Cohen & Steers Income Opportunities REIT (CNSREIT): NAV and Fees

What CNSREIT is, and what it is not

CNSREIT is the non-traded REIT of Cohen & Steers, the New York asset manager best known for listed real estate funds. It buys “high-quality, stabilized real estate assets” in the United States, which in practice means open-air shopping centers: at June 30, 2026 it owned eleven, from a 93%-occupied Dallas center to a 442,000-square-foot center in Austin, many through programmatic joint ventures with The Sterling Organization or Phillips Edison & Company (10-Q, filed August 12, 2026). It also holds listed REIT stock, real estate debt and preferred securities worth $50.5 million.

The common description, “a Reg D NAV REIT”, is half right. The fund sells shares two ways:

• A registered public offering of Class T, S, D, I and F-I shares (minimum investment $2,500 for T, S and D, $1,000,000 for I and F-I unless waived). It is small: from January 30 to October 13, 2026 it sold 603,191 Class I and 1,226,637 Class F-I shares for $21.6 million, plus 46,770 shares through reinvestment, and none of the three retail classes (Supplement No. 9).
• A private placement to accredited investors under Section 4(a)(2) and Regulation D of Class P, B, R-I, R-S, M-I and M-S shares. This is where the money is, and it is why the fund files a Form 8-K Item 3.02 almost every month.

That matters for what you are reading when you see “Class B 1,217,515 shares” in an 8-K: it is a private-placement report, and Class B is not available to the public offering’s investors.

Seven classes, seven prices

Every class owns the same portfolio. What differs is the fee, and the fee, compounding since 2023, shows up in the NAV per share. At September 30, 2026:

All classes pay the same gross distribution of $0.0435 a share a month, which is $0.522 a year: 4.26% of the Class I NAV, 4.27% of Class B, 4.07% of Class P (our arithmetic). Class R-S has its servicing fee taken out of the distribution: the net payment for September 2026 was $0.0350, or about 3.45% of its $12.17 NAV (our arithmetic). On top of the class fees the Special Limited Partner holds a performance participation of 10% of annual Total Return over a 6% hurdle, with a High Water Mark and a Catch-Up.

The Class P premium has a mechanical explanation, not an investment one. Classes I and P were both at $10.00 in March 2023 and both at $10.00 in December 2023; by June 30, 2025 Class I was $11.22 and Class P $11.47, and by September 30, 2026 $12.24 and $12.84. Class P bears 0.90% a year against 1.25%, and its management fee waiver ended on January 31, 2025, three months before the one on Class I (April 30, 2025).

The monthly raise, by class

Each Form 8-K Item 3.02 lists the private-placement shares sold on or around the first of the month. Class P is largely Cohen & Steers’ own money: on June 1, 2026, the Advisor bought 2,512,259 of the 2,532,732 Class P shares sold, for $30.7 million. Stripping out Class P gives the outside money:

Totals are our sums of the classes in each 8-K. October 1, 2026 is the largest month of the year for money that did not come from the Advisor ($16.6 million, against $13.4 million in July), and Class B alone took $14.8 million, 32% of the $46.6 million of Class B sold in the nine reports since October 2025 (our arithmetic). At September 30 there were 2,771 thousand Class B shares; the October 1 sale alone adds about 44% to that count (our arithmetic, before any repurchases).

A buyer on the 1st pays last-but-one month’s NAV

The price per share in these 8-Ks is not in the filing, but it is the consideration divided by the shares. For Class B it equals, to the cent, the NAV from two month-ends earlier:

The supplement spells out the same rule for the public classes: “The transaction price for each of our Class I shares and Class F-I shares is equal to such class’s NAV per share as of September 30, 2026,” and it applies to subscriptions accepted as of November 1, 2026 and repurchases as of October 31, 2026. When NAV is rising, as it has been, a buyer on the 1st pays slightly less than the NAV already struck: $12.17 against $12.23 on October 1, about 0.5% (our arithmetic). It works the other way when NAV falls, and for a holder who asks for repurchase at a month-end the same lag sets the price.

Why NAV has risen

Class I NAV went from $11.21 on September 30, 2025 to $12.24 on September 30, 2026, a 9.2% rise (our arithmetic), most of it between January and June 2026. Three things are visible in the filings:

• Valuation marks. Properties are carried at cost when acquired and then valued by an independent valuation advisor with a discounted cash flow. At September 30, 2026 the weighted-average inputs were a 7.80% discount rate and 6.81% exit capitalization rate for community centers and 7.99% and 6.73% for grocery-anchored centers; at June 30 they were 7.76% and 6.91% for community centers and 8.09% and 6.76% for grocery-anchored.
• The gap between GAAP and NAV. At June 30, 2026 GAAP stockholders’ equity was $268,528 thousand and NAV $340,338 thousand. The reconciliation adds $34,228 thousand of unrealized real estate and mortgage-debt appreciation, $27,823 thousand of accumulated depreciation and amortization and $11,724 thousand of advanced organization and offering costs.
• Securities. Realized and unrealized gains on the $50.5 million of listed real estate securities were $5,211 thousand in the second quarter of 2026.

Portfolio and debt

The eleven mortgages total $374,317 thousand with a weighted average rate of about 5.53% (our arithmetic, counting Springs Plaza at its 5.24% swapped rate), maturing between January 2029 and January 2035. The last two lines are purchases of $59.8 million and $32.5 million made through the Sterling venture after the quarter; their financing is not yet in a filing. At September 30, 2026 the NAV calculation showed $397,637 thousand of mortgages against $761,419 thousand of real estate (52.2%, our arithmetic) and no balance on the Bank of America credit facility. Annualized base rent expiring in 2027, 2028 and 2029 is 40% of the $44,471 thousand total (our arithmetic).

Distributions and coverage

The $0.0435 monthly gross distribution has not changed since the first declaration in June 2024. The 10-Q reports where the cash came from:

Of the $5,609 thousand paid in the half, $3,456 thousand (62%) was reinvested in shares. Operating cash flow for the six months was $5,811 thousand, so the margin over the payout was $202 thousand (our arithmetic). GAAP net income was $1,058 thousand for the half and $2,611 thousand for the quarter, on rental revenue of $25,392 thousand and $13,677 thousand; the fund’s own statement is that inception-to-date operating cash flow has funded 100% of distributions.

Repurchases

The plan lets holders ask monthly, limited to 2% of aggregate NAV a month and 5% a quarter across all classes, at the transaction price, or 95% of it for shares held under one year (two years for certain private shares). Requests tied to death, disability or divorce are paid first, then the rest pro rata; the Advisor’s Class P shares are repurchased only after everyone else (see how the fund compares in our death and disability repurchase census). The board can change or suspend the plan.

In the second quarter of 2026 the fund repurchased 48,849 shares for $0.6 million and 118,660 shares, $1.4 million, in the half, and says it satisfied all requests. Five percent of the June 30 NAV would have been about $17.0 million, so the quarter used about 3.5% of that capacity (our arithmetic). There was never a queue; but with only 341 holders of record at March 17, 2026, mostly platforms and feeder accounts holding for many people, a single large request would change the picture quickly.

What a reader can do with this

• If you hold a class and want to know what you own: compare your class in the first table. The same portfolio is sold at $12.11 to $12.84 a share, and the gap is fees compounding, not performance.
• If you are offered Class B, R-I, R-S or M-I: ask what NAV your order will be priced at. On the 1st of the month it will be the NAV of two month-ends earlier, which was lower than the NAV already struck in seven of the eight months from March to October 2026 (our arithmetic).
• If you plan to ask for repurchase: look at the date. A request tied to the October 31 repurchase date would settle at the $12.24 Class I or $12.08 Class F-I price in the October 13 supplement; the 95% rate applies under one year.
• If you compare this with other NAV REITs: the big-brand NAV REIT comparison, fee drag by share class and North Haven Net REIT use the same filings. The Form D census of private REITs shows who else raises under Regulation D.

FAQ

All figures are from CNSREIT’s SEC filings read on EDGAR on October 22, 2026: Supplement No. 9 to the prospectus (Form 424B3, accession 0001939433-26-000170, October 13, 2026) and the earlier monthly NAV supplements, the prospectus dated April 15, 2026 (accession 0001193125-26-157074), ten Form 8-K reports under Item 3.02 (January 2 to October 6, 2026), the Form 8-K of September 29, 2026 (accession 0001939433-26-000160), the Form 10-Q for the quarter ended June 30, 2026 (accession 0001939433-26-000140) and the Form 10-K for 2025 (accession 0001939433-26-000046). Prices per share in the 8-K table, class totals, percentages, weighted rates and coverage ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.