Part I. Financial Information This section presents the Company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including the statements of financial condition, operations, comprehensive income, changes in stockholders' equity, and cash flows, along with their accompanying notes. Key financial metrics show an increase in total assets and stockholders' equity, alongside growth in revenue and net income for both the three and six months ended June 30, 2025, compared to the prior year Condensed Consolidated Statements of Financial Condition (Unaudited) This section provides a snapshot of the Company's assets, liabilities, and equity at specific points in time Condensed Consolidated Statements of Financial Condition (Unaudited) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total assets | $751,023 | $812,366 | | Total liabilities | $208,702 | $237,463 | | Redeemable noncontrolling interests | $1,250 | $53,460 | | Total stockholders' equity | $541,071 | $521,443 | - Total assets decreased by $61.3 million from December 31, 2024, to June 30, 2025, while total liabilities decreased by $28.7 million. Total stockholders' equity increased by $19.6 million11 Condensed Consolidated Statements of Operations (Unaudited) This section details the Company's revenues, expenses, and net income over specific periods Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total revenue | $136,126 | $121,721 | $270,593 | $244,431 | | Total expenses | $92,799 | $83,319 | $182,068 | $165,764 | | Operating income | $43,327 | $38,402 | $88,525 | $78,667 | | Net income attributable to common stockholders | $36,849 | $31,771 | $76,627 | $65,775 | | Basic EPS | $0.72 | $0.63 | $1.50 | $1.32 | | Diluted EPS | $0.72 | $0.63 | $1.49 | $1.31 | - Total revenue increased by 11.8% for the three months ended June 30, 2025, and by 10.7% for the six months ended June 30, 2025, compared to the respective prior periods. Net income attributable to common stockholders increased by 16.0% for the three-month period and 16.5% for the six-month period13 Condensed Consolidated Statements of Comprehensive Income (Unaudited) This section presents net income and other comprehensive income components, reflecting total changes in equity from non-owner sources Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income attributable to common stockholders | $36,849 | $31,771 | $76,627 | $65,775 | | Foreign currency translation gain (loss) | $3,965 | $(184) | $6,067 | $(1,166) | | Total comprehensive income attributable to common stockholders | $40,814 | $31,587 | $82,694 | $64,609 | - Total comprehensive income attributable to common stockholders increased by 29.2% for the three months ended June 30, 2025, and by 28.0% for the six months ended June 30, 2025, primarily driven by net income growth and a significant foreign currency translation gain in 202517 Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) This section outlines the changes in the Company's equity accounts over a period, including net income, dividends, and stock transactions Key Changes in Stockholders' Equity (Six Months Ended June 30, 2025 vs. January 1, 2025) | Item | January 1, 2025 (in thousands) | June 30, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :--------------------------- | | Common Stock | $575 | $582 | | Additional Paid-In Capital | $943,281 | $968,684 | | Accumulated Deficit | $(129,339) | $(117,510) | | Accumulated Other Comprehensive Loss | $(10,025) | $(3,958) | | Treasury Stock | $(292,781) | $(319,297) | | Total Stockholders' Equity | $521,443 | $541,071 | - For the six months ended June 30, 2025, total stockholders' equity increased by $19.6 million. Significant activities included net income of $76.6 million, dividends of $64.8 million, and treasury stock repurchases of $26.6 million22 Condensed Consolidated Statements of Cash Flows (Unaudited) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------ | :-------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $(176,585) | $36,237 | | Net cash provided by (used in) investing activities | $4,532 | $(103,743) | | Net cash provided by (used in) financing activities | $83,264 | $1,500 | | Net increase (decrease) in cash and cash equivalents | $(88,789) | $(66,006) | | Cash and cash equivalents, end of period | $95,730 | $122,787 | - Net cash used in operating activities was $176.6 million for the six months ended June 30, 2025, a significant change from $36.2 million provided in the prior year, primarily due to $242.2 million in net purchases of investments within consolidated funds23129 - Net cash provided by financing activities increased substantially to $83.3 million in 2025 from $1.5 million in 2024, driven by $172.7 million in net contributions from noncontrolling interests23129 Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements 1. Organization and Description of Business