Cohen & Steers Income Opportunities REIT Inc.
11/12/2026 | Press release | Distributed by Public on 11/12/2026 07:45
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
Second Amended and Restated Expense Limitation and Reimbursement Agreement
On November 11, 2026, Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the "Company"), entered into a Second 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 Amended and Restated Expense Limitation Agreement, dated September 9, 2025, 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) June 30, 2028 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, 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.
Third Amended and Restated Advisory Agreement
On November 11, 2026, the Company entered into a Third Amended and Restated Advisory Agreement (the "Advisory Agreement") by and among the Company, Cohen & Steers Income Opportunities REIT Operating Partnership, L.P. (the "Operating Partnership") and the Advisor to extend the period during which the Advisor will advance certain of the Company's organization and offering expenses. Pursuant to the Advisory Agreement, the Advisor shall pay for all Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred through December 31, 2026. From and after January 1, 2027 until the earlier of (1) June 30, 2029 or (2) the last day of the month that the Company's NAV is at least $1.0 billion (such date, the "Offering Expense Repayment Date"), the Advisor shall pay for Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred to the extent such expenses exceed 0.20% of net assets (annualized) (the "Offering Expense Cap"). Prior to the Offering Expense Repayment Date, to the extent Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred are less than the Offering Expense Cap, the Company shall bear such expenses and shall repay Organization and Offering Expenses previously advanced by the Advisor, in each case and in the aggregate, up to the Offering Expense Cap. The Company shall bear all Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred from and after the Offering Expense Repayment Date, and all Organization and Offering Expenses paid by the Advisor pursuant to the terms of the Advisory Agreement and which were not previously repaid in accordance therewith shall be reimbursed by the Company to the Advisor in 60 equal monthly installments following the Offering Expense Repayment Date.
The foregoing summary description of the Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisory Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Cohen & Steers Income Opportunities REIT Inc. published this content on November 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 12, 2026 at 13:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]