Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock
Our common stock has been listed on the NYSE under the ticker symbol "CION" since October 5, 2021. 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 the first fiscal quarter for the fiscal year ending December 31, 2026 and for the fiscal years ended December 31, 2025 and 2024, 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 4, 2026, the last reported closing sales price of our common stock on the NYSE was $8.11 per share, which represented a discount of approximately ( 41.1 )% to the NAV per share reported by us as of December 31, 2025.
Closing Sales
Price Premium (Discount) of High Sales Price to NAV (2)
Premium (Discount) of Low Sales Price to NAV (2)
Declared
Distributions (3)
NAV (1)
High Low
Fiscal Year Ending December 31, 2026
First Fiscal Quarter (4)
* $ 9.86 $ 7.98 * * $ 0.30
Fiscal Year Ended December 31, 2025
First Fiscal Quarter $ 14.28 $ 12.55 $ 10.35 ( 12.1 ) % ( 27.5 ) % $ 0.36
Second Fiscal Quarter $ 14.50 $ 10.48 $ 8.68 ( 27.7 ) % ( 40.1 ) % $ 0.36
Third Fiscal Quarter $ 14.86 $ 10.86 $ 9.48 ( 26.9 ) % ( 36.2 ) % $ 0.36
Fourth Fiscal Quarter $ 13.76 $ 10.20 $ 9.06 ( 25.9 ) % ( 34.2 ) % $ 0.36
Fiscal Year Ended December 31, 2024
First Fiscal Quarter $ 16.05 $ 11.43 $ 10.55 ( 28.8 ) % ( 34.3 ) % $ 0.34
Second Fiscal Quarter $ 16.08 $ 12.55 $ 10.81 ( 22.0 ) % ( 32.8 ) % $ 0.41
Third Fiscal Quarter $ 15.73 $ 12.46 $ 11.55 ( 20.8 ) % ( 26.6 ) % $ 0.36
Fourth Fiscal Quarter $ 15.43 $ 12.08 $ 11.25 ( 21.7 ) % ( 27.1 ) % $ 0.41
(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. The NAV shown is based on outstanding shares at the end of the relevant quarter.
(2) C alculated as the respective high or low closing sales price less NAV divided by NAV as of the last day in the relevant quarter.
(3) Represents the distributions declared in the relevant quarter.
(4) Through March 4, 2026 .
* NAV has not yet been calculated for this period.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. At times, our shares of common stock may trade at a premium to NAV and at times our shares of common stock have traded at a discount to the net assets attributable to those shares. It is not possible to predict whether shares of our common stock will trade at, above or below our NAV in the future. See “Risk Factors—Risks Related to an Investment in Our Common Stock—We cannot assure you that a market for shares of our common stock will be maintained or the market price of our shares will trade close or at a premium to NAV."
Holders
As of March 4, 2026, we had 1,546 record holders of our common stock, which includes Cede & Co. but does not include beneficial owners of shares of common stock held in “street name” by brokers and other institutions on behalf of shareholders.
Transfer Agent
SS&C Technologies, Inc. (formerly, DST Systems, Inc.) serves as our transfer agent, distribution paying agent and registrar.
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Exchange Listings
On October 5, 2021, our shares of common stock commenced trading on the NYSE under the ticker symbol “CION”. 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” and on February 12, 2026, our 2031 Notes commenced trading on the NYSE under the ticker symbol "CICC".
Distributions and Distribution Reinvestment Plan
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 on a quarterly basis. 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. 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 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 monthly base distribution amount per share of our common stock. 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. From time to time, we may also pay interim supplemental or special distributions in the form of cash or shares of common stock at the discretion of our board of directors. 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 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 . Our distributions may exceed our earnings. As a result, a portion of the distributions we make may represent a return of capital.
We elected to be treated for U.S. federal income tax purposes as a RIC, as defined under Subchapter M of the Code, beginning in 2012.
To qualify for and maintain RIC tax treatment, we must, among other things, meet certain source of income and asset diversification requirements and distribute in respect of each taxable year at least 90% of our “investment company taxable income”, which is generally equal to the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, if any. 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 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.
