{"url_path":"/sec/cik-0001939433/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1939433/0001939433-26-000079-index.html","accession_number":"0001939433-26-000079","cik":"0001939433","ticker":null,"issuer_name":"Cohen & Steers Income Opportunities REIT, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939433/0001939433-26-000079-index.html","primary_entity_key":"0001939433","primary_entity_name":"Cohen & Steers Income Opportunities REIT, Inc."},"word_count":764,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered sales of equity securities\n\nAll sales of unregistered securities during the three months ended March 31, 2026 were previously disclosed.\n\nUse of Proceeds\n\nOn January 30, 2026, our Registration Statement on Form S-11 (File No. 333-288734) for the Offering was declared effective under the Securities Act. The transaction price for each class of our common stock is determined monthly and is made available on our website, www.cnsreit.com, and in prospectus supplement filings.\n\nAs of March 31, 2026, we have primarily used the proceeds from the Offering and the unregistered sales of our Private Placement Offering toward the acquisition of $406.1 million in real estate and for investments of $45.3 million in real estate-related securities, net of proceeds from sales of such securities. In addition, we financed our investments with $235.1 million from mortgage notes.\n\nShare Repurchases\n\nThe Company has adopted a share repurchase plan whereby, on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of all share classes will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. The Company will only repurchase Class P shares, or other shares, held by Cohen & Steers after all other stockholder repurchase requests have been processed (except with respect to repurchases of shares of common stock that the Advisor receives in lieu of a management fee (including any units of the Operating Partnership that are subsequently converted to shares of our common stock)). We will only process repurchases of common stock held by the Special Limited Partner after all other stockholder repurchase requests have been processed. Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, except shares that have not been outstanding for at least one year (or for certain shares in the Private Placement Offering, two years) would be repurchased at 95% of the transaction price (subject to certain exceptions). If the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis after the Company has repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan, as applicable.\n\n45\n\n[Table of Contents](#i6f4b811e84404d87b626c677ef0b24b6_7)\n\nDue to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Should repurchase requests, in the Company’s judgment, place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing the Company’s liquid assets in real properties or other illiquid investments rather than repurchasing the Company’s shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Board may modify, suspend or terminate our share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of the Company’s stockholders.\n\nDuring the three months ended March 31, 2026, we repurchased Class P shares in the following amounts:\n\nMonth ofTotal Number of Shares RepurchasedAverage Price Paid per ShareTotal Number of Shares Repurchased as Part of Publicly Announced Plans or Programs\nRepurchases as Percentage of NAV(1)\n\nMaximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(2)\n\nJanuary 202612,532 $11.47 12,532 0.06 %— \n\nFebruary 202614,596 11.51 14,596 0.07 %— \n\nMarch 202642,683 11.76 42,683 0.20 %— \n\nTotal69,811 $11.66 69,811 N/M— \n\n_________\n\n(1)     Represents aggregate NAV of shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding in such class, in each case, based on the NAV as of the last calendar day of the prior month.\n\n(2)     All repurchase requests under our share repurchase plan were satisfied."}