What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 504 added, 423 removed, 2804 unchanged (25% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2024 December 31,

9 unchanged sentences

Cash 29,765 8,415

Interest receivable on investments 40,841 36,724

Interest and fees receivable on investments 49,446 36,724

Dividends receivable 76 —

12 unchanged sentences

Shareholder distribution payable — 10,837

Share repurchases payable 40 —

Total liabilities 1,076,431 1,122,161

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended

2024 2023 2024 2023 2023

25 unchanged sentences

Net investment income before taxes 21,597 29,753 77,162 83,150 104,968

Income tax expense (benefit), including excise tax 4 118 9 123 ( 54 )

Income tax benefit, including excise tax ( 21 ) ( 237 ) ( 12 ) ( 114 ) ( 54 )

Net investment income after taxes 21,618 29,990 77,174 83,264 105,022

Realized and unrealized gains (losses)

Net realized losses on:

Net realized gains (losses) on:

Non-controlled, non-affiliated investments 3,938 ( 8,123 ) ( 18,984 ) ( 31,576 ) ( 31,927 )

1 unchanged sentence

Controlled investments — — — — —

Net realized losses ( 20,277 ) ( 18,928 ) ( 30,013 ) ( 23,453 ) ( 31,927 )

Net change in unrealized appreciation (depreciation) on:

Net realized gains (losses) 3,938 ( 8,123 ) ( 26,075 ) ( 31,576 ) ( 31,927 )

Net change in unrealized (depreciation) appreciation on:

Non-controlled, non-affiliated investments ( 4,242 ) 26,298 ( 9,342 ) 8,608 15,658

1 unchanged sentence

Controlled investments ( 14,154 ) ( 1,251 ) ( 22,730 ) ( 6,838 ) 13,896

Net change in unrealized appreciation (depreciation) 19,692 23,406 3,280 ( 32,972 ) 22,219

Net change in unrealized (depreciation) appreciation ( 25,935 ) 25,606 ( 22,655 ) ( 7,366 ) 22,219

Net realized and unrealized (losses) gains ( 21,997 ) 17,483 ( 48,730 ) ( 38,942 ) ( 9,708 )

Net increase (decrease) in net assets resulting from operations $ 22,378 $ 27,894 $ 28,823 $ ( 3,151 ) $ 95,314

Net (decrease) increase in net assets resulting from operations $ ( 379 ) $ 47,473 $ 28,444 $ 44,322 $ 95,314

Per share information—basic and diluted

Net increase (decrease) in net assets per share resulting from operations $ 0.42 $ 0.51 $ 0.54 $ ( 0.06 ) $ 1.74

Net (decrease) increase in net assets per share resulting from operations $ ( 0.01 ) $ 0.87 $ 0.53 $ 0.81 $ 1.74

Net investment income per share $ 0.40 $ 0.55 $ 1.44 $ 1.52 $ 1.92

6 unchanged sentences

Shares Amount

Balance at December 31, 2022 55,299,484 $ 55 $ 1,044,547 $ ( 160,968 ) $ 883,634

Balance at December 31, 2022 (audited) 55,299,484 $ 55 $ 1,044,547 $ ( 160,968 ) $ 883,634

Repurchases of common stock ( 338,029 ) — ( 3,592 ) — ( 3,592 )

4 unchanged sentences

— — — ( 18,687 ) ( 18,687 )

Balance at March 31, 2023 54,961,455 55 1,040,955 ( 210,700 ) 830,310

Balance at March 31, 2023 (unaudited) 54,961,455 55 1,040,955 ( 210,700 ) 830,310

Repurchases of common stock ( 328,628 ) — ( 3,226 ) — ( 3,226 )

4 unchanged sentences

— — — ( 18,614 ) ( 18,614 )

Balance at June 30, 2023 54,632,827 55 1,037,729 ( 201,420 ) 836,364

Balance at June 30, 2023 (unaudited) 54,632,827 55 1,037,729 ( 201,420 ) 836,364

Repurchases of common stock ( 168,023 ) ( 1 ) ( 1,800 ) — ( 1,801 )

4 unchanged sentences

— — — ( 21,276 ) ( 21,276 )

Balance at September 30, 2023 54,464,804 54 1,035,929 ( 175,223 ) 860,760

Balance at September 30, 2023 (unaudited) 54,464,804 54 1,035,929 ( 175,223 ) 860,760

Repurchases of common stock ( 280,168 ) — ( 2,899 ) — ( 2,899 )

4 unchanged sentences

— — — ( 29,290 ) ( 29,290 )

Balance at December 31, 2023 54,184,636 54 1,033,030 ( 153,521 ) 879,563

Balance at December 31, 2023 (audited) 54,184,636 54 1,033,030 ( 153,521 ) 879,563

Repurchases of common stock ( 424,031 ) — ( 4,670 ) — ( 4,670 )

4 unchanged sentences

— — — ( 18,279 ) ( 18,279 )

Balance at March 31, 2024 53,760,605 54 1,028,360 ( 165,355 ) 863,059

Balance at March 31, 2024 (unaudited) 53,760,605 54 1,028,360 ( 165,355 ) 863,059

Repurchases of common stock ( 234,982 ) — ( 2,671 ) — ( 2,671 )

4 unchanged sentences

— — — ( 21,960 ) ( 21,960 )

Balance at June 30, 2024 53,525,623 54 1,025,689 ( 164,937 ) 860,806

Balance at June 30, 2024 (unaudited) 53,525,623 54 1,025,689 ( 164,937 ) 860,806

Repurchases of common stock ( 165,737 ) ( 1 ) ( 2,002 ) — ( 2,003 )

Net investment income — — — 21,618 21,618

Net realized gains on investments — — — 3,938 3,938

Net unrealized losses on investments — — — ( 25,935 ) ( 25,935 )

Dividends declared and payable ($ 0.36 per share)

— — — ( 19,234 ) ( 19,234 )

Balance at September 30, 2024 (unaudited) 53,359,886 $ 53 $ 1,023,687 $ ( 184,550 ) $ 839,190

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended

2024 2023 2024 2023 2023

1 unchanged sentence

Operating activities:

Net increase (decrease) in net assets resulting from operations $ 22,378 $ 27,894 $ 28,823 $ ( 3,151 ) $ 95,314

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities:

Net (decrease) increase in net assets resulting from operations $ ( 379 ) $ 47,473 $ 28,444 $ 44,322 $ 95,314

Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash provided by (used in) operating activities:

Net accretion of discount on investments ( 1,864 ) ( 3,899 ) ( 15,162 ) ( 10,842 ) ( 13,506 )

4 unchanged sentences

Proceeds from sale of investments 24,356 1,920 41,411 12,521 12,771

Net realized loss on investments 20,277 18,928 30,013 23,453 31,927

Net change in unrealized (appreciation) depreciation on investments ( 19,692 ) ( 23,406 ) ( 3,280 ) 32,972 ( 22,219 )

Net realized (gain) loss on investments ( 3,938 ) 8,123 26,075 31,576 31,927

Net change in unrealized depreciation (appreciation) on investments 25,935 ( 25,606 ) 22,655 7,366 ( 22,219 )

Amortization of debt issuance costs 1,325 975 3,834 2,871 4,073

10 unchanged sentences

Increase (decrease) in share repurchase payable 40 — 40 67 —

Net cash (used in) provided by operating activities ( 16,729 ) ( 36,000 ) 79,624 ( 35,692 ) ( 97,151 )

Net cash provided by (used in) operating activities 51,996 ( 6,857 ) 131,620 ( 42,549 ) ( 97,151 )

Financing activities:

5 unchanged sentences

Net cash (used in) provided by financing activities ( 32,029 ) 2,147 ( 110,270 ) ( 33,385 ) 22,827

Net (decrease) increase in cash ( 38,684 ) ( 84,501 ) 1,383 ( 71,224 ) ( 74,324 )

Net increase (decrease) in cash 19,967 ( 4,710 ) 21,350 ( 75,934 ) ( 74,324 )

Cash, beginning of period 9,798 11,515 8,415 82,739 82,739

8 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

6 unchanged sentences

12/31/2025 Capital Equipment 2,104 2,104 2,093

Afore Insurance Services, LLC(m)(r)(x) S+ 600 , 0.00 % SOFR Floor

3/24/2025 Banking, Finance, Insurance & Real Estate 4,583 4,583 4,583

AHF Parent Holding, Inc.(n)(x) S+ 625 , 0.75 % SOFR Floor

6 unchanged sentences

Advertising, Printing & Publishing 29,577 29,576 29,613

ALM Global, LLC S+ 625 , 1.00 % SOFR Floor

ALM Global, LLC(x) S+ 550 , 1.00 % SOFR Floor

2/21/2029 Media:

3 unchanged sentences

Advertising, Printing & Publishing 230 — —

American Clinical Solutions LLC(t)(x) S+ 700 , 1.00 % SOFR Floor

ALM Global, LLC 0.50 % Unfunded

2/21/2029 Media:

Advertising, Printing & Publishing 1,930 — 2

American Clinical Solutions LLC(r)(t)(x) S+ 700 , 1.00 % SOFR Floor

6/30/2025 Healthcare & Pharmaceuticals 11,732 11,732 11,204

American Clinical Solutions LLC(p) 0.00 % Unfunded

American Clinical Solutions LLC(p)(r) 0.00 % Unfunded

6/30/2025 Healthcare & Pharmaceuticals 6,450 — ( 290 )

1 unchanged sentence

2/28/2029 Healthcare & Pharmaceuticals 13,364 13,364 13,364

American Family Care, LLC(x) S+ 600 , 1.00 % SOFR Floor

2/28/2029 Healthcare & Pharmaceuticals 227 227 227

American Family Care, LLC 1.00 % Unfunded

2 unchanged sentences

2/28/2029 Healthcare & Pharmaceuticals 1,818 — —

American Health Staffing Group, Inc.(m)(x) S+ 600 , 1.00 % SOFR Floor

American Health Staffing Group, Inc.(m) Prime+ 500

11/19/2026 Services:

20 unchanged sentences

Diversified & Production 167 — ( 14 )

Appalachian Resource Company, LLC(w) S+ 500 , 1.00 % SOFR Floor

Appalachian Resource Company, LLC(w)(z) S+ 500 , 1.00 % SOFR Floor

9/30/2024 Metals & Mining 11,137 11,137 10,065

Appalachian Resource Company, LLC(w) S+ 1000 , 1.00 % SOFR Floor

Appalachian Resource Company, LLC(w)(z) S+ 1000 , 1.00 % SOFR Floor

9/15/2024 Metals & Mining 5,000 5,000 4,750

APS Acquisition Holdings, LLC(m)(x) S+ 575 , 1.00 % SOFR Floor

7/11/2029 Construction & Building 14,701 14,701 14,701

APS Acquisition Holdings, LLC 1.00 % Unfunded

7/11/2026 Construction & Building 5,199 — —

APS Acquisition Holdings, LLC 0.50 % Unfunded

7/11/2029 Construction & Building 2,600 — —

Atlas Supply LLC 13.00 % 4/29/2025 Healthcare & Pharmaceuticals 5,000 5,000 4,656

20 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

4 unchanged sentences

Durable 12,794 12,602 12,794

Bradshaw International Parent Corp.(w) S+ 575 , 1.00 % SOFR Floor

10/21/2026 Consumer Goods:

Durable 615 596 615

Bradshaw International Parent Corp.

9 unchanged sentences

Business 16,608 16,592 16,608

Cennox, Inc.(m)(x) S+ 600 , 1.00 % SOFR Floor

5/4/2026 Services:

Business 22,343 22,341 22,343

Cennox, Inc.(m)(n)(x) S+ 550 , 1.00 % SOFR Floor

1 unchanged sentence

Business 38,484 38,120 38,484

Cennox, Inc.(x) S+ 600 , 1.00 % SOFR Floor

5/4/2026 Services:

Business 2,240 2,240 2,240

0.50 % Unfunded

2 unchanged sentences

CION/EagleTree Partners, LLC(h)(s)(t) 14.00 % 12/21/2026 Diversified Financials 37,885 37,885 37,885

Colonnade Parent, Inc.

(x) S+ 500 , 1.00 % SOFR Floor

7/31/2024 Media:

Advertising, Printing & Publishing 438 428 438

Colonnade Parent, Inc.