This note describes the Company's business, its global investment management focus, and its operational locations - Cohen & Steers, Inc. (CNS) is a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, and multi-strategy solutions30 - Headquartered in New York City, the Company has offices in London, Dublin, Hong Kong, Tokyo, and Singapore30 2. Basis of Presentation and Significant Accounting Policies This note outlines the accounting principles and policies used in preparing the financial statements - The condensed consolidated financial statements are unaudited and prepared in accordance with GAAP and SEC rules for Form 10-Q32 - The Company adopted ASU 2023-09 (Income Taxes) and ASU 2024-01 (Stock Compensation) effective January 1, 2025, with no material impact on financial statements3334 - ASU 2024-03 (Expense Disaggregation Disclosures) will be effective January 1, 2027, and its impact is currently being evaluated35 3. Revenue This note provides a breakdown of the Company's revenue by client domicile and investment vehicle Revenue by Client Domicile (Six Months Ended June 30, in thousands) | Client Domicile | 2025 (in thousands) | 2024 (in thousands) | | :------------------------ | :-------------------- | :-------------------- | | North America | $235,924 | $212,947 | | Japan | $15,402 | $15,321 | | Europe, Middle East and Africa | $10,791 | $8,927 | | Asia Pacific excluding Japan | $8,476 | $7,236 | | Total | $270,593 | $244,431 | Revenue by Investment Vehicle (Six Months Ended June 30, in thousands) | Investment Vehicle | 2025 (in thousands) | 2024 (in thousands) | | :------------------- | :-------------------- | :-------------------- | | Open-end funds | $155,548 | $135,597 | | Institutional accounts | $65,021 | $60,531 | | Closed-end funds | $50,024 | $48,303 | | Total | $270,593 | $244,431 | 4. Investments This note details the Company's investment portfolio and the gains or losses realized from these investments Summary of Company's Investments | Investment Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------ | :----------------------------- | :------------------------------- | | Equity investments at fair value | $222,317 | $208,411 | | Trading | $134,746 | $126,953 | | Equity method | $567 | $13 | | Total investments | $357,630 | $335,377 | Gain (Loss) from Investments—Net (Six Months Ended June 30, in thousands) | Item | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------------- | :-------------------- | :-------------------- | | Net realized gains (losses) | $1,405 | $(2,373) | | Net unrealized gains (losses) on investments still held | $8,863 | $1,339 | | Gain (loss) from investments—net | $10,268 | $(1,034) | - The Company's total investments increased by $22.3 million from December 31, 2024, to June 30, 2025. Net gain from investments was $10.3 million for the six months ended June 30, 2025, a significant improvement from a net loss of $1.0 million in the prior year3840 5. Fair Value This note explains the methodologies and categorization of fair value measurements for financial instruments - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)42 Fair Value Measurements (June 30, 2025, in thousands) | Asset Type | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total | | :-------------------------- | :-------- | :-------- | :-------- | :-------------------------- | :------ | | Cash equivalents | $58,340 | $— | $— | $— | $58,340 | | Equity securities | $98,143 | $80,247 | $— | $134 | $178,524 | | Limited partnership interests | $— | $— | $39,247 | $4,546 | $43,793 | | Fixed income (Trading) | $— | $134,746 | $— | $— | $134,746 | | Equity method investments | $— | $— | $— | $567 | $567 | | Total investments | $98,143 | $214,993 | $39,247 | $5,247 | $357,630 | - Level 2 equity investments include an $80.2 million seed investment in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), valued based on monthly published NAV43 - Level 3 investments, primarily limited partnership interests in private real estate, increased to $39.2 million at June 30, 2025, from $32.6 million at December 31, 2024434448 6. Derivatives This note describes the Company's use of derivative financial instruments for hedging and their fair values Corporate Derivatives (June 30, 2025, in thousands) | Derivative Type | Notional Amount | Fair Value Assets | Fair Value Liabilities | | :-------------------------- | :-------------- | :---------------- | :--------------------- | | Total return swaps | $76,224 | $192 | $2,968 | | Forward contracts - foreign exchange | $8,099 | $38 | $170 | | Total corporate derivatives | $84,323 | $230 | $3,138 | Net Gains (Losses) from Derivative Financial Instruments (Six Months Ended June 30, in thousands) | Derivative Type | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------- | :-------------------- | :-------------------- | | Total return swaps | $(3,683) | $(200) | | Forward contracts - foreign exchange | $(617) | $660 | | Total corporate derivatives | $(4,300) | $460 | | Derivatives held by consolidated funds | $9 | $— | | Total | $(4,291) | $460 | - The Company uses total return swaps to hedge market risk of seed investments and forward foreign exchange contracts to hedge currency exposure from non-U.S. dollar advisory fees53 7. Earnings Per Share This note provides details on the calculation of basic and diluted earnings per share Earnings Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net income attributable to common stockholders (in thousands) | $76,627 | $65,775 | | Basic weighted average shares outstanding (in thousands) | 51,112 | 49,994 | | Diluted weighted average shares outstanding (in thousands) | 51,445 | 50,303 | | Basic EPS | $1.50 | $1.32 | | Diluted EPS | $1.49 | $1.31 | - Diluted EPS increased to $1.49 for the six months ended June 30, 2025, from $1.31 in the prior year, reflecting higher net income attributable to common stockholders52 8. Income Taxes This note reconciles the Company's effective income tax rate to the U.S. statutory tax rate Effective Income Tax Rate Reconciliation (Six Months Ended June 30) | Item | 2025 | 2024 | | :------------------------------------------------- | :----- | :----- | | U.S. statutory tax rate | 21.0 % | 21.0 % | | State and local income taxes, net of federal benefit | 2.9 % | 2.9 % | | Non-deductible executive compensation | 2.2 % | 1.2 % | | Excess tax benefits related to RSU vesting | (3.3) % | (0.3) % | | Unrecognized tax benefit adjustments | (0.5) % | 0.3 % | | Other | (0.2) % | (0.2) % | | Effective income tax rate | 22.1 % | 24.9 % | - The effective income tax rate decreased to 22.1% for the six months ended June 30, 2025, from 24.9% in the prior year, primarily due to higher excess tax benefits related to the vesting and delivery of restricted stock units54 9. Related Party Transactions This note discloses transactions with affiliated funds and related parties Revenue from Affiliated Funds (Six Months Ended June 30, in thousands) | Revenue Type | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :-------------------- | :-------------------- | | Investment advisory and administration fees | $185,144 | $165,257 | | Distribution and service fees | $14,350 | $13,448 | | Total | $199,494 | $178,705 | - Revenue earned from affiliated funds increased by 11.6% for the six months ended June 30, 2025, reaching $199.5 million55 - Receivables from Company-sponsored funds were $37.0 million at June 30, 202556 10. Credit Agreement This note provides details on the Company's revolving credit facility and compliance with its covenants - The Company has a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026, with Bank of America, N.A57 - Borrowings bear interest at a variable annual rate based on Term SOFR or Base Rate plus an applicable rate, and the Company was in compliance with all covenants as of June 30, 20255760 11. Commitments and Contingencies This note outlines the Company's investment commitments and any pending legal matters - The Company has committed to invest up to $175.0 million in certain investment vehicles, with $110.9 million funded as of June 30, 202562 - There are no pending legal matters that the Company believes could have a material adverse effect on its financial position61 12. Segment Information This note clarifies that the Company operates as a single reportable segment - The Company operates in a single reportable segment, using a consolidated approach to assess performance and allocate resources63 - The Executive Committee acts as the chief operating decision maker (CODM) and monitors performance using consolidated financial information and metrics like net income and total assets63 13. Subsequent Events This note reports significant events that occurred after the balance sheet date - On July 31, 2025, the Company declared a quarterly dividend of $0.62 per share, payable on August 21, 202565 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance and condition for the three and six months ended June 30, 2025. It highlights growth in assets under management (AUM) across various investment vehicles and strategies, leading to increased revenue and operating income. The discussion also covers macroeconomic impacts, non-GAAP adjustments, and liquidity management Executive Overview This overview introduces the Company's business model, revenue drivers, and strategic focus amidst market conditions - Cohen & Steers is a global investment manager specializing in real assets and alternative income, offering strategies through various investment vehicles including newly launched active ETFs6768 - Revenue is primarily derived from investment advisory, administration, distribution, and service fees, based on assets under management (AUM) and, in some