What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-03-13 compared with 2024-03-14 · 198 added, 51 removed, 253 unchanged (50% of the section changed)

3 unchanged sentences

Prior to October 5, 2021, our shares were not listed on an exchange or quoted through a quotation system.

The following table sets forth, for each fiscal quarter commencing September 30, 2021, the NAV per share of our common stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to NAV and distributions declared by us.

The following table sets forth, for each fiscal quarter for the fiscal year ending December 31, 2025 and for the fiscal years ended December 31, 2024 and 2023, the NAV per share of our common stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to NAV and distributions declared by us.

On March 5, 2025, the last reported closing sales price of our common stock on the NYSE was $ 12.20 per share, which represented a discount of approximately ( 20.9 )% to the NAV per share reported by us as of December 31, 2024.

16 unchanged sentences

Fourth Fiscal Quarter $ 16.23 $ 11.65 $ 9.70 ( 28.2 ) % ( 40.2 ) % $ 0.54

Fiscal Year Ended December 31, 2021

Fourth Fiscal Quarter $ 16.34 $ 14.86 $ 11.80 ( 9.1 ) % ( 27.8 ) % $ 0.46

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices.

14 unchanged sentences

(formerly, DST Systems, Inc.) serves as our transfer agent, distribution paying agent and registrar.

Reverse Stock Split

Effective on September 21, 2021, every two shares of our common stock then issued and outstanding were automatically combined into one share of our common stock, with the number of then issued and outstanding shares reduced from 113,916,869 to 56,958,440.

The reverse stock split amendment also provided that there was no change in the par value of $0.001 per share as a result of the reverse stock split.

In addition, the reverse stock split did not modify the rights or preferences of our common stock.

Exchange Listings

On October 5, 2021, our shares of common stock commenced trading on the NYSE under the ticker symbol “CION”.

1 unchanged sentence

On February 26, 2023, our common stock and our Series A Notes listed in Israel on the TASE under the ticker symbol “CION” and "CION B1", respectively.

On October 9, 2024, our 2029 Notes commenced trading on the NYSE under the ticker symbol “CICB”.

Distributions and Distribution Reinvestment Plan

6 unchanged sentences

On July 15, 2020, our board of directors determined to recommence the payment of distributions to shareholders in August 2020.

On September 15, 2021, we changed the timing of declaring and paying regular distributions to shareholders from monthly to quarterly commencing with the fourth quarter of 2021.

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.

Subject to our board of directors’ discretion and applicable legal restrictions, our management intends to continue to authorize and declare, and our board of directors intends to continue to ratify, a quarterly distribution amount per share of our common stock.

Declared regular distributions are paid quarterly.

On September 15, 2021, we changed the timing of declaring and paying base distributions to shareholders from monthly to quarterly commencing with the fourth quarter of 2021.

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.

Declared base distributions are paid quarterly.

We will calculate each shareholder’s specific distribution amount for the period using record and declaration dates and each shareholder’s distributions will begin to accrue on the date such shareholder first owns shares of our common stock.

1 unchanged sentence

As required under the 1940 Act, a quarterly estimate of the tax attributes of our distributions will be disclosed to our shareholders on our website at www.cionbdc.com ;

however, actual determinations of such tax attributes, including determinations from return of capital, will be made available annually as of the end of our fiscal year, based upon our taxable income and distributions paid for the full year.

however, actual determinations of such tax attributes, including determinations from returns of capital, will be made available annually as of the end of our fiscal year, based upon our taxable income and distributions paid for the full year.

Each year, information regarding the source of our distributions (i.e., whether paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, the latter of which is a nontaxable distribution) will be disclosed to our shareholders on our website at www.cionbdc.com .

5 unchanged sentences

In order to avoid certain excise taxes imposed on RICs, we are required to distribute in respect of each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses, or capital gain net income (adjusted for certain ordinary losses), for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gain net income from preceding years that were not distributed during such years and on which we paid no federal income tax.

We intend to continue to pay quarterly distributions to our shareholders out of assets legally available for distribution in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.

We intend to continue to pay distributions to our shareholders out of assets legally available for distribution in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.

However, we can offer no assurance that (i) we will maintain results that will permit the payment of any distributions, and (ii) we will not be prohibited from paying distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

3 unchanged sentences

Three Months Ended Per Share Amount

March 31, 2021 (three record dates) $ 0.2648 $ 15,029

June 30, 2021 (three record dates) 0.2648 15,000

September 30, 2021 (three record dates) 0.2648 15,027

December 31, 2021 (two record dates) 0.4648 26,474

Total distributions for the year ended December 31, 2021 $ 1.2592 $ 71,530

March 31, 2022 (one record date) $ 0.28 $ 15,948

8 unchanged sentences

Total distributions for the year ended December 31, 2023 $ 1.61 $ 87,867

March 31, 2024 (one record date) $ 0.34 $ 18,279

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

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

December 31, 2024 (two record dates) 0.41 21,835

Total distributions for the year ended December 31, 2024

$ 1.52 $ 81,308

(1) The per share distribution amount for 2021 has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3 to the consolidated financial statements included within this report.