(p) 0.00 % Unfunded

7/31/2024 Media:

Advertising, Printing & Publishing 67 — —

Community Tree Service, LLC(m)(t)(x) S+ 975 , 1.00 % SOFR Floor

26 unchanged sentences

4/22/2028 Healthcare & Pharmaceuticals 627 — —

Emerald Technologies (U.S.) Acquisitionco, Inc.(n)(x) S+ 625 , 1.00 % SOFR Floor

Emerald Technologies (U.S.) Acquisitionco, Inc.(n)(w) S+ 625 , 1.00 % SOFR Floor

12/29/2027 Services:

15 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

8 unchanged sentences

Business 5,865 — —

Fluid Control II Inc.(m)(x) S+ 650 , 1.00 % SOFR Floor

8/3/2029 Chemicals, Plastics & Rubber 13,169 13,169 13,120

Fluid Control II Inc.

0.50 % Unfunded

8/3/2029 Chemicals, Plastics & Rubber 1,765 — ( 7 )

FuseFX, LLC(m)(n)(t)(w) S+ 600 , 1.00 % SOFR Floor

FuseFX, LLC(m)(t)(x) S+ 600 , 1.00 % SOFR Floor

9/30/2026 Media:

2 unchanged sentences

9/22/2026 Healthcare & Pharmaceuticals 15,240 15,240 15,240

Gold Medal Holdings, Inc.(m)(w) S+ 575 , 1.00 % SOFR Floor

Gold Medal Holdings, Inc.(m)(x) S+ 575 , 1.00 % SOFR Floor

3/17/2027 Environmental Industries 27,413 27,205 27,413

14 unchanged sentences

7/2/2027 Construction & Building 2,000 1,950 2,000

HEC Purchaser Corp.(x) S+ 550 , 1.00 % SOFR Floor

HEC Purchaser Corp.(n)(x) S+ 550 , 1.00 % SOFR Floor

6/17/2029 Healthcare & Pharmaceuticals 11,170 11,009 11,114

4 unchanged sentences

6/17/2029 Healthcare & Pharmaceuticals 495 — ( 2 )

Heritage Power, LLC(x) S+ 550 , 1.00 % SOFR Floor

Heritage Power, LLC(t)(x) S+ 700 , 1.00 % SOFR Floor

7/20/2028 Energy:

Oil & Gas 1,176 1,176 1,167

Hilliard, Martinez & Gonzales, LLP(m)(t)(w) S+ 1200 , 2.00 % SOFR Floor

Hilliard, Martinez & Gonzales, LLP(t)(w) S+ 1200 , 2.00 % SOFR Floor

11/16/2024 Services:

5 unchanged sentences

Oil & Gas 14,700 12,024 11,025

Homer City Generation, L.P.(t) 17.00 % 4/16/2025 Energy:

Homer City Generation, L.P.(p) 0.00 % Unfunded

4/16/2025 Energy:

Oil & Gas 3,000 — —

3 unchanged sentences

11/4/2023 Healthcare & Pharmaceuticals 7,780 7,780 7,391

HW Acquisition, LLC(m)(r) S+ 600 , 1.00 % SOFR Floor

HW Acquisition, LLC(m)(r)(t)(x) S+ 600 , 1.00 % SOFR Floor

9/28/2026 Capital Equipment 4,989 4,967 4,684

HW Acquisition, LLC(r) S+ 600 , 1.00 % SOFR Floor

HW Acquisition, LLC(r) Prime+ 500

9/28/2026 Capital Equipment 2,933 2,922 2,754

3 unchanged sentences

11/4/2023 Healthcare & Pharmaceuticals 1,457 1,443 1,399

Inotiv, Inc.(m)(t)(y) S+ 675 , 1.00 % SOFR Floor

Inotiv, Inc.(m)(t)(x) S+ 675 , 1.00 % SOFR Floor

11/5/2026 Healthcare & Pharmaceuticals 16,370 16,221 15,006

5 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

13 unchanged sentences

Advertising, Printing & Publishing 1,731 — ( 28 )

Instant Web, LLC(r) 0.00 % Unfunded

2/25/2027 Media:

Advertising, Printing & Publishing 216 — ( 4 )

Invincible Boat Company LLC(m)(x) S+ 650 , 1.50 % SOFR Floor

1 unchanged sentence

Durable 13,475 13,440 13,475

Invincible Boat Company LLC 0.50 % Unfunded

Invincible Boat Company LLC(x) S+ 650 , 1.50 % SOFR Floor

8/28/2025 Consumer Goods:

3 unchanged sentences

Business 17,000 16,741 16,129

Ironhorse Purchaser, LLC(n)(x) S+ 525 , 1.00 % SOFR Floor

Ironhorse Purchaser, LLC(n)(w) S+ 525 , 1.00 % SOFR Floor

9/30/2027 Services:

Business 7,000 6,950 7,000

Ironhorse Purchaser, LLC(x) S+ 525 , 1.00 % SOFR Floor

Ironhorse Purchaser, LLC(w) S+ 525 , 1.00 % SOFR Floor

9/30/2027 Services:

Business 2,005 1,992 2,005

Ironhorse Purchaser, LLC(x) S+ 525 , 1.00 % SOFR Floor

Ironhorse Purchaser, LLC(w) S+ 525 , 1.00 % SOFR Floor

9/30/2027 Services:

18 unchanged sentences

1/31/2029 Beverage, Food & Tobacco 20,175 20,175 20,352

Klein Hersh, LLC(m)(t)(w) S+ 1107 , 0.50 % SOFR Floor

Klein Hersh, LLC(i)(w) S+ 850 , 0.50 % SOFR Floor

4/27/2028 Services:

24 unchanged sentences

4/29/2028 Automotive 1,892 1,892 1,892

Lux Credit Consultants LLC(x) S+ 725 , 1.50 % SOFR Floor

4/29/2028 Automotive 302 302 302

Lux Credit Consultants LLC 2.25 % Unfunded

28 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

7 unchanged sentences

Business 2,126 — —

NewsCycle Solutions, Inc.(m)(n)(q)(x) S+ 700 , 1.00 % SOFR Floor

NewsCycle Solutions, Inc.(n)(q)(x) S+ 700 , 1.00 % SOFR Floor

2/27/2024 Media:

21 unchanged sentences

10/10/2024 Healthcare & Pharmaceuticals 1,505 1,505 1,505

Optio Rx, LLC(p) 0.00 % Unfunded

10/10/2024 Healthcare & Pharmaceuticals 677 — —

PH Beauty Holdings III.

Inc.(m)(n)(x) S+ 500 , 0.00 % SOFR Floor

9/28/2025 Consumer Goods:

Non-Durable 14,586 14,406 14,527

Playboy Enterprises, Inc.(h)(n)(t)(y) S+ 425 , 0.50 % SOFR Floor

Playboy Enterprises, Inc.(h)(t)(w) S+ 425 , 0.50 % SOFR Floor

5/25/2027 Consumer Goods:

2 unchanged sentences

5/12/2028 Hotel, Gaming & Leisure 18,752 18,752 18,611

RA Outdoors, LLC(m)(x) S+ 675 , 1.00 % SOFR Floor

RA Outdoors, LLC(m)(t)(x) S+ 675 , 1.00 % SOFR Floor

4/8/2026 Media:

3 unchanged sentences

Diversified & Production 1,082 1,031 997

Retail Services WIS Corp.(m)(x) S+ 835 , 1.00 % SOFR Floor

5/20/2025 Services:

Business 8,796 8,704 8,796

Riddell, Inc.

/ All American Sports Corp.(m)(x) S+ 600 , 1.00 % SOFR Floor

/ All American Sports Corp.(m)(w) S+ 600 , 1.00 % SOFR Floor

3/29/2029 Consumer Goods:

16 unchanged sentences

9/9/2028 Construction & Building 2,885 ( 6 ) —

RumbleOn, Inc.(m)(x) S+ 875 , 1.00 % SOFR Floor

RumbleOn, Inc.(m)(t)(x) S+ 875 , 1.00 % SOFR Floor

8/31/2026 Automotive 8,662 8,359 8,446

RumbleOn, Inc.(m)(x) S+ 875 , 1.00 % SOFR Floor

RumbleOn, Inc.(m)(t)(x) S+ 875 , 1.00 % SOFR Floor

8/31/2026 Automotive 2,614 2,602 2,549

16 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

16 unchanged sentences

5/29/2025 Healthcare & Pharmaceuticals 715 715 722

STATinMED, LLC(r)(t)(w) S+ 950 , 2.00 % SOFR Floor

STATinMED, LLC(q)(r)(t)(w) S+ 950 , 2.00 % SOFR Floor

7/1/2027 Healthcare & Pharmaceuticals 11,971 11,659 5,028

STATinMED, LLC(r) None 7/1/2027 Healthcare & Pharmaceuticals 224 224 244

STATinMED, LLC(r) 0.00 % 7/1/2027 Healthcare & Pharmaceuticals 1,004 1,004 945

STATinMED, LLC(r) 0.00 % 7/1/2027 Healthcare & Pharmaceuticals 224 224 273

Stengel Hill Architecture, LLC(n)(x) S+ 650 , 1.00 % SOFR Floor

8/16/2028 Construction & Building 14,888 14,887 14,887

Stengel Hill Architecture, LLC(w) S+ 650 , 1.00 % SOFR Floor

8/16/2028 Construction & Building 750 750 750

Stengel Hill Architecture, LLC(n)(x) S+ 650 , 1.00 % SOFR Floor

8/16/2028 Construction & Building 1,530 1,530 1,530

Stengel Hill Architecture, LLC 0.38 % Unfunded

8/16/2028 Construction & Building 1,500 — —

Tactical Air Support, Inc.(m)(x) S+ 850 , 1.00 % SOFR Floor

12/22/2028 Aerospace & Defense 12,000 12,000 12,000

Tactical Air Support, Inc.

0.75 % Unfunded

Tactical Air Support, Inc.(w) S+ 850 , 1.00 % SOFR Floor

12/22/2028 Aerospace & Defense 2,000 1,951 2,000

1 unchanged sentence

2/26/2029 Retail 2,558 2,546 2,553

Thrill Holdings LLC(m)(w) S+ 650 , 1.00 % SOFR Floor

Thrill Holdings LLC(m)(x) S+ 650 , 1.00 % SOFR Floor

5/27/2027 Media:

3 unchanged sentences

Diversified & Production 1,739 — 17

TMK Hawk Parent, Corp.(t)(x) S+ 525 , 1.00 % SOFR Floor

TMK Hawk Parent, Corp.(t)(w) S+ 525 , 1.00 % SOFR Floor

6/30/2029 Services:

Business 7,093 7,093 6,880

Trademark Global, LLC(m)(t)(w) S+ 750 , 1.00 % SOFR Floor

Trademark Global, LLC(m)(r)(t)(w) S+ 850 , 1.00 % SOFR Floor

6/30/2027 Consumer Goods:

3 unchanged sentences

Consumer 14,998 14,998 14,998

USALCO, LLC(m)(w) S+ 600 , 1.00 % SOFR Floor

10/19/2027 Chemicals, Plastics & Rubber 25,305 25,136 25,305

Williams Industrial Services Group, Inc.(q)(t)(x) S+ 1100 , 1.00 % SOFR Floor

4 unchanged sentences

Business 325 304 136

Wok Holdings Inc.(m)(w) S+ 625 , 0.00 % SOFR Floor

Wok Holdings Inc.(m)(x) S+ 625 , 0.00 % SOFR Floor

3/1/2026 Beverage, Food & Tobacco 24,713 24,352 24,142

12 unchanged sentences

Senior Secured Second Lien Debt - 0.5 %

Global Tel*Link Corp.(n)(x) S+ 1000 , 0.00 % SOFR Floor

11/29/2026 Telecommunications 11,500 11,418 11,486

RA Outdoors, LLC(m)(t)(x) S+ 900 , 1.00 % SOFR Floor

12 unchanged sentences

Unsecured Debt - 1.4 %

Klein Hersh, LLC(m)(p) 0.00 % 4/27/2032 Services:

Business 4,368 988 950

Lucky Bucks Holdings LLC(q)(t) 12.50 % 5/29/2028 Hotel, Gaming & Leisure 25,846 22,860 5,298

SRA Holdings, LLC(m)(r)(x) S+ 600 , 1.00 % SOFR Floor

3/24/2025 Banking, Finance, Insurance & Real Estate 4,159 4,159 4,159

TMK Hawk Parent, Corp.(t) 11.00 %

5 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

2 unchanged sentences

Equity - 28.8 %

ARC Financial Partners, LLC, Membership Interests ( 25 % ownership)(o)(q)(r)

ACS Holdings LLC, Class A-1 Membership Units(r) Healthcare & Pharmaceuticals 23,265,901 Units

ARC Financial Partners, LLC, Membership Interests ( 25 % ownership)(o)(r)

Metals & Mining NA — —

12 unchanged sentences

Diversified Financials NA — —

CTS Ultimate Holdings, LLC, Class A Preferred Units Construction & Building 849,201 Units

David's Bridal Holdings, LLC, Preferred Units(p)(s) Retail 1,000 Units

35 unchanged sentences

Palmetto Clean Technology, Inc., Warrants(p) 12/12/2029 High Tech Industries 724,112 Units

Reorganized Heritage TopCo, LLC, Common Stock(p) Energy:

Oil & Gas 201,249 Units

RumbleOn, Inc., Warrants(p) 8/14/2028 Automotive 60,606 Units

2 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

9 unchanged sentences

Consumer 3,996 Units

SRA Holdings, LLC, Membership Units(p)(r) Banking, Finance, Insurance & Real Estate 224,865 Units

SRA Parent, LLC, Preferred Units ( 12 % Return)(r)

Banking, Finance, Insurance & Real Estate 9,166,827 Units

SRA Parent, LLC, Common Units(p)(r) Banking, Finance, Insurance & Real Estate 147,827 Units

17,539 17,539

1 unchanged sentence

STATinMed Parent, LLC, Class B Preferred Units(p)(r) Healthcare & Pharmaceuticals 51,221 Units

TG Parent NewCo LLC, Common Units(p)(r) Consumer Goods:

Non-Durable 9 Units

TMK Hawk Parent, Corp., Common Shares(p) Services:

15 unchanged sentences

LIABILITIES IN EXCESS OF OTHER ASSETS - ( 115.2 )%

( 1,045,319 )

NET ASSETS - 100.0 %

3 unchanged sentences

below, investments do not contain a paid-in-kind, or PIK, interest provision.

