What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-13 · 84 added, 49 removed, 686 unchanged (16% of the section changed)

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In addition, the term “portfolio companies” refers to companies in which we have invested, either directly or indirectly through our consolidated subsidiaries.

Moreover, the terms:

• “2031 Notes” refers to our 7.50% senior unsecured notes due in 2031;

• “7.50% 2029 Notes” refers to our 7.50% senior unsecured notes due in 2029;

• “7.70% 2029 Notes” refers to our 7.70% senior unsecured notes due in 2029;

• “7.41% 2027 Notes” refers to our 7.41% senior unsecured notes due in 2027;

• “2022 Term Loan” refers to our unsecured term loan with a certain Israeli institutional investor;

• “2024 Term Loan” refers to our unsecured term loan with a certain Israeli institutional investor;

• “Floating Rate 2027 Notes” refers to our floating rate senior unsecured notes due in 2027, which notes were issued in two tranches;

• “JPM Credit Facility” refers to our senior secured credit facility with JPMorgan Chase Bank, National Association, or JPM;

• “Series A Notes” refers to our series A unsecured notes due 2026;

• “UBS Credit Facility” refers to our senior secured credit facility with UBS AG, or UBS.

We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

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(2) 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.

(3) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

(3) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and does not consider the cost of leverage.

Our Common Stock and Exchange Listings

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As of December 31, 2025, 18,848,738 shares of common stock repurchased had been retired.

For a complete description of our pre-Listing and post-Listing distribution reinvestment plans and pre-Listing and post-Listing share repurchase programs, refer to "Item 5.

For a complete description of our distribution reinvestment plan and share repurchase program, refer to "Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this report.

On February 26, 2023, our shares of common stock and our 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, our 7.50% Notes due 2029 listed and commenced trading on the NYSE under the ticker symbol “CICB”.

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

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

As of December 31, 2024, we had not issued any such shares.

On October 9, 2024, our 7.50% 2029 Notes listed and commenced trading on the NYSE under the ticker symbol “CICB” and on February 12, 2026, our 2031 Notes listed and commenced trading on the NYSE under the ticker symbol "CICC".

For a detailed discussion of our Series A Notes, our 7.50% 2029 Notes and our 2031 Notes, refer to Note 8 to our consolidated financial statements included in this report.

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

Through the expiration of such shareholder approval on August 27, 2025, we did not issue any such shares.

Business - Regulation" below.

Distributions

In January 2013, we began authorizing monthly distributions to our shareholders.

From February 1, 2014 through July 17, 2017, our board of directors authorized and declared on a monthly basis a weekly distribution amount per share of our common stock.

On July 18, 2017, our board of directors authorized and declared on a quarterly basis a weekly distribution amount per share of our common stock.

Effective September 28, 2017, our board of directors delegated to management the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which are ratified by our board of directors, each on a quarterly basis.

Beginning on March 19, 2020, we changed the timing of declaring distributions from quarterly to monthly and temporarily suspended the payment of distributions to shareholders commencing with the month ended April 30, 2020.

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 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.

On November 3, 2025, we changed the timing of paying base distributions to shareholders from quarterly to monthly commencing in January 2026.

Monthly base distributions will be declared quarterly in advance.

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

Our management declared and our board of directors ratified distributions for 4 and 6 record dates during the years ended December 31, 2025 and 2024, respectively.

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March 31, 2024 (one record date)

June 30, 2022 (one record date) 0.28 15,949

$ 0.34 $ 18,279

June 30, 2024 (two record dates)

September 30, 2024 (one record date)

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Total distributions for the year ended December 31, 2024

$ 1.52 $ 81,308

March 31, 2025 (one record date) $ 0.36 $ 19,149

June 30, 2025 (one record date) 0.36 18,934

September 30, 2023 (two record dates) 0.39 21,276

December 31, 2023 (three record dates) 0.54 29,290

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, 2025 (one record date) 0.36 18,726

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

December 31, 2025 (one record date) 0.36 18,552

Total distributions for the year ended December 31, 2025

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.

$ 1.44 $ 75,361

On January 6, 2026, our co-chief executive officers declared base distributions of $0.10 per share for each of January, February, and March 2026, which were paid or will be payable to shareholders as follows:

Declaration Date Record Date Payment Date Amount Per Share

January 6, 2026 January 16, 2026 January 30, 2026 $ 0.10

January 6, 2026 February 13, 2026 February 27, 2026 $ 0.10

January 6, 2026 March 13, 2026 March 27, 2026 $ 0.10

On March 9, 2026, our co-chief executive officers declared base distributions of $0.10 per share for each of April, May and June 2026, which will be payable to shareholders as follows:

Declaration Date Record Date Payment Date Amount Per Share

March 9, 2026 April 10, 2026 April 24, 2026 $ 0.10

March 9, 2026 May 15, 2026 May 29, 2026 $ 0.10

March 9, 2026 June 12, 2026 June 26, 2026 $ 0.10

We intend to pay 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 base distributions on a quarterly basis.

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

However, there can be no assurances that we will maintain positive investment performance in future periods in order to sustain our distributions or be able to pay distributions at all.