On March 11, 2024, our co-chief executive officers declared a regular quarterly distribution of $0.34 per share for the first quarter of 2024 payable on March 28, 2024 to shareholders of record as of March 22, 2024.

On March 10, 2025, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the first quarter of 2025 payable on April 11, 2025 to shareholders of record as of March 28, 2025.

In connection with the Listing of our shares of common stock on the NYSE, on September 15, 2021, we terminated our previous fifth amended and restated distribution reinvestment plan, or the Old DRP.

The final distribution reinvestment under the Old DRP was made as part of the regular monthly distribution paid on September 14, 2021.

The final distribution reinvestment under the Old DRP was made as part of the monthly base distribution paid on September 14, 2021.

On September 15, 2021, we adopted a new distribution reinvestment plan, or the New DRP, which became effective as of the Listing and first applied to the reinvestment of distributions paid on December 8, 2021.

42 unchanged sentences

(1) See the description of the New DRP above.

Pursuant to an expense support and conditional reimbursement agreement entered into on January 2, 2018 between us and CIM, CIM agreed to provide expense support to us in an amount that was sufficient to:

(i) ensure that no portion of our distributions to shareholders was paid from our offering proceeds or borrowings, and/or (ii) reduce our operating expenses until we achieved economies of scale sufficient to ensure that we bore a reasonable level of expense in relation to our investment income.

Under certain conditions, CIM would have been entitled to reimbursement of such expense support.

On December 31, 2021, we and CIM allowed the expense support and conditional reimbursement agreement to expire in accordance with its terms.

For the year ended December 31, 2021, none of our distributions resulted from expense support from CIM.

The following table reflects the sources of distributions on a GAAP basis that were declared during the years ended December 31, 2024, 2023 and 2022:

4 unchanged sentences

Total distributions $ 1.52 $ 81,308 100.0 % $ 1.61 $ 87,867 100.0 % $ 1.45 $ 81,575 100.0 %

(1) The per share amount for 2021 has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3 to the consolidated financial statements included within this report.

Issuing Shares Below NAV

2 unchanged sentences

In addition, we may generally issue new shares of our common stock at a price below NAV in rights offerings to existing shareholders, in payment of distributions and in certain other limited circumstances.

On September 15, 2023, our shareholders approved our ability to sell or otherwise issue during the next year shares of our common stock at a price below our then current NAV per share in one or more public or private offerings of our common stock not exceeding 25% of such then outstanding shares.

If we issue such shares and again receive such approval from shareholders in 2024 or otherwise in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock.

On August 27, 2024, our shareholders approved our ability to sell or otherwise issue during the next year shares of our common stock at a price below our then current NAV per share in one or more public or private offerings of our common stock not exceeding 25% of such then outstanding shares.

If we issue such shares through August 27, 2025, or receive such approval from shareholders in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock.

Recent Sales of Unregistered Equity Securities

6 unchanged sentences

The offer to repurchase common stock was conducted solely through tender offer materials made available to each shareholder.

The board considered the following factors, among others, in making its determination regarding whether to cause us to continue offering to repurchase shares and under what terms:

• the effect of such repurchases on our qualification as a RIC (including the consequences of any necessary asset sales);

• the liquidity of our assets (including fees and costs associated with disposing of assets);

• our investment plans and working capital requirements;

• the relative economies of scale with respect to our size;

• our history in repurchasing shares or portions thereof;

• the condition of the securities markets.

On July 30, 2021, our board of directors, including the independent directors, determined to suspend our pre-Listing share repurchase program commencing with the third quarter of 2021 in anticipation of the Listing and the concurrent enhanced liquidity the Listing was expected to provide.

The pre-Listing share repurchase program ultimately terminated upon the Listing.

We limited the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock we could have repurchased with the proceeds we received from the issuance of shares of our common stock pursuant to the Old DRP.

At the discretion of our board of directors, we could have used cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase common stock.

We offered to repurchase such common stock on each date of repurchase at a price equal to the estimated NAV per share on each date of repurchase.