cases, performance-based fees70 - The Company maintained a disciplined approach amidst macroeconomic uncertainty and geopolitical tensions, focusing on prudent cost control and operational efficiency7172 Investment Performance at June 30, 2025 This section discusses the investment performance of the Company's strategies relative to their benchmarks - The report notes that past performance is no guarantee of future results and outperformance is determined by comparing annualized investment performance of strategies to specified reference benchmarks79 Assets Under Management This section provides a detailed breakdown of the Company's assets under management by investment vehicle and strategy Total Assets Under Management (AUM) | Metric | June 30, 2025 (in millions) | June 30, 2024 (in millions) | % Change YoY | | :-------------------------- | :-------------------------- | :-------------------------- | :----------- | | Assets under management, end of period | $88,936 | $80,709 | 10.2% | | Average assets under management | $87,243 | $79,585 | 9.6% | - Total AUM increased by 10.2% to $88.9 billion at June 30, 2025, from $80.7 billion at June 30, 202477 By Investment Vehicle This subsection categorizes AUM by open-end funds, institutional accounts, and closed-end funds AUM by Investment Vehicle (June 30, 2025 vs. June 30, 2024, in millions) | Investment Vehicle | June 30, 2025 | June 30, 2024 | % Change YoY | | :------------------- | :------------ | :------------ | :----------- | | Open-end Funds | $42,962 | $37,451 | 14.7% | | Institutional Accounts | $34,386 | $32,222 | 6.7% | | Closed-end Funds | $11,588 | $11,036 | 5.0% | | Total | $88,936 | $80,709 | 10.2% | - Open-end funds saw net inflows of $870 million for the six months ended June 30, 2025, including $580 million into U.S. real estate7882 - Institutional accounts experienced net outflows of $885 million for the six months ended June 30, 2025, with $503 million from U.S. real estate, partially offset by $248 million inflows into global listed infrastructure8082 - Closed-end funds had net inflows of $106 million for the six months ended June 30, 2025, primarily from global listed infrastructure8182 By Investment Strategy This subsection categorizes AUM by specific investment strategies such as real estate and infrastructure AUM by Investment Strategy (June 30, 2025 vs. June 30, 2024, in millions) | Investment Strategy | June 30, 2025 | June 30, 2024 | % Change YoY | | :-------------------------- | :------------ | :------------ | :----------- | | U.S. Real Estate | $43,972 | $38,717 | 13.6% | | Preferred Securities | $17,902 | $18,094 | -1.1% | | Global/International Real Estate | $13,980 | $13,064 | 7.0% | | Global Listed Infrastructure | $10,052 | $8,446 | 19.0% | | Other | $3,030 | $2,388 | 26.9% | | Total | $88,936 | $80,709 | 10.2% | - U.S. Real Estate AUM increased by 13.6% YoY, with net inflows of $132 million and market appreciation of $1.7 billion for the six months ended June 30, 202585 - Global Listed Infrastructure AUM grew by 19.0% YoY, driven by $607 million in net inflows and $810 million in market appreciation for the six months ended June 30, 202586 Summary of Operating Results This section provides an overview of the Company's financial performance, including revenue, expenses, and operating income Summary of Operating Results (U.S. GAAP) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YTD 2025 (in thousands) | YTD 2024 (in thousands) | | :----------------------------------- | :--------------------- | :--------------------- | :---------------------- | :---------------------- | | Revenue | $136,126 | $121,721 | $270,593 | $244,431 | | Expenses | $92,799 | $83,319 | $182,068 | $165,764 | | Operating income | $43,327 | $38,402 | $88,525 | $78,667 | | Net income attributable to common stockholders | $36,849 | $31,771 | $76,627 | $65,775 | | Diluted earnings per share | $0.72 | $0.63 | $1.49 | $1.31 | | Operating margin | 31.8% | 31.5% | 32.7% | 32.2% | Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024 This subsection compares the Company's operating results for the second quarter of 2025 against the same period in the prior year Revenue Breakdown (Q2 2025 vs. Q2 2024, in thousands) | Revenue Type | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------------------- | :------ | :------ | :------- | :------- | | Investment advisory and administration fees | $128,545 | $114,577 | $13,968 | 12.2% | | Distribution and service fees | $7,166 | $6,631 | $535 | 8.1% | | Other | $415 | $513 | $(98) | (19.1%) | | Total revenue | $136,126 | $121,721 | $14,405 | 11.8% | - Investment advisory and administration fees increased by 12.2% due to higher average AUM, with the effective fee rate for open-end funds increasing to 67.3 bps from 65.6 bps8889 Expenses Breakdown (Q2 2025 vs. Q2 2024, in thousands) | Expense Type | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------------- | :------ | :------ | :------- | :------- | | Employee compensation and benefits | $56,640 | $53,097 | $3,543 | 6.7% | | Distribution and service fees | $15,706 | $13,270 | $2,436 | 18.4% | | General and administrative | $18,078 | $14,684 | $3,394 | 23.1% | | Depreciation and amortization | $2,375 | $2,268 | $107 | 4.7% | | Total expenses | $92,799 | $83,319 | $9,480 | 11.4% | - Operating margin increased slightly to 31.8% from 31.5% YoY95 Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024 This subsection compares the Company's operating results for the first six months of 2025 against the same period in the prior year Revenue Breakdown (YTD 2025 vs. YTD 2024, in thousands) | Revenue Type | YTD 2025 | YTD 2024 | $ Change | % Change | | :-------------------------------- | :------- | :------- | :------- | :------- | | Investment advisory and administration fees | $255,316 | $229,922 | $25,394 | 11.0% | | Distribution and service fees | $14,350 | $13,448 | $902 | 6.7% | | Other | $927 | $1,061 | $(134) | (12.6%) | | Total revenue | $270,593 | $244,431 | $26,162 | 10.7% | - Total revenue increased by 10.7% for the six months ended June 30, 2025, driven by higher average AUM, with open-end funds' effective fee rate rising to 67.4 bps from 65.9 bps9899 Expenses Breakdown (YTD 2025 vs. YTD 2024, in thousands) | Expense Type | YTD 2025 | YTD 2024 | $ Change | % Change | | :-------------------------- | :------- | :------- | :------- | :------- | | Employee compensation and benefits | $111,194 | $105,100 | $6,094 | 5.8% | | Distribution and service fees | $30,895 | $26,665 | $4,230 | 15.9% | | General and administrative | $35,247 | $29,477 | $5,770 | 19.6% | | Depreciation and amortization | $4,732 | $4,522 | $210 | 4.6% | | Total expenses | $182,068 | $165,764 | $16,304 | 9.8% | - Operating margin improved to 32.7% for the six months ended June 30, 2025, from 32.2% in the prior year105 Reconciliations of U.S. GAAP to As Adjusted Financial Results This section reconciles GAAP financial results to non-GAAP 'as adjusted' figures, providing alternative performance views - Management uses 'as adjusted' (non-GAAP) financial results to provide greater transparency into operating performance and for internal management reports109 Net Income Attributable to Common Stockholders and Diluted EPS (As Adjusted) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YTD 2025 (in thousands) | YTD 2024 (in thousands) | | :----------------------------------- | :--------------------- | :--------------------- | :---------------------- | :---------------------- | | Net income attributable to common stockholders, U.S. GAAP | $36,849 | $31,771 | $76,627 | $65,775 | | Net income attributable to common stockholders, as adjusted | $37,324 | $34,532 | $75,677 | $69,185 | | Diluted earnings per share, U.S. GAAP | $0.72 | $0.63 | $1.49 | $1.31 | | Diluted earnings per share, as adjusted | $0.73 | $0.68 | $1.47 | $1.38 | Operating Margin (As Adjusted) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--------------- | :------ | :------ | :------- | :------- | | Operating margin, U.S. GAAP | 31.8 % | 31.5 % | 32.7 % | 32.2 % | | Operating margin, as adjusted | 33.6 % | 34.9 % | 34.2 % | 35.2 % | Changes in Financial Condition, Liquidity and Capital Resources This section analyzes the Company's financial position, liquidity, and capital management strategies - The Company aims to maintain a highly liquid balance sheet to support business strategies and growth initiatives120127 Net Liquid Assets This subsection details the Company's net liquid assets, including cash, securities, and current liabilities Net Liquid Assets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $95,372 | $182,974 | | U.S. Treasury securities | $109,242 | $109,086 | | Liquid seed investments—net | $118,185 | $68,858 | | Other current assets | $74,555 | $75,959 | | Current liabilities | $(72,370) | $(105,396) | | Net liquid assets | $324,984 | $331,481 | - Net liquid assets decreased to $325.0 million at June 30, 2025, from $331.5 million at December 31, 2024, primarily due to a decrease in cash and cash equivalents121 Cash flows This subsection analyzes the Company's cash flow activities from operations, investing, and financing Cash Flow Data (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Net cash provided by (used in) operating activities | $(176,585) | $36,237 | | Net cash provided by (used in) investing activities | $4,532 | $(103,743) | | Net cash provided by (used in) financing activities | $83,264 | $1,500 | | Net increase (decrease) in cash and cash equivalents | $(88,789) | $(66,006) | | Cash and cash equivalents, end of period | $95,730 | $122,787 | - Net cash used in operating activities was $176.6 million for the six months ended June 30, 2025, largely due to $242.2 million