The actual Secured Overnight Financing Rate, or SOFR, rate for each loan listed may not be the applicable SOFR rate as of June 30, 2024, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to June 30, 2024.

The actual London Interbank Offered Rate, or LIBOR, rate for each loan listed may not be the applicable LIBOR rate as of June 30, 2024, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to June 30, 2024.

The actual Secured Overnight Financing Rate, or SOFR, rate for each loan listed may not be the applicable SOFR rate as of September 30, 2024, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to September 30, 2024.

The actual London Interbank Offered Rate, or LIBOR, rate for each loan listed may not be the applicable LIBOR rate as of September 30, 2024, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to September 30, 2024.

Fair value determined in good faith by the Company’s board of directors (see Note 9), including via delegation to CIM as the Company’s valuation designee (see Note 2), using significant unobservable inputs unless otherwise noted.

9 unchanged sentences

A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets as defined under Section 55 of the 1940 Act.

As of June 30, 2024, 96.0 % of the Company’s total assets represented qualifying assets.

As of September 30, 2024, 95.8 % of the Company’s total assets represented qualifying assets.

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

Due to an annual cap in interest in the loan agreement, the applicable rate on this loan as of September 30, 2024 was 3.79 %.

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional residual amounts.

Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.

7-day effective yield as of June 30, 2024.

Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, 34th Street Funding, LLC, or 34th Street, and was pledged as collateral supporting the amounts outstanding under the credit facility with JPMorgan Chase Bank, National Association, or JPM, as of June 30, 2024 (see Note 8).

Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, Murray Hill Funding II, LLC, or Murray Hill Funding II, and was pledged as collateral supporting the amounts outstanding under the repurchase agreement with UBS AG, or UBS, as of June 30, 2024 (see Note 8).

7-day effective yield as of September 30, 2024.

Investment is held through CIC Holdco, LLC, a wholly-owned taxable subsidiary of the Company.

Non-income producing security.

Investment or a portion thereof was on non-accrual status as of June 30, 2024.

Investment or a portion thereof was on non-accrual status as of September 30, 2024.

Investment determined to be an affiliated investment as defined in the 1940 Act as the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities but does not control the portfolio company.

Fair value as of December 31, 2023 and June 30, 2024, along with transactions during the six months ended June 30, 2024 in these affiliated investments, were as follows:

Six Months Ended June 30, 2024

Fair value as of December 31, 2023 and September 30, 2024, along with transactions during the nine months ended September 30, 2024 in these affiliated investments, were as follows:

Nine Months Ended September 30, 2024

Non-Controlled, Affiliated Investments Fair Value at

1 unchanged sentence

(Cost)(1) Gross

(Cost)(2) Net Unrealized Gain (Loss) Fair Value at June 30, 2024

(Cost)(2) Net Unrealized Gain (Loss) Fair Value at September 30, 2024

Net Realized Gain (Loss) Interest

2 unchanged sentences

First Lien Term Loan $ 4,583 $ — $ ( 4,583 ) $ — $ — $ — $ 363 $ — $ —

American Clinical Solutions LLC

First Lien Term Loan — 11,299 — ( 385 ) 10,914 — 133 — —

Class A-1 Membership Interests — — — — — — — — —

ARC Financial, LLC

29 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Non-Controlled, Affiliated Investments Fair Value at

1 unchanged sentence

(Cost)(1) Gross

(Cost)(2) Net Unrealized Gain (Loss) Fair Value at June 30, 2024

(Cost)(2) Net Unrealized Gain (Loss) Fair Value at September 30, 2024

Net Realized Gain (Loss) Interest

15 unchanged sentences

SRA Holdings, LLC

First Lien Term Loan — 4,158 — 1 4,159 — 33 — —

Membership Units 25,515 — ( 23,611 ) ( 1,904 ) — — — — —

SRA Parent, LLC

Preferred Equity — 9,167 — 91 9,258 — — 76 —

Common Equity — 17,539 — — 17,539 — — — —

STATinMED, LLC

First Lien Term Loan 10,358 981 — ( 6,311 ) 5,028 — 843 — —

Senior Term Loan — 1,004 — ( 59 ) 945 — 36 — 2,894

Senior Superpriority Term Loan — 224 — 49 273 — — — 704

2 unchanged sentences

Class B Preferred Units — — — — — — — — —

TG Parent NewCo LLC

Common Equity — — — — — — — — —

Trademark Global, LLC

First Lien Term Loan — 12,805 — 1,233 14,038 — 66 — —

Totals $ 206,301 $ 106,170 $ ( 48,736 ) $ 9,417 $ 273,152 $ ( 7,091 ) $ 13,213 $ 129 $ 3,598

2 unchanged sentences

(3) Includes PIK interest income.

CĪON Investment Corporation

Consolidated Schedule of Investments (unaudited)

September 30, 2024

(in thousands)

Investment determined to be a controlled investment as defined in the 1940 Act as the Company is deemed to exercise a controlling influence over the management or policies of the portfolio company due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of such portfolio company.

Fair value as of December 31, 2023 and June 30, 2024, along with transactions during the six months ended June 30, 2024 in these controlled investments, were as follows:

Six Months Ended June 30, 2024

Fair value as of December 31, 2023 and September 30, 2024, along with transactions during the nine months ended September 30, 2024 in these controlled investments, were as follows:

Nine Months Ended September 30, 2024

Controlled Investments Fair Value at

3 unchanged sentences

Gain (Loss) Fair Value at

June 30, 2024

September 30, 2024

Gain (Loss) Interest

12 unchanged sentences

(1) Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

See accompanying notes to consolidated financial statements.

(2) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

(3) Includes PIK interest income .

CĪON Investment Corporation

Consolidated Schedule of Investments (unaudited)

June 30, 2024

September 30, 2024

(in thousands)

(3) Includes PIK interest income .

As of June 30, 2024, the below investments contain a PIK interest provision whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities.

As of September 30, 2024, the below investments contain a PIK interest provision whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities.

For certain investments, the borrower may toggle between cash and PIK interest payments.

14 unchanged sentences

Senior Secured First Lien Debt — 10.35 % 10.35 %

Heritage Power, LLC Senior Secured First Lien Debt 6.10 % 5.50 % 11.60 %

Hilliard, Martinez & Gonzales, LLP Senior Secured First Lien Debt — 17.32 % 17.32 %

1 unchanged sentence

Senior Secured First Lien Debt — 15.00 % 15.00 %

Homer City Generation, L.P.

Senior Secured First Lien Debt — 17.00 % 17.00 %

HW Acquisition, LLC Senior Secured First Lien Debt — 11.33 % 11.33 %

Senior Secured First Lien Debt 12.00 % 0.25 % 12.25 %

3 unchanged sentences

Senior Secured First Lien Debt 8.21 % 5.00 % 13.21 %

Klein Hersh, LLC Senior Secured First Lien Debt 4.69 % 12.00 % 16.69 %

Lift Brands, Inc.

4 unchanged sentences

Senior Secured First Lien Debt 6.21 % 3.25 % 9.46 %

RA Outdoors, LLC Senior Secured First Lien Debt — 11.49 % 11.49 %

RA Outdoors, LLC Senior Secured Second Lien Debt — 13.74 % 13.74 %

1 unchanged sentence

Senior Secured First Lien Debt — 17.32 % 17.32 %

RumbleOn, Inc.

Senior Secured First Lien Debt 12.77 % 1.50 % 14.27 %

Securus Technologies Holdings, Inc.

15 unchanged sentences

Senior Secured First Lien Debt 10.00 % 6.18 % 16.18 %

The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2024 was 5.45%.

The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2024 was 5.59%.

The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2024 was 5.33%.

The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2024 was 5.32%.

The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2024 was 5.25%.

The interest rate on these loans is subject to 1 month LIBOR, which as of September 30, 2024 was 4.96%.

The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2024 was 4.85%.

The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%.

The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.

The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.

While the maturity date of this loan has passed, the Company expects all interest and principal to be collected.

816 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

28 unchanged sentences

On February 26, 2023, the Company’s shares of common stock and the Company's Series A Notes listed and commenced trading in Israel on the Tel Aviv Stock Exchange Ltd., or the TASE, under the ticker symbol “CION” and "CION B1", respectively.

On October 9, 2024, the Company’s 7.50 % Notes due 2029 listed and commenced trading on the NYSE under the ticker symbol “CICB”.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

36 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

10 unchanged sentences

Treasury securities and repurchase agreements that are collateralized by such securities.

The Company had $ 83,162 and $ 113,446 of such investments at June 30, 2024 and December 31, 2023, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.

The Company had $ 53,503 and $ 113,446 of such investments at September 30, 2024 and December 31, 2023, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.

The Company elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code.

3 unchanged sentences

The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute at least 98.0% of net ordinary income, 98.2% of capital gains, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes.

Three of the Company’s wholly-owned consolidated subsidiaries, CIC Holdco, LLC, View ITC, LLC and View Rise, LLC, or collectively the Taxable Subsidiaries, have elected to be treated as taxable entities for U.S.

One of the Company’s wholly-owned consolidated subsidiaries, CIC Holdco, LLC, or CIC Holdco, has elected to be treated as a taxable entity for U.S.

federal income tax purposes.

As a result, the Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense or benefit, and the related tax assets and liabilities, as a result of their ownership of certain portfolio investments.

As a result, CIC Holdco is not consolidated with the Company for income tax purposes and may generate income tax expense or benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments.

The income tax expense or benefit, if any, and the related tax assets and liabilities, where material, are reflected in the Company’s consolidated financial statements.

There were no deferred tax assets or liabilities as of June 30, 2024 or December 31, 2023.

There were no deferred tax assets or liabilities as of September 30, 2024 or December 31, 2023.

Book/tax differences relating to permanent differences are reclassified among the Company’s capital accounts, as appropriate.

9 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

24 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

34 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

17 unchanged sentences

In order to maintain RIC status, substantially all of this income must be paid out to shareholders in the form of distributions, even if the Company has not collected any cash.

For additional information on investments that contain a PIK interest provision, see the consolidated schedules of investments as of June 30, 2024 and December 31, 2023.

For additional information on investments that contain a PIK interest provision, see the consolidated schedules of investments as of September 30, 2024 and December 31, 2023.

Loans and debt securities, including those that are individually identified as being impaired under Accounting Standards Codification 310, Receivables , or ASC 310, are generally placed on non-accrual status immediately if, in the opinion of management, principal or interest is not likely to be paid, or when principal or interest is past due 90 days or more.

13 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

20 unchanged sentences

The Company’s follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019.

The following table summarizes transactions with respect to shares of the Company’s outstanding common stock during the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

Six Months Ended

June 30, Year Ended

The following table summarizes transactions with respect to shares of the Company’s outstanding common stock during the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Nine Months Ended

September 30, Year Ended

2024 2023 2023

7 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Since commencing its initial continuous public offering on July 2, 2012 and through June 30, 2024, the Company sold 53,525,623 shares of common stock for net proceeds of $ 1,126,004 .

Since commencing its initial continuous public offering on July 2, 2012 and through September 30, 2024, the Company sold 53,359,886 shares of common stock for net proceeds of $ 1,124,001 .