Post-Listing Share Repurchase Policy

10 unchanged sentences

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)

January 1 to January 31, 2022 — N/A — —

February 1 to February 28, 2022 — N/A — —

March 1 to March 31, 2022 — N/A — —

April 1 to April 30, 2022 — N/A — —

May 1 to May 31, 2022 — N/A — —

June 1 to June 30, 2022 — N/A — —

July 1 to July 31, 2022 — N/A — —

January 1 to January 31, 2023 129,873 $ 10.58 129,873 $ 43,218

February 1 to February 28, 2023 114,733 11.06 114,733 41,951

March 1 to March 31, 2023 93,423 10.17 93,423 41,003

April 1 to April 30, 2023 126,980 9.69 126,980 39,775

May 1 to May 31, 2023 86,950 9.34 86,950 38,964

June 1 to June 30, 2023 114,698 10.31 114,698 37,784

July 1 to July 31, 2023 54,048 10.74 54,048 37,205

August 1 to August 31, 2023 18,518 10.96 18,518 37,002

2 unchanged sentences

November 1 to November 30, 2023 45,556 10.26 45,556 34,056

December 1 to December 31, 2022 — N/A — 44,589

December 1 to December 31, 2023 89,013 10.84 89,013 33,093

Total for the year ended December 31, 2023 1,114,848 1,114,848

18 unchanged sentences

The graph also assumes the reinvestment of all cash distributions on the respective distribution payment dates prior to any tax effect.

This graph and other information furnished under Part II.

Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

This graph and other information furnished under Part II., Item 5 of this Annual Report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

The stock price performance included in the above graph is not necessarily indicative of, or intended to forecast, future stock price performance.

46 unchanged sentences

The costs associated with such borrowings are indirectly borne by our shareholders.

Interest payments on borrowed funds includes our interest expense based on borrowings under our $125 million 2026 Notes and our $30 million 2021 More Term Loan for the twelve months ended December 31, 2023, which pay interest at 4.5% and 5.2% per year, respectively.

In addition, interest payments on borrowed funds includes our interest expense based on borrowings under our $675 million JPM Credit Facility, our $150 million UBS Facility, our $115 million Series A Notes, our $100 million 2027 Notes and our $50 million 2022 More Term Loan for the twelve months ended December 31, 2023, which bore weighted average interest rates of 8.45%, 8.76%, 8.98 %, 9.97 % and 8.54%, respectively.

Interest payments on borrowed funds includes our interest expense based on borrowings under our $125 million 2026 Notes, our $30 million 2021 Term Loan (fully repaid as of September 24, 2024) and our $172.5 million 2029 Notes for the twelve months ended December 31, 2024, which pay or paid interest at 4.5%, 5.2% and 7.5% per year, respectively.

In addition, interest payments on borrowed funds includes our interest expense based on borrowings under our $406.3 million JPM Credit Facility, our $150 million UBS Facility (terminated on February 13, 2025), our $114.8 million Series A Notes, our $200 million 2027 Notes, our $50 million 2022 Term Loan and our $30 million 2024 Term Loan for the twelve months ended December 31, 2024, which bore weighted average interest rates of 8.47%, 8.70%, 8.91 %, 9.68%, 8.64% and 8.40%, respectively.

On February 13, 2025, we entered into our $125 million 2025 UBS Credit Facility with UBS, which pays interest at a floating rate equal to the three-month SOFR plus a credit spread of 2.75 % per year.

We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.

27 unchanged sentences

Also, while the example assumes reinvestment of all distributions at NAV, participants in our distribution reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the distribution payment date, which may be at, above or below NAV.

Senior Securities

(dollar amounts in thousands)

Information about our senior securities (including preferred stock, debt securities and other indebtedness, if any) is shown in the following table as of the end of the last ten fiscal years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015.

The report of our independent registered public accounting firm, RSM US LLP, on the senior securities table as of December 31, 2024 is attached as Exhibit 99.1 to this Annual Report on Form 10-K.

Class and Year Total Amount Outstanding Exclusive of Treasury Securities(1) Asset Coverage Per Unit(2) Involuntary Liquidating Preference Per Unit(3) Average Market Value Per Unit(4)

JPM Credit Facility

Fiscal 2024 $ 325,000 $ 1,730 $ — N/A

Fiscal 2023 550,000 1,810 — N/A

Fiscal 2022 610,000 1,920 — N/A

Fiscal 2021 550,000 2,120 — N/A

Fiscal 2020 625,000 2,210 — N/A

Fiscal 2019 250,000 2,130 — N/A

Fiscal 2018 250,000 2,090 — N/A

Fiscal 2017 224,423 2,490 — N/A

Fiscal 2016 224,423 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Fiscal 2024 $ 100,000 $ 1,730 $ — N/A

