What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-13 compared with 2024-03-14 · 91 added, 83 removed, 368 unchanged (32% of the section changed)

3 unchanged sentences

Amounts and percentages presented herein may have been rounded for presentation and all dollar amounts, excluding share and per share amounts, are presented in thousands unless otherwise noted.

In addition, all share and per share amounts for 2021 have been retroactively adjusted to reflect the Reverse Stock Split, which became effective on September 21, 2021.

We were incorporated under the general corporation laws of the State of Maryland on August 9, 2011 and commenced operations on December 17, 2012 upon raising proceeds of $2,500 from persons not affiliated with us, CIM or its affiliates.

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We may also purchase equity interests in the form of common or preferred stock in our target companies, either in conjunction with one of our debt investments or through a co-investment with a financial sponsor.

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

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

The Listing accomplished our goal of providing our shareholders with greatly enhanced liquidity.

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

On October 9, 2024, our 2029 Notes listed and commenced trading on the NYSE under the ticker symbol "CICB".

We are managed by CIM, our affiliate and a registered investment adviser.

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Upon the occurrence of the Listing on October 5, 2021, we and CIM entered into the second amended and restated investment advisory agreement in order to implement the changes to the advisory fees payable from us to CIM that (i) reduced the annual base management fee, (ii) amended the structure of the subordinated incentive fee on income payable from us to CIM and reduced the hurdle and incentive fee rates, and (iii) reduced the incentive fee on capital gains payable from us to CIM (as described in further detail in Notes 2 and 4 to our consolidated financial statements included in this report).

On September 21, 2021, we effected a two to one reverse split of our shares of common stock under which every two shares of our common stock 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.

The reverse stock split did not modify the rights or preferences of our common stock.

We seek to meet our investment objective by utilizing the experienced management team of CIM, which includes its access to the relationships and human capital of its affiliates in sourcing, evaluating and structuring transactions, as well as monitoring and servicing our investments.

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Recent Developments

Q1 2024 Regular Distribution

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.

2025 UBS Credit Facility

On February 13, 2025, Murray Hill Funding II, our wholly owned, special purpose financing subsidiary, entered into a Termination Agreement with UBS, as lender, Murray Hill Funding, LLC, CIM, as collateral manager, and US Bank, as trustee, collateral administrator, revolving note agent and account bank, under which the parties agreed to terminate the existing senior secured repurchase facility with UBS, including, without limitation, the Global Master Repurchase Agreement (2000 version) dated as of May 15, 2017, as well as the annexes thereto and each confirmation and transaction supplement thereunder, the Second Amended and Restated Indenture dated as of December 17, 2020, and the Class A-1 Notes and the Class A-R Notes previously purchased by UBS from Murray Hill Funding II under such agreements.

Simultaneously with terminating the senior secured repurchase facility, Murray Hill Funding II, as borrower, entered into the 2025 UBS Credit Facility with UBS, as administrative agent, Murray Hill Funding, LLC, as equity holder, CIM, as collateral manager, each of the lenders from time-to-time party thereto, and US Bank, as collateral agent and document custodian.

Under the 2025 UBS Credit Facility, the floating interest rate payable by Murray Hill Funding II on all advances of up to $125,000 was reduced by 0.45% per year, from the three-month SOFR plus a credit spread of 3.20% per year to SOFR plus a credit spread of 2.75% per year.

All outstanding advances must be repaid by Murray Hill Funding II on or prior to the maturity date of February 13, 2028.

Murray Hill Funding II may prepay advances pursuant to the terms and conditions of the 2025 UBS Credit Facility, subject to a 2.0% premium in certain circumstances.

In addition, Murray Hill Funding II will be subject to a non-usage fee of 0.75% per year on the amount, if any, of the aggregate principal amount available under the 2025 UBS Credit Facility that has not been borrowed up to the minimum utilization amount of $100,000.

Q1 2025 Base Distribution

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.

