Cohen & Steers, Inc.: Form 10-Q for the period ended Jun 30, 2025

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2025 and 2024. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Executive Overview

General

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

Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios. During the first quarter of 2025, we launched our first active exchange traded funds (ETFs).

Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.

Our revenue from the wealth channel is derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions to or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.

Macroeconomic Environment

During the second quarter of 2025, global markets remained subject to ongoing macroeconomic uncertainty and heightened geopolitical tensions. Central banks in major economies continued to evaluate the trade-off between persistent inflationary pressures and signs of moderating economic growth, contributing to evolving expectations regarding the future path of interest rates. These dynamics contributed to elevated market volatility and shifting investor sentiment, impacting asset flows across regions and sectors.

Despite these challenges, we maintained our disciplined approach, leveraging our portfolio management expertise and robust risk management framework. We believe our continued focus on prudent cost control and operational efficiency positions us to navigate this complex environment and adapt to evolving market conditions.

Recently Enacted Tax Legislation

On July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (the Act), which became effective during the third quarter of fiscal year 2025. We are currently evaluating the impact of the Act; however, we do not expect the legislation to have a material impact on our consolidated financial statements and related disclosures.

Investment Performance at June 30, 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.

(2) © 2025 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at June 30, 2025. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Assets Under Management

Below is a discussion of our assets under management for the quarter ended June 30, 2025. For additional details, please refer to the tables on pages 19 - 22.

Assets under management at June 30, 2025 increased 10.2% to $88.9 billion from $80.7 billion at June 30, 2024.

Open-end funds

Assets under management in open-end funds at June 30, 2025 increased 14.7% to $43.0 billion from $37.5 billion at June 30, 2024. Activity during the six months ended June 30, 2025 included:

• Net inflows of $870 million including $580 million into U.S. real estate
• Market appreciation of $1.8 billion including $1.1 billion from U.S. real estate and $310 million from preferred securities
• Distributions of $719 million including $366 million from U.S. real estate and $256 million from preferred securities, of which $537 million was reinvested and included in net flows

Institutional accounts

Assets under management in institutional accounts at June 30, 2025 increased 6.7% to $34.4 billion from $32.2 billion at June 30, 2024. Activity during the six months ended June 30, 2025 included:

Advisory accounts:

• Net outflows of $520 million including $297 million from global/international real estate
• Market appreciation of $1.3 billion including $566 million from global/international real estate and $316 million from U.S. real estate

Subadvisory accounts:

• Net outflows of $365 million including $503 million from U.S. real estate, partially offset by net inflows of $248 million into global listed infrastructure
• Market appreciation of $750 million including $358 million from global/international real estate and $212 million from U.S. real estate
• Distributions of $335 million including $326 million from U.S. real estate

Closed-end funds

Assets under management in closed-end funds at June 30, 2025 increased 5.0% to $11.6 billion from $11.0 billion at June 30, 2024. Activity during the six months ended June 30, 2025 included:

• Net inflows of $106 million including $104 million into global listed infrastructure
• Market appreciation of $501 million including $248 million from global listed infrastructure and $119 million from U.S. real estate
• Distributions of $308 million including $105 million from U.S. real estate and $99 million from preferred securities

Assets Under Management

By Investment Vehicle

(in millions)

19

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

20

Assets Under Management

By Investment Strategy

(in millions)

21

Assets Under Management

By Investment Strategy - continued

(in millions)

22

Summary of Operating Results

(in thousands, except percentages and per share data)

(1) Refer to pages 28-29 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Revenue

(in thousands)

Investment advisory and administration fees increased from the three months ended June 30, 2024, primarily due to higher average assets under management.

Total investment advisory and administration fees from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.3 bps and 65.6 bps for the three months ended June 30, 2025 and 2024, respectively. The increase in the implied annualized effective fee rate is primarily due to a shift in the mix of assets

under management.

Total investment advisory fees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.9 bps and 38.3 bps for the three months ended June 30, 2025 and 2024, respectively.

Total investment advisory and administration fees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.1 bps and 88.4 for the three months ended June 30, 2025 and 2024, respectively.

Distribution and service fees increased from the three months ended June 30, 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)

Employee compensation and benefits increased from the three months ended June 30, 2024, primarily due to higher

incentive compensation of $5.9 million, partially offset by lower amortization of restricted stock units of $1.3 million and lower severance of $1.6 million.

Distribution and service fees increased from the three months ended June 30, 2024, primarily due to higher average assets under management in U.S. open-end funds.

General and administrative expenses increased from the three months ended June 30, 2024, primarily due to higher expenses paid on behalf of certain Company-sponsored funds totaling $951,000, increased talent acquisition costs of $642,000 and higher sponsorship and business development-related expenses of $638,000.

Operating Margin

Operating margin for the three months ended June 30, 2025 increased to 31.8% from 31.5% for the three months ended June 30, 2024. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)

(in thousands)

(1) Represents seed investments in funds that we are required to consolidate under U.S. GAAP.

