Cohen & Steers (CNS) risk factors, FY2025 10-K

Cohen & Steers's FY2025 10-K, filed Feb 27, 2026, lists 27 risk factors in 3 groups. Against the prior year's 27: 1 new, 1 dropped, 7 substantially reworded.

Risk factors listed
273 groups
New this year
1vs 27 last year
Dropped
1since the prior 10-K
Substantially reworded
7of those kept
Section length
10k wordsItem 1A

What the changes say

  • New risk disclosure focuses on higher operating expenses if commission credits cannot fund research and services.

What changed since the prior 10-K

New

  • NewLegal and Regulatory Risks

    Regulations restricting the use of commission credits to pay for research may increase our operating expenses

    Regulatory changes could reduce commission credits used to pay for eligible research and services, increasing operating expenses and lowering net income.

Dropped

  • DroppedLegal and Regulatory Risks

    The tax treatment of 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

Reworded

  • 37% rewrittenRisks Related to our Business

    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 risk now specifically says failing to deploy AI effectively, rather than merely adapt to technology changes, could hurt competitiveness.

  • 36% rewrittenRisks Related to our Business

    Regulations restricting the use of commission credits to pay for research may continue to increase our operating expenses

    The disclosure continues to address EU and U.K. restrictions on commission credits, but the shown text no longer states the resulting research-payment expense.

    Was: Regulations restricting the use of commission credits to pay for research have increased, and may continue to increase, our operating expenses

  • 36% rewrittenRisks Related to our Business

    Changes in market and economic conditions could reduce our assets under management and adversely impact our revenue and profitability

    The risk adds rapid technology changes, trade-policy unpredictability, shifting foreign-policy alliances and government shutdowns to market and geopolitical threats.

    Was: Changes in market and economic conditions, including elevated interest rates, could reduce our assets under management and adversely impact our revenue and profitability

  • 33% rewrittenRisks Related to our Business

    A significant portion of our revenue for 2025 was derived from a single institutional client

    Daiwa’s disclosed concentration changed to 4.5% of total revenue and 8.7% of assets under management, with Japanese product-demand drivers added.

    Was: A significant portion of our revenue for 2024 was derived from a single institutional client

  • 28% rewrittenRisks Related to our Common Stock

    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

    Reported holdings increased to 11,958,912 shares for the Executive Chairman and 9,016,077 for the Board Chairman, from 2024 amounts.

  • 24% rewrittenRisks Related to our Business

    We face substantial competition in all aspects of our business

    The competition risk is substantively unchanged, continuing to emphasize fee sensitivity, larger competitors and investment-performance pressure.

  • 22% rewrittenRisks Related to our Business

    Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue

    Aggregate bank-financing leverage at sponsored closed-end funds increased from approximately $3.3 billion to $3.6 billion.

All 27 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Business

  1. 01A 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
  2. 02Our 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
  3. 03A 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
  4. 04Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital
  5. 05The incurrence of debt may increase the risk of investing in us and could negatively impact our revenue and adversely affect our financial condition
  6. 06The 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
  7. 07We could incur financial losses, reputational harm and regulatory penalties if we fail to implement effective information security policies and procedures
  8. 08We face substantial competition in all aspects of our business24% rewritten
  9. 09The inability to access clients through third-party intermediaries could have a material adverse effect on our business
  10. 10Our 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
  11. 11Changes in market and economic conditions could reduce our assets under management and adversely impact our revenue and profitability36% rewritten
  12. 12Our 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 risks37% rewritten
  13. 13Our 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
  14. 14A significant portion of our revenue for 2025 was derived from a single institutional client33% rewritten
  15. 15Regulations restricting the use of commission credits to pay for research may continue to increase our operating expenses36% rewritten
  16. 16Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue22% rewritten
  17. 17Failure 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
  18. 18We could experience loss of client relationships and other harm to our business if our reputation is impaired
  19. 19We 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

Risks Related to our Common Stock

  1. 20A 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
  2. 21We may change our dividend policy at any time and there is no guarantee that we will pay dividends in the future
  3. 22A 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 Company28% rewritten
  4. 23Anti-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

Legal and Regulatory Risks

  1. 24We may be adversely impacted by legal and regulatory changes in the U.S. and internationally
  2. 25Our involvement in legal proceedings could adversely affect our results of operations and financial condition
  3. 26Regulations restricting the use of commission credits to pay for research may increase our operating expensesNew
  4. 27Changes in tax legislation or policies could materially impact our financial position and results of operations

Other Cohen & Steers 10-Ks

  • FY2024 10-K risk factors
    31 risks

    65.2% of assets under management were in real estate securities, while preferred securities represented another 21.4%.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.