Portfolio Investment Activity for the Years Ended December 31, 2024 and 2023

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Senior secured first lien debt $ 439,038 $ 340,704

Senior secured second lien debt — 19,932

Collateralized securities and structured products - debt 2,002 —

Unsecured debt 1,096 4,200

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Healthcare & Pharmaceuticals 199,733 11.0 % 238,624 13.0 %

Diversified & Production 135,037 7.3 % 134,927 7.7 %

Retail 160,093 8.8 % 135,000 7.3 %

Advertising, Printing & Publishing 116,100 6.3 % 105,375 6.0 %

Consumer 107,195 5.8 % 115,849 6.6 %

Diversified & Production 129,210 7.1 % 135,037 7.3 %

Oil & Gas 116,393 6.4 % 104,893 5.7 %

Construction & Building 104,727 5.7 % 46,007 2.6 %

Diversified Financials 85,733 4.7 % 99,819 5.7 %

Chemicals, Plastics & Rubber 82,597 4.5 % 66,753 3.8 %

Consumer 111,832 6.2 % 107,195 5.8 %

Advertising, Printing & Publishing 104,622 5.7 % 116,100 6.3 %

Beverage, Food & Tobacco 100,612 5.5 % 68,780 3.7 %

Construction & Building 99,383 5.5 % 104,727 5.7 %

Consumer Goods:

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Banking, Finance, Insurance & Real Estate 64,422 3.5 % 52,272 2.8 %

Hotel, Gaming & Leisure 50,906 2.8 % 46,739 2.7 %

Diversified Financials 56,822 3.1 % 85,733 4.7 %

Capital Equipment 52,349 2.9 % 49,571 2.7 %

Hotel, Gaming & Leisure 49,823 2.7 % 50,906 2.8 %

High Tech Industries 37,665 2.1 % 22,671 1.2 %

Consumer Goods:

Non-Durable 35,210 1.9 % 42,381 2.3 %

High Tech Industries 22,671 1.2 % 56,501 3.2 %

Containers, Packaging & Glass 18,480 1.0 % 19,551 1.1 %

Telecommunications 17,768 1.0 % 18,302 1.1 %

Automotive 31,104 1.7 % 12,403 0.7 %

Environmental Industries 27,344 1.5 % 15,336 0.8 %

Containers, Packaging & Glass 18,687 1.0 % 18,480 1.0 %

Aerospace & Defense 13,825 0.8 % 12,000 0.6 %

Metals & Mining 13,094 0.7 % 13,957 0.8 %

Automotive 12,403 0.7 % 16,255 0.9 %

Transportation:

Cargo 10,465 0.6 % 12,201 0.7 %

Aerospace & Defense 12,000 0.6 % 38,842 2.2 %

Telecommunications 5,222 0.3 % 17,768 1.0 %

Chemicals, Plastics & Rubber 32 — 82,597 4.5 %

Subtotal/total percentage 1,819,870 100.0 % 1,840,824 100.0 %

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In addition, changes in the rating of investments may be made to reflect our expectation of performance and changes in investment values.

Current Investment Portfolio

Current Investment Portfolio (Unaudited)

The following table summarizes the composition of our investment portfolio at fair value as of March 5, 2025:

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Net realized loss on investments and foreign currency (28,313) (31,927)

Net change in unrealized appreciation (depreciation) on investments 22,219 (5,314)

Net change in unrealized (depreciation) appreciation on investments (33,645) 22,219

Net increase in net assets resulting from operations $ 33,902 $ 95,314

1 unchanged sentence

For the years ended December 31, 2024 and 2023, we generated investment income of $252,432 and $251,010, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 113 and 113 portfolio companies held during each respective period.

Higher LIBOR and SOFR rates during the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily contributed to the increase in interest income generated on our investments.

In addition, certain of our equity investments paid large dividends during the year ended December 31, 2023, increasing dividend income to $8,406 from $1,457 during the year ended December 31, 2022.

