent acquisition costs of $2.0 million, and fund organization cost related to the UTF rights offering of $1.5 million.
Operating Margin
Operating margin for the year ended December 31, 2025 decreased to 32.0% from 33.4% for the year ended December 31, 2024. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
(in thousands)
Year Ended December 31, 2025
Consolidated
Funds (1)
Corporate -
Seed and Other
Total
Interest and dividend income
Gain (loss) from investments—net
Foreign currency gain (loss)—net
Total non-operating income (loss)
Net (income) loss attributable to noncontrolling interests
Non-operating income (loss) attributable to the Company
(in thousands)
Year Ended December 31, 2024
Consolidated
Funds (1)
Corporate -
Seed and Other
Total
Interest and dividend income
Gain (loss) from investments—net
Foreign currency gain (loss)—net
Total non-operating income (loss)
Net (income) loss attributable to noncontrolling interests
Non-operating income (loss) attributable to the Company
(1) Represents seed investments in funds that we are required to consolidate under U.S. GAAP.
Income Taxes
A reconciliation of the Company’s statutory federal income tax rate to the effective income tax rate is summarized in the following table:
Years Ended December 31,
U.S. federal statutory tax rate
State and local income taxes, net of federal benefit
Nontaxable or nondeductible items:
Nondeductible executive compensation
Excess tax benefits related to the vesting and delivery of restricted stock units
Changes in unrecognized tax benefits
Valuation allowance
Foreign tax effects
Effect of cross-border tax laws
Effect of changes in tax laws or rates
Other
Effective income tax rate
* Percentage rounds to less than 0.1%
Reconciliations of U.S. GAAP to As Adjusted Financial Results
Management believes that use of the following as adjusted (non-GAAP) financial results provides greatertransparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports that are used in evaluating its business. 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
Years Ended December 31,
(in thousands, except per share data)
Net income attributable to common stockholders, U.S. GAAP
Seed investments—net (1)
Accelerated vesting of restricted stock units
Lease transition and other costs - 280 Park Avenue (2)
Fund launch and rights offering costs
Other non-recurring expenses (3)
Foreign currency exchange (gains) losses—net (4)
Tax effects of adjustments above
Tax effects of discrete tax items (5)
Net income attributable to common stockholders, as adjusted
Diluted weighted average shares outstanding
Diluted earnings per share, U.S. GAAP
Seed investments—net (1)
Accelerated vesting of restricted stock units
Lease transition and other costs - 280 Park Avenue (2)
Fund launch and rights offering costs
Other non-recurring expenses (3)
Foreign currency exchange (gains) losses—net (4)
Tax effects of adjustments above
Tax effects of discrete tax items (5)
Diluted earnings per share, as adjusted
* 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 for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024.
(4) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain international subsidiaries.
(5) Includes excess tax benefits related to the vesting and delivery of restricted stock units and unrecognized tax benefit adjustments.
Revenue, Expenses, Operating Income and Operating Margin
Years Ended December 31,
(in thousands, except percentages)
Revenue, U.S. GAAP
Fund related amounts (1)
Revenue, as adjusted
Expenses, U.S. GAAP
Fund related amounts (1)
Accelerated vesting of restricted stock units
Lease transition and other costs - 280 Park Avenue (2)
Fund launch and rights offering costs
Other non-recurring expenses (3)
Expenses, as adjusted
Operating income, U.S. GAAP
Fund related amounts (1)
Accelerated vesting of restricted stock units
Lease transition and other costs - 280 Park Avenue (2)
Fund launch and rights offering costs
Other non-recurring expenses (3)
Operating income, as adjusted
Operating margin, U.S. GAAP
Operating margin, as adjusted
(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 for the year ended December 31, 2025, and the impact of incremental expenses associated with the separation of certain employees for the year ended December 31, 2024.
Non-operating Income (Loss)
Years Ended December 31,
(in thousands)
Non-operating income (loss), U.S. GAAP
Seed investments—net (1)
Foreign currency exchange (gains) losses—net (2)
Non-operating income (loss), as adjusted
(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 international subsidiaries.
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)
December 31,
December 31,
Cash and cash equivalents
U.S. Treasury securities
Liquid seed investments—net
Other current assets
Current liabilities
Net liquid assets
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 include securities held directly for the purpose of establishing performance track records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests and seed investments in funds that are not consolidated.