The net proceeds include gross proceeds received from reinvested shareholder distributions of $ 237,451 , for which the Company issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $ 268,736 , for which the Company repurchased 16,909,481 shares of common stock.

As of June 30, 2024, 16,743,744 shares of common stock repurchased had been retired.

On September 15, 2023, the Company's shareholders approved a proposal that authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12 -month period following such shareholder approval.

As of June 30, 2024, the Company had not issued any such shares.

As of September 30, 2024, 16,906,122 shares of common stock repurchased had been retired.

On August 27, 2024, the Company's shareholders approved a proposal that authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12 -month period following such shareholder approval.

As of September 30, 2024, the Company had not issued any such shares.

Distribution Reinvestment Plan

22 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

9 unchanged sentences

The 10b5-1 trading plan expires on August 19, 2025, and is subject to price, market volume and timing restrictions.

The following table summarizes the share repurchases completed during the year ended December 31, 2023 and the six months ended June 30, 2024:

The following table summarizes the share repurchases completed during the year ended December 31, 2023 and the nine months ended September 30, 2024:

Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Repurchased Under Publicly Announced Plans or Programs(1)

18 unchanged sentences

June 1 to June 30, 2024 39,531 12.14 39,531 25,765

Total for the six months ended June 30, 2024

July 1 to July 31, 2024 71,305 12.35 71,305 24,885

August 1 to August 31, 2024 26,874 11.93 26,874 24,565

September 1 to September 30, 2024 67,558 11.86 67,558 23,764

Total for the nine months ended September 30, 2024

824,750 824,750

(1) Amounts do not include any commissions paid to Wells Fargo on shares repurchased.

From July 1, 2024 to July 31, 2024, the Company repurchased 71,305 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $ 881 , or an average purchase price of $ 12.35 per share.

As of July 31, 2024, 16,811,803 shares of common stock repurchased by the Company had been retired.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

From October 1, 2024 to October 30, 2024, the Company repurchased 73,943 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $ 881 , or an average purchase price of $ 11.92 per share.

As of October 30, 2024, 16,906,122 shares of common stock repurchased by the Company had been retired.

Transactions with Related Parties

For the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:

For the three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

Entity Capacity Description 2024 2023 2024 2023 2023

18 unchanged sentences

These changes to the subordinated incentive fee on income were effective upon the Listing, except for the change to the calculation of the subordinated incentive fee payable to CIM that replaced adjusted capital with the Company's net assets, which was effective on August 10, 2021.

For the three months ended June 30, 2024 and 2023, the Company recorded subordinated incentive fees on income of $ 4,871 and $ 4,965 , respectively.

For the six months ended June 30, 2024 and 2023, the Company recorded subordinated incentive fees on income of $ 11,785 and $ 11,300 , respectively.

As of June 30, 2024 and December 31, 2023, the liabilities recorded for subordinated incentive fees were $ 4,871 and $ 4,615 , respectively.

For the three months ended September 30, 2024 and 2023, the Company recorded subordinated incentive fees on income of $ 4,586 and $ 6,362 , respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded subordinated incentive fees on income of $ 16,371 and $ 17,662 , respectively.

As of September 30, 2024 and December 31, 2023, the liabilities recorded for subordinated incentive fees were $ 4,586 and $ 4,615 , respectively.

The second part of the incentive fee, which is referred to as the capital gains incentive fee, is described in Note 2.

1 unchanged sentence

however, under the terms of the investment advisory agreement, the fee payable to CIM is based on net realized gains and unrealized depreciation and no such fee is payable with respect to unrealized appreciation unless and until such appreciation is actually realized.

For the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023, the Company had no liability for and did not record any capital gains incentive fees.

For the three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023, the Company had no liability for and did not record any capital gains incentive fees.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

7 unchanged sentences

The servicing agreement may be terminated at any time, without the payment of any penalty, by either party, upon 60 days' written notice to the other party.

As of June 30, 2024 and December 31, 2023, the total liability payable to CIM and its affiliates was $ 12,840 and $ 13,664 , respectively, which primarily related to fees earned by CIM during the three months ended June 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, the total liability payable to CIM and its affiliates was $ 12,955 and $ 13,664 , respectively, which primarily related to fees earned by CIM during the three months ended September 30, 2024 and December 31, 2023, respectively.

In the event that CIM undertakes to provide investment advisory services to other clients in the future, it will strive to allocate investment opportunities in a fair and equitable manner consistent with the Company’s investment objective and strategies so that the Company will not be disadvantaged in relation to any other client of the investment adviser or its senior management team.

1 unchanged sentence

Indemnifications

The investment advisory agreement, the administration agreement and the dealer manager agreement each provide certain indemnifications from the Company to the other relevant parties to such agreements.

The investment advisory agreement and the administration agreement each provide certain indemnifications from the Company to the other relevant parties to such agreements.

The Company’s maximum exposure under these agreements is unknown.

8 unchanged sentences

Base distributions in respect of future quarters and any supplemental or special distributions will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.

The Company’s management declared and the Company's board of directors ratified distributions for 7 and 3 record dates during the year ended December 31, 2023 and the six months ended June 30, 2024, respectively.

The Company’s management declared and the Company's board of directors ratified distributions for 7 and 4 record dates during the year ended December 31, 2023 and the nine months ended September 30, 2024, respectively.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The following table presents distributions per share that were declared during the year ended December 31, 2023 and the six months ended June 30, 2024:

The following table presents distributions per share that were declared during the year ended December 31, 2023 and the nine months ended September 30, 2024:

Distributions

7 unchanged sentences

June 30, 2024 (two record dates) 0.41 21,960

Total distributions for the six months ended June 30, 2024 $ 0.75 $ 40,239

On August 5, 2024, the Company’s co-chief executive officers declared a quarterly base distribution of $ 0.36 per share for the third quarter of 2024 payable on September 17, 2024 to shareholders of record as of September 3, 2024.

September 30, 2024 (one record date) 0.36 19,234

Total distributions for the nine months ended September 30, 2024 $ 1.11 $ 59,473

On November 4, 2024, the Company’s co-chief executive officers declared a quarterly base distribution of $ 0.36 per share for the fourth quarter of 2024 payable on December 16, 2024 to shareholders of record as of December 2, 2024.

In connection with the Listing of its shares of common stock on the NYSE, on September 15, 2021, the Company terminated the Old DRP.

15 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The following table provides information concerning the Company’s purchases of shares of its common stock in the open market during the year ended December 31, 2023 and the six months ended June 30, 2024 pursuant to the New DRP in order to satisfy the reinvestment portion of the Company’s distributions:

The following table provides information concerning the Company’s purchases of shares of its common stock in the open market during the year ended December 31, 2023 and the nine months ended September 30, 2024 pursuant to the New DRP in order to satisfy the reinvestment portion of the Company’s distributions:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans of Programs

18 unchanged sentences

June 1 to June 30, 2024 135,440 12.44 135,440 ( 1 )

Total for the six months ended June 30, 2024

July 1 to July 31, 2024 18,789 12.51 18,789 ( 1 )

August 1 to August 31, 2024 — — — —

September 1 to September 30, 2024 131,659 12.10 131,659 ( 1 )

Total for the nine months ended September 30, 2024

548,567 $ 11.71 548,567 ( 1 )

6 unchanged sentences

The Company has not established limits on the amount of funds it may use from available sources to pay distributions.

The following table reflects the sources of distributions on a GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

Six Months Ended

June 30, Year Ended

The following table reflects the sources of distributions on a GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Nine Months Ended

September 30, Year Ended

2024 2023 2023

4 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

17 unchanged sentences

(1) Includes short term capital loss carryforwards of $ 0 and long term capital loss carryforwards of $ 82,541 .

As of June 30, 2024, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $ 82,816 ;

As of September 30, 2024, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $ 60,588 ;

the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $ 171,799 ;

5 unchanged sentences

and the aggregate cost of securities for Federal income tax purposes was $ 2,028,711 .

The composition of the Company’s investment portfolio as of June 30, 2024 and December 31, 2023 at amortized cost and fair value was as follows:

June 30, 2024 December 31, 2023

The composition of the Company’s investment portfolio as of September 30, 2024 and December 31, 2023 at amortized cost and fair value was as follows:

September 30, 2024 December 31, 2023

Value Percentage of

13 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The following tables show the composition of the Company’s investment portfolio by industry classification and geographic dispersion, and the percentage, by fair value, of the total investment portfolio assets in such industries and geographies as of June 30, 2024 and December 31, 2023:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Industry Classification Investments at

9 unchanged sentences

Advertising, Printing & Publishing 106,365 6.1 % 116,100 6.3 %

Oil & Gas 100,833 5.5 % 104,893 5.7 %

Construction & Building 101,037 5.8 % 104,727 5.7 %

Consumer Goods:

Durable 96,513 5.5 % 59,955 3.3 %

Oil & Gas 94,504 5.4 % 104,893 5.7 %

Beverage, Food & Tobacco 89,320 5.1 % 68,780 3.7 %

Construction & Building 83,483 4.6 % 104,727 5.7 %

Banking, Finance, Insurance & Real Estate 63,644 3.6 % 52,272 2.8 %

1 unchanged sentence

Hotel, Gaming & Leisure 50,199 2.9 % 50,906 2.8 %

Capital Equipment 39,092 2.2 % 49,571 2.7 %

Consumer Goods:

Non-Durable 33,468 1.9 % 42,381 2.3 %

Capital Equipment 44,041 2.4 % 49,571 2.7 %

Chemicals, Plastics & Rubber 42,762 2.3 % 82,597 4.5 %

Automotive 30,934 1.8 % 12,403 0.7 %

2 unchanged sentences

High Tech Industries 18,529 1.1 % 22,671 1.2 %

Telecommunications 17,504 1.0 % 17,768 1.0 %

Metals & Mining 14,815 0.8 % 13,957 0.8 %

2 unchanged sentences

Cargo 11,533 0.7 % 12,201 0.7 %

Telecommunications 6,538 0.4 % 17,768 1.0 %

Chemicals, Plastics & Rubber 3,411 0.2 % 82,597 4.5 %

Subtotal/total percentage 1,752,726 100.0 % 1,840,824 100.0 %

1 unchanged sentence

Total investments $ 1,806,229 $ 1,954,270

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Geographic Dispersion(1) Investments at

11 unchanged sentences

(1) The geographic dispersion is determined by the portfolio company's country of domicile.

As of June 30, 2024 and December 31, 2023, investments on non-accrual status represented 1.4 % and 0.9 %, respectively of the Company's investment portfolio on a fair value basis.

As of September 30, 2024 and December 31, 2023, investments on non-accrual status represented 1.8 % and 0.9 %, respectively, of the Company's investment portfolio on a fair value basis.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The Company’s investment portfolio may contain senior secured investments that are in the form of lines of credit, delayed draw term loans, revolving credit facilities, or unfunded commitments, which may require the Company to provide funding when requested in accordance with the terms of the underlying agreements.

As of June 30, 2024 and December 31, 2023, the Company’s unfunded commitments amounted to $ 77,502 and $ 47,349 , respectively.

As of July 31, 2024, the Company’s unfunded commitments amounted to $ 69,278 .

As of September 30, 2024 and December 31, 2023, the Company’s unfunded commitments amounted to $ 71,113 and $ 47,349 , respectively.

As of October 30, 2024, the Company’s unfunded commitments amounted to $ 69,980 .

Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.

22 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The following table sets forth the individual investments in CION/EagleTree's portfolio as of June 30, 2024:

The following table sets forth the individual investments in CION/EagleTree's portfolio as of September 30, 2024:

Portfolio Company Interest(a) Maturity Industry Principal/

25 unchanged sentences

Healthcare & Pharmaceuticals 2,727,273 Units

CHC Medical Partners, Inc., Additional Series C Preferred Stock, 8 % Dividend

Healthcare & Pharmaceuticals 183,723 Units

CTS Ultimate Holdings LLC, Class A Preferred Units(d) Construction & Building 3,578,701 Units

14 unchanged sentences

TOTAL INVESTMENTS $ 62,531 $ 62,601

The actual SOFR rate for each loan listed may not be the applicable SOFR rate as of June 30, 2024, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to June 30, 2024.

The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of June 30, 2024, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to June 30, 2024.

The actual SOFR rate for each loan listed may not be the applicable SOFR rate as of September 30, 2024, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to September 30, 2024.

Represents amortized cost for debt securities and cost for equity investments.

4 unchanged sentences

Non-income producing security.

The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2024 was 5.33%.

The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2024 was 5.32%.

The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%.

The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.

Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.

7-day effective yield as of June 30, 2024.

