Cohen & Steers REIT Intends Private Offering for Five New Classes of Stock

Cohen & Steers Income Opportunities REIT Inc., i.e., Cohen & Steers REIT, a non-traded net asset value real estate investment trust focused on income-generating real estate, announced plans to conduct a private offering of five new classes of common stock.

In a move to expand its investment offerings, the REIT’s board of directors has authorized and designated five new classes: Class B, Class R-I, Class R-S, Class M-I, and Class M-S. The rights and preferences of these new shares are designed to be substantially similar to the company’s existing common stock classes, maintaining the same proportional rights to the company’s assets.

To facilitate these changes, the company has made several other corporate updates. The advisory agreement was amended to reflect the new share classes and extend the period during which the adviser will advance organization and offering expenses through either Dec. 31, 2026, or the month that the company’s net asset value is at least $750 million.

The company also amended its charter to increase its total authorized capital stock to 3.448 billion shares, with 3.348 billion designated as common stock, and specifically classified a portion of these shares for the new offerings: 38 million as Class B shares, 45 million as Class R-I, 45 million as Class R-S, 180 million as Class M-I, and 240 million as Class M-S.

Furthermore, the company has updated its share repurchase plan and adopted a new, distribution reinvestment plan, or DRIP. The new DRIP supersedes all previous plans.

In addition, the REIT amended its expense limitation agreement with its adviser, Cohen & Steers Capital Management Inc. Under the terms, the adviser contractually agreed to limit the company’s “specified expenses” to an annualized rate of 0.5% of its net assets. This expense cap will remain in effect until Dec. 1, 2026, or the month when the company’s NAV reaches $750 million. The REIT may be required to repay these waived expenses to the adviser at a later date, provided the expenses fall below the agreed-upon limit.

In other activity, Cohen & Steers REIT reported that its total NAV was roughly $203.78 million as of July 31, 2025, an increase of 0.48% from the $202.81 million total NAV as of June 30. The REIT also reported a transaction price of $11.21 for each share class of its common stock sold for subscriptions accepted as of Sept. 1, 2025.

In August, the REIT in a programmatic joint venture with The Sterling Organization LLC, completed the $33.7 million purchase of Deer Valley Towne Center from DDRA Community Centers Eight L.P., an unaffiliated third party. The acquisition was funded by the REIT’s proceeds from its private and public offerings. The property is a 159,000 square foot open air shopping center in the Deer Valley submarket north of Phoenix, Ariz.. It is over 94% leased and is adjacent to 800 apartment units and 200 hospital beds, and is shadow anchored by a Target. The total purchase price was $33.725 million, subject to closing costs and customary prorations. We funded the acquisition using proceeds from our private and public offerings.

Previously reported by AltsWire, the REIT’s June monthly returns were stated at 0.81%, and year-to-date returns were stated at 5.92% as of the end of June. Since inception, in January 2024, the REIT reported total returns of 12.07%. According to investment banking firm Robert A. Stanger & Company Inc., the REIT emerged as the top one-year performer among all NAV REITs with a one-year total return of 12.7% through the second quarter of 2025.

The REIT reported raising net proceeds of $8.9 million from the offering in Q2 2025, including shares issued through its DRIP. It raised net proceeds of $4 million from its private offering of Class P shares in Q2 2025, including shares issued through its DRIP. It also declared monthly distributions totaling $2.3 million during the same time period.

Cohen & Steers Income Opportunities REIT Inc. is a perpetual-life, non-listed REIT formed to invest primarily in high-quality, income-focused, stabilized properties within the United States. The REIT is externally managed by Cohen & Steers Capital Management Inc., a subsidiary of Cohen & Steers Inc.

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