Other current assets
Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis as of December 31, 2025, no allowance for uncollectible accounts was required.
Current liabilities
Current liabilities include accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable and certain other liabilities and accrued expenses.
Future liquidity needs
Our business may become capital intensive over time to support growth initiatives. 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 additional financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029.
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $74.3 million remained unfunded as of December 31, 2025. The timing for funding the remaining portion of our commitments is uncertain.
Cash flows
Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
The table below summarizes our cash flows:
Years Ended December 31,
(in thousands)
Cash Flow Data:
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Effect of foreign exchange rate changes on cash and cash equivalents
Cash and cash equivalents, beginning of the period
Cash and cash equivalents, end of the period
In 2025, cash and cash equivalents, excluding the effect of foreign exchange rate changes, decreased by $38.3 million when compared with 2024. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities was $120.4 million, which included net purchases of investments by consolidated funds of $319.1 million. Net cash provided by investing activities was $8.4 million. Net cash provided by financing activities was $73.8 million, including net contributions from noncontrolling interests of $228.7 million, partially offset by dividends paid to stockholders of $126.9 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $28.4 million.
Contractual Obligations, Commitments and Contingencies
The following table summarizes our contractual obligations as of December 31, 2025:
(in thousands)
Thereafter
Total
Operating leases
Purchase obligations (1)
Total
(1) Represents contracts that are either noncancellable or cancellable with a penalty. Our obligations primarily reflect information technology equipment, software licenses and standard service contracts for market data.
Investment commitments
Refer to Note 14, Commitments and Contingencies , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing for further discussion.
Dividends
Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flows and liquidity, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
On February 26, 2025, we declared a quarterly dividend on our common stock in the amount of $0.67 per share. This dividend will be payable o n March 19, 2026 to stockholders of record at the close of business on March 9, 2026 .
Net Capital Requirements
Several of our subsidiaries are subject to minimum net capital requirements by local laws and regulations. As of December 31, 2025, each of our subsidiaries subject to a minimum net capital requirement satisfied the applicable requirement. See Note 12, Regulatory Requirements , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing.
Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.
Our significant accounting policies are disclosed in Note 2, Summary of Significant Accounting Policies , in the notes to the consolidated financial statements included in Part IV, Item 15 of this filing and should be read in conjunction with the summarized information below. Management considers the following accounting estimates critical to an informed review of our consolidated financial statements as they require management to make certain judgments about matters that may be uncertain at the time the estimates were determined.
Valuation of Investments
There is no established market for private real estate investments, and there may not be any comparable public market valuations. As a result, the valuation of a private real estate investment may be based on subjective information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.
We have retained an independent valuation services firm to assist in the determination of the fair value of certain of our private real estate investments. Each real property investment is valued no less than quarterly in accordance with the applicable governing documents. Limited partnerships that hold real property investments are valued using the valuation methodology we deem most appropriate and consistent with industry best practices and market conditions. We expect the primary methodology used to value real property investments will be the income approach, whereby value is derived by determining the present value of an asset’s expected stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors. Other methodologies that may also be used to value a real property investment include, among other approaches, sales comparisons and cost approaches. We monitor the real property investments for events that we believe could have a material impact on the most recent estimated fair values of such real property investments.
Income Taxes
We operate globally through our subsidiaries and therefore must allocate our income, expenses, and earnings considering various laws and regulations. Our tax provision represents an estimate of the total liability that we have incurred as a result of our global operations. The determination of our annual provision is subject to judgments and estimates and the actual results included in our annual tax returns may vary from the amounts reported in our consolidated financial statements. Accordingly, we recognize additions to, or reductions from, income tax expense as our estimated liabilities are revised, actual tax returns are filed and audits, if any, are settled. Such adjustments are recognized in the quarterly period in which they are determined.
In addition, we record current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. We record a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years.
The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in several jurisdictions across our global operations. In accordance with Accounting Standards Codification ( Topic 740, Income Taxes (ASC 740), a tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of these uncertainties, the ultimate resolution may differ from our current estimate of the unrecognized tax benefit liabilities. These differences are reflected as increases or decreases in income tax expense in the period in which new information becomes available.
Recently Issued Accounting Pronouncements
See discussion of Recently Issued Accounting Pronouncements in Note 2 of the consolidated financial statements included in Part IV, Item 15 of this filing.