in net purchases of investments within consolidated funds, including $54.3 million in seed investments into ETFs129 Contractual Obligations, Commitments and Contingencies This subsection outlines the Company's future financial obligations and potential liabilities - The Company has unfunded investment commitments of $64.1 million out of a total of $175.0 million in certain investment vehicles as of June 30, 2025128131 - No material changes to contractual obligations were reported since the December 31, 2024, Form 10-K, other than those described130 Dividends This subsection discusses the Company's dividend policy and recent declarations - The Company anticipates paying dividends, subject to board approval and consideration of various financial and strategic factors132 - A quarterly dividend of $0.62 per share was declared on July 31, 2025, payable on August 21, 2025133 Critical Accounting Estimates This subsection addresses the significant judgments and assumptions used in preparing the financial statements - There were no changes to the Company's critical accounting estimates for the three months ended June 30, 2025, as discussed in the Annual Report on Form 10-K for December 31, 2024134 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the Company's exposure to market risks, including changes in interest and currency rates, securities markets, and general economic conditions. It also provides a sensitivity analysis for seed investments, which are subject to market fluctuations - The Company is exposed to market risk from changes in interest and currency rates, securities markets, and general economic conditions, which can impact AUM and revenue135 - Seed investments include both liquid holdings (traded in active markets) and illiquid holdings (limited partnership interests in private real estate and CNSREIT with redemption restrictions)137 Seed Investments Sensitivity Analysis (June 30, 2025, in thousands) | Investment Type | Net Carrying Value | Net Carrying Value Assuming a 10% increase | Net Carrying Value Assuming a 10% decrease | | :-------------------------- | :----------------- | :----------------------------------------- | :----------------------------------------- | | Liquid seed investments—net | $41,961 | $46,157 | $37,765 | | Illiquid seed investments—net | $115,392 | $126,931 | $103,853 | Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and states that there have been no material changes to internal control over financial reporting during the quarter - The Company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025140 - There has been no material change in internal control over financial reporting during the three months ended June 30, 2025139 Part II. Other Information This section covers legal proceedings, risk factors, equity sales, other information, and exhibits Item 1. Legal Proceedings This section refers to Note 11 of the financial statements for information regarding legal proceedings, indicating no material adverse effects are currently anticipated - Information on legal proceedings is provided in Note 11, Commitments and Contingencies, of the Condensed Consolidated Financial Statements141 Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, were identified142 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's purchases of its common stock during the second quarter of 2025, primarily to satisfy employee tax withholding obligations related to restricted stock units Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------------- | :----------------------------- | :--------------------------- | | April 1 through April 30, 2025 | — | $— | | May 1 through May 31, 2025 | 245 | $80.27 | | June 1 through June 30, 2025 | 7,796 | $76.98 | | Total | 8,041 | $77.08 | - The purchases were made to satisfy income tax withholding obligations of employees upon the vesting and delivery of restricted stock units144 Item 5. Other Information This section confirms that no directors or officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the second quarter of 2025 - No directors or officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025145 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including organizational documents, specimen stock certificates, a letter agreement, and certifications required by the Sarbanes-Oxley Act - Exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, Specimen Common Stock Certificate, Registration Rights Agreement, and various certifications (e.g., Section 302 and 906 of Sarbanes-Oxley Act)149 Signatures This section contains the official signatures certifying the accuracy of the report - The report was signed on August 1, 2025, by Raja Dakkuri, Executive Vice President & Chief Financial Officer, and Elena Dulik, Senior Vice President & Chief Accounting Officer152153154
Cohen & Steers(CNS) - 2025 Q2 - Quarterly Report