A reconciliation of the Company’s statutory federal income tax rate to the effective income tax rate is summarized in the following table:

* Percentage rounds to less than 0.1%.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Revenue

(in thousands)

Investment advisory and administration fees increased from the six months ended June 30, 2024, primarily due to higher average assets under management.

Total investment advisory and administration fees from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.4 bps and 65.9 bps for the six months ended June 30, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets

under management.

Total investment advisory fees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.9 bps and 38.1 bps for the six months ended June 30, 2025 and 2024, respectively.

Total investment advisory and administration fees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.1 bps and 88.6 bps for the six months ended June 30, 2025 and 2024, respectively.

Distribution and service fees increased from the six months ended June 30, 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)

Employee compensation and benefits increased from the six months ended June 30, 2024, primarily due to higher

incentive compensation of $9.6 million, partially offset by lower amortization of restricted stock units of $3.6 million.

Distribution and service fees increased from the six months ended June 30, 2024, primarily due to higher average assets under management in U.S. open-end funds.

General and administrative expenses increased from the six months ended June 30, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds totaling $1.7 million, increased talent acquisition costs of $1.1 million and higher sponsorship and business development-related expenses of $974,000.

Operating Margin

Operating margin for the six months ended June 30, 2025 increased to 32.7% from 32.2% for the six months ended June 30, 2024.

Non-operating Income (Loss)

(in thousands)

(in thousands)

(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:

27

Reconciliations of U.S. GAAP to As Adjusted Financial Results

Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports which are used in evaluating its business. While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

(in thousands, except per share data)

* 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 six months ended June 30, 2025, and the impact of incremental expenses associated with the separation of certain employees for the three and six months ended June 30, 2024.

(4) Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

(5) Includes excess tax benefits related to the vesting and delivery of restricted stock units and unrecognized tax benefit adjustments.

Reconciliations of U.S. GAAP to As Adjusted Financial Results

Revenue, Expenses, Operating Income and Operating Margin

(in thousands, except percentages)

(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 six months ended June 30, 2025, and the impact of incremental expenses associated with the separation of certain employees for the three and six months ended June 30, 2024.

Non-operating Income (Loss)

(in thousands)

(1) Represents the impact of consolidated funds and the net effect of corporate seed investment performance.

(2) Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

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)

Cash and cash equivalents

Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into cash.

U.S. Treasury securities

U.S. Treasury securities, recorded at fair value, are directly issued by the U.S. government and were classified as trading investments.

Liquid seed investments—net

Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments are primarily securities held directly for the purpose of establishing performance records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at June 30, 2025, no allowance for uncollectible accounts was required.

Current liabilities

Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable and certain other liabilities and accrued expenses.

Future liquidity needs

Our business may become capital intensive over time to support growth initiatives. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with product offerings, and making various investments to grow our firm infrastructure as our business scales. In order to provide us with additional financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026.

We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $64.1 million remained unfunded as of June 30, 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:

(in thousands)

Cash and cash equivalents decreased by $88.8 million, excluding the effect of foreign exchange rate changes, for the six months ended June 30, 2025. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities was $176.6 million, which

included net purchases of investments within consolidated funds of $242.2 million, including $54.3 million of our seed investments into the ETFs. Net cash provided by investing activities was $4.5 million. Net cash provided by financing activities was $83.3 million, including net contributions from noncontrolling interests of $172.7 million, partially offset by dividends paid to stockholders of $63.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.6 million.

Contractual Obligations, Commitments and Contingencies

Contractual Obligations

The Company’s material contractual obligations, commitments and contingencies at June 30, 2025 include operating leases, investment commitments, and purchase obligations. As of June 30, 2025, there have been no material changes to our contractual obligations from our Annual Report on Form 10-K for the year ended December 31, 2024 other than the items described below.

Investment Commitments

We have committed to invest up to a total of $175.0 million in certain of our investment vehicles. Refer to Note 11, Commitments and Contingencies, in the notes to the condensed consolidated financial statements included in Part I of this filing for further discussion.

Dividends

Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our results of operations and financial condition, cash flow and liquidity, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.

On July 31, 2025, we declared a quarterly dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on August 21, 2025 to stockholders of record at the close of business on August 11, 2025.

Critical Accounting Estimates

A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes to the Company’s critical accounting estimates for the three months ended June 30, 2025.

In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates, securities markets and other general economic conditions including inflation, which may have an adverse impact on the value of our assets under management and our seed investments. The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue may change.

The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The market conditions for these offerings may not be favorable in the future, which could adversely impact our ability to grow the assets we manage. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage to maintain target leverage ratios, thereby increasing or decreasing the assets we manage and the associated revenue.

Seed investments

Our seed investments included both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles and our seed investment in CNSREIT for which there may be contractual restrictions on redemption.

Our seed investments are subject to market risk. We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of June 30, 2025 (in thousands):

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

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