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We believe that CION Investments is a leading manager of alternative investment solutions that focuses on alternative credit strategies for individual investors.

CION Investments is headquartered in New York, with offices in Los Angeles.

CION Investments is headquartered in New York, with an office in Los Angeles.

Mark Gatto and Michael A.

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Franz, Gregg A.

Bresner, Stephen Roman, Eric A.

Pinero and Charlie Arestia, form the senior management team of CIM.

Bresner, Stephen Roman and Eric A.

Pinero, form the senior management team of CIM.

Gatto and Reisner have significant managerial and investing experience and serve as our co-chairmen and co-chief executive officers.

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• The middle-market is a large addressable market that continues to grow .

Approximately 80% of U.S.

A majority of U.S.

middle-market companies reported that overall company performance has improved year-over-year, with the U.S.

middle-market continuing to experience double-digit year-over-year revenue and employment growth.

middle-market continuing to experience double-digit year-over-year revenue growth and experiencing single-digit year-over-year employment growth.

According to the National Center for the Middle Market Year-End 2025 Middle Market Indicator, there are approximately 200,000 U.S.

middle-market companies employing approximately 48 million people.

Approximately 63% of middle market companies have increased their workforce by an average of 10.3%, with a majority of such companies projecting a similar growth pace in 2025.

Approximately 56% of middle market companies have increased their workforce by an average of 7.8%, with a majority of such companies projecting an increased growth pace in 2025.

In addition, the U.S.

middle-market accounts for approximately one-third of private sector gross domestic product, or GDP, which, measured on a global scale, would be the fifth largest global economy.

middle-market accounts for approximately one-third of private sector gross domestic product, or GDP.

Collectively, the U.S.

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Developing the many relationships and wide-spread recognition required to become a source of capital to the middle market is a time consuming, highly resource-intensive endeavor.

As a result, we believe that it is difficult for new lending platforms to successfully enter the middle market, thereby providing insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital.

As a result, we believe that it is difficult for new lending platforms to successfully enter the middle market, thereby providing some insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital.

• There is a large pool of uninvested private equity capital likely to seek additional senior debt capital to finance strategic transactions.

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We also expect that private equity firms will continue to pursue acquisitions and will seek to leverage their equity investments with debt financing, including senior debt, unitranche debt, and mezzanine loans provided by companies such as ours.

According to Pitchbook’s Q3 2024 US PE Middle Market Report, middle-market dealmaking maintained strong momentum throughout 2024, reaching $352.3 billion in deal value by Q3 2024, which ranked as the third-highest total for middle-market buyouts.

According to Pitchbook’s Q3 2025 US PE Middle Market Report, U.S.

middle-market dealmaking value reached $106.7 billion across 897 deals in Q3 2025, the highest quarterly deal value since early 2022.

Also, adding to the imbalance in the availability of credit is the significant amount of unallocated private equity capital raised since 2015 described above, much of which will require debt financing in the coming years.

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In addition, as compared to larger companies, middle-market companies often have simpler capital structures and carry less leverage, thus aiding the structuring and negotiation process and allowing us greater flexibility in structuring favorable transactions.

* Through 11/14/2025

1 Excludes all facilities in default.

Pitchbook LCD and Morningstar LSTA US Leveraged Loan Index.

* Through 11/21/2025

2 Excludes all facilities in default.

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As of December 31, 2025, we held $36,037 and ET-BC held $2,965 of the CION/EagleTree Notes.

On March 4, 2026, CION/EagleTree extended the maturity date of the senior secured notes from December 21, 2026 to December 21, 2027.

The obligations of CION/EagleTree under the CION/EagleTree Notes are non-recourse to us.

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Investments for which market quotations are readily available are recorded at such market quotations.

With respect to investments for which market quotations are not readily available, our board of directors determines the fair value of investments, including through delegation to CIM as our valuation designee, in good faith utilizing the input of our audit committee, CIM, and any other professionals or materials that our board of directors deems worthy and relevant, including independent third-party valuation firms, if applicable.

With respect to investments for which market quotations are not readily available, CIM determines the fair value of investments, as our valuation designee, subject to the oversight of our board of directors, in good faith utilizing the input of our audit committee and any other professionals or materials that CIM or our board of directors deems worthy and relevant, including independent third-party valuation firms, if applicable.

Managerial Assistance .

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To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of CIM.

Our (i) $406.2 million senior secured credit facility, or the JPM Credit Facility, with JPMorgan Chase Bank, National Association, or JPM, (ii) $125 million senior secured credit facility, or the 2025 UBS Credit Facility, with UBS AG, London Branch, or UBS, (iii) $125 million senior unsecured notes due in 2026, or the 2026 Notes, (iv) $200 million senior unsecured notes due in 2027, or the 2027 Notes, (v) $30 million unsecured term loan, or the 2024 Term Loan, with an Israeli institutional investor, (vi) $50 million unsecured term loan, or the 2022 Term Loan, with an Israeli institutional investor, (vii) approximately $114.8 million in Series A unsecured notes due in 2026, or the Series A Notes, and (viii) $172.5 million unsecured notes due in 2029, or the 2029 Notes, allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield.

Our (i) $375 million senior secured JPM Credit Facility with JPM, (ii) $125 million senior secured UBS Credit Facility with UBS, (iii) $200 million unsecured Floating Rate 2027 Notes, (iv) $30 million unsecured 2024 Term Loan, (v) $50 million unsecured 2022 Term Loan, (vi) approximately $114.8 million of unsecured Series A Notes, (vii) $172.5 million of 7.50% 2029 Notes, (viii) $47.5 million of unsecured 7.41% 2027 Notes, (ix) $125.0 million of unsecured 7.70% 2029 Notes, and (x) $135 million of unsecured 2031 Notes, allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield.

This is known as “leverage” and could increase or decrease returns to our shareholders.

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The valuation is made pursuant to Section 2(a)(41) of the 1940 Act, which requires that we value our assets as follows:

(i) the market price for those securities for which a market quotation is readily available, and (ii) for all other securities and assets, at fair value, as determined in good faith by our board of directors.

As a BDC, Section 2(a)(41) of the 1940 Act requires the board of directors to determine in good faith the fair value of portfolio securities for which a market price is not readily available, and it does so in conjunction with the application of our valuation procedures by CIM.

In accordance with Rule 2a-5 of the 1940 Act, our board of directors has designated CIM as our “valuation designee.” Our board of directors and the audit committee of our board of directors, which is comprised solely of our independent directors, oversees the activities, methodology and processes of the valuation designee.

As a BDC, Section 2(a)(41) of the 1940 Act requires the board of directors to determine in good faith the fair value of portfolio securities for which a market price is not readily available.

In accordance with Rule 2a-5 of the 1940 Act, our board of directors has designated CIM as our valuation designee to determine in good faith the fair value of such portfolio securities in conjunction with the application of our valuation procedures.

Our board of directors and the audit committee of our board of directors, which is comprised solely of our independent directors, oversees the activities, methodology and processes of the valuation designee.

There is no single standard for determining fair value in good faith.

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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 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.

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments.

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Compliance with Exchange Listing Requirements

Our common stock and our 2029 Notes are listed on the NYSE under the symbol “CION” and "CICB", respectively.

Our common stock, our 7.50% 2029 Notes and our 2031 Notes are listed on the NYSE under the symbol “CION”, "CICB" and “CICC”, respectively.

As a listed company on the NYSE, we are subject to various listing standards including corporate governance listing standards.

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Recent Developments

2025 UBS Credit Facility

On February 13, 2025, Murray Hill Funding II, LLC, or 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, US Bank Trust Company National Association, as trustee, collateral administrator and revolving note agent, and US Bank National Association, as account bank, or together, US 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 a Loan and Security Agreement, or 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

Monthly Base Distributions for Q1 2026

Declaration Date Record Date Payment Date Amount Per Share

January 6, 2026 January 16, 2026 January 30, 2026 $ 0.10

January 6, 2026 February 13, 2026 February 27, 2026 $ 0.10

January 6, 2026 March 13, 2026 March 27, 2026 $ 0.10

Monthly Base Distributions for Q2 2026

On March 9, 2026, our co-chief executive officers declared base distributio ns of $0.10 p er share for each of April, May, and June 2026, which will be payable to shareholders as follows:

Declaration Date Record Date Payment Date Amount Per Share

March 9, 2026 April 10, 2026 April 24, 2026 $ 0.10

March 9, 2026 May 15, 2026 May 29, 2026 $ 0.10

March 9, 2026 June 12, 2026 June 26, 2026 $ 0.10

On February 9, 2026, we issued and sold $135,000 in aggregate principal amount of our 2031 Notes, which includes $10,000 in aggregate principal amount of our 2031 Notes issued and sold pursuant to the exercise in full of the underwriters’ option to purchase additional 2031 Notes to cover overallotments.

Our 2031 Notes were issued pursuant to an Indenture, or the Base Indenture, and a Second Supplemental Indenture, or the Second Supplemental Indenture, and, together with the Base Indenture, the Indenture, between us and U.S.

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

Our 2031 Notes began trading on the NYSE under the ticker symbol “CICC” on February 12, 2026.

The 2031 Notes will mature on March 31, 2031, unless previously redeemed or repurchased in accordance with their terms.

The interest rate of our 2031 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, which will commence on March 30, 2026.

Our 2031 Notes are our direct unsecured obligations and rank pari passu with our existing and future unsecured, unsubordinated indebtedness;

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

senior to any of our future indebtedness that expressly provides it is subordinated to our 2031 Notes;

effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant 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 our existing or future subsidiaries.

The 2031 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after March 31, 2028, 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 2031 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 us to comply with the asset coverage ratio requirements set forth in the 1940 Act, but giving effect to any exemptive relief granted to us by the SEC, and certain other exceptions, and to provide financial information to the holders of our 2031 Notes and the Trustee if we should no longer be subject to the reporting requirements under the Exchange Act.

The 2031 Notes were offered and sold in an offering registered under the Securities Act pursuant to our shelf registration statement on Form N-2 (Registration No.

333-278658) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated February 2, 2026 and a final prospectus supplement dated February 2, 2026.

Available Information

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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 1. Business