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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 54 added, 73 removed, 676 unchanged (16% of the section changed)

32 unchanged sentences

Directors a nd Executive Officers

Certain information pertaining to our board of directors, or the Board, and executive officers as of the date of this report is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, and certain directorships that each person held during the last five years.

Certain information pertaining to our board of directors, or the Board, and executive officers as of the date of this report is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person held during the last five years, and the year in which each person became a director and/or executive officer of our company.

We have divided the directors into two groups - independent directors and interested directors.

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Interested Directors (2)(3)

Mark Gatto 52 Co-Chairman, Co-Chief Executive Officer and Director

Reisner 54 Co-Chairman, Co-Chief Executive Officer and Director

Mark Gatto 53

Co-Chairman, Co-Chief Executive Officer and Director

Independent Directors (2)

Breakstone 87 Director

Schwartz 54 Director

Finlay 63 Director

Hedin 68 Director

Choi 53 Director

Estrada 52 Director

Breakstone 88

Executive Officers Who Are Not Directors

Franz 56 Chief Financial Officer and Treasurer

Bresner 57 President and Chief Investment Officer

Stephen Roman 43 Chief Compliance Officer and Secretary

Pinero 49 Chief Legal Officer

Charlie Arestia 39 Managing Director and Head of Investor Relations

Chief Financial Officer and Treasurer

President and Chief Investment Officer

Stephen Roman 44

Chief Compliance Officer and Secretary

Chief Legal Officer

(1) The address for each director and executive officer is c/o CĪON Investment Corporation, 100 Park Avenue, 25 th Floor, New York, NY 10017.

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Schwartz has served as a member of our Board since 2012.

He was a Managing Director at ACON Investments from 2014 to 2024.

He was a Managing Director at ACON Investments from 2014 to November 2024.

Schwartz is the founder of Constructivist Capital, LLC, a firm that works with family offices and alternative asset management firms to pursue attractive investment opportunities.

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Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments.

He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc.

and VillageMD.

He also serves or has served on the board of directors, including as a committee member on audit committees, special committees and compensation committees, of a number of other public and private companies, including Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc.

(Ancora Education), Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings, ATU Auto Technick-Unger, PSSI, Rapid Deploy, Inc., Prima-Wawona, AFH, Melinta Therapeutics LLC, Tempel Steel, Mark Andy Inc., FEV Acquisition LLC, Injured Workers Pharmacy, LLC, Aventine, Inc., VillageMD, Sundance Holdings Group, LLC, PharmaCann, Inc., KULR Technology, Group Inc., Christy Sports, LLC, America West Group, Third Lane Mobility Inc., Precision Global and Elara.

In addition, Mr.

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Finlay has been the Managing Principal of Ardentis LLC.

From 2015 to 2021, he was advisor to the board of EMM Investments LLC, a privately held asset manager engaged in lending to asset intensive companies.

From 2015 to 2021, he was also an advisor to the board of EMM Investments LLC, a privately held asset manager engaged in lending to asset intensive companies.

From 2009 to 2011, Mr.

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The firm provides capital market advisory services and previously assisted investment managers in raising institutional capital for hedge funds, private equity and other alternative investment strategies through its wholly owned subsidiary Hudson Partners Securities LLC.

Mr Hedin has also been a FINOP professional for Stone Key Securities LLC since 2010.

Mr Hedin is also a FINOP professional for Stone Key Securities LLC since 2010.

From 1999 to 2007, Mr.

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He has served as a director for a family foundation since 2021 and as an advisory and executive board member for certain non-profit businesses.

At Reed Smith LLP, Mr.

Estrada counseled his clients in a wide range of business matters, including acting as outside counsel, and addressing their regulatory, transactional and litigation needs.

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Bresner is a holder of the right to use the Chartered Financial Analyst® designation.

Stephen Roman has served as our Chief Compliance Officer and Secretary since February 2016 and is also the Chief Compliance Officer of CION Grosvenor Infrastructure Fund since 2024.

Stephen Roman has served as our Chief Compliance Officer and Secretary since February 2016 and is also the Chief Compliance Officer and Secretary of CION Grosvenor Infrastructure Fund since 2024.

He advises on regulatory, compliance, fund governance, and operational matters for alternative investment funds and their advisers.

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from Brooklyn Law School.

Charlie Arestia has served as our Managing Director and Head of Investor Relations since March 2024.

Prior to joining our company, Mr.

Arestia was a Vice President at Focus Financial Partners from July 2021 to February 2024, with roles in both investor relations as well as mergers and acquisitions.

While at Focus Financial Partners, his investor relations efforts included leading peer analysis and shareholder targeting efforts, as well as managing relationships with equity analysts and the investor community.

Also, while at Focus Financial Partners, Mr.

Arestia was responsible for sourcing and structuring mergers and acquisitions transactions in the wealth management space and working closely with partner firms on strategic initiatives to drive organic growth.

From 2017 to 2021, he was an equity analyst at JP Morgan with coverage in the specialty finance sector including credit cards, auto and student lenders, BDCs, and mortgage finance.

From 2014 to 2017, Mr.

Arestia served in the US Army with assignments at Fort Benning, GA and Fort Bragg, NC.

Arestia began his career as an analyst at GS Gamma Advisors, a MBS-focused hedge fund at Guggenheim Partners.

Arestia received a B.A from Johns Hopkins University.

Corporate Governance

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The Board oversees our business and investment activities and is responsible for protecting the interests of our shareholders.

The responsibilities of the Board include, among other things, the oversight of our investment activities, the quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities.

The responsibilities of the Board include, among other things, the oversight of our investment activities, oversight of the activities of CIM as our valuation designee, who performs the quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities.

Pursuant to our charter and bylaws, the Board may modify the number of directors on the Board, provided that the number of directors will not be fewer than one, the minimum number required by the Maryland General Corporation Law, or greater than twelve.

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and (5) engaging the services of our chief compliance officer to test our compliance procedures and certain of our service providers.

Our charter, as well as regulations governing BDCs generally, require that a majority of our Board be persons other than “interested persons” of the BDC, as defined in Section 2(a)(19) of the 1940 Act.

A majority of the members of our Board are not “interested persons” of our company or CIM, as defined in Section 2(a)(19) of the 1940 Act and as required by Rule 303A.00 in the NYSE Listed Company Manual.

Our charter, as well as regulations governing BDCs generally, require that a majority of our Board be persons other than “interested persons” of our company or CIM, as defined in Section 2(a)(19) of the 1940 Act.

A majority of the members of our Board are not “interested persons” of our company or CIM, as defined in Section 2(a)(19) of the 1940 Act and as required by Rule 303A.00 of the NYSE Listed Company Manual.

These individuals are referred to as our independent directors.

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Gatto and Reisner, as our co-chief executive officers and co-chairmen of the Board, are the directors with the most knowledge of our business strategy and are best situated to serve as chairmen of the Board.

The Board has determined that the following directors are independent directors pursuant to Section 2(a)(19) of the 1940 Act and as required by Rule 303A.00 in the NYSE Listed Company Manual:

The Board has determined that the following directors are independent directors pursuant to Section 2(a)(19) of the 1940 Act and as required by Rule 303A.00 of the NYSE Listed Company Manual:

Breakstone, Peter I.

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The Board will continue to monitor our structure and determine whether it remains appropriate based on the complexity of our operations.

There have been no purchases or sales of securities of CIM or its parent or subs idiaries by any of our directors since the beginning of the most recently completed fiscal year.

There have been no purchases or sales of securities of CIM or its parent or subsidiaries by any of our directors since the beginning of the most recently completed fiscal year.

Committees of the Board

The Board has established a standing audit committee, a standing nominating and corporate governance committee and a standing compensation committee.

The Board met five times and took action by unanimous written consent eight times during the fiscal year ended December 31, 2024.

Each director attended more than 95% of all meetings of the Board held during the fiscal year ended December 31, 2024.

The Board met five times and took action by unanimous written consent four times during the fiscal year ended December 31, 2025.

Each director attended all meetings of the Board held during the fiscal year ended December 31, 2025.

We do not have a formal policy regarding director attendance at an annual meeting of shareholders.

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We have adopted a statement of policy on insider trading applicable to us, our officers and our directors, CIM, and our affiliated funds and investment advisers that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

A copy of the statement of policy on insider trading has been filed as an exhibit to this Annual Report on Form 10-K.

A copy of the statement of policy on insider trading is available as an exhibit to this Annual Report on Form 10-K.

Executive Compensation

22 unchanged sentences

Stephen Roman (11)

Charlie Arestia (13)

All Executive Officers and Directors as a group (12 persons)

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(2) Based on a total of 50,496,524 shares outstanding on March 4, 2026.

Gatto is the record holder of 10,905 shares, and CIG is the record holder of 62,598.77 shares that includes 5,932.67 shares acquired under our distribution reinvestment plan.

Gatto is the record holder of 10,905 shares, and CIG is the record holder of 62,598.77 shares that include 5,932.67 shares acquired under our distribution reinvestment plan.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

3 unchanged sentences

Gatto, as Co-Trustee of the Gatto Living Trust, may be deemed to beneficially own the shares held by the Gatto Living Trust, (ii) 50 shares held for A.G., the child of Mr.

Gatto, through a custodial account established pursuant to the Uniform Transfer to Minors Act, or the UTMA, for which Mr.

Gatto, through a custodial account established pursuant to the Uniform Transfer to Minors Act (the “UTMA”) for which Mr.

Gatto serves as custodian, (iii) 50 shares held for G.G., the child of Mr.

3 unchanged sentences

Gatto serves as custodian.

Reisner is the record holder of 13,698 shares, and CIG is the record holder of 62,598.77 shares that includes 5,932.67 shares acquired under our distribution reinvestment plan.

Reisner is the record holder of 15,175 shares, and CIG is the record holder of 62,598.77 shares that include 5,932.67 shares acquired under our distribution reinvestment plan.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

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(5) Includes 6,108.06 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

Breakstone is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

An individual retirement account, or IRA, is the record holder of these shares.

Breakstone is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the IRA.

(6) A self-employed pension plan is the record holder of these shares.

Mr Finlay is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the self-employed pension plan.

(7) An investment retirement account is the record holder of these shares.

Schwartz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

(8) Includes 2,302.55 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Franz is the record holder of 80,854.82 shares that includes 12,139.82 shares acquired under our distribution reinvestment plan, and an investment retirement account is the record holder of 3,693.54 shares that includes 1,193.54 shares acquired under our distribution reinvestment plan.

Franz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Bresner is the record holder of 47,099 shares and certain investment retirement accounts are the record holder of 12,500 shares.

Bresner is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement accounts.

Finlay is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the self-employed pension plan.

(7) An IRA is the record holder of these shares.

Schwartz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the IRA.

(8) Includes 3,928.69 shares acquired under our distribution reinvestment plan.

An IRA is the record holder of these shares.

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the IRA.

Franz is the record holder of 95,908.53 shares that include 27,193.53 shares acquired under our distribution reinvestment plan, and an IRA is the record holder of 4,380.24 shares that include 1,880.24 shares acquired under our distribution reinvestment plan.

Franz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the IRA.

Bresner is the record holder of 50,099 shares and certain IRAs are the record holder of 14,500 shares.

Bresner is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the IRAs.

(11) Includes 4,659.66 shares acquired under our distribution reinvestment plan.

(12) Includes 3,431.65 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

Arestia is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

DOLLAR RANGE OF SECURITIES BENEFICIALLY OWNED BY DIRECTORS

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Share Repurchase Policy

On September 15, 2021, our board of directors, including the independent directors, approved a post-Listing share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing.

On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the post-Listing share repurchase policy by $10 million to up to an aggregate of $60 million.

Under the post-Listing share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

On September 15, 2021, our board of directors, including the independent directors, approved a new share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing.

On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million.

On August 5, 2025, our board of directors, including the independent directors, further increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $20 million to up to an aggregate of $80 million.

Under the share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion.

1 unchanged sentence

The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our common stock.

On August 19, 2024, as part of the post-Listing share repurchase policy, we entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

On August 15, 2025, as part of the share repurchase policy, we entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

The 10b5-1 trading plan permits common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

5 unchanged sentences

Even though we were granted the Order by the SEC, CIM’s investment committee may determine that we should not participate in a co-investment transaction.

Affiliated Dealer Manager

The dealer manager is an affiliate of CIM.

This relationship may have created conflicts in connection with the dealer manager’s due diligence obligations under the federal securities laws.

Although the dealer manager examined the information in the prospectus for accuracy and completeness, due to its affiliation with CIM, no independent review of us was made in connection with the distribution of shares in the offering, which ended on January 25, 2019.

Co-Investment Opportunities

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which we may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless we obtain an exemptive order from the SEC, which Order was issued by the SEC on August 30, 2022.

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which we may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless we obtain an exemptive order from the SEC, such as the Order, which was issued by the SEC on August 30, 2022.

Pursuant to such Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit CIM or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

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We know of no direct financial or material indirect financial interest of RSM in us.

RSM has acted as our independent registered public accounting firm for the fiscal years ended December 31, 2024, 2023, 2022, 2021, 2020 and 2019.

RSM has acted as our independent registered public accounting firm for the fiscal years ended December 31, 2019 through December 31, 2025.

Set forth in the table below are audit fees and non-audit related fees billed to us by RSM for professional services performed for our fiscal years ended December 31, 2025 and 2024.

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* “Audit Fees” consist of fees billed to us by RSM for professional services rendered for the audit of our year-end financial statements.

These fees billed include fees related to RSM's review of our debt offering document.

These fees billed include fees related to RSM's review of our debt offering documents.

** “Audit-Related Fees” are those fees billed to us by RSM relating to audit services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

41 unchanged sentences

333-178646)).

4.1 Fifth Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2016 (File No.

Distribution Reinvestment Plan of CĪON Investment Corporation (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2021 (File No.

5 unchanged sentences

Form of 7.50% Notes due 2029 (Included as part of and incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No.

Second Supplemental Indenture, dated as of February 9, 2026, by and between CION Investment Corporation and U.S.

Bank Trust Company, National Association (Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the SEC on February 9, 2026 (File No.

Form of 7.50% Notes due 2031 (Included as part of and incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the SEC on February 9, 2026 (File No.

10.1 Second Amended and Restated Investment Advisory Agreement, dated as of October 5, 2021, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 5, 2021 (File No.

57 unchanged sentences

10.36 Loan and Security Agreement, dated as of February 13, 2025, by and among Murray Hill Funding II, LLC, Murray Hill Funding, LLC, CION Investment Management, LLC, each of the Lenders from time-to-time party thereto, UBS AG, London Branch, US Bank Trust Company, National Association, and US Bank National Association (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2025 (File No.

Note Purchase Agreement, dated as of December 16, 2025, by and among CION Investment Corporation and certain institutional investors (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on December 18, 2025 (File No.

14.1 Code of Ethics of CĪON Investment Corporation, CION Investment Management, LLC, CION Investment Management II, LLC and Affiliated Advisers (Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2023 (File No.

19.1 CĪON Investment Corporation, CION Investment Management, LLC and Affiliated Funds and Advisers Statement of Policy on Insider Trading.*

21.1 Subsidiaries of CĪON Investment Corporation (Incorporated by reference to Exhibit 21.1 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 14, 2024 (File No.

19.1 CĪON Investment Corporation, CION Investment Management, LLC and Affiliated Funds and Advisers Statement of Policy on Insider Trading (Incorporated by reference to Exhibit 19.1 to Registrant's Annual Report on Form 10-K filed with the SEC on March 13, 2025 (File No.

21.1 Subsidiaries of CĪON Investment Corporation .*

23.1 Consent of Independent Registered Public Accounting Firm.

9 unchanged sentences

97.1 CĪON Investment Corporation Clawback Policy (Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 14, 2024 (File No.

99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information.*

99.1 Report of Independent Registered Public Accounting Firm .*

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

29 unchanged sentences

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 9A. Controls and Procedures