The increase in total investment income was primarily driven by an increase in transaction fees on investments received during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Operating Expenses and Income Taxes

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Interest expense 96,870 85,556

Income tax (benefit) expense, including excise tax (54) 372

Income tax expense (benefit), including excise tax 107 (54)

Total operating expenses and income taxes $ 156,572 $ 145,988

The increase in interest expense was primarily the result of (a) higher LIBOR and SOFR rates during the year ended December 31, 2023 compared to the year ended December 31, 2022, and (b) higher average borrowings under our financing arrangements during the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase in subordinated incentive fee on income was primarily the result of the increase in investment income during the year ended December 31, 2023 compared to the year ended December 31, 2022, which was partially offset by the increase in interest expense during the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase in interest expense was primarily the result of higher average borrowings under our financing arrangements during the year ended December 31, 2024 compared to the year ended December 31, 2023, partially offset by lower SOFR rates during the year ended December 31, 2024 compared to the year ended December 31, 2023.

The composition of our general and administrative expenses for the years ended December 31, 2024 and 2023 was as follows:

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Professional fees $ 2,348 $ 2,178

Transfer agent expense 911 1,124

Valuation expense 853 821

Dues and subscriptions 1,001 800

Director fees and expenses 696 632

Valuation expense 751 853

Insurance expense 721 675

Director fees and expenses 696 696

Accounting and administrative costs 639 637

Transfer agent expense 488 911

Printing and marketing expense 308 351

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Our net investment income after taxes totaled $95,860 and $105,022 for the years ended December 31, 2024 and 2023, respectively.

The increase in net investment income was a result of an increase in our investment income during the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was partially offset by an increase in our operating expenses during the same period, which was driven primarily by increases in interest expense and the subordinated incentive fee on income.

The decrease in net investment income was primarily the result of an increase in our interest expense during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Net Realized Loss on Investments and Foreign Currency

Our net realized loss on investments and foreign currency totaled $(28,313) and $(31,927) for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, net realized losses were driven primarily by the restructure of certain investments while net realized losses during the year ended December 31, 2022 were driven primarily by the write-off of certain investments.

Net Change in Unrealized Appreciation (Depreciation) on Investments

The net change in unrealized appreciation (depreciation) on our investments totaled $22,219 and $(5,314) for the years ended December 31, 2023 and 2022, respectively.

This change was driven primarily by mark-to-market price changes on certain investments during the year ended December 31, 2023.

During the year ended December 31, 2022, unrealized depreciation was driven primarily by the underperformance of certain investments, which was partially offset by the realization of previously unrealized losses due to the write-off of certain investments.

Net realized losses during the year ended December 31, 2024 were primarily from realized losses on the restructure and write-off of certain investments.

Net realized losses during the year ended December 31, 2023 were primarily from realized losses on the restructure of certain investments.

Net Change in Unrealized (Depreciation) Appreciation on Investments

The net change in unrealized (depreciation) appreciation on our investments totaled $(33,645) and $22,219 for the years ended December 31, 2024 and 2023, respectively.

This change was driven primarily by mark-to-market price changes on certain investments during the year ended December 31, 2024, which were partially offset by realized losses on the restructure and write-off of certain investments.

During the year ended December 31, 2023, the net change in unrealized (depreciation) appreciation on investments was driven primarily by mark-to-market price changes on certain investments.

Net Increase in Net Assets Resulting from Operations

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Net investment income after taxes 105,022 88,205

Net realized (loss) gain on investments and foreign currency (32,750) 840

Net change in unrealized (depreciation) appreciation on investments (5,314) 43,617

Net realized loss on investments and foreign currency (31,927) (32,750)

Net change in unrealized appreciation (depreciation) on investments 22,219 (5,314)

Net increase in net assets resulting from operations $ 95,314 $ 50,141

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For the years ended December 31, 2023 and 2022, we generated investment income of $251,010 and $194,898, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 113 and 128 portfolio companies held during each respective period.

Our average investment portfolio size, excluding our short term investments, increased $126,694, from $1,580,948 during the year ended December 31, 2021 to $1,707,642 during the year ended December 31, 2022.

