COHEN & STEERS, INC.

1. Basis of Presentation

Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Singapore Private Limited (CSSG) (collectively, the Company).

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

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures 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. Actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 (ASU), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This new guidance became effective on January 1, 2025. The Company adopted this new standard on a retrospective basis, and its adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The standard clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of Topic 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. This new guidance became effective on January 1, 2025. The Company's adoption of this new standard did not have an impact on the Company's consolidated financial statements and related disclosures.

New Accounting Pronouncements Not Yet Implemented

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This new guidance will be effective on January 1, 2027 for annual reporting and January 1, 2028 for interim reporting. The Company does not expect that the adoption of this new standard will have a material impact on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use-Software. The ASU provides targeted amendments to modernize the accounting framework for internal-use software development, including the removal of the traditional "development stage" model and the introduction of a more principles-based approach to capitalization. Under the new guidance, companies may begin capitalizing internal-use software costs when: management with the relevant authority authorizes and commits to funding the software project and it is probable that the project will be completed, and the software will be used to perform its intended function. This new guidance will be effective on January 1, 2028. The Company does not expect that the adoption of this new standard will have a material impact on the Company's consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of interim reporting guidance, specify the form and content of interim financial statements and provide a consolidated list of required interim disclosures across other Accounting Standards Codification topics. The amendments also establish a principle requiring disclosure of events occurring since the end of the last annual reporting period that had a material impact on the entity. This guidance will be effective on January 1, 2028. The Company is currently evaluating the impact that adoption of this standard will have on the Company's consolidated financial statements and related disclosures.

Consolidation of Investment Vehicles

The Company's financial interests in investment vehicles, including the management fees that are received, are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model.

A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. Limited partnerships and similar entities are determined to be a VIE generally when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The primary beneficiary is the entity that has the power to direct the activities of the VIE that most significantly affect its performance, and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated. Subscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity's status as a VIE or the determination of the primary beneficiary.

Investments that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the vehicle.

The Company records noncontrolling interests in consolidated funds for which the Company’s ownership is less than 100%.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments, which are readily convertible into cash.

Due from/to Brokers

The Company, including the consolidated funds, may transact with brokers for certain investment activities. The clearing and custody operations for these investment activities are performed pursuant to contractual agreements. The due from/to brokers balances represent cash and/or collateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions with brokers/custodians.

Investments

Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than quarterly. The Company's investments are categorized as follows:

•Equity investments at fair value generally represent common stocks, exchange traded funds (ETFs), limited partnership interests, and seed investments in Company-sponsored vehicles including its non-traded REIT.

•Trading investments generally represent U.S. Treasury securities, over-the-counter preferred securities and investment-grade corporate debt securities.

The Company has elected the fair value option for a seed investment that otherwise would have been accounted for using the equity method of accounting to align the measurement and the related gains and losses with other seed investments. Distributions from this seed investment are recorded in interest and dividend income—net in the Company's consolidated statements of operations when earned.

Gains and losses on the Company's investments, including those for which the fair value option has been elected, are recorded in gain (loss) from investments—net in the Company's consolidated statements of operations.

Fair Value Measurements

The Company uses a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:

•Level 1—Unadjusted quoted prices for identical instruments in active markets.

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.

•Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.

These levels are not necessarily an indication of the risk or liquidity associated with the investments.

Valuation Techniques

In certain instances, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable broker-dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use information with respect to transactions in such investments, broker quotes, pricing matrices, market transactions in comparable investments and various relationships between investments. As part of its independent price verification process, the Company generally performs reviews of valuations provided by broker-dealers or independent pricing services. Investments in funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.

In the absence of observable market prices, the Company values its investments using valuation methodologies applied on a consistent basis. For some investments, little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. Investments for which market prices are not observable include private investments in real estate properties. Valuation methods for investments in real estate entities include, but are not limited to, the following: (1) forecasts of future net cash flows during the holding period, including anticipated net proceeds from the sale, disposition or resolution of the investment, discounted at prevailing market rates; (2) prevailing market capitalization rates or earnings multiples applied to stabilized income or adjusted earnings from the investment and other observable market data; (3) recent sales of comparable investments; and (4) sale negotiations and bona fide purchase offers received from independent third parties. The significant inputs into expected future cash flows depend upon the category and nature of the investments and the underlying assets. Such investments are valued no less than quarterly, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. The Company has established a valuation committee to administer, implement and oversee the valuation policies and procedures (the Valuation Committee). Additionally, the Company has retained an independent valuation services firm to assist in the determination of the fair value of certain private real estate investments.

