SEC Form 497AD filed by Cohen & Steers Quality Income Realty Fund Inc
| Cohen & Steers, Inc. 1166 Avenue of the Americas New York, NY 10036 212 832 3232 |
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| Contact: Robert Klemens Vice President Communications 212 796 9377 |
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Cohen & Steers Quality Income Realty Fund, Inc. Announces Terms of Transferable Rights Offering
NEW YORK, June 8, 2026–Cohen & Steers Quality Income Realty Fund, Inc. (NYSE: RQI) (the “Fund”) announced today that its Board of Directors has approved the terms of the issuance of transferable rights (“Rights”) to the holders of the Fund’s common stock (par value $0.001 per share), as of the record date, June 18, 2026 (the “Record Date”). Holders of these Rights will be entitled to subscribe for additional shares of common stock (the “Offer”). The Offer to acquire additional shares of common stock will be made only by means of a prospectus supplement and accompanying prospectus, and this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Fund’s securities.
Cohen & Steers Capital Management, Inc. (the “Advisor”) believes that incremental investments in key sectors within listed and private real estate can potentially support the distribution rate and enhance portfolio performance for all common stockholders.
Mathew Kirschner, Portfolio Manager, U.S. Real Estate at Cohen & Steers, said:
“We believe listed and private real estate are attractively valued compared with stocks and bonds, reflecting the idea that real estate has repriced and is in the early stages of a new cycle. Powerful themes—a retail renaissance, digital transformation, and aging populations—are converging with limited supply to create compelling investment opportunities across real estate. This rights offering provides investors with the potential to capitalize on these opportunities.”
A portion of the proceeds from the Offer may be allocated to investments in private commercial real estate but will typically not exceed 10% of the Fund’s managed assets. Additionally, the Offer provides potential to invest in new opportunities without the need to sell existing portfolio positions, which may reduce taxable events for common stockholders. It also creates potential for increased liquidity and trading volume of the Fund’s shares of common stock as well as providing common stockholders an opportunity to buy new common shares below market price. Importantly, the Advisor (and not the Fund) will pay all offering expenses, including the solicitation and dealer manager fees, in support of the Offer.
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Certain key terms of the Offer are as follows:
| • | Common stockholders on the Record Date (“Record Date Stockholders”) will receive one transferable Right for each share of common stock owned. |
| • | Three Rights are required to purchase one newly issued share of common stock at the Subscription Price (defined below). The Fund will not issue fractional shares, so Record Date Stockholders holding fewer than three Rights will be entitled to subscribe for one full share of common stock. |
| • | The Subscription Price will be determined by the Fund upon the expiration of the Offer, which is currently expected to be July 15, 2026, unless the Fund extends the Offer (the “Expiration Date”). The Subscription Price will be based upon a formula equal to the higher of 92.5% of the average market price on Expiration Date and the four preceding trading days on the NYSE or 90% of the average of net asset value on Expiration Date and the four preceding trading days (the “Subscription Price”). |
| • | Record Date Stockholders who fully exercise all Rights initially issued to them will be permitted to subscribe for additional shares of common stock that were not subscribed for by other Record Date Stockholders at the Subscription Price (“over-subscription privilege”). Investors who are not Record Date Stockholders, but who otherwise acquire Rights, are not entitled to subscribe for any additional shares of common stock. Over-subscription shares may only be acquired if there are unexercised Rights. If sufficient shares of common stock are not available to honor all over-subscription requests, unsubscribed shares of common stock will be allocated pro rata among those Record Date Stockholders who over-subscribe based on the number of shares of common stock they owned on the Record Date. |
| • | The Rights are expected to trade “when issued” on the NYSE beginning on June 17, 2026, and the Fund’s shares of common stock are expected to trade “ex-Rights” on the NYSE beginning on June 18, 2026. The Rights are expected to begin trading for normal settlement on the NYSE (NYSE: RQI RT) on or about June 22, 2026. |
| • | The Offer is expected to expire at 5:00 PM Eastern Time on July 15, 2026, unless extended. |
| • | The definitive terms of the Offer will be made through a prospectus supplement and accompanying prospectus. The final terms of the Offer may be different from those set out above. |
| • | All offering expenses, including sales commissions, will be borne by the Advisor and not the Fund or any of the Fund’s common stockholders. |
The Fund expects to maintain its current distribution level following the Offer. The Fund has declared a monthly distribution of $0.090 per share of common stock payable on June 30, 2026, with a record date of June 9, 2026, and a monthly distribution of $0.090 per
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share of common stock payable on July 31, 2026, with a record date of July 6, 2026. Any shares of common stock issued as a result of the Offer will not be record date shares for the Fund’s monthly distribution to be paid on June 30, 2026 or July 31, 2026, and will not be entitled to receive such distribution.
The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Stockholders within the United States shortly following the Record Date. Inquiries regarding the Offer should be directed to the Information Agent, Georgeson LLC at 888 812-7762.
Record Date Stockholders who hold shares of common stock through a broker, custodian or trust company can most likely act electronically and should contact such entity to understand their procedure to exercise or sell their Rights as each firm may have different procedures. Please review the offering materials carefully and ensure any decisions are made within the subscription period, and according to your broker’s, custodian, or trust company’s specific closing date, which may be earlier than Expiration Date.
Record Date Stockholders who do not hold shares of common stock through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.
The information in this press release is not complete and is subject to change. This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus. Investors should consider the Fund’s investment objectives, risks, charges, and expenses carefully before investing. The Fund’s prospectus supplement and accompanying prospectus will contain this and additional information about the Fund and additional information about the Offer and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund’s information agent:
Georgeson LLC
51 West 52nd Street, 6th Floor
New York, NY 10019
(888) 812-7762
About Cohen & Steers Quality Income Realty Fund, Inc. The Fund is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The primary investment objective of the Fund is to seek high current income through investment in real estate securities. The secondary investment objective is capital appreciation. Real estate securities include common stocks, preferred
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stocks and other equity and debt securities issued by real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities.
About Cohen & Steers. Cohen & Steers is a leading global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the firm is headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo, and Singapore.
The Advisor is a wholly owned subsidiary of Cohen & Steers.
Safe Harbor Statement
This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein are “forward-looking statements.” Although the Fund and the Advisor believe the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Fund’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the Fund and the Advisor do not assume a duty to update any forward-looking statement.
Risks of Investing in Real Estate Securities.
The risks of investing in real estate securities are similar to those associated with direct investments in real estate, including falling property values due to increasing vacancies; declining rents resulting from economic, legal, political or technological developments; lack of liquidity; lack of availability of financing; limited diversification, sensitivity to certain economic factors such as interest rate changes and market recessions and changes in supply of or demand for similar properties in a given market. No representation or warranty is made as to the efficacy of any particular strategy or fund or the actual returns that may be achieved.
Risks of Investing in Closed-End Funds
Shares of many closed-end funds frequently trade at a discount from their asset value. Funds are subject to stock market risk, which is the risk that stock prices overall will decline over short or long periods, adversely affecting the value of an investment in a
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fund. The Offer may result in an immediate dilution of the net asset value per share of common stock for all existing common stockholders, including those who fully exercise their Rights.
SOURCE: Cohen & Steers
CONTACT: Robert Klemens
Vice President, Communications
media@cohenandsteers.com
Website: https://www.cohenandsteers.com
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