RQI Rights Offering
A time-limited opportunity for current stockholders
The Cohen & Steers Quality Income Realty Fund, Inc. (NYSE: RQI) (the “Fund”) Board of Directors has approved the terms of the issuance of transferrable rights to holders of shares of common stock of the Fund (the “common shares”) as of June 18, 2026 (the Record Date). Holders of rights will be entitled to subscribe for additional shares at a discount to the market price of the common shares.
FAQs
What is a transferable rights offering?
- A transferrable rights offering is an opportunity, not an obligation, for shareholders to purchase additional shares of the fund at a discounted price during a specified offering period.
- Although shareholders are not required to purchase additional shares, they are given the opportunity, or “right” to purchase shares, based on the number of shares they own on the record date of the offering.
- Additional shares are purchased at a subscription price that is calculated using a specific formula, which usually provides a discount to the market price.
- In a transferable rights offering, shareholders who do not wish to participate have the option to sell their rights on the open market, using the right’s ticker symbol on the New York Stock Exchange.
- Rights offerings provide a way for closed-end funds to raise additional capital quickly, to capitalize on attractive market opportunities, with the goal of enhancing returns to shareholders.
Has the Fund conducted a rights offering in the past?
- Yes, RQI conducted a rights offering in February 2020 and invested the proceeds successfully generating positive total returns for all common stockholders.
Why is the Fund conducting the offering now?
- The Cohen & Steers Capital Management, Inc. (the “Advisor”) believes that investments in key sectors within listed and private real estate can potentially support the distribution rate and enhance portfolio performance for all common shareholders
- Opportunities in commercial real estate: The Advisor believes that secular themes and tailwinds, including a retail renaissance, digitalization of economies, impact of artificial intelligence (AI), and aging population, are driving opportunities in commercial real estate. The Advisor believes that commercial real estate may have bottomed, and a recovery is underway providing an attractive entry point for investors.
A portion of the proceeds from the rights offering may be allocated to investments in private commercial real estate, but will typically not exceed 10% of the Fund’s managed assets. - Tax-efficiency: The potential to invest in new opportunities without the need to sell existing portfolio positions, which may reduce taxable events for common shareholders.
- Benefit for common shareholders: The offer provides common shareholders with an opportunity to buy new common shares below market price.
- Enhanced liquidity: The offer creates the potential for increased trading volume and liquidity of common shares.
- Advisor paying all offering expenses: The Advisor will pay all offering expenses, including the solicitation and dealer management fees, in support of the transaction.
- Opportunities in commercial real estate: The Advisor believes that secular themes and tailwinds, including a retail renaissance, digitalization of economies, impact of artificial intelligence (AI), and aging population, are driving opportunities in commercial real estate. The Advisor believes that commercial real estate may have bottomed, and a recovery is underway providing an attractive entry point for investors.
What is the subscription period and other important dates?
- Subscription period: June 18, 2026 – July 15, 2026
- Record date: June 18, 2026
- RQI trades ex-rights: June 18, 2026
- Rights begin to trade: June 17, 2026
- Rights cease trading: July 14, 2026
Can I subscribe for more common shares than my rights entitle me to purchase?
- Yes. Holders of common shares as of the Record Date (“Record Date Shareholders”) who fully exercise all rights issued to them (other than those rights to acquire less than one common share, which cannot be exercised) are entitled to subscribe for additional common shares that were not subscribed for by other Record Date Shareholders, subject to certain limitations and subject to allotment—this is known as the “over-subscription privilege.”
- If sufficient common shares are available, all Record Date Shareholders’ over-subscription requests will be honored in full.
- If these requests for common shares exceed the common shares available, the available common shares will be allocated pro-rata among Record Date Shareholders who over-subscribe based on the number of rights originally issued to them by the Fund.
Can investors who acquire rights that are not record date shareholders participate in the over-subscription privilege?
- No. Investors who are not Record Date Shareholders, but who otherwise acquire rights to purchase common shares pursuant to the offer, are not entitled to subscribe for any common shares pursuant to the over-subscription privilege.
Do I have to participate in the offering?
- No. Participation in the offering is at shareholder discretion.
- Shareholders have three options:
- Subscribe for the offering (in full or in part)
- Sell their rights on the secondary market under the ticker symbol “RQI RT”
- Do nothing, in which the rights will expire worthless
- Shareholders have three options:
How do I participate in the offering?
- To exercise your rights, contact your broker or financial advisor who can forward your instructions on your behalf.
- If you do not have a broker of financial advisor, you should complete the subscription certificate and deliver it to the subscription agent with your payment, at one of the locations on the subscription certificate. If you need assistance, you can call Georgeson LLC (the “Information Agent”) toll free at (888) 812-7762.
Can non-US accounts participate in the offering?
- No. However, their rights can be sold by contacting their financial advisor or intermediary. If they do not have one, they should contact the Information Agent toll free at (888) 812-7762.
EXPLORE MORE
PLEASE READ THE PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR MORE INFORMATION.
“FAQs” are qualified in their entirety by reference to the information included in the accompanying prospectus supplement and prospectus. Investors should consider the Fund’s investment objective, risks, and charges and expenses before investing. The prospectus supplement and prospectus contain this and other information about the Fund, including risk factors that should be carefully considered before participating in the offer.
For more information, and to request a prospectus supplement and prospectus, shareholders can contact the Fund’s Information Agent, Georgeson LLC, toll free at (XXX) XXX-XXXX.
CERTAIN RISKS. Investing in the Fund involves risks, including the risk that investors may receive little or no return on their investment or may lose part or all of their investment. Below is a summary of certain principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see [“Risks Relating to the Offer”] in the prospectus supplement and [“Principal Risks of the Fund”] in the prospectus. Investors should consider carefully the following principal risks before investing in the Fund. An investment in the Fund is subject to investment and market risk, including the possible loss of an investor’s entire investment. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs.
TAXATION. The Fund has elected to be treated and has qualified and intends to continue to qualify annually to be treated for U.S. federal income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, the Fund generally will not pay corporate level federal income taxes on any net ordinary income or capital gains that it currently distributes to its common shareholders. To qualify and maintain its qualification as a RIC for U.S. federal income tax purposes, the Fund must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of its net ordinary income and realized net short-term capital gains more than realized net long-term capital losses, if any. See [“Terms of the Offer—U.S. Federal Income Tax Consequences”] and ["Taxation"] in the accompanying prospectus supplement and prospectus, respectively.
DILUTION. Record Date Shareholders who do not fully exercise their rights will, at the completion of the offer, own a smaller proportional interest in the Fund than owned prior to the offer. The completion of the offer will result in immediate voting dilution for such common shareholders. Further, the expenses associated with the offer will immediately reduce the net asset value of each outstanding common share. In addition, if the subscription price is less than the net asset value per common share as of the expiration date, the completion of this offer will result in an immediate dilution of the net asset value per common share for all existing common shareholders (i.e., will cause the net asset value per common share of the Fund to decrease). It is anticipated that existing common shareholders will experience immediate dilution even if they fully exercise their rights. Such dilution is not currently determinable because it is not known how many common shares will be subscribed for, what the net asset value per common share or market price of the Fund’s common shares will be on the expiration date or what the subscription price per common share will be. The Fund will pay all expenses associated with the offer.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause the Fund’s actual results or level of performance to be materially different from any future results or level of performance expressed or implied by such forward-looking statements. Such factors include, among others, those listed under “Risks Relating to the Offer” in the prospectus supplement and “Principal Risks of the Fund” in the prospectus. As a result of these and other factors, the Fund cannot give you any assurances as to its future results or level of performance, and neither the Fund nor any other person assumes responsibility for the accuracy and completeness of such statements. The Fund undertakes no obligation to publicly update or revise any forward-looking statements made herein.
UBS Securities LLC is acting as dealer manager for the rights offering. In the U.S., securities underwriting, trading, and brokerage activities and M&A advisory activities are provided by UBS Securities LLC, a registered broker/dealer that is a wholly owned subsidiary of UBS AG, a member of the New York Stock Exchange and other principal exchanges, and a member of Securities Investor Protection Corporation.