Leases

The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and certain information technology equipment which are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company’s consolidated statements of financial condition.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the lease and thereafter, are remeasured if there is a change in lease terms. The majority of the Company’s lease agreements do not provide an implicit rate. As a result, the Company uses an estimated incremental borrowing rate based on the information available as of the applicable lease commencement date in determining the present value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received.

The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.

ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in remeasurement of the lease liability and a corresponding adjustment to the ROU asset.

Noncontrolling Interests

Noncontrolling interests consist of nonredeemable and redeemable third-party interests in the Company's consolidated funds. Noncontrolling interests that are not redeemable at the option of the investors are classified as nonredeemable noncontrolling interests and are included in stockholders’ equity. Noncontrolling interests that are redeemable at the option of the investors are classified as redeemable noncontrolling interests and are not treated as permanent equity. Noncontrolling interests are recorded at fair value which approximates the net asset value at each reporting date.

Investment Advisory and Administration Fees

The Company earns revenue by providing asset management services to institutional accounts, open-end funds (including ETFs) and closed-end funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average assets under management. The Company also earns administration fees from certain open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based measure of progress. Additionally, investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance feesare forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.

Distribution and Service Fee Revenue

Distribution and service fee revenue is based on the average daily net assets of certain share classes of U.S. open-end funds. Distribution and service fee revenue is earned daily and is recorded gross of any third-party distribution and service fee expense for applicable share classes.

Distribution fee agreements include a single performance obligation that is satisfied at a point in time when an investor purchases shares of an open-end fund. For all periods presented, a portion of the distribution fee revenue recognized in the period may relate to performance obligations satisfied (or partially satisfied) in prior periods. Service fee agreements include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based measure of progress. Additionally, distribution and service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

Distribution and Service Fee Expense

Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments.

Distribution fees represent payments made to qualified intermediaries for assistance in connection with the distribution of certain open-end funds' shares and for other expenses such as advertising, printing and distribution of prospectuses to investors. Such amounts may also be used to pay financial intermediaries for services as specified in the terms of written agreements complying with Rule 12b-1 of the Investment Company Act of 1940. Distribution fees are based on average daily net assets under management of certain share classes of certain of the funds.

Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on average daily net assets under management.

Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing as well as marketing and support of certain vehicles and are incremental to those described above. Intermediary assistance payments are generally based on average daily net assets under management.

Stock-based Compensation

The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards to certain employees. This expense is recognized over the period during which employees are required to provide service. Forfeitures are recorded as incurred. Any change to the key terms of an employee’s award subsequent to the grant date is evaluated and, if necessary, accounted for as a modification. If the modification results in the remeasurement of the fair value of the award, the remeasured compensation cost is recognized over the remaining service period.

The Company records the 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. The Company records 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 tax liabilities involves uncertainties in the application of complex tax laws and regulations across the Company's global operations. 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 resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the consolidated statements of operations.

Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.

Currency Translation and Transactions

Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable consolidated statements of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period.

The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company's consolidated statements of comprehensive income. The cumulative translation adjustment was $(4.7) million, $(10.0) million and $(7.7) million as of December 31, 2025, 2024 and 2023, respectively, and was reported within accumulated other comprehensive income (loss) on the consolidated statements of financial condition. Gains or losses resulting from remeasurement of assets and liabilities denominated in currencies other than the functional currency of each respective entity are included in foreign currency gain (loss)—net in the Company’s consolidated statements of operations.

Concentration of Credit Risk

The Company's cash and cash equivalents are principally on deposit with major financial institutions and are subject to credit risk should these financial institutions be unable to fulfill their obligations. The Company limits its exposure to such credit risks by investing in money market funds and U.S. Treasury securities.

3. Revenue

The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:

4. Investments

The following table summarizes the Company’s investments:

The Company holds an investment in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), for which it has elected the fair value option. As of and for the year ended December 31, 2025, the Company’s investment in CNSREIT meets the significance thresholds established by the SEC. The following tables present summarized financial information for CNSREIT:

(1)Summarized financial information is presented as of September 30 as financial information as of December 31 is not available from the investee.

(2)CNSREIT was formed on July 18, 2022, and filed its initial Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 on May 10, 2023.

The following table summarizes the amounts related to the Company's VIEs for which it is not the primary beneficiary:

The Company’s maximum exposure to loss associated with these VIEs is limited to its investments and uncollected receivables.