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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. The following table presents distributions per share that were declared during the years ended December 31, 2025 and 2024:
Distributions
Three Months Ended Per Share Amount
2024
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
2025
March 31, 2025 (one record date)
$ 0.36 $ 19,149
June 30, 2025 (one record date)
0.36 18,934
September 30, 2025 (one record date)
0.36 18,726
December 31, 2025 (one record date)
0.36 18,552
Total distributions for the year ended December 31, 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
In connection with the Listing of our shares of common stock on the NYSE, on September 15, 2021, we adopted a new distribution reinvestment plan, or the DRP. The DRP is an “opt out” distribution reinvestment plan for our shareholders. As a result, unless shareholders specifically elect to receive their distributions in cash, distributions will automatically be reinvested in additional shares of our common stock. Under the DRP, we reserve the right, subject to the provisions of the 1940 Act, to either issue new shares or cause the plan administrator to purchase shares in the open market for the accounts of plan participants in connection with implementation of the DRP. We intend to use primarily newly issued shares of our common stock to implement the distribution reinvestment plan, so long as such shares are trading at or above NAV. If shares of our common stock are trading below NAV, we intend to cause the plan administrator or its designee, to the extent permitted by law and after taking into account any additional expenses related to open market purchases, to purchase shares of our common stock in the open market in connection with the implementation of the distribution reinvestment plan. However, we reserve the right to issue new shares of our common stock in connection with our obligations under the distribution reinvestment plan even if such shares are trading below NAV. Any distributions reinvested under the plan will nevertheless remain taxable to U.S. shareholders.
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We may fund our distributions to shareholders in the future from any sources of funds available to us, including borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, and dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies. The amount of the distribution for shareholders receiving our common stock will be equal to the fair market value of the stock received. If shareholders hold common stock in the name of a broker or financial intermediary, they should contact the broker or financial intermediary regarding their election to receive distributions in cash.
The table below provides information concerning our purchases of shares of our common stock in the open market during the years ended December 31, 2025 and 2024 pursuant to the DRP in order to satisfy the reinvestment portion of our distributions.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs
2024
January 1 to January 31, 2024
92,108 $ 11.05 92,108 (1)
February 1 to February 29, 2024
— — — —
March 1 to March 31, 2024
170,571 11.09 170,571 (1)
April 1 to April 30, 2024
— — — —
May 1 to May 31, 2024
— — — —
June 1 to June 30, 2024
135,440 12.44 135,440 (1)
July 1 to July 31, 2024
18,789 12.51 18,789 (1)
August 1 to August 31, 2024
— — — —
September 1 to September 30, 2024
131,659 12.10 131,659 (1)
October 1 to October 31, 2024
— — — —
November 1 to November 30, 2024
— — — —
December 1 to December 31, 2024
130,792 11.85 130,792 (1)
Total for the year ended December 31, 2024
679,359 $ 11.74 679,359 (1)
2025
January 1 to January 31, 2025
19,368 $ 11.49 19,368 (1)
February 1 to February 28, 2025
— — — —
March 1 to March 31, 2025
— — — —
April 1 to April 30, 2025
159,518 9.13 159,518 (1)
May 1 to May 31, 2025
— — — —
June 1 to June 30, 2025
151,264 9.29 151,264 (1)
July 1 to July 31, 2025
— — — —
August 1 to August 31, 2025
— — — —
September 1 to September 30, 2025
136,868 10.07 136,868 (1)
October 1 to October 31, 2025
— — — —
November 1 to November 30, 2025
— — — —
December 1 to December 31, 2025
136,151 10.08 136,151 (1)
Total for the year ended December 31, 2025
603,169 $ 9.67 603,169 (1)
(1) See the description of the DRP above.
The following table reflects the sources of distributions on a GAAP basis that were declared during the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
Source of Distribution Per Share Amount Percentage Per Share Amount Percentage Per Share Amount Percentage
Net investment income $ 1.44 $ 75,361 100.0 % $ 1.52 $ 81,308 100.0 % $ 1.61 $ 87,867 100.0 %
Total distributions $ 1.44 $ 75,361 100.0 % $ 1.52 $ 81,308 100.0 % $ 1.61 $ 87,867 100.0 %
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Issuing Shares Below NAV
We are generally not able to issue and sell our common stock at a price below NAV per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders approve such sale. 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. Through the expiration of such shareholder approval on August 27, 2025, we did not issue any such shares. If we receive such approval from shareholders again 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
We did not sell any equity securities during the period covered by this report that were not registered under the Securities Act.
Share Repurchases
Share Repurchase Policy
On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of 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. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions. The share repurchase 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 15, 2025, as part of the share repurchase policy, we entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, in accordance with Rule 10b5-1 of the Exchange Act, based in part on historical trading data with respect to our common stock. 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. The 10b5-1 trading plan expires on August 15, 2026, and is subject to price, market volume and timing restrictions.
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The table below provides information concerning our repurchases of shares of our common stock in the open market during the years ended December 31, 2024 and 2025 pursuant to our s hare repurchase policy.
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)
2024
January 1 to January 31, 2024
125,304 $ 11.14 125,304 $ 31,700
February 1 to February 29, 2024
165,876 10.97 165,876 29,883
March 1 to March 31, 2024
132,851 10.95 132,851 28,431
April 1 to April 30, 2024
168,002 11.14 168,002 26,564
May 1 to May 31, 2024
27,449 11.67 27,449 26,244
June 1 to June 30, 2024
39,531 12.14 39,531 25,765
July 1 to July 31, 2024
71,305 12.35 71,305 24,885
August 1 to August 31, 2024
26,874 11.93 26,874 24,565
September 1 to September 30, 2024
67,558 11.86 67,558 23,764
October 1 to October 31, 2024
77,367 11.91 77,367 22,846
November 1 to November 30, 2024
24,104 11.63 24,104 22,566
December 1 to December 31, 2024
69,146 11.59 69,146 21,766
Total for the year ended December 31, 2024
995,367 995,367
2025
January 1 to January 31, 2025
89,466 $ 11.29 89,466 $ 20,758
February 1 to February 28, 2025
63,383 12.01 63,383 19,998
March 1 to March 31, 2025
33,013 12.13 33,013 19,598
April 1 to April 30, 2025
315,943 9.36 315,943 16,648
May 1 to May 31, 2025
95,782 9.76 95,782 15,714
June 1 to June 30, 2025
287,840 9.26 287,840 13,056
July 1 to July 31, 2025
230,738 9.86 230,738 10,786
August 1 to August 31, 2025(2)
57,331 9.78 57,331 30,226
September 1 to September 30, 2025
42,255 9.96 42,255 29,806
October 1 to October 31, 2025
348,336 9.33 348,336 26,565
November 1 to November 30, 2025
90,964 9.25 90,964 25,725
December 1 to December 31, 2025
116,352 9.59 116,352 24,611
Total for the year ended December 31, 2025
1,771,403 1,771,403
(1) Amounts do not include any commissions paid to W ells Fargo Securities, LLC on shares repurchased.
(2) Includes an additional $ 20,000 of shares of our common stock that may be repurchased under the share repurchase policy approved by our board of directors on August 5, 2025.
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From January 1, 2026 to March 4, 2026, we repurchased 921,342 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $ 8,245 , or an average purchase price of $ 8.95 per share. As of March 4, 2026, 19,446,838 shares of common stock repurchased by us had been retired.
Stock Performance Graph
The following stock performance graph compares the cumulative shareholder return assuming that, on October 5, 2021, which was the date on which our common stock listed and commenced trading on the NYSE, a person invested $100 in each of our common stock, the S&P BDC Index and the S&P 500 Index. 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. The stock price performance included in the above graph is not necessarily indicative of, or intended to forecast, future stock price performance.
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Fees and Expenses
The following table is intended to assist you in understanding the various fees and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “annual expenses” are based on amounts incurred during the year ended December 31, 2025. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this report contains a reference to fees or expenses paid by “you,” “us” or “the Company,” or that “we” will pay fees or expenses, the holders of our common stock will indirectly bear such fees or expenses as investors in us.
Shareholder transaction expenses (as a percentage of offering price):
Sales load (1)
— %
Offering costs (2)
— %
Distribution reinvestment plan fees (3)
— %
Total shareholder transaction expenses (as a percentage of offering price) (2)
— %
Estimated annual expenses (as a percentage of average net assets attributable to common stock): (4)
Base management fees (5)
3.36 %
Accrued incentive fees pursuant to our investment advisory agreement (17.5% of investment income, subject to a hurdle rate, and capital gains fee) (6)
2.55 %
Interest payments on borrowed funds (7)
11.68 %
Other expenses (8)
1.49 %
Total estimated annual expenses (9)
19.08 %
(1) In the event that securities are sold to or through underwriters or agents, a corresponding prospectus supplement and any related free writing prospectus will disclose the applicable sales load (underwriting discount or commission) and the example will be updated accordingly. Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. This table does not include any sales load that shareholders may have paid in connection with their purchase of shares of our common stock.
(2) The applicable prospectus supplement and any related free writing prospectus will disclose the applicable amount of offering costs and total shareholder transaction expenses that will supersede the information included in this report.
(3) The expenses of the distribution reinvestment plan are included in “Other expenses” in the table. The plan administrator’s fees are paid by us. There will be no brokerage charges or other charges to shareholders who participate in the distribution reinvestment plan.
(4) Average net assets attributable to common stock used to calculate the percentages in this table equals our average net assets of approximately $ 775 million for the year ended December 31, 2025.
(5) The base management fees referenced in the table above are based upon the actual amounts incurred during the year ended December 31, 2025. Our annual base management fee payable to CIM pursuant to our investment advisory agreement is calculated at a rate of 1.5% of the average value of our gross assets (including cash pledged as collateral for our secured financing arrangements, but excluding other cash and cash equivalents so that investors do not pay the base management fee on such assets) to the extent that our asset coverage ratio is greater than or equal to 200% (i.e., $1 of debt outstanding for each $1 of equity); provided that, the annual base management fee is reduced to 1.0% of the average value of our gross assets (including cash pledged as collateral for our secured financing arrangements, but excluding other cash and cash equivalents so that investors do not pay the base management fee on such assets) purchased with leverage resulting in our asset coverage ratio dropping below 200%. At our Special Meeting of Shareholders on December 30, 2021, shareholders approved a proposal to reduce our asset coverage ratio to 150% (i.e., $2 of debt outstanding for each $1 of equity), which became effective on December 31, 2021. The annual base management fee is payable to CIM quarterly in arrears and is calculated based on the two most recently completed calendar quarters. The base management fee for any partial quarter will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter. For more detailed information about our base management fee payable to CIM under the terms of the investment advisory agreement, please also see Note 4 “Transactions with Related Parties” of our consolidated financial statements included in this report.
(6) The incentive fees payable to CIM referenced in the table above are based on the actual amount of the subordinated incentive fee on income recorded during the year ended December 31, 2025. For the year ended December 31, 2025, we had no liability for and did not record any capital gains incentive fees. As we cannot predict whether we will meet the thresholds for incentive fees payable to CIM under the investment advisory agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred during the year ended December 31, 2025.
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The incentive fee consists of two parts. The first part, which we refer to as the subordinated incentive fee on income, is calculated and payable to CIM quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, m easured qu arterly and expressed as a rate of return on our net assets at the beginning of the calendar quarter, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. We pay to CIM (x) 100.0% of our pre-incentive fee net investment income, if any, that exceeds the hurdle rate, but is less than or equal to 1.970% in any calendar quarter (7.879% annualized) and (y) 17.5% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.970% in any calendar quarter (7.879% annualized). The subordinated incentive fee on income for any partial quarter will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter. The amount in the table is based on our most recent financial performance for the year ended December 31, 2025.
The second part of the incentive fee, which we refer to as the incentive fee on capital gains, is earned on liquidated investments from our investment portfolio during operations and is determined and payable to CIM in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 17.5% of our incentive fee capital gains, which is our realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. The amount in the table assumes that the incentive fee on capital gains will be 0.0% of average net assets and is based on actual and projected realized capital gains on our investments through December 31, 2025 and the unrealized appreciation or depreciation of our investments and assumed converted to realized capital gains or losses on such date. See Note 4 “Transactions with Related Parties” of our consolidated financial statements included in this report.
(7) We have borrowed funds to make investments. 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 (which paid interest at 4.5% per year and were fully repaid by us on December 29, 2025), our $172.5 million 7.50% 2029 Notes, our $125 million 7.70% 2029 Notes and our $47.5 million 7.41% 2027 Notes for the twelve months ended December 31, 2025. In addition, interest payments on borrowed funds includes our interest expense based on borrowings under our $375 million JPM Credit Facility, our $150 million UBS Repurchase Facility (which was terminated on February 13, 2025), our $114.8 million Series A Notes, our $200 million Floating Rate 2027 Notes, our $50 million 2022 Term Loan, our $30 million 2024 Term Loan and our $125 million UBS Credit Facility (which was entered into on February 13, 2025) for the twelve months ended December 31, 2025, which bore weighted average interest rates of 7.26 %, 8.07 %, 7.97 %, 8.59 %, 7.73 %, 8.03 % and 7.11 %, respectively. On February 9, 2026, we issued and sold our $135 million 2031 Notes, which pay interest at a fixed rate of 7.50% 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. We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act. Our ability to incur additional leverage during 2026 depends, in large part, on our ability to locate additional debt financing on attractive terms or at all, and there is no guarantee we will do so or that such financing will be at the cost noted in the table above.
(8) Other expenses include our overhead expenses, including payments under the administration agreement based on our allocable portion of overhead and other expenses incurred by CIM in performing its obligations under the administration agreement. Other expenses also include accounting, legal and auditing fees as well as the reimbursement of the compensation of our chief financial officer, chief compliance officer and their respective staff and other administrative personnel and fees payable to our independent directors. Our short-term investments consist of an investment in the First American Treasury Obligations Fund, Class Z Shares, in which we paid manager fees and expenses equal to 0.18% of our total investment in the fund during the year ended December 31, 2025, which are "acquired fund fees and expenses" and are included within Other expenses in the table above. The amount presented in the table includes the amounts incurred during 2025. For more detailed information about the terms of the administration agreement, please see Note 4 “Transactions with Related Parties” of our consolidated financial statements included in this report.
(9) Total estimated annual expenses as a percentage of average net assets attributable to common stock are higher than the total estimated annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The reason for presenting expenses as a percentage of average net assets attributable to common stock is that our common shareholders bear all our fees and expenses.
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Example
The below example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the below expense amounts, we have assumed our annual operating expenses would remain at the percentage levels set forth in the table above and have excluded the subordinated incentive fee on income. In the event that shares are sold to or through underwriters or agents, a corresponding prospectus supplement and any related free writing prospectus will restate this example to reflect the applicable sales load and estimated offering expenses.
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to a capital gains incentive fee): $ 174 $ 459 $ 678 $ 1,029
The example is designed to assist shareholders in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Assuming a 5% annual return, and considering our performance will vary, the incentive fees under the investment advisory agreement may not be earned or payable and are not included in the example. This illustration assumes that we will not realize any capital gains computed net of all realized capital losses and gross unrealized capital depreciation in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses would be higher.
Assuming, however, that the incentive fee on capital gains under the investment advisory agreement is earned and payable and the subordinated incentive fee on income is not earned and payable the following example demonstrates the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock:
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return solely from realized capital gains (all of which is subject to a capital gains incentive fee): $ 182 $ 478 $ 700 $ 1,045
The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. In addition, the example assumes no sales load. 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.
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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, 2025, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. The report of our independent registered public accounting firm, RSM US LLP, on the senior securities table as of December 31, 2025 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 2025
$ 300,000 $ 1,620 $ — N/A
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
UBS Credit Facility
Fiscal 2025
$ 100,000 $ 1,620 $ — N/A
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 — 3,040 — N/A
7.50% 2029 Notes
Fiscal 2025
$ 172,500 $ 1,620 $ — $ 1,004
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
Fiscal 2016 — 3,040 — N/A
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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)
7.70% 2029 Notes
Fiscal 2025
$ 125,000 $ 1,620 $ — N/A
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 — 3,040 — N/A
7.41% 2027 Notes
Fiscal 2025
$ 47,500 $ 1,620 $ — N/A
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 — 3,040 — N/A
2021 Term Loan
Fiscal 2025
$ — $ 1,620 $ — N/A
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
2022 Term Loan
Fiscal 2025
$ 50,000 $ 1,620 $ — N/A
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
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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
2024 Term Loan
Fiscal 2025
$ 30,000 $ 1,620 $ — N/A
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
Series A Notes
Fiscal 2025
$ 114,844 $ 1,620 $ — N/A
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
Floating Rate 2027 Notes (Tranche A)
Fiscal 2025
$ 100,000 $ 1,620 $ — N/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
Fiscal 2019 — 2,130 — N/A
Fiscal 2018 — 2,090 — N/A
Fiscal 2017 — 2,490 — N/A
Fiscal 2016 — 3,040 — N/A
Floating Rate 2027 Notes (Tranche B)
Fiscal 2025
$ 100,000 $ 1,620 $ — N/A
Fiscal 2024 100,000 1,730 — N/A
Fiscal 2023 — 1,810 — N/A
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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 — 2,130 — N/A
Fiscal 2018 — 2,090 — N/A
Fiscal 2017 — 2,490 — N/A
Fiscal 2016 — 3,040 — N/A
2026 Notes
Fiscal 2025
$ — $ 1,620 $ — 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
UBS Repurchase Facility
Fiscal 2025
$ — $ 1,620 $ — 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
MS Credit Facility
Fiscal 2025
$ — $ 1,620 $ — N/A
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
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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)
Citibank Credit Facility
Fiscal 2025
$ — $ 1,620 $ — N/A
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 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
Citibank Total Return Swap
Fiscal 2025
$ — $ 1,620 $ — N/A
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
Total Senior Securities
Fiscal 2025
$ 1,139,844 $ 1,620 $ — $ 1,004
Fiscal 2024 1,117,344 1,730 — 1,014
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
(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 7.50% 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 7.50% 2029 Notes is based on the average daily prices of the 7.50% 2029 Notes and is expressed in terms of dollar amounts per $1,000 of indebtedness.
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Item 6. [RESERVED].
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