7-day effective yield as of September 30, 2024.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

65 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The following table includes selected balance sheet information for CION/EagleTree as of June 30, 2024 and December 31, 2023:

The following table includes selected balance sheet information for CION/EagleTree as of September 30, 2024 and December 31, 2023:

Selected Balance Sheet Information:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Investments, at fair value (amortized cost of $ 62,531 and $ 85,655 , respectively)

10 unchanged sentences

Total liabilities and members' capital $ 63,251 $ 94,065

The following table includes selected statement of operations information for CION/EagleTree for the three and six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023:

The following table includes selected statement of operations information for CION/EagleTree for the three and nine months ended September 30, 2024 and 2023 and for the year ended December 31, 2023:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended

Selected Statement of Operations Information:

2 unchanged sentences

Total expenses 1,638 2,541 6,329 7,799 10,213

Net realized gain (loss) on investments 3,325 — 3,325 176 ( 2,083 )

Net change in unrealized (depreciation) appreciation on investments ( 4,291 ) 409 ( 9,874 ) 446 4,338

Net decrease in net assets $ ( 1,996 ) $ ( 689 ) $ ( 8,795 ) $ ( 1,573 ) $ ( 1,728 )

Net realized (loss) gain on investments — ( 177 ) 3,325 ( 1 ) ( 2,083 )

Net change in unrealized appreciation (depreciation) on investments 2,247 780 ( 7,627 ) 1,226 4,338

Net increase (decrease) in net assets $ 1,510 $ ( 161 ) $ ( 7,285 ) $ ( 1,734 ) $ ( 1,728 )

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Financing Arrangements

The following table presents summary information with respect to the Company’s outstanding financing arrangements as of June 30, 2024:

The following table presents summary information with respect to the Company’s outstanding financing arrangements as of September 30, 2024:

Financing Arrangement Type of Financing Arrangement Rate Amount Outstanding Amount Available Maturity Date

JPM Credit Facility Term Loan Credit Facility SOFR + 2.55 %(1)

$ 550,000 $ 125,000 May 15, 2025

$ 450,000 $ 112,500 June 15, 2027

2026 Notes(2) Note Purchase Agreement 4.50 %

4 unchanged sentences

114,844 — August 31, 2026

2027 Notes Note Purchase Agreement SOFR + 4.75 %

2027 Notes (Tranche A) Note Purchase Agreement SOFR + 4.75 %

100,000 — November 8, 2027

2022 More Term Loan Term Loan Facility Agreement SOFR + 3.50 %

2027 Notes (Tranche B) Amended and Restated Note Purchase Agreement SOFR + 3.90 %

100,000 — November 8, 2027

2022 Term Loan Term Loan Facility Agreement SOFR + 3.50 %

50,000 — April 27, 2027

2021 More Term Loan(4) Term Loan Facility Agreement 5.20 %

2024 Term Loan Term Loan Facility Agreement SOFR + 3.80 %

30,000 — September 30, 2027

$ 1,069,844 $ 162,500

(1) As described in Note 14, on July 15, 2024, 34th Street entered into a Fifth Amendment to the Third Amended JPM Credit Agreement with JPM.

(2) As of June 30, 2024, the fair value of the 2026 Notes was $ 125,000 , which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2024.

(3) As of June 30, 2024, the fair value of the Series A Notes was $ 120,573 , which was based on readily observable, transparent prices.

The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of June 30, 2024.

(4) As of June 30, 2024, the fair value of the 2021 More Term Loan was $ 30,000 , which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2024.

(1) 34th Street will pay an annual administration fee of 0.20 % on JPM's total financing commitment.

The administration fee is included in interest expense in the consolidated statements of operations.

(2) As of September 30, 2024, the fair value of the 2026 Notes was $ 125,000 , which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of September 30, 2024.

(3) As of September 30, 2024, the fair value of the Series A Notes was $ 120,114 , which was based on readily observable, transparent prices.

The fair value of these debt obligations would be categorized as Level 1 under ASC 820 as of September 30, 2024.

JPM Credit Facility

15 unchanged sentences

34th Street incurred certain customary costs and expenses in connection with the Third Amended JPM Credit Facility.

No other material terms of the Second Amended JPM Credit Facility were revised in connection with the Third Amended JPM Credit Facility.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

3 unchanged sentences

34 th Street incurred certain customary costs and expenses in connection with the JPM First Amendment.

No other material terms of the Third Amended JPM Credit Facility were revised in connection with the JPM First Amendment.

On May 15, 2023, 34th Street entered into a Second Amendment to the Third Amended JPM Credit Facility with JPM, or the JPM Second Amendment.

3 unchanged sentences

34 th Street incurred certain customary costs and expenses in connection with the JPM Second Amendment.

No other material terms of the Third Amended JPM Credit Facility were revised in connection with the JPM Second Amendment.

On May 14, 2024 and June 17, 2024, 34th Street entered into a Third Amendment and a Fourth Amendment, respectively, to the Third Amended JPM Credit Agreement with JPM.

Under these amendments, the reinvestment period was extended from May 15, 2024 to June 17, 2024 and from June 17, 2024 to July 15, 2024, respectively, as a bridge to the parties entering into a broader amendment to the Third Amended JPM Credit Facility.

No other material terms of the Third Amended JPM Credit Facility were revised in connection with the Third Amendment or the Fourth Amendment.

On July 15, 2024, 34th Street entered into a Fifth Amendment to the Third Amended JPM Credit Agreement with JPM, or the JPM Fifth Amendment.

Under the JPM Fifth Amendment, advances to 34th Street remain unchanged of up to $ 675,000 , but the credit spread on the floating interest rate payable by 34th Street on all such advances was reduced from the three-month SOFR plus a credit spread of 3.20 % per year to SOFR plus a credit spread of 2.55 % per year.

Also under the JPM Fifth Amendment, the reinvestment period was extended from July 15, 2024 to June 15, 2026 and the maturity date was extended from May 15, 2025 to June 15, 2027.

34th Street incurred certain customary costs and expenses in connection with the JPM Fifth Amendment and will pay an annual administrative fee of 0.20 % on JPM's total financing commitment.

Interest is payable quarterly in arrears.

34th Street may prepay advances pursuant to the terms and conditions of the Third Amended JPM Credit Facility, subject to a 1.0 % premium in certain circumstances.

In addition, 34th Street will be subject to a non-usage fee of 1.0 % per year on the amount, if any, of the aggregate principal amount available under the Third Amended JPM Credit Facility that has not been borrowed through July 14, 2024.

In addition, 34th Street will be subject to a non-usage fee of 0.8 % per year on the amount, if any, of the aggregate principal amount available under the Third Amended JPM Credit Facility that has not been borrowed through June 14, 2026.

This non-usage fee of 0.8 % was reduced from 1.0 % in the JPM Fifth Amendment.

The non-usage fees, if any, are payable quarterly in arrears.

As described in Note 14, on July 15, 2024, 34 th Street entered into a Fifth Amendment to the Third Amended JPM Credit Agreement with JPM.

As of June 30, 2024 and December 31, 2023, the aggregate principal amount outstanding on the Third Amended JPM Credit Facility was $ 550,000 .

As of December 31, 2023, the aggregate principal amount outstanding on the Third Amended JPM Credit Facility was $ 550,000 .

On September 25, 2024, 34th Street reduced the aggregate principal borrowings available under the Third Amended JPM Credit Facility from $ 675,000 to $ 600,000 and repaid $ 70,000 of outstanding borrowings.

On September 30, 2024, 34th Street reduced the aggregate principal borrowings available under the Third Amended JPM Credit Facility from $ 600,000 to $ 562,500 and repaid $ 30,000 of outstanding borrowings.

As of September 30, 2024, the aggregate principal amount outstanding on the Third Amended JPM Credit Facility was $ 450,000 and the aggregate unfunded principal amount was $ 112,500 .

The carrying amount outstanding under the Third Amended JPM Credit Facility approximates its fair value.

3 unchanged sentences

In connection with the Third Amended JPM Credit Facility, 34th Street made certain representations and warranties and is required to comply with a borrowing base requirement, various covenants, reporting requirements and other customary requirements for similar facilities.

As of and for the three months ended June 30, 2024, 34th Street was in compliance with all covenants and reporting requirements.

Through June 30, 2024, the Company incurred debt issuance costs of $ 13,790 in connection with obtaining and amending the JPM Credit Facility, which were recorded as a direct reduction to the outstanding balance of the Third Amended JPM Credit Facility, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 1,735 .

As of and for the three months ended September 30, 2024, 34th Street was in compliance with all covenants and reporting requirements.

Through September 30, 2024, the Company incurred debt issuance costs of $ 18,070 in connection with obtaining and amending the JPM Credit Facility, which were recorded as a direct reduction to the outstanding balance of the Third Amended JPM Credit Facility, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 5,494 .

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

For the three and six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the Third Amended JPM Credit Facility were as follows:

For the three and nine months ended September 30, 2024 and 2023 and for the year ended December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the Third Amended JPM Credit Facility were as follows:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023 2023

13 unchanged sentences

The Note Purchase Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company’s status as a BDC, (iii) minimum shareholders’ equity of $ 543.6 million, (iv) a minimum asset coverage ratio of not less than 150 %, (v) a minimum interest coverage ratio of 1.25 to 1.00 and (vi) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

As of and for the three months ended June 30, 2024, the Company was in compliance with all covenants and reporting requirements.

As of and for the three months ended September 30, 2024, the Company was in compliance with all covenants and reporting requirements.

The Note Purchase Agreement also contains a “most favored lender” provision in favor of the purchasers in respect of any new unsecured credit facilities, loans or indebtedness in excess of $ 25,000 incurred by the Company, which indebtedness contains a financial covenant not contained in, or more restrictive against the Company than those contained, in the Note Purchase Agreement.

In addition, the Note Purchase Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of bankruptcy.

As of June 30, 2024, the aggregate principal amount of 2026 Notes outstanding was $ 125,000 .

Through June 30, 2024, the Company incurred debt issuance costs of $ 2,669 in connection with issuing the 2026 Notes, which were recorded as a direct reduction to the outstanding balance of the 2026 Notes, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the 2026 Notes.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 863 .

As of September 30, 2024, the aggregate principal amount of 2026 Notes outstanding was $ 125,000 .

Through September 30, 2024, the Company incurred debt issuance costs of $ 2,669 in connection with issuing the 2026 Notes, which were recorded as a direct reduction to the outstanding balance of the 2026 Notes, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the 2026 Notes.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 729 .

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023

20 unchanged sentences

and (c) the occurrence of certain bankruptcy and insolvency events with respect to Murray Hill Funding II or Murray Hill Funding.

As of and for the three months ended June 30, 2024, Murray Hill Funding II was in compliance with all covenants and reporting requirements.

As of and for the three months ended September 30, 2024, Murray Hill Funding II was in compliance with all covenants and reporting requirements.

Murray Hill Funding, in turn, entered into a repurchase transaction with UBS, pursuant to the terms of a Global Master Repurchase Agreement and the related Annex and Master Confirmation thereto, each dated May 19, 2017, or collectively, the UBS Facility.

9 unchanged sentences

As a result of the Amended Master Confirmation, the aggregate maximum amount payable to Murray Hill Funding and made available to the Company under the UBS Facility was increased from $ 125,000 to $ 200,000 .

No other material terms of the UBS Facility were revised in connection with the amended UBS Facility, or the Amended UBS Facility.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

On May 19, 2020, Murray Hill Funding entered into a Second Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Second Amended Master Confirmation, which extended the date that Murray Hill Funding will be required to repurchase the Notes sold to UBS under the Amended UBS Facility from May 19, 2020 to November 19, 2020, and increased the spread on the financing fee from 3.50 % to 3.90 % per year.

On May 19, 2020, Murray Hill Funding entered into a Second Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Second Amended Master Confirmation, which extended the date that Murray Hill Funding was required to repurchase the Notes sold to UBS under the Amended UBS Facility from May 19, 2020 to November 19, 2020, and increased the spread on the financing fee from 3.50 % to 3.90 % per year.

On May 19, 2020, Murray Hill Funding also repurchased Notes in the aggregate principal amount of $ 133,333 from UBS for an aggregate repurchase price of $ 100,000 , which was then repaid by Murray Hill Funding II.

1 unchanged sentence

As of December 31, 2020, Notes remained outstanding in the aggregate principal amount of $ 133,333 , which was purchased by Murray Hill Funding from Murray Hill Funding II and subsequently sold to UBS under the Amended UBS Facility for aggregate proceeds of $ 100,000 .

On November 12, 2020, Murray Hill Funding entered into a Third Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Third Amended Master Confirmation, to further extend the date that Murray Hill Funding will be required to repurchase the Notes to December 18, 2020.