Net unrealized gain (loss) from investments still held at the end of the period for the years ended December 31, 2025, 2024 and 2023, was $7.7 million, $17.2 million and $10.3 million, respectively.

5. Fair Value

The following tables present assets and liabilities measured at fair value on a recurring basis:

Equity investments at fair value classified as Level 2 primarily represents the Company's seed investment in CNSREIT, for which the fair value option has been elected. Quoted prices in active markets are not available therefore, the valuation is based on the monthly published net asset value (NAV), which is an observable transaction price; however, shares are not actively traded as subscriptions and redemptions are permitted to occur monthly.

The following table summarizes amounts related to CNSREIT:

Equity investments at fair value classified as Level 3 were comprised of limited partnership interests in joint ventures that hold investments in private real estate.

Trading investments classified as Level 2 were comprised of U.S. Treasury securities and investment-grade corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.

Investments measured using NAV (or its equivalent) as a practical expedient primarily consist of limited partnership interests in private real estate funds. As of December 31, 2025 and 2024, the Company did not have the ability to redeem its interests in certain of these investments and others may be redeemed subject to certain restrictions. These investments have not been classified in the fair value hierarchy and are presented in the above tables to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statements of financial condition.

Total return swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.

Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.

The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:

The following tables summarize the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:

Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.

6. Derivatives

The following tables summarize the notional amount and fair value of the Company's outstanding derivative financial instruments:

(1) The fair values of corporate and consolidated fund derivative financial instruments are recorded in other assets and other liabilities and accrued expenses on the Company's consolidated statements of financial condition.

The Company's corporate derivatives included:

•Total return swaps that are utilized to economically hedge a portion of the market risk of certain seed investments and total return swaps that are included in certain portfolios the Company maintains for the purpose of establishing a performance track record; and

•Forward foreign exchange contracts that are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.

Derivatives held by consolidated funds are comprised of forward foreign exchange contracts to economically hedge currency exposure.

Collateral pledged for corporate and consolidated fund derivative financial instruments totaled $1.8 million and $0.3 million as of December 31, 2025 and 2024, respectively. Collateral received for derivative financial instruments was $0.3 million and $1.3 million as of December 31, 2025 and 2024, respectively.

The following table summarizes net gains (losses) from derivative financial instruments:

(1)Gains and losses on corporate total return swaps and derivatives held by consolidated funds are included in gain (loss) from investments—net in the Company's consolidated statements of operations. Gains and losses on corporate forward foreign exchange contracts are included in foreign currency gain (loss)—net in the Company's consolidated statements of operations.

7. Property and Equipment and Software Hosting Arrangements

The following table summarizes the Company’s property and equipment:

Depreciation and amortization expense related to property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets which range from 3-7 years. Leasehold improvements are amortized using the straight-line method over shorter of the lease term or the estimated useful life. Depreciation and amortization expense related to property and equipment was $9.8 million, $9.3 million and $4.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025 and 2024, the Company had capitalized costs related to hosting arrangements, net of accumulated depreciation of $4.7 million and $4.4 million, respectively. Capitalized costs related to hosting arrangements are recorded in other assets on the Company’s consolidated statements of financial condition. Amortization expense related to hosting arrangement was $1.4 million, $1.4 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is recorded in general and administrative expenses.

8. Earnings Per Share

The following table reconciles income and share data used in the basic and diluted earnings per share computations:

9. Stock-Based Compensation

Amended and Restated Stock Incentive Plan

The Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the SIP) provides for the issuance of Restricted Stock Units (RSUs), stock options and other stock-based awards to eligible employees and directors. The SIP was amended in 2022 to (i) extend the term for an additionalten years through May 5, 2032, and (ii) increase the number of shares of common stock of the Company with respect to which awards may be granted under the plan. As of December 31, 2025, a total of 23.0 million shares of common stock may be granted under the SIP. The board of directors is authorized to increase the number of shares available for issuance under the SIP, subject to shareholder approval. As of December 31, 2025, a total of 20.6 million RSUs, representing the same amount of common stock, had been issued under the SIP. As of December 31, 2025, there was $62.4 million of compensation related to unamortized RSUs that had not yet been recognized in the consolidated statements of operations. The Company expects to recognize this expense over approximately the next 2.4 years.

