Supplemental Prospectus (Form 424B3)

COHEN & STEERS INCOME OPPORTUNITIES REIT, INC.

SUPPLEMENT NO. 3 DATED JUNE 12, 2025

TO THE PROSPECTUS DATED APRIL 17, 2025

This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of Cohen & Steers Income Opportunities REIT, Inc., dated April 17, 2025 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meaning as in the Prospectus. References herein to "we", "us", or "our" refer to Cohen & Steers Income Opportunities REIT, Inc. and its consolidated subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

•to disclose the transaction price for each class of our common stock as of July 1, 2025;

•to disclose the calculation of our May 31, 2025 net asset value ("NAV") per share for each class of our common stock;

•to provide an update on the status of our current public offering;

•to update the "Experts" section of the Prospectus; and

•to disclose an update regarding our management.

July 1, 2025 Transaction Price

The transaction price for each share class of our common stock sold in this offering for subscriptions accepted as of July 1, 2025 (and repurchases, if applicable, as of June 30, 2025) is as follows:

			Transaction Price (per share)
Class T			$	11.18
Class S			$	11.18
Class D			$	11.18
Class I			$	11.18
Class F-T			$	11.18
Class F-S			$	11.18
Class F-D			$	11.18
Class F-I			$	10.96

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 May 31, 2025. A detailed presentation of the NAV per share is set forth below.

As of May 31, 2025, we had no Class T shares, Class S shares, Class D shares, Class F-T shares, Class F-S shares or Class F-D shares outstanding. As a result, the transaction price for each of our Class T shares, Class S shares, Class D shares, Class F-T shares, Class F-S shares and Class F-D shares is based on the NAV per share for our Class I shares as of May 31, 2025. Class P shares are not sold as a part of our public offering. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

May 31, 2025 NAV Per Share

We calculate NAV per share in accordance with the valuation guidelines approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at https://www.cnsreit.com.

Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for important information about how our NAV is determined. The Advisor is ultimately responsible for determining our NAV.

The following table provides a breakdown of the major components of our total NAV as of May 31, 2025 ($ and shares in thousands):

Components of NAV						May 31, 2025
Investments in real estate						$	296,800
Investments in real estate-related securities						31,405
Cash and cash equivalents						38,784
Restricted cash						3,413
Other assets						2,997
Dividend payable						(761)
Other liabilities						(5,458)
Subscriptions received in advance						(1,840)
Mortgages, net of deferred financing costs						(157,544)
Accrued performance participation allocation						(14)
Management fee payable						(154)
Non-controlling interests in joint ventures						(8,560)
Net asset value						$	199,068
Number of outstanding shares of common stock						17,495

The following table provides a breakdown of our total NAV and NAV per share of common stock by class as of May 31, 2025 ($ and shares in thousands, except per-share data):

NAV Per Share						Class I						Class F-I						Class P						Total
Net asset value						$	699					$	8,965					$	189,404					$	199,068
Number of outstanding shares						63						818						16,614						17,495
NAV per share						$	11.18					$	10.96					$	11.37

Consistent with our disclosure in the Prospectus regarding our NAV calculation, our investments in real estate are initially valued at cost. Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the May 31, 2025 valuation of our investments in real estate not valued at cost.

Property Type						Discount Rate						Exit Capitalization Rate
Community shopping center						8.02		%				7.01		%
Grocery-anchored shopping center						8.24		%				6.99		%

These assumptions are determined by our independent valuation advisor and reviewed by the Advisor. A change in these assumptions would impact the calculation of the value of our investments in real estate. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investments in real estate value:

Input						Hypothetical Change						Community Shopping Center Values						Grocery-Anchored Shopping Center Values
Discount Rate						0.25% decrease						1.62		%				1.74		%
(weighted average)						0.25% increase						(1.62)		%				(1.87)		%
Exit Capitalization Rate						0.25% decrease						2.08		%				1.99		%
(weighted average)						0.25% increase						(2.03)		%				(1.99)		%

Status of Our Current Public Offering

We are currently offering on a continuous basis up to $3.0 billion in shares of our common stock, consisting of up to $2.4 billion in shares in our primary offering and up to $0.6 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued and sold 914,197 shares of our common stock (consisting of 20,741 Class I shares and 893,456 Class F-I shares) for total proceeds of $9.96 million and 2,589 shares of our common stock (consisting of Class I shares and Class F-I shares) pursuant to our distribution reinvestment plan for a total value of $0.03 million. As of the date hereof, we have not sold any Class T shares, Class S shares, Class D shares, Class F-T shares, Class F-S shares or Class F-D shares. We intend to continue selling shares in the public offering on a monthly basis.

Experts

The following disclosure is added to the "Experts" section of the Prospectus.

The estimated market value of our investments in real estate as of May 31, 2025 presented under the section "May 31, 2025 NAV Per Share" of this Supplement has been prepared by SitusAMC Real Estate Valuation Services, LLC, an independent valuation firm, and is included in this Supplement given the authority of such firm as experts in property valuations and appraisals. SitusAMC Real Estate Valuation Services, LLC will not calculate or be responsible for our NAV per share for any class of our shares.

Management Update

On May 30, 2025, Anthony M. Corriggio provided notice to us of his decision to retire from his positions as our President and Chief Operating Officer and to step down from his role on the Investment Committee, after a 33-year career in the real estate industry. Such notice was provided concurrently with Mr. Corriggio's provision of notice to the Advisor, of his decision to retire as an employee and officer of the Advisor. In order to ensure an orderly transition of responsibilities, we and Mr. Corriggio have mutually agreed that the effective date of Mr. Corriggio's retirement will be September 30, 2025.

The following disclosure is added to the section of the Prospectus titled "Directors and Executive Officers", "The Advisor and Cohen & Steers", and all other similar disclosure in the Prospectus.

Effective September 30, 2025, Mr. Corriggio will resign as an employee of the Advisor, and therefore will resign as our President and Chief Operating Officer and step down from the Investment Committee.