On December 17, 2020, Murray Hill Funding entered into a Fourth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Fourth Amended Master Confirmation, which further extended the date that Murray Hill Funding will be required to repurchase the Notes sold to UBS under the Amended UBS Facility from December 18, 2020 to November 19, 2023, and decreased the spread on the financing fee from 3.90 % to 3.375 % per year.

No other material terms of the Amended UBS Facility were revised in connection with the Fourth Amended Master Confirmation.

On November 12, 2020, Murray Hill Funding entered into a Third Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Third Amended Master Confirmation, to further extend the date that Murray Hill Funding was required to repurchase the Notes to December 18, 2020.

On December 17, 2020, Murray Hill Funding entered into a Fourth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Fourth Amended Master Confirmation, which further extended the date that Murray Hill Funding was required to repurchase the Notes sold to UBS under the Amended UBS Facility from December 18, 2020 to November 19, 2023, and decreased the spread on the financing fee from 3.90 % to 3.375 % per year.

On December 17, 2020, Murray Hill Funding also entered into a Revolving Credit Note Agreement, or the Revolving Note Agreement, with Murray Hill Funding II, UBS and U.S.

12 unchanged sentences

The effective date of both Confirmations was June 15, 2023.

No other material terms of the Amended UBS Facility were revised in connection with the Fifth Amended Master Confirmation or the Amended Master Confirmation.

On July 1, 2021, December 14, 2021, April 19, 2022 and August 16, 2023, UBS purchased Class A-R Notes held by Murray Hill Funding for an aggregate purchase price equal to 100 % of the principal amount of Class A-R Notes purchased, which was $ 21,000 , $ 25,000 , $ 17,500 and $ 22,500 , respectively.

5 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

9 unchanged sentences

and (e) the admission by Murray Hill Funding of its inability to, or its intention not to, perform any of its obligations under the Amended UBS Facility.

As of and for the three months ended June 30, 2024, Murray Hill Funding was in compliance with all covenants and reporting requirements.

As of and for the three months ended September 30, 2024, Murray Hill Funding was in compliance with all covenants and reporting requirements.

Murray Hill Funding paid an upfront fee and incurred certain other customary costs and expenses totaling $ 2,637 in connection with obtaining the Amended UBS Facility, which were recorded as a direct reduction to the outstanding balance of the Amended UBS Facility, which is included in the Company’s consolidated balance sheets and amortized to interest expense over the term of the Amended UBS Facility.

At June 30, 2024, all upfront fees and other expenses were fully amortized.

As of June 30, 2024, Notes in the aggregate principal amount of $ 100,000 had been purchased by Murray Hill Funding from Murray Hill Funding II and subsequently sold to UBS under the Amended UBS Facility for aggregate proceeds of $ 100,000 .

At September 30, 2024, all upfront fees and other expenses were fully amortized.

As of September 30, 2024, Notes in the aggregate principal amount of $ 100,000 had been purchased by Murray Hill Funding from Murray Hill Funding II and subsequently sold to UBS under the Amended UBS Facility for aggregate proceeds of $ 100,000 .

The carrying amount outstanding under the Amended UBS Facility approximates its fair value.

The Company funded each purchase of Notes by Murray Hill Funding through a capital contribution to Murray Hill Funding.

As of June 30, 2024, the amount due at maturity under the Amended UBS Facility was $ 100,000 .

As of September 30, 2024, the amount due at maturity under the Amended UBS Facility was $ 100,000 .

The Notes issued by Murray Hill Funding II and purchased by Murray Hill Funding eliminate in consolidation on the Company’s consolidated financial statements.

As of June 30, 2024, the fair value of assets held by Murray Hill Funding II was $ 227,279 .

As of September 30, 2024, the fair value of assets held by Murray Hill Funding II was $ 234,227 .

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023 2023

16 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

1 unchanged sentence

In addition, the Deed of Trust contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under the Company’s other indebtedness in an outstanding aggregate principal amount of at least $ 50,000 , certain judgments and orders, and certain events of bankruptcy.

As of and for the three months ended June 30, 2024, the Company was in compliance with all covenants and reporting requirements.

As of and for the three months ended September 30, 2024, the Company was in compliance with all covenants and reporting requirements.

On February 26, 2023, the Company’s shares of common stock also listed and commenced trading on the TASE under the ticker symbol “CION”.

3 unchanged sentences

The Additional Series A Notes are rated A1.il by Midroog Ltd., an affiliate of Moody’s, and commenced trading on the TASE on October 10, 2023.

Through June 30, 2024 , the Company incurred d ebt issuance costs of $ 5,139 in connection with issuing the Series A Notes and the Additional Series A Notes, which were recorded as a direct reduction to the outstanding balance of the Series A Notes and the Additional Series A Notes, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the Series A Notes and the Additional Series A Notes.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 3,458 .

For the three months ended June 30, 2024 and 2023, for the six months ended June 30, 2024, for the period from February 28, 2023 through June 30, 2023 and for the period from February 28, 2023 through December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the Series A Notes were as follows:

Through September 30, 2024 , the Company incurred d ebt issuance costs of $ 5,139 in connection with issuing the Series A Notes and the Additional Series A Notes, which were recorded as a direct reduction to the outstanding balance of the Series A Notes and the Additional Series A Notes, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the Series A Notes and the Additional Series A Notes.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 3,057 .

For the three months ended September 30, 2024 and 2023, for the nine months ended September 30, 2024, for the period from February 28, 2023 through September 30, 2023 and for the period from February 28, 2023 through December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the Series A Notes were as follows:

Three Months Ended

June 30, Six Months Ended

June 30, 2024 For the Period From February 28, 2023 Through June 30, 2023 For the Period From February 28, 2023 Through

September 30, Nine Months Ended

September 30, 2024 For the Period From February 28, 2023 Through September 30, 2023 For the Period From February 28, 2023 Through

December 31, 2023

5 unchanged sentences

(1) Includes the stated interest expense on the Series A Notes and the Additional Series A Notes and is annualized for periods covering less than one year.

On November 8, 2023, the Company entered into a Note Purchase Agreement with certain institutional investors, or the 2027 Note Purchase Agreement, in connection with the Company’s issuance of $ 100,000 aggregate principal amount of its senior unsecured notes due 2027, or the 2027 Notes, at a purchase price equal to 99.25 % of the principal amount of the 2027 Notes.

On November 8, 2023, the Company entered into a Note Purchase Agreement with certain institutional investors, or the 2027 Note Purchase Agreement, in connection with the Company’s issuance of $ 100,000 aggregate principal amount of its senior unsecured notes, tranche A, due 2027, or the 2027 Notes, at a purchase price equal to 99.25 % of the principal amount of the 2027 Notes.

The net proceeds to the Company were $ 98,290 , after the deduction of placement agent fees and other financing expenses, which the Company used to primarily repay debt under its senior secured financing arrangements, make investments in portfolio companies in accordance with its investment objectives, and for working capital and general corporate purposes.

2 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

9 unchanged sentences

In addition, the 2027 Note Purchase Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25 million, certain judgments and orders, and certain events of bankruptcy.

As of and for the three months ended June 30, 2024, the Company was in compliance with all covenants and reporting requirements.

Through June 30, 2024, the Company incurred debt issuance costs of $ 1,710 in connection with issuing the 2027 Notes, which were recorded as a direct reduction to the outstanding balance of the 2027 Notes, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the 2027 Notes.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 1,434 .

For the three and six months ended June 30, 2024 and for the period from November 8, 2023 through December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the 2027 Notes were as follows:

As of and for the three months ended September 30, 2024, the Company was in compliance with all covenants and reporting requirements.

On September 18, 2024, the Company entered into an Amended and Restated Note Purchase Agreement with certain institutional investors, or the AR Note Purchase Agreement, in connection with the Company’s issuance of $ 100,000 aggregate principal amount of its floating rate senior unsecured notes, tranche B, due 2027, or the Tranche B Notes, at a purchase price equal to par.

The Tranche B Notes represent an add-on, second tranche of, and except as described herein have the same terms and conditions as, the 2027 Notes that were issued by the Company in November 2023.

The net proceeds to the Company were approximately $ 96,200 , after the deduction of a commitment fee of $ 2,875 , placement agent fees and other financing expenses.

The Tranche B Notes are rated investment grade.

The Tranche B Notes mature on November 8, 2027.

The Tranche B Notes bear interest at a floating rate equal to the three-month SOFR plus a credit spread of 3.90 % per year and subject to a 2.00 % SOFR floor, which will be paid quarterly on February 15, May 15, August 15, and November 15 of each year, commencing on November 15, 2024.

Through September 30, 2024, the Company incurred debt issuance costs of $ 5,365 in connection with issuing the 2027 Notes and the Tranche B Notes, which were recorded as a direct reduction to the outstanding balance of the 2027 Notes and the Tranche B Notes, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the 2027 Notes and the Tranche B Notes.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 4,939 .

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(in thousands, except share and per share amounts)

For the three and nine months ended September 30, 2024 and for the period from November 8, 2023 through December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the 2027 Notes and the Tranche B Notes were as follows:

Three Months Ended

June 30, 2024 Six Months Ended

June 30, 2024 For the Period From November 8, 2023 Through

September 30, 2024 Nine Months Ended

September 30, 2024 For the Period From November 8, 2023 Through

December 31, 2023

4 unchanged sentences

Average borrowings $ 114,130 $ 104,745 $ 100,000

(1) Includes the stated interest expense on the 2027 Notes and is annualized for periods covering less than one year.

2022 More Term Loan

On April 27, 2022, the Company entered into an Unsecured Term Loan Facility Agreement, or the More Term Loan Agreement, with More Provident Funds and Pension Ltd., or More Provident, as lender, which provided for an unsecured term loan to the Company in an aggregate principal amount of $ 50,000 , or the 2022 More Term Loan.

On April 27, 2022, the Company drew down $ 50,000 of borrowings under the 2022 More Term Loan.

(1) Includes the stated interest expense on the 2027 Notes and the Tranche B Notes and is annualized for periods covering less than one year.

2022 Term Loan

On April 27, 2022, the Company entered into an Unsecured Term Loan Facility Agreement, or the 2022 Term Loan Agreement, with an Israeli institutional investor, as lender, which provided for an unsecured term loan to the Company in an aggregate principal amount of $ 50,000 , or the 2022 Term Loan.

On April 27, 2022, the Company drew down $ 50,000 of borrowings under the 2022 Term Loan.

After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $ 49,000 , which it used for working capital and other general corporate purposes.

The carrying amount outstanding under the 2022 More Term Loan approximates its fair value.

The carrying amount outstanding under the 2022 Term Loan approximates its fair value.

Advances under the 2022 Term Loan bear interest at a floating rate equal to the three-month SOFR , plus a credit spread of 3.50 % per year and subject to a 1.0 % SOFR floor, payable quarterly in arrears.

Advances under the 2022 Term Loan mature on April 27, 2027.

The Company has the right to, at its option, prepay all or any portion of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (ii) the discounted present value of all remaining interest payments that would have been paid by the Company through the maturity date with respect to the principal amount of such advance that is to be prepaid or becomes due and payable pursuant to the 2022 Term Loan Agreement.

The discounted present value portion of the prepayment fee is calculated by applying a discount rate on the same periodic basis as that on which interest on advances is payable equal to the three-month SOFR plus 2.00 %.

Advances under the 2022 Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company’s subsidiaries, financing vehicles or similar facilities.

The 2022 Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60 % of the Company’s net asset value as of the year ended December 31, 2021 plus 50 % of the net cash proceeds of the sale of certain equity interests by the Company after April 27, 2022, if any, (iv) a minimum asset coverage ratio of not less than 150 %, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

In addition, the 2022 Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of bankruptcy.

As of and for the three months ended September 30, 2024, the Company was in compliance with all covenants and reporting requirements.

Through September 30, 2024, the Company incurred debt is suance costs of $ 1,025 in connection with obtaining the 2022 Term Loan, which were recorded as a direct reduction to the outstanding balance of the 2022 Term Loan, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the 2022 Term Loan.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 526 .

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Advances under the 2022 More Term Loan bear interest at a floating rate equal to the three-month SOFR , plus a credit spread of 3.50 % per year and subject to a 1.0 % SOFR floor, payable quarterly in arrears.

Advances under the 2022 More Term Loan mature on April 27, 2027.

Advances under the 2022 More Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company’s subsidiaries, financing vehicles or similar facilities.

The More Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60 % of the Company’s net asset value as of the year ended December 31, 2021 plus 50 % of the net cash proceeds of the sale of certain equity interests by the Company after April 27, 2022, if any, (iv) a minimum asset coverage ratio of not less than 150 %, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

In addition, the More Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of bankruptcy.