Restricted Stock Units

Vested Restricted Stock Unit Grants

The Company grants awards of vested RSUs to the non-management directors and certain employees of the Company pursuant to the SIP. The fair value at the date of grant is fully expensed. Dividends declared on these awards are paid in cash. In connection with the grant of these vested RSUs, the Company recorded non-cash stock-based compensation expense of $0.8 million, $0.8 million and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Unvested Restricted Stock Unit Grants

From time to time, the Company grants awards of unvested RSUs to certain employees pursuant to the SIP. The fair value at the date of grant is expensed on a straight-line basis over the applicable service period, which is typically four years. Dividends declared by the Company are paid in additional RSUs, which are subject to forfeiture until vested. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense related to these awards, net of forfeitures, of $5.0 million, $8.8 million and $8.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Incentive Bonus Plans for Employees of the Company

The Company has implemented a mandatory program for employees that, based upon compensation levels, automatically defers a portion of their total compensation in the form of unvested RSUs. The fair value at the date of grant is expensed on a straight-line basis over the vesting period, which is typically four years. Dividends declared by the Company are paid in additional RSUs which are subject to forfeiture until vested. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense related to these awards, net of forfeitures, of $40.2 million, $42.5 million and $34.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table sets forth activity relating to the Company’s RSUs under the SIP:

Employee Stock Purchase Plan

Pursuant to the Amended and Restated Employee Stock Purchase Plan (ESPP), the Company allows eligible employees to purchase common stock at a 15% discount from fair market value up to a maximum of $25,000 in annual aggregate purchases by any one individual. The number of shares of common stock authorized for purchase by eligible employees is 600,000. Through December 31, 2025, the Company had issued approximately 533,000 shares of common stock under the ESPP. For the years ended December 31, 2025, 2024 and 2023, approximately 16,000,16,000 and 20,000 shares, respectively, were purchased by eligible employees through the ESPP. For the years ended December 31, 2025, 2024 and 2023, the Company recorded non-cash stock-based compensation expense of approximately $170,000, $194,000 and $188,000, respectively, which represents the discount on the shares issued pursuant to this plan. The ESPP will terminate upon the earliest to occur of (1) termination of the ESPP by the board of directors or (2) issuance of all of the shares reserved for issuance under the ESPP. The board of directors is authorized to increase the number of shares available for issuance under the ESPP, subject to shareholder approval.

10.401(k) Plan

The Company sponsors an employee benefit plan (the Plan) covering all U.S. employees who meet certain age and service requirements. Subject to limitations, the Plan permits participants to defer up to 100% of their eligible compensation pursuant to Section 401(k) of the Internal Revenue Code. Employee contributions are matched by the Company at $0.50 per $1.00 deferred. The Plan also allows the Company to make discretionary contributions, which are integrated with the taxable wage base under the Social Security Act. No discretionary contributions were made for the years ended December 31, 2025, 2024 and 2023.

Forfeitures occur when participants terminate employment before becoming entitled to their full benefits under the Plan. In accordance with the Plan document, forfeited amounts are used to reduce the Company’s contributions to the Plan or to pay Plan expenses. Forfeitures for the years ended December 31, 2025, 2024 and 2023 totaled approximately $386,000, $297,000 and $283,000, respectively.

Matching contributions, net of forfeitures, for the years ended December 31, 2025, 2024 and 2023 totaled $3.2 million, $3.5 million and $3.0 million, respectively.

11. Related Party Transactions

The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds and investment products for which certain employees are officers and/or directors.

The following table summarizes revenue earned from these affiliated entities:

The following table summarizes outstanding balances with related parties:

(1)The portion related to services already provided is included in accounts receivable and the remainder is included in other assets on the consolidated statements of financial condition.

The Company has advanced certain amounts to CNSREIT pursuant to an agreement that was amended during the year to change the repayment terms and all amounts due from CNSREIT will now be reimbursed ratably over a 60-month period commencing at the earlier of December 31, 2026, or the month that CNSREIT's aggregate NAV is at least $750.0 million.

See discussion of commitments to Company-sponsored vehicles in Note 14, Commitments and Contingencies.

12. Regulatory Requirements

CSS, a registered broker-dealer in the U.S., is required to maintain a minimum level of net capital under the SEC's Uniform Capital Rule 15c3-1. As of December 31, 2025, CSS had net capital of $2.9 million, which exceeded its requirement by $2.6 million.

CSAL, CSUK, CSIL and CSJL are also subject to minimum net capital requirements by local laws and regulations. As of December 31, 2025, the Company was required to maintain a combined minimum regulatory capital requirement of $6.5 million. The Company was in compliance with all applicable regulatory capital requirements as of December 31, 2025.

13. Credit Agreement

On August 15, 2025, the Company entered into an Amendment to its Credit Agreement with Bank of America, N.A. (the Amended Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on August 15, 2029. Borrowings under the Amended Credit Agreement bear interest at a variable annual rate equal to, at the Company’s option, either, (i) in respect of Term Secured Overnight Financing Rate (SOFR) Loans, a rate equal to Term SOFR in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans, a rate equal to a Base Rate plus an applicable rate as determined according to a performance pricing grid. The Company is also required to pay a commitment fee based on the actual daily unused amount of the credit facility payable quarterly. In connection with the amendment to the Credit Agreement, the Company incurred debt issuance costs of $0.4 million, which will be amortized on a straight-line basis over the life of the amended agreement.

Borrowings under the Amended Credit Agreement may be used for working capital and other general corporate purposes. The Amended Credit Agreement contains affirmative, negative and financial covenants, which are customary for facilities of this type, including with respect to leverage and interest coverage, limitations on priority indebtedness, asset dispositions and fundamental corporate changes. As of December 31, 2025, the Company was in compliance with these covenants.

14. Commitments and Contingencies

From time to time, the Company may be involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated results of operations, cash flows or financial position.

The Company has committed to invest up to a total of $175.0 million in certain of our investment vehicles. As of December 31, 2025, the Company had funded $100.7 million of these commitments. The timing for funding the remaining portion of our commitments is uncertain.

15. Income Taxes

The income before provision for income taxes and provision for income taxes are as follows:

A reconciliation of the Company’s statutory federal income tax rate to the effective tax rate is as follows:

• Amounts round to less than 0.01%.

(1)State taxes in California, New York and Pennsylvania make up the majority (more than 50%) of the tax effect in this category.

A reconciliation of the Company’s income taxes paid, net of tax refunds, is as follows:

Income taxes paid, net of tax refunds, exceeded 5 percent of the total in the following jurisdictions:

• Jurisdiction below the threshold for the period presented.

The significant components of the Company’s net deferred tax asset consist of the following:

Deferred tax assets and liabilities are recorded net when related to the same jurisdiction. The Company records deferred tax assets in other assets and deferred tax liabilities in other liabilities and accrued expenses on the consolidated statements of financial condition.

The Company had capital loss carryforwards of $0.3 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively, which, if unused, will expire in year 2028. The valuation allowance on the net deferred tax asset decreased by $0.7 million during the year ended December 31, 2025.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

As of December 31, 2025, the Company had $0.5 million of total gross unrecognized tax benefits. This entire amount, net of the federal benefit on state issues, represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the Company’s effective tax rate in future periods.

The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2025 and 2024, the Company had $0.1 million and $0.4 million, respectively, in potential interest and penalties associated with uncertain tax positions.

The tax years 2019 through 2024 remain open to examination by various taxing jurisdictions.

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”, which became effective during the third quarter of fiscal year 2025. The Company has determined the legislation did not have a material impact on the Company's consolidated financial statements and related disclosures.

16. Goodwill and Intangible Assets

The following table summarizes the changes in the Company’s goodwill and indefinite-lived intangible assets:

Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts. The Company's evaluation indicated that no impairment existed as of December 31, 2025.

17. Leases

The Company has operating leases for corporate offices and certain information technology equipment.

The following table summarizes the Company's lease cost included in general and administrative expense in the consolidated statements of operations:

Supplemental information related to operating leases is summarized below:

Other information related to operating leases is summarized below:

The following table summarizes the maturities of lease liabilities as of December 31, 2025 (in thousands):

18. Segment Information

The Company provides investment management and related services to various investment vehicles and client accounts. The Company uses a consolidated approach to assess performance and allocate resources and as such operates in a single reportable segment. The Company’s Executive Committee is the chief operating decision maker (CODM) and regularly receives financial information and management reports that are prepared on a consolidated basis. The CODM uses net income as reported on the consolidated statements of operations, total assets as reported on the consolidated statements of financial condition and other metrics to monitor performance against specific business objectives, evaluate performance against peers and benchmarks, manage expenses and allocate capital. The CODM receives expense information prepared on the same basis as the Company’s consolidated statements of operations and is not provided with any measures that differ from those used in the consolidated financial statements.

The following affiliated funds provided 10% or more of the total revenue of the Company:

19. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. Other than the item described below and elsewhere in the footnotes, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.

On February 26, 2026, the Company declared a quarterly dividend on its common stock in the amount of $0.67 per share. This dividend will be payable on March 19, 2026 to stockholders of record at the close of business on March 9, 2026.