In addition, higher LIBOR and SOFR rates during the year ended December 31, 2022 compared to the year ended December 31, 2021 also contributed to the increase in interest income generated on our investments.

Higher LIBOR and SOFR rates during the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily contributed to the increase in interest income generated on our investments.

In addition, certain of our equity investments paid large dividends during the year ended December 31, 2023, increasing dividend income to $8,406 from $1,457 during the year ended December 31, 2022.

Operating Expenses and Income Taxes

6 unchanged sentences

Interest expense 85,556 49,624

Income tax expense, including excise tax 372 342

Income tax (benefit) expense, including excise tax (54) 372

Total operating expenses and income taxes $ 145,988 $ 106,693

The increase in interest expense was primarily the result of (a) higher average borrowings under our financing arrangements during the year ended December 31, 2022 compared to the year ended December 31, 2021, and (b) higher LIBOR and SOFR rates during the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase in subordinated incentive fee on income was primarily the result of entering into (i) the amended and restated investment advisory agreement in August 2021, which changed the calculation of the subordinated incentive fee to express the hurdle rate required for CIM to earn, and be paid, the incentive fee as a percentage of our net assets rather than adjusted capital, and (ii) the second amended and restated investment advisory agreement in October 2021, which reduced the hurdle rate applicable to the subordinated incentive fee.

The decrease in management fees was also primarily due to entering into the second amended and restated investment advisory agreement in October 2021, which among other things, reduced the annual rate from 2.0% to 1.5%, and further to 1.0% of our average gross assets purchased with leverage resulting in our asset coverage ratio dropping below 200%.

The composition of our general and administrative expenses for the years ended December 31, 2023 and 2022 was as follows:

2 unchanged sentences

Transfer agent expense 911 1,124

Insurance expense 833 612

Valuation expense 853 821

Dues and subscriptions 800 791

Printing and marketing expense 708 990

Director fees and expenses 696 632

Insurance expense 675 833

Accounting and administrative costs 637 524

Printing and marketing expense 351 708

Other expenses 281 67

Total general and administrative expense $ 7,382 $ 7,278

The decrease in general and administrative expenses was primarily the result of higher nonrecurring professional fees incurred during the year ended December 31, 2021 associated with the Listing.

Net Investment Income After Taxes

Our net investment income after taxes totaled $105,022 and $88,205 for the years ended December 31, 2023 and 2022, respectively.

The increase in net investment income was a result of an increase in our investment income during the year ended December 31, 2022 as compared to the year ended December 31, 2021, which was partially offset by an increase in our operating expenses during the same period that was driven primarily by increases in the subordinated incentive fee on income and interest expense.

Net Realized (Loss) Gain on Investments and Foreign Currency

Our net realized (loss) gain on investments and foreign currency totaled $(32,750) and $840 for the years ended December 31, 2022 and 2021, respectively.

This change was driven primarily by the write-off of certain investments during the year ended December 31, 2022 as compared to fewer investment write-offs during the year ended December 31, 2021.

Net Change in Unrealized (Depreciation) Appreciation on Investments

The net change in unrealized (depreciation) appreciation on our investments totaled $(5,314) and $43,617 for the years ended December 31, 2022 and 2021, respectively.

This change was driven primarily by the underperformance of certain investments during the year ended December 31, 2022, which was partially offset by the realization of previously unrealized losses due to the write-off of certain investments.

In contrast, during the year ended December 31, 2021, tightening credit spreads and increased multiples in equity markets positively impacted the fair value of certain of our investments.

Net Realized Loss on Investments and Foreign Currency

Our net realized loss on investments and foreign currency totaled $(31,927) and $(32,750) for the years ended December 31, 2023 and 2022, respectively.

Net Change in Unrealized Appreciation (Depreciation) on Investments

The net change in unrealized appreciation (depreciation) on our investments totaled $22,219 and $(5,314) for the years ended December 31, 2023 and 2022, respectively.

This change was driven primarily by mark-to-market price changes on certain investments during the year ended December 31, 2023.

Net Increase in Net Assets Resulting from Operations

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We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage and liquidity requirements.

On September 15, 2023, our shareholders authorized us to issue shares of our common stock at prices below the then current NAV per share in one or more offerings for a 12-month period following such shareholder approval.

As of the date of this report, we are not engaged in discussions to issue any such shares.

On August 27, 2024, our shareholders authorized us to issue shares of our common stock at prices below the then current NAV per share in one or more offerings for a 12-month period following such shareholder approval.

As of the date of this report, we are not engaged in discussions and do not otherwise intend to issue any such shares.

As of December 31, 2024, we had cash of $7,670 and short term investments of $68,818 invested in a fund that primarily invests in U.S.

government securities.

Cash and short term investments as of December 31, 2023, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term.

Cash and short term investments as of December 31, 2024, taken together with amounts available to us for borrowing under our secured financing arrangements, is expected to be sufficient for our investing and financing activities and to conduct our operations in the near term.

As of December 31, 2024, we had $131 million available under our secured financing arrangements.

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We intend to make distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.

Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare, and pay regular distributions on a quarterly basis.

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

Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare, and pay base distributions on a quarterly basis.

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

The following table presents distributions per share that were declared during the years ended December 31, 2024, 2023 and 2022:

1 unchanged sentence

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

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

(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 in this report.

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

For an additional discussion of our RIC status and distributions, refer to Note 2 and Note 5, respectively, of our consolidated financial statements included in this report.

JPM Credit Facility

As of December 31, 2023 and March 6, 2024, our aggregate outstanding borrowings under the JPM Credit Facility were $550,000 and the aggregate unfunded principal amount in connection with the JPM Credit Facility was $125,000.

As of December 31, 2024 and March 5, 2025, our aggregate outstanding borrowings under the JPM Credit Facility were $325,000 and $345,000, respectively, and the aggregate unfunded principal amount in connection with the JPM Credit Facility was $81,250 and $61,250, respectively.

For a detailed discussion of our JPM Credit Facility, refer to Note 8 to our consolidated financial statements included in this report.

As of December 31, 2023 and March 6, 2024, our outstanding borrowings under the Amended UBS Facility were $122,500 and the aggregate unfunded principal amount in connection with the Amended UBS Facility was $27,500.

For a detailed discussion of our Amended UBS Facility, refer to Note 8 to our consolidated financial statements included in this report.

As of December 31, 2024, our outstanding borrowings under the Amended UBS Facility were $100,000 and the aggregate unfunded principal amount in connection with the Amended UBS Facility was $50,000.

The Amended UBS Facility was terminated on February 13, 2025 simultaneously upon Murray Hill Funding II's entry into the 2025 UBS Credit Facility with UBS.

As of March 5, 2025, our outstanding borrowings under the 2025 UBS Credit Facility were $100,000 and the aggregate unfunded principal amount in connection with the 2025 UBS Credit Facility was $25,000.

For a detailed discussion of our Amended UBS Facility, its termination and simultaneous entry into the 2025 UBS Credit Facility, refer to Note 8 and Note 16 to our consolidated financial statements included in this report.

As of December 31, 2024 and March 5, 2025, we had $125,000 in aggregate principal amount of 2026 Notes outstanding and there was no unfunded principal amount in connection with the 2026 Notes.

For a detailed discussion of our 2026 Notes, refer to Note 8 to our consolidated financial statements included in this report.

2021 More Term Loan

As of December 31, 2023 and March 6, 2024, our outstanding borrowings under the 2021 More Term Loan were $30,000 and there was no unfunded principal amount in connection with the 2021 More Term Loan.

For a detailed discussion of our 2021 More Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

2022 More Term Loan

As of December 31, 2023 and March 6, 2024, our outstanding borrowings under the 2022 More Term Loan were $50,000 and there was no unfunded principal amount in connection with the 2022 More Term Loan.

For a detailed discussion of our 2022 More Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

2022 Term Loan

As of December 31, 2024 and March 5, 2025, our outstanding borrowings under the 2022 Term Loan were $50,000 and there was no unfunded principal amount in connection with the 2022 Term Loan.

For a detailed discussion of our 2022 Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

2024 Term Loan

As of December 31, 2024 and March 5, 2025, our outstanding borrowings under the 2024 Term Loan were $30,000 and there was no unfunded principal amount in connection with the 2024 Term Loan.

For a detailed discussion of our 2024 Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

Series A Notes

3 unchanged sentences

For a detailed discussion of our 2027 Notes, refer to Note 8 to our consolidated financial statements included in this report.

As of December 31, 2024 and March 5, 2025, we had $172,500 in aggregate principal amount of 2029 Notes outstanding and there was no unfunded principal amount in connection with the 2029 Notes.

For a detailed discussion of our 2029 Notes, refer to Note 8 to our consolidated financial statements included in this report.

Unfunded Commitments

42 unchanged sentences

Contractual Obligations

On August 26, 2016, 34th Street entered into the JPM Credit Facility with JPM, as amended and restated on September 30, 2016, July 11, 2017, November 28, 2017, May 23, 2018, May 15, 2020, February 26, 2021, March 28, 2022 and May 15, 2023.

On August 26, 2016, 34th Street entered into the JPM Credit Facility with JPM, as amended on September 30, 2016, July 11, 2017, November 28, 2017, May 23, 2018, May 15, 2020, February 26, 2021, March 28, 2022, May 15, 2023, May 14, 2024, June 17, 2024 and July 15, 2024.

See Note 8 to our consolidated financial statements for a more detailed description of the JPM Credit Facility.

On May 19, 2017, Murray Hill Funding II entered into the UBS Facility with UBS, as amended on December 1, 2017, May 19, 2020, November 12, 2020, December 17, 2020 and June 14, 2023.

See Note 8 to our consolidated financial statements for a more detailed description of the UBS Facility.

The UBS Facility was terminated on February 13, 2025 simultaneously upon Murray Hill Funding II's entry into the 2025 UBS Credit Facility with UBS.

See Note 8 and Note 16 to our consolidated financial statements for a more detailed description of the UBS Facility, its termination and the 2025 UBS Credit Facility.

On February 11, 2021, we entered into the 2026 Note Purchase Agreement with purchasers of the 2026 Notes.

See Note 8 to our consolidated financial statements for a more detailed description of the 2026 Notes.

On April 14, 2021, we entered into the 2021 More Term Loan with More.

See Note 8 to our consolidated financial statements for a more detailed description of the 2021 More Term Loan.

On April 27, 2022, we entered into the 2022 More Term Loan with More.

See Note 8 to our consolidated financial statements for a more detailed description of the 2022 More Term Loan.

On April 27, 2022, we entered into the 2022 Term Loan with an Israeli institutional investor.

See Note 8 to our consolidated financial statements for a more detailed description of the 2022 Term Loan.

On February 28, 2023, we entered into a Deed of Trust with Mishmeret Trust Company Ltd., as trustee, pursuant to which we issued our Series A Notes.

See Note 8 to our consolidated financial statements for a more detailed description of the Deed of Trust and the Series A Notes.

On November 8, 2023, we entered into the 2027 Note Purchase Agreement with purchasers of the 2027 Notes.

On November 8, 2023, we entered into the 2027 Note Purchase Agreement with purchasers of the 2027 Notes (Tranche A) and on September 18, 2024, we entered into the AR Note Purchase Agreement with purchasers of the 2027 Notes (Tranche B).

See Note 8 to our consolidated financial statements for a more detailed description of the 2027 Notes.

On September 30, 2024, we entered into the 2024 Term Loan with an Israeli institutional investor.

See Note 8 to our consolidated financial statements for a more detailed description of the 2024 Term Loan.

On October 3, 2024, we issued and sold our 2029 Notes under the Indenture pursuant to a U.S.

public offering.

See Note 8 to our consolidated financial statements for a more detailed description of the 2029 Notes.

Commitments and Contingencies

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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 7. Management’s Discussion and Analysis