As of and for the three months ended June 30, 2024, the Company was in compliance with all covenants and reporting requirements.

Through June 30, 2024, the Company incurred debt is suance costs of $ 1,025 in connection with obtaining the 2022 More Term Loan, which were recorded as a direct reduction to the outstanding balance of the 2022 More Term Loan, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the 2022 More Term Loan.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 578 .

For the three and six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023 , the components of interest expense, average borrowings, and weighted average interest rate for the 2022 More Term Loan were as follows:

For the three and nine months ended September 30, 2024 and 2023 and for the year ended December 31, 2023 , the components of interest expense, average borrowings, and weighted average interest rate for the 2022 Term Loan were as follows:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023 2023

4 unchanged sentences

Average borrowings $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000

(1) Includes the stated interest expense on the 2022 More Term Loan and is annualized for periods covering less than one year.

2021 More Term Loan

On April 14, 2021, the Company entered into an Unsecured Term Loan Facility Agreement, or the Term Loan Agreement, with More Provident Funds Ltd., or More, as lender.

The Term Loan Agreement with More, or the 2021 More Term Loan, provided for an unsecured term loan to the Company in an aggregate principal amount of $ 30,000 .

On April 20, 2021, the Company drew down $ 30,000 of borrowings under the 2021 More Term Loan.

(1) Includes the stated interest expense on the 2022 Term Loan and is annualized for periods covering less than one year.

2021 Term Loan

On April 14, 2021, the Company entered into an Unsecured Term Loan Facility Agreement, or the Term Loan Agreement, with an Israeli institutional investor, as lender.

The Term Loan Agreement with such lender, or the 2021 Term Loan, provided for an unsecured term loan to the Company in an aggregate principal amount of $ 30,000 .

On April 20, 2021, the Company drew down $ 30,000 of borrowings under the 2021 Term Loan.

After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $ 29,000 , which the Company used for working capital and other general corporate purposes.

Advances under the 2021 Term Loan were scheduled to mature on September 30, 2024, and bore interest at a rate of 5.20 % per year payable quarterly in arrears.

The Company had the right to, at its option, prepay all or any portion of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (ii) the discounted present value of all remaining interest payments that would have been paid by the Company through the maturity date with respect to the principal amount of such advance that was to be prepaid or became due and payable pursuant to the Term Loan Agreement.

The discounted present value portion of the prepayment fee was calculated by applying a discount rate on the same periodic basis as that on which interest on advances was payable equal to the sum of 2.00 % plus the yield to maturity of the most recently issued U.S.

Treasury securities having a maturity equal to the remaining average life of the 2021 Term Loan, or if there were no such U.S.

Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Term Loan Agreement.

Advances under the 2021 Term Loan were general unsecured obligations of the Company that ranked pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ranked effectively junior to the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and ranked structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.

The Term Loan Agreement contained other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60 % of the Company’s net asset value as of the year ended December 31, 2020 plus 50 % of the net cash proceeds of the sale of certain equity interests by the Company after April 14, 2021, if any, (iv) a minimum asset coverage ratio of not less than 150 %, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represented more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represented less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

In addition, the Term Loan Agreement contained customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of ba nkruptcy.

As of and for the three months ended September 30, 2024, the Company was in compliance with all covenants and reporting requirements.

On September 24, 2024, the Company fully repaid all outstanding principal and interest on and otherwise satisfied all its obligations under the 2021 Term Loan.

Through September 30, 2024, the Company incurred debt issuance costs of $ 992 in connection with obtaining the 2021 Term Loan, which were recorded as a direct reduction to the outstanding balance of the 2021 Term Loan, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and was to amortize to interest expense over the term of the 2021 Term Loan.

At September 30, 2024, all upfront fees and other expenses were fully amortized.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Advances under the 2021 More Term Loan mature on September 30, 2024, and bear interest at a rate of 5.20 % per year payable quarterly in arrears.

Treasury securities having a maturity equal to the remaining average life of the 2021 More Term Loan, or if there are no such U.S.

Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Term Loan Agreement.

Advances under the 2021 More Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.

The Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60 % of the Company’s net asset value as of the year ended December 31, 2020 plus 50 % of the net cash proceeds of the sale of certain equity interests by the Company after April 14, 2021, if any, (iv) a minimum asset coverage ratio of not less than 150 %, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

In addition, the Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of ba nkruptcy.

As of and for the three months ended June 30, 2024, the Company was in compliance with all covenants and reporting requirements.

Through June 30, 2024, the Company incurred debt issuance costs of $ 992 in connection with obtaining the 2021 More Term Loan, which were recorded as a direct reduction to the outstanding balance of the 2021 More Term Loan, which is included in the Company’s consolidated balance sheet as of June 30, 2024 and will amortize to interest expense over the term of the 2021 More Term Loan.

At June 30, 2024, the unamortized portion of the debt issuance costs was $ 66 .

For the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the 2021 More Term Loan were as follows:

For the three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023, the components of interest expense, average borrowings, and weighted average interest rate for the 2021 Term Loan were as follows:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023 2023

4 unchanged sentences

Average borrowings $ 27,717 $ 30,000 $ 29,234 $ 30,000 $ 30,000

(1) Includes the stated interest expense on the 2021 More Term Loan and is annualized for periods covering less than one year.

(1) Includes the stated interest expense on the 2021 Term Loan and is annualized for periods covering less than one year.

2024 Term Loan

On September 30, 2024, the Company entered into an Unsecured Term Loan Facility Agreement, or the 2024 Term Loan Agreement, with an Israeli institutional investor, as lender, which provides for an unsecured term loan to the Company in an aggregate principal amount of $ 30,000 , or the 2024 Term Loan.

After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $ 29,400 less customary legal fees and other expenses, which the Company used for working capital and other general corporate purposes.

Advances under the 2024 Term Loan bear interest at a floating rate equal to the three-month SOFR , plus a credit spread of 3.80 % per year and subject to a 4.0 % SOFR floor, payable quarterly in arrears.

Advances under the 2024 Term Loan mature on September 30, 2027.

Advances under the 2024 Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.

The 2024 Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a business development company within the meaning of the Investment Company Act of 1940, as amended, (iii) minimum shareholders’ equity of $ 543.6 million, (iv) a minimum asset coverage ratio of not less than 150 %, (v) an interest coverage ratio of not less than 1.25 to 1.00, and (vi) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65 % of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15 % of the total value of unencumbered assets used by the Company for purposes of the ratio.

In addition, the 2024 Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $ 25,000 , certain judgments and orders, and certain events of bankruptcy.

As of September 30, 2024, the Company was in compliance with all covenants.

On September 30, 2024, the Company incurred debt is suance costs of $ 180 in connection with obtaining the 2024 Term Loan, which were recorded as a direct reduction to the outstanding balance of the 2024 Term Loan, which is included in the Company’s consolidated balance sheet as of September 30, 2024 and will amortize to interest expense over the term of the 2024 Term Loan.

At September 30, 2024, the unamortized portion of the debt issuance costs was $ 180 .

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

As of September 30, 2024 , the components of interest expense, average borrowings, and weighted average interest rate for the 2024 Term Loan were as follows:

September 30, 2024

Stated interest expense $ 7

Amortization of deferred financing costs —

Total interest expense $ 7

Weighted average interest rate(1) 8.40 %

Average borrowings $ 30,000

(1) Includes the stated interest expense on the 2024 Term Loan and is annualized for periods covering less than one year.

Fair Value of Financial Instruments

The following table presents fair value measurements of the Company’s portfolio investments as of June 30, 2024 and December 31, 2023, according to the fair value hierarchy:

June 30, 2024(1) December 31, 2023(2)

The following table presents fair value measurements of the Company’s portfolio investments as of September 30, 2024 and December 31, 2023, according to the fair value hierarchy:

September 30, 2024(1) December 31, 2023(2)

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

8 unchanged sentences

(2) Excludes the Company's $ 25,039 investment in CION/EagleTree, which is measured at NAV.

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and six months ended June 30, 2024 and 2023:

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

Beginning balance, March 31, 2024 $ 1,465,051 $ 28,460 $ 1,004 $ 5,506 $ 219,697 $ 1,719,718

Beginning balance, June 30, 2024 $ 1,536,753 $ 15,050 $ 770 $ 5,493 $ 245,634 $ 1,803,700

Investments purchased(2)(3) 122,203 134 — 5,187 11,326 138,850

Net realized loss ( 18,406 ) — — — ( 1,871 ) ( 20,277 )

Net change in unrealized appreciation (depreciation) 13,089 ( 1,707 ) ( 170 ) ( 46 ) 10,249 21,415

Net realized (loss) gain ( 1,792 ) — — — 5,730 3,938

Net change in unrealized (depreciation) appreciation ( 6,653 ) 107 ( 64 ) 1,081 ( 21,509 ) ( 27,038 )

Accretion of discount 1,781 83 — — — 1,864

Sales and principal repayments(3) ( 157,768 ) ( 11,501 ) ( 21 ) — ( 19,660 ) ( 188,950 )

Ending balance, June 30, 2024 $ 1,536,753 $ 15,050 $ 770 $ 5,493 $ 245,634 $ 1,803,700

Change in net unrealized (depreciation) appreciation on investments still held as of June 30, 2024(1) $ ( 167 ) $ ( 665 ) $ ( 170 ) $ ( 46 ) $ 12,268 $ 11,220

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Ending balance, September 30, 2024 $ 1,494,524 $ 3,873 $ 685 $ 11,761 $ 221,521 $ 1,732,364

Change in net unrealized (depreciation) appreciation on investments still held as of September 30, 2024(1) $ ( 6,228 ) $ 174 $ ( 64 ) $ 1,081 $ ( 17,503 ) $ ( 22,540 )

(1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

(3) Includes non-cash restructured securities.

Six Months Ended

June 30, 2024

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(in thousands, except share and per share amounts)

Nine Months Ended

September 30, 2024

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

5 unchanged sentences

Sales and principal repayments(3) ( 453,257 ) ( 25,486 ) ( 149 ) ( 8,872 ) ( 26,711 ) ( 514,475 )

Ending balance, June 30, 2024 $ 1,536,753 $ 15,050 $ 770 $ 5,493 $ 245,634 $ 1,803,700

Change in net unrealized (depreciation) appreciation on investments still held as of June 30, 2024(1) $ ( 3,988 ) $ ( 975 ) $ ( 186 ) $ ( 96 ) $ 2,813 $ ( 2,432 )

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

(in thousands, except share and per share amounts)

Ending balance, September 30, 2024 $ 1,494,524 $ 3,873 $ 685 $ 11,761 $ 221,521 $ 1,732,364

Change in net unrealized (depreciation) appreciation on investments still held as of September 30, 2024(1) $ ( 10,575 ) $ ( 856 ) $ ( 249 ) $ 985 $ ( 14,229 ) $ ( 24,924 )

(1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

1 unchanged sentence

Three Months Ended

June 30, 2023

September 30, 2023

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

Beginning balance, March 31, 2023 $ 1,472,453 $ 38,997 $ 1,133 $ 15,517 $ 100,958 $ 1,629,058

Beginning balance, June 30, 2023 $ 1,468,630 $ 39,544 $ 1,046 $ 17,301 $ 133,725 $ 1,660,246

Investments purchased(2)(3) 112,470 — — — 34,328 146,798

3 unchanged sentences

Sales and principal repayments(3) ( 127,838 ) ( 4 ) ( 86 ) — — ( 127,928 )

Ending balance, June 30, 2023 $ 1,468,630 $ 39,544 $ 1,046 $ 17,301 $ 133,725 $ 1,660,246

Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2023(1) $ 5,280 $ 496 $ 9 $ ( 2,420 ) $ 3,367 $ 6,732

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Ending balance, September 30, 2023 $ 1,481,498 $ 36,114 $ 1,224 $ 14,631 $ 167,569 $ 1,701,036

Change in net unrealized appreciation (depreciation) on investments still held as of September 30, 2023(1) $ 10,453 $ ( 3,473 ) $ 264 $ ( 2,675 ) $ 444 $ 5,013

(1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

(3) Includes non-cash restructured securities.