Fiscal 2023 122,500 1,810 — N/A

Fiscal 2022 142,500 1,920 — N/A

Fiscal 2021 125,000 2,120 — N/A

Fiscal 2020 100,000 2,210 — N/A

Fiscal 2019 200,000 2,130 — N/A

Fiscal 2018 200,000 2,090 — N/A

Fiscal 2017 162,500 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Fiscal 2024 $ 172,500 $ 1,730 $ — $ 1,014

Fiscal 2023 — 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Class and Year Total Amount Outstanding Exclusive of Treasury Securities(1) Asset Coverage Per Unit(2) Involuntary Liquidating Preference Per Unit(3) Average Market Value Per Unit(4)

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Fiscal 2024 $ 125,000 $ 1,730 $ — N/A

Fiscal 2023 125,000 1,810 — N/A

Fiscal 2022 125,000 1,920 — N/A

Fiscal 2021 125,000 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

2021 Term Loan

Fiscal 2024 $ — $ 1,730 $ — N/A

Fiscal 2023 30,000 1,810 — N/A

Fiscal 2022 30,000 1,920 — N/A

Fiscal 2021 30,000 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

2022 Term Loan

Fiscal 2024 $ 50,000 $ 1,740 $ — N/A

Fiscal 2023 50,000 1,810 — N/A

Fiscal 2022 50,000 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Class and Year Total Amount Outstanding Exclusive of Treasury Securities(1) Asset Coverage Per Unit(2) Involuntary Liquidating Preference Per Unit(3) Average Market Value Per Unit(4)

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

2024 Term Loan

Fiscal 2024 $ 30,000 $ 1,730 $ — N/A

Fiscal 2023 — 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Series A Notes

Fiscal 2024 $ 114,844 $ 1,730 $ — N/A

Fiscal 2023 114,844 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

2027 Notes (Tranche A)

Fiscal 2024 $ 100,000 $ 1,730 $ — N/A

Fiscal 2023 100,000 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Class and Year Total Amount Outstanding Exclusive of Treasury Securities(1) Asset Coverage Per Unit(2) Involuntary Liquidating Preference Per Unit(3) Average Market Value Per Unit(4)

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

2027 Notes (Tranche B)

Fiscal 2024 $ 100,000 $ 1,730 $ — N/A

Fiscal 2023 — 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

MS Credit Facility

Fiscal 2024 $ — $ 1,730 $ — N/A

Fiscal 2023 — 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 112,500 2,130 — N/A

Fiscal 2018 150,000 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Citibank Credit Facility

Fiscal 2024 $ — $ 1,730 $ — N/A

Fiscal 2023 — 1,810 — N/A

Class and Year Total Amount Outstanding Exclusive of Treasury Securities(1) Asset Coverage Per Unit(2) Involuntary Liquidating Preference Per Unit(3) Average Market Value Per Unit(4)

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 278,542 2,130 — N/A

Fiscal 2018 298,542 2,090 — N/A

Fiscal 2017 324,542 2,490 — N/A

Fiscal 2016 — 3,040 — N/A

Fiscal 2015 — 2,840 — N/A

Citibank Total Return Swap

Fiscal 2024 $ — $ 1,730 $ — N/A

Fiscal 2023 — 1,810 — N/A

Fiscal 2022 — 1,920 — N/A

Fiscal 2021 — 2,120 — N/A

Fiscal 2020 — 2,210 — N/A

Fiscal 2019 — 2,130 — N/A

Fiscal 2018 — 2,090 — N/A

Fiscal 2017 — 2,490 — N/A

Fiscal 2016 488,936 3,040 — N/A

Fiscal 2015 491,708 2,840 — N/A

Total Senior Securities

Fiscal 2024 $ 1,117,344 $ 1,730 $ — N/A

Fiscal 2023 1,092,344 1,810 — N/A

Fiscal 2022 957,500 1,920 — N/A

Fiscal 2021 830,000 2,120 — N/A

Fiscal 2020 725,000 2,210 — N/A

Fiscal 2019 841,042 2,130 — N/A

Fiscal 2018 898,542 2,090 — N/A

Fiscal 2017 711,465 2,490 — N/A

Fiscal 2016 713,359 3,040 — N/A

Fiscal 2015 491,708 2,840 — N/A

(1) T otal amount of each class of senior securities outstanding at the end of the period presented.

(2) Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3) The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it.

The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4) Not applicable because such senior securities are not registered for public trading, except for with respect to our 2029 Notes that commenced trading on the NYSE under the ticker symbol “CICB” on October 9, 2024.

O ur Series A Notes are registered for public trading in Israel on the TASE under the ticker symbol “CION B1”, but are not registered for public trading in the U.S.

T he average market value per unit calculated for our 2029 Notes is based on the average daily prices of the 2029 Notes and is expressed in terms of dollar amounts per $1,000 of indebtedness.

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-K

Item 5. Market for Registrant’s Common Equity