Cohen & Steers Income Opportunities REIT, Inc.

Principal Executive Office

Our principal executive office is located at 1166 Avenue of the Americas, New York, New York 10036. We consider these facilities to be suitable and adequate for the management and operations of our business.

• Purchases and repurchases of shares of our common stock are not made based on the current NAV per share of our common stock.
• Valuations and appraisals of our real estate, underlying mortgages and real estate-related securities are estimates of fair value and may not necessarily correspond to realizable value.
• Our NAV per share amounts may change materially if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
• It may be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.
• NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
• If we are unable to raise substantial funds, we will be limited in the number and type of investments we make and our ability to achieve our investment objectives could be adversely affected.
• In the event we are able to quickly raise a substantial amount of capital, we may have difficulty investing it in properties.
• Our Board may, in the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her shares.
• Our charter permits our Board to authorize us to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.
• Maryland law limits, in some cases, the ability of a third party to vote shares acquired in a “control share acquisition.”
• Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
• Maryland law limits our stockholders’ ability to amend our charter or dissolve us without the approval of our Board.
• Your interest in us will be diluted if we issue additional shares. Your interest in our assets will also be diluted if the Operating Partnership issues additional units.
• We will not be required to comply with certain reporting requirements, including those relating to auditor’s attestation reports on the effectiveness of our system of internal control over financial reporting, accounting standards and disclosure about our executive compensation, that apply to other public companies.
• Our UPREIT structure may result in potential conflicts of interest with limited partners in our Operating Partnership whose interests may not be aligned with those of our stockholders.
• Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
• We depend on the Advisor to develop appropriate systems and procedures to control operational risk.
• We could incur financial losses, reputational harm and regulatory penalties if we or Cohen & Steers fail to implement effective information security policies and procedures.
• Failure to maintain adequate business continuity plans in the event of a catastrophic event could have a material adverse effect on the Company and its business.
• Compliance with Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in the continuous public offering of our common stock, which could harm our ability to achieve our investment objectives.
• General Risks Related to Investments in Real Estate
• Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
• Our success depends on general market and economic conditions. Changes in market and economic conditions, including elevated interest rates, could adversely impact our revenue and profitability.
• Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants and adversely affect the profitability of investments.
• Financial regulatory changes in the United States could adversely affect our business.
• Our portfolio is concentrated in a limited number of industries, geographies and investments.
• We may change our investment and operational policies without stockholder consent.
• We may have difficulty selling our properties, which may limit our flexibility and ability to pay distributions.
• We face risks associated with property acquisitions.
• The acquisition, ownership and disposition of real properties carry certain litigation risks at the property-level that may reduce our profitability and the return on your investment.
• Competition for investment opportunities may reduce our profitability and the return on your investment.
• We make a substantial amount of joint venture investments with third parties and we may in the future do so with Cohen & Steers affiliates. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners and disputes between us and our joint venture partners.
• Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.
• If we obtain options to acquire properties, we may lose the amount paid for such options whether or not the underlying property is purchased.
• In our due diligence review of potential investments, we may rely on third-party consultants and advisors and representations made by sellers of potential portfolio properties, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential investments.
• There can be no assurance that the Advisor will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices or material misstatements or omissions during the due diligence phase or during our efforts to monitor and disclose information about the investment on an ongoing basis or that any risk management procedures implemented by us will be adequate.
• We rely on operating partners to operate our properties and leasing agents to lease vacancies in our properties.
• We depend on tenants for our revenue, and therefore our revenue will depend on the success and economic viability of our tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.
• E-commerce may have an adverse impact on our tenants and business.
• A significant percentage of our revenues is and may continue to be derived from our investments in community shopping centers, and our net income and ability to make distributions to stockholders may be adversely affected if the underlying tenants in these centers are not successful.
• We may face competition in pursuing opportunities to acquire community shopping centers, be unable to sell our existing community shopping centers, experience declines in valuations, and be subject to significant losses, all of which may reduce our net income.
• We may be unable to renew leases as leases expire and our leases may be terminated early.
• Leases with retail properties’ tenants may restrict us from leasing nearby space.
• Our properties may face significant competition.
• Our properties may be leased at below-market rates under long-term leases.
• We may experience material losses or damage related to our properties and such losses may not be covered by insurance.
• We could become subject to liability for environmental violations, regardless of whether we caused such violations.
• Our costs associated with complying with the Americans with Disabilities Act of 1990 (the “ADA”) may affect cash available for distributions.
• The multifamily residential properties in which we invest must comply with the Fair Housing Amendment of 1988.
• The properties we acquire will be subject to property taxes that may increase in the future, which could adversely affect our cash flow.
• Certain of our industrial properties may be special use or build-to-suit and may be difficult to sell or re-let upon tenant defaults or lease terminations.
• We face risks in effecting operating improvements.
• Our industrial tenants may be adversely affected by a decline in manufacturing activity in the United States
• We could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for residential housing.
• Short-term multifamily community leases associated with any multifamily residential properties we acquire may expose us to the effects of declining market rent and could adversely impact our ability to make cash distributions to you.
• Increased levels of unemployment could adversely affect the occupancy and rental rates of any residential properties we acquire.
• If any credit market disruptions or economic slowdowns occur, any investments in multifamily properties may face increased competition from single-family homes and condominiums for rent, which could limit our ability to retain residents, lease apartment units or increase or maintain rents.
• Climate change and climate-change related regulation may adversely affect our business and financial results and damage our reputation.
• We may not be able to attract desirable tenants for our residential properties and may have difficulty evicting defaulting tenants.
• Rent control and other changes in applicable laws, or noncompliance with applicable laws, could adversely affect our residential properties.
• The hospitality or leisure market is seasonal, highly competitive and generally subject to greater volatility than our other market segments.
• Retail properties depend on anchor tenants to attract shoppers and could be adversely affected by the loss of a key anchor tenant.
• We may be adversely affected by trends in the office real estate industry.
• We could be negatively impacted by increased competition, decreased demand and restrictive zoning ordinances in the manufactured housing markets in which we invest.
• Manufactured home loans may be subject to greater credit risk.
• We may invest in commercial properties subject to net leases, which could subject us to losses.
• Technological or other innovations may disrupt the markets and sectors in which we operate and subject us to increased competition or negatively impact the tenants of our properties and the value of our properties.
• Rising inflation may adversely affect our financial condition and results of operations.