Six Months Ended

June 30, 2023

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(in thousands, except share and per share amounts)

Nine Months Ended

September 30, 2023

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

2 unchanged sentences

Net realized loss ( 23,518 ) — — — ( 8,058 ) ( 31,576 )

Net change in unrealized (depreciation) appreciation ( 18,686 ) 659 44 ( 9,550 ) 224 ( 27,309 )

Net change in unrealized appreciation (depreciation) 11,547 ( 2,814 ) 308 ( 12,225 ) 2,019 ( 1,165 )

Accretion of discount 10,657 172 — 13 — 10,842

Sales and principal repayments(3) ( 327,883 ) ( 13 ) ( 263 ) — — ( 328,159 )

Ending balance, June 30, 2023 $ 1,468,630 $ 39,544 $ 1,046 $ 17,301 $ 133,725 $ 1,660,246

Change in net unrealized (depreciation) appreciation on investments still held as of June 30, 2023(1) $ ( 22,169 ) $ 659 $ 44 $ ( 9,550 ) $ ( 15 ) $ ( 31,031 )

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Ending balance, September 30, 2023 $ 1,481,498 $ 36,114 $ 1,224 $ 14,631 $ 167,569 $ 1,701,036

Change in net unrealized appreciation (depreciation) on investments still held as of September 30, 2023(1) $ 1,685 $ ( 2,814 ) $ 308 $ ( 12,225 ) $ ( 461 ) $ ( 13,507 )

(1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

(3) Includes non-cash restructured securities.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

(in thousands, except share and per share amounts)

Significant Unobservable Inputs

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of investments as of June 30, 2024 and December 31, 2023 were as follows:

June 30, 2024

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of investments as of September 30, 2024 and December 31, 2023 were as follows:

September 30, 2024

Fair Value Valuation Techniques/

2 unchanged sentences

Senior secured first lien debt $ 1,332,134 Discounted Cash Flow Discount Rates 8.5 % — 30.0 % 13.2 %

95,164 Broker Quotes Broker Quotes N/A N/A

67,169 Market Comparable Approach Revenue Multiple 1.00 x

28,019 EBITDA Multiple 5.38 x

55,269 Broker Quotes Broker Quotes N/A N/A

11,933 Other(2) Other(2) N/A N/A

Senior secured second lien debt 11,486 Discounted Cash Flow Discount Rates 15.8 % N/A

3,564 Market Comparable Approach EBITDA Multiple 5.63 x

Senior secured second lien debt 3,873 Market Comparable Approach EBITDA Multiple 5.88 x

Collateralized securities and structured products - equity 685 Discounted Cash Flow Discount Rates 21.0 % N/A

Unsecured debt 4,136 Other(2) Other(2) N/A N/A

1,357 Discounted Cash Flow Discount Rates 12.5 % N/A

Equity 87,962 Market Comparable Approach Revenue Multiple 0.23 x

87,932 EBITDA Multiple 5.00 x

54,923 $ per kW $ 187.5 — $ 437.5 $ 403.2

7,018 Discounted Cash Flow Discount Rates 20.0 % N/A

Unsecured debt 5,513 Discounted Cash Flow Discount Rates 11.5 % — 13.0 % 11.9 %

5,298 Other(2) Other(2) N/A N/A

950 Options Pricing Model Expected Volatility 35.0 % N/A

Equity 78,754 Market Comparable Approach EBITDA Multiple 5.00 x

70,186 Revenue Multiple 0.30 x

49,272 $ per kW $ 442.5 N/A

8,374 Options Pricing Model Expected Volatility 47.5 % — 100.0 % 52.9 %

7,613 Discounted Cash Flow Discount Rates 19.0 % N/A

6,439 Broker Quotes Broker Quotes N/A N/A

5 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

25 unchanged sentences

General and Administrative Expense

General and administrative expense consisted of the following items for the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

General and administrative expense consisted of the following items for the three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

2024 2023 2024 2023 2023

2 unchanged sentences

Valuation expense 205 212 578 637 853

Director fees and expenses 177 179 348 348 696

Insurance expense 195 168 533 504 675

Director fees and expenses 171 177 519 525 696

Accounting and administrative costs 137 282 459 606 637

5 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

3 unchanged sentences

However, the Company has not experienced claims or losses pursuant to these contracts and believes the risk of loss related to such indemnifications to be remote.

As of June 30, 2024 and December 31, 2023, the Company’s unfunded commitments were as follows:

Unfunded Commitments June 30, 2024(1) December 31, 2023(1)

David's Bridal, LLC $ 15,000 $ —

Lux Credit Consultants LLC 6,353 —

Rogers Mechanical Contractors, LLC 6,250 2,404

As of September 30, 2024 and December 31, 2023, the Company’s unfunded commitments were as follows:

Unfunded Commitments September 30, 2024(1) December 31, 2023(1)

APS Acquisition Holdings, LLC $ 7,799 $ —

American Clinical Solutions LLC 6,450 250

American Family Care, LLC 6,364 —

Flatworld Intermediate Corp.

Rogers Mechanical Contractors, LLC 5,838 2,404

Lux Credit Consultants LLC 5,172 —

American Health Staffing Group, Inc.

Nova Compression, LLC 2,609 2,609

Mimeo.com, Inc.

Homer City Holdings LLC 3,000 196

Gold Medal Holdings, Inc.

American Clinical Solutions LLC 2,250 250

Moss Holding Company 2,232 2,232

Tactical Air Support, Inc.

ALM Media, LLC 2,160 —

Bradshaw International Parent Corp.

Fluid Control Intermediate Inc.

Nova Compression, LLC 1,957 2,609

Instant Web, LLC 1,947 2,164

Sleep Opco, LLC 1,750 1,750

Thrill Holdings LLC 1,739 5,000

Instant Web, LLC 1,731 2,164

Riddell, Inc.

HEC Purchaser Corp.

Stengel Hill Architecture, LLC 1,500 —

Bradshaw International Parent Corp.

ESP Associates, Inc.

Mimeo.com, Inc.

Critical Nurse Staffing, LLC 1,000 1,000

Dermcare Management, LLC 627 671

Invincible Boat Company LLC 798 399

BDS Solutions Intermediateco, LLC 524 1,905

Optio Rx, LLC 677 —

HEC Purchaser Corp.

Ironhorse Purchaser, LLC 490 347

1 unchanged sentence

Anthem Sports & Entertainment Inc.

Colonnade Parent, Inc.

Coyote Buyer, LLC — 2,500

MacNeill Pride Group Corp.

Tactical Air Support, Inc.

Fluid Control Intermediate Inc.

OpCo Borrower, LLC — 1,042

1 unchanged sentence

Service Compression, LLC — 419

Invincible Boat Company LLC — 399

RA Outdoors, LLC — 372

Homer City Holdings LLC — 196

HW Acquisition, LLC — 12

3 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

2 unchanged sentences

The Company intends to use cash on hand, short-term investments, proceeds from borrowings, and other liquid assets to fund these commitments should the need arise.

For information on the companies to which the Company is committed to fund additional amounts as of June 30, 2024 and December 31, 2023, refer to the table above and the consolidated schedules of investments.

As of July 31, 2024, the Company was committed, upon the satisfaction of certain conditions, to fund an additional $ 69,278 .

For information on the companies to which the Company is committed to fund additional amounts as of September 30, 2024 and December 31, 2023, refer to the table above and the consolidated schedules of investments.

As of October 30, 2024, the Company was committed, upon the satisfaction of certain conditions, to fund an additional $ 69,980 .

The Company will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (i.e., advances from its financing arrangements and/or cash flows from operations).

4 unchanged sentences

Fee income consists of amendment fees, capital structuring and other fees, conversion fees, commitment fees and administrative agent fees.

The following table summarizes the Company’s fee income for the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

The following table summarizes the Company’s fee income for the three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended

2024 2023 2024 2023 2023

Capital structuring and other fees $ 4,951 $ 1,763 $ 8,180 $ 2,295 $ 4,309

Commitment fees — — 1,760 309 308

Amendment fees 802 1,769 1,950 5,115 6,415

Commitment fees — — 1,760 309 308

Conversion fees — — 78 477 477

1 unchanged sentence

Total(1) $ 5,803 $ 3,532 $ 12,018 $ 8,226 $ 11,694

(1) A portion of our fee income is derived from non-controlled, affiliated investments and controlled investments.

Refer to notes r.

to the consolidated schedule of investments as of September 30, 2024 included in this report for further details on the sources of our fee income.

Administrative agent fees are recurring income as long as the Company remains the administrative agent for the related investment.

2 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

Financial Highlights

The following is a schedule of financial highlights as of and for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

Six Months Ended

June 30, Year Ended

The following is a schedule of financial highlights as of and for the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Nine Months Ended

September 30, Year Ended

2024 2023 2023

4 unchanged sentences

Net realized loss and net change in unrealized depreciation on investments and loss on foreign currency(2) ( 0.91 ) ( 0.71 ) ( 0.18 )

Net increase (decrease) in net assets resulting from operations(2) 0.54 ( 0.05 ) 1.74

Net increase in net assets resulting from operations(2) 0.53 0.81 1.74

Shareholder distributions:

17 unchanged sentences

Asset coverage ratio(8) 1.78 1.85 1.81

(1) The per share data for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023 was derived by using the weighted average shares of common stock outstanding during each period.

(1) The per share data for the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023 was derived by using the weighted average shares of common stock outstanding during each period.

(2) The amount shown for net realized loss, net change in unrealized depreciation on investments and loss on foreign currency is the balancing figure derived from the other figures in the schedule.

The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales and repurchases of the Company’s shares in relation to fluctuating market values for the portfolio.

As a result, net increase (decrease) in net assets resulting from operations in this schedule may vary from the consolidated statements of operations.

As a result, net increase in net assets resulting from operations in this schedule may vary from the consolidated statements of operations.

(3) Repurchases of common stock may have caused an incremental decrease or increase in net asset value per share due to the repurchase of shares at a price in excess of or below net asset value per share, respectively, on each repurchase date.

The per share impact of repurchases of common stock was a decrease to net asset value of less than $ 0.01 per share during the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2024

September 30, 2024

(in thousands, except share and per share amounts)

The per share impact of repurchases of common stock was a decrease to net asset value of less than $ 0.01 per share during the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023.

(4) Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including distributions paid or payable during the period.

4 unchanged sentences

Total returns covering less than a full year are not annualized.

(5) Total investment return-market value for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023 was calculated by taking the change in the market price of the Company's common stock since the first day of the period, and including the impact of distributions reinvested in accordance with the Company’s New DRP.

(5) Total investment return-market value for the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023 was calculated by taking the change in the market price of the Company's common stock since the first day of the period, and including the impact of distributions reinvested in accordance with the Company’s New DRP.

Total investment return-market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock.

5 unchanged sentences

Subsequent Event

On July 15, 2024, 34th Street entered into a Fifth Amendment to the Third Amended JPM Credit Agreement with JPM, or the JPM Fifth Amendment.

Also under the JPM Fifth Amendment, the reinvestment period was extended from July 15, 2024 to June 15, 2026 and the maturity date was extended from May 15, 2025 to June 15, 2027.

34th Street incurred certain customary costs and expenses in connection with the JPM Fifth Amendment and will pay an annual administrative fee of 0.20 % on JPM's total financing commitment.

No other material terms of the Third Amended JPM Credit Agreement were revised in connection with the JPM Fifth Amendment.

On October 3, 2024, the Company issued and sold $ 172,500 in aggregate principal amount of its unsecured 7.50 % Notes due 2029, or the 2029 Notes, which includes $ 22,500 in aggregate principal amount of the 2029 Notes issued and sold pursuant to the exercise in full of the underwriters’ option to purchase additional 2029 Notes to cover overallotments.

The 2029 Notes were issued pursuant to an Indenture, or the Base Indenture, and a First Supplemental Indenture, or the First Supplemental Indenture, and, together with the Base Indenture, the Indenture, between the Company and U.S.

Bank Trust Company, National Association, as trustee, or the Trustee.

The Company used the net proceeds of the offering of the 2029 Notes to pay down borrowings under the Company's senior secured credit facility with JPM.

The 2029 Notes began trading on the NYSE under the ticker symbol “CICB” on October 9, 2024.

The 2029 Notes will mature on December 30, 2029, unless previously redeemed or repurchased in accordance with their terms.

The interest rate of the 2029 Notes is 7.50 % per year and will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing December 30, 2024.

The 2029 Notes are the Company's direct unsecured obligations and rank pari passu with the Company's existing and future unsecured, unsubordinated indebtedness;

senior to any series of preferred stock that the Company may issue in the future;

senior to any of the Company's future indebtedness that expressly provides it is subordinated to the 2029 Notes;

effectively subordinated to all of the Company's existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness;

and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company's existing or future subsidiaries.

The 2029 Notes may be redeemed in whole or in part at any time or from time to time at the Company's option on or after December 30, 2026, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $ 25 per 2029 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage ratio requirements set forth in the 1940 Act, but giving effect to any exemptive relief granted to the Company by the SEC, and certain other exceptions, and to provide financial information to the holders of the 2029 Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(in thousands, except share and per share amounts)

The 2029 Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form N-2 (Registration No.

333-278658) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated September 26, 2024 and a final prospectus supplement dated September 26, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements