Cohen & Steers REIT Files 8-K with Key Agreements

TL;DR

Cohen & Steers REIT filed an 8-K on 9/11/25 detailing material agreements and corporate changes.

AI Summary

Cohen & Steers Income Opportunities REIT, Inc. filed an 8-K on September 11, 2025, reporting on several key events. These include entering into a material definitive agreement, amendments to its articles of incorporation or bylaws, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Cohen & Steers Income Opportunities REIT, Inc., which could impact its operational structure and financial reporting.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and does not appear to contain immediate negative financial news.

Key Players & Entities

• Cohen & Steers Income Opportunities REIT, Inc. (company) — Registrant
• September 9, 2025 (date) — Earliest event reported
• September 11, 2025 (date) — Filing date
• 1166 Avenue of the Americas (location) — Principal Executive Offices
• New York, New York 10036 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $750 million — ate net asset value ("NAV") is at least $750 million (the "Limitation Period"), to waive rei
• $0.01 — M-S shares"), each with a par value of $0.01 per share (collectively, the "New Share
• $750 m — onth that the Company's NAV is at least $750 million, subject to the reimbursement con

Filing Documents

• cnsreit-20250909.htm (8-K) — 43KB
• cnsreitarticlesofamendment.htm (EX-3.1) — 17KB
• cnsreitarticlessupplementa.htm (EX-3.2) — 41KB
• cnsreitsharerepurchaseplan.htm (EX-4.1) — 88KB
• cnsreitdistributionreinves.htm (EX-4.2) — 22KB
• cnsreit-arexpenselimitatio.htm (EX-10.1) — 19KB
• cnsreit-2ndaradvisoryagree.htm (EX-10.2) — 189KB
• csincomeopportunitiesreito.htm (EX-10.3) — 460KB
• image_0.jpg (GRAPHIC) — 100KB
• 0001939433-25-000126.txt ( ) — 1269KB
• cnsreit-20250909.xsd (EX-101.SCH) — 2KB
• cnsreit-20250909_lab.xml (EX-101.LAB) — 20KB
• cnsreit-20250909_pre.xml (EX-101.PRE) — 12KB
• cnsreit-20250909_htm.xml (XML) — 3KB

From the Filing

cnsreit-20250909 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K ____________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2025 ____________________ Cohen & Steers Income Opportunities REIT, Inc. (Exact Name of Registrant as Specified in its Charter) ____________________ Maryland 333-269416 88-3609651 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS. Employer Identification No.) 1166 Avenue of the Americas New York , New York 10036 (Address of Principal Executive Offices) (Zip Code) (212) 832-3232 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ____________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Trading Symbol(s) Name of each exchange on which registered Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x Item1.01. Entry into a Material Definitive Agreement. Amended and Restated Expense Limitation and Reimbursement Agreement On September 9, 2025, Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the "Company"), entered into an Amended and Restated Expense Limitation and Reimbursement Agreement (the "A&R Expense Limitation and Reimbursement Agreement") by and between the Company and Cohen & Steers Capital Management, Inc. (the "Advisor"), which amends and restates in its entirety the Expense Limitation Agreement, dated January 24, 2023, by and between the Company and the Advisor. Pursuant to the A&R Expense Limitation and Reimbursement Agreement, the Advisor has contractually agreed, until the earlier of (1) December 31, 2026 or (2) the month that the Company's aggregate net asset value ("NAV") is at least $750 million (the "Limitation Period"), to waive reimbursement and/or pay the Company's Specified Expenses (as defined in the A&R Expense Limitation and Reimbursement Agreement) to the extent necessary to ensure the Company's Specified Expenses will not exceed 0.50% of net assets (annualized). The Company has agreed to repay these amounts, when and if requested by the Advisor, but only if and to the extent that Specified Expenses are less than 0.50% of the average net asset value (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Advisor waived or reimbursed such fees or expenses. Any Excess Expense (as defined in the A&R Expense Limitation and Reimbursement Agreement) will not be recognized as an expense until it is probable that the Company will reimburse the Advisor for such cost. This agreement cannot be terminated prior to the end of the Limitation Period without the consent of the board of directors of the Company (the "Board"), including a majority of independent directors. The foregoing summary description of the A&R Expense Limitation and Reimbursement Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Expense Limitation and Reimbursement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Private Offering of New Share Classes The Company intends to conduct a private offering of new classes of common stock. In connection with the private offering, the Board approved the authorization, designation and offering of the Company's Class B common stock (the "Class B shares"), Class R-I common stock (the "Class R-I shares"), Class R-S common stock (the "Class R-S shares"), Class M-I common stock (the "Class M-I shares") and Class M-S common stock (the "Class M-S shares"), each with a par value of $0.01 per share (collectively, the "New Share Classes"). The preferences, rights, voting powers, restrictions, qualification

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View this 8-K filing on SEC EDGAR