CION launches $180M loan JV, nets $132M cash

Q: How is the new CION (CICB) joint venture capitalized?

The joint venture was capitalized with $125.0 million of senior secured notes issued to investors at 98.25% of face value and $59.7 million of LLC interests, split between 80% common interests held by CION and 20% preferred interests held by investors.

Q: What loan portfolio did CION (CICB) sell to the joint venture and at what price?

The joint venture acquired from CION a portfolio of 20 senior secured first lien loans with an aggregate par of about $180.3 million and aggregate fair value of $180.0 million, implying an approximate purchase price of 99.8% of par.

Q: How much cash did CION (CICB) receive from the joint venture transaction and how will it be used?

CION reports net proceeds of approximately $132.3 million from the transaction. It states that this cash will be used to repay a portion of its outstanding debt and, to the extent remaining, for general corporate purposes.

Q: What are the key terms of the joint venture notes issued in the CION (CICB) deal?

The joint venture notes bear interest at three‑month SOFR plus 4.75% per year, subject to a 1.00% SOFR floor, have a seven‑year final maturity, and are rated investment grade. After a two‑year investment period, a 100% cash flow sweep repays principal until fully repaid.

Q: What are the economic terms of the preferred LLC interests in the CION (CICB) joint venture?

Investors’ preferred LLC interests represent 20% of the LLC equity and carry an 11.50% cumulative annual dividend plus a priority claim on distributions ahead of common LLC interests held by CION.

CION Investment Corp forms a leveraged joint venture to monetize a $180 million senior loan portfolio and generate about $132 million of cash to reduce debt.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CION Investment Corp (CICB) entered into an Amended and Restated LLC Agreement to form Senior Loan Fund Partners, LLC, a joint venture with institutional investors that will invest primarily in senior secured first lien loans to U.S. middle‑market companies. The joint venture is capitalized with $125.0 million of senior secured notes issued to investors at 98.25% of face value and $59.7 million of LLC interests, with CION holding 80% common interests and investors holding 20% preferred interests.

The preferred LLC interests carry an 11.50% cumulative annual dividend and priority over common distributions. The joint venture used combined proceeds to purchase from CION a portfolio of 20 first lien loans with $180.3 million aggregate par and $180.0 million fair value, implying 99.8% of par. CION received approximately $132.3 million of net proceeds, which it plans to use to repay outstanding debt and for general corporate purposes. The notes bear interest at three‑month SOFR plus 4.75% (with a 1.00% SOFR floor), have a seven‑year final maturity, and are subject to a two‑year investment period and a post‑period 100% cash flow sweep to repay principal.

Filing Explained

Joint-venture control is shared: material decisions require unanimous approval with managers appointed by both CION and the investors.

CION’s entered LLC Agreement establishes shared control of the Joint Venture: its four-person board has two CION appointees and two investor appointees, and material investment, governance, and valuation decisions require unanimous approval with representation from both sides.

During the two-year investment period, quarterly excess collections are applied first to Note interest and expenses, then to preferred LLC Interest distributions, and afterward to board-approved reinvestment or distributions.

CION Investment Management, LLC, CION’s investment adviser, will serve as the Joint Venture’s administrator for portfolio management, valuation, accounting, reporting, and tax-related services.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior secured notes issued by joint venture: $125.0 million LLC interests capitalization: $59.7 million Preferred LLC dividend rate: 11.50% per year +5 more

8 metrics

Senior secured notes issued by joint venture $125.0 million Notes issued to certain investors at 98.25% of face value

LLC interests capitalization $59.7 million Equity in joint venture split 80% common (CION), 20% preferred (investors)

Preferred LLC dividend rate 11.50% per year Cumulative annual dividend on preferred LLC interests with priority distributions

Loan portfolio par value $180.3 million Aggregate par of 20 senior secured first lien loans sold to joint venture

Loan portfolio fair value $180.0 million Aggregate fair value of loans sold, implying 99.8% of par purchase price

Net proceeds to CION $132.3 million Cash received by CION from sale of loans to the joint venture

Note interest spread over SOFR 4.75% plus 1.00% SOFR floor Interest on joint venture notes at three‑month SOFR plus 4.75%, floored at 1.00%

Investment period of joint venture 2 years Period during which the joint venture can make new investments

Key Terms

senior secured first lien loans, cumulative annual dividend, secured overnight financing rate, SOFR floor, +2 more

6 terms

senior secured first lien loans financial

"expected to invest primarily in senior secured first lien loans to U.S."

A senior secured first lien loan is a type of loan that has the highest priority for repayment and is backed by specific assets as collateral, meaning lenders have the first legal claim on those assets if the borrower can’t pay. For investors, this usually means lower risk compared with unsecured or junior debt because recovery prospects are better—think of it like being first in line for repayment and holding the deed to a valuable asset as security.

cumulative annual dividend financial

"The preferred LLC Interests carry an 11.50% cumulative annual dividend"

secured overnight financing rate financial

"bear interest at the three-month secured overnight financing rate"

A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

SOFR floor financial

"plus 4.75% per year (subject to a 1.00% SOFR floor)"

cash flow sweep financial

"include a 100% cash flow sweep directing all excess cash"

investment period financial

"The Joint Venture will have a two-year investment period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What joint venture did CION Investment Corp (CICB) announce on September 17, 2026?

CION announced Senior Loan Fund Partners, LLC, a joint venture with institutional investors expected to invest mainly in senior secured first lien loans to U.S. middle‑market companies, governed by a four‑member board with equal representation from CION and the investors.

How is the new CION (CICB) joint venture capitalized?

The joint venture was capitalized with $125.0 million of senior secured notes issued to investors at 98.25% of face value and $59.7 million of LLC interests, split between 80% common interests held by CION and 20% preferred interests held by investors.

What loan portfolio did CION (CICB) sell to the joint venture and at what price?

The joint venture acquired from CION a portfolio of 20 senior secured first lien loans with an aggregate par of about $180.3 million and aggregate fair value of $180.0 million, implying an approximate purchase price of 99.8% of par.

How much cash did CION (CICB) receive from the joint venture transaction and how will it be used?

CION reports net proceeds of approximately $132.3 million from the transaction. It states that this cash will be used to repay a portion of its outstanding debt and, to the extent remaining, for general corporate purposes.

What are the key terms of the joint venture notes issued in the CION (CICB) deal?

The joint venture notes bear interest at three‑month SOFR plus 4.75% per year, subject to a 1.00% SOFR floor, have a seven‑year final maturity, and are rated investment grade. After a two‑year investment period, a 100% cash flow sweep repays principal until fully repaid.

What are the economic terms of the preferred LLC interests in the CION (CICB) joint venture?

Investors’ preferred LLC interests represent 20% of the LLC equity and carry an 11.50% cumulative annual dividend plus a priority claim on distributions ahead of common LLC interests held by CION.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:00 PM Accepted by SEC EDGAR 09/17/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

CĪON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland		814-00941		45-3058280
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	100 Park Avenue, 25th Floor New York, New York 10017
	(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 418-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	CION	The New York Stock Exchange
7.50% Notes due 2029	CICB	The New York Stock Exchange
7.50% Notes due 2031	CICC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On September 17, 2026, CĪON Investment Corporation (“CION”) entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Senior Loan Fund Partners, LLC (the “Joint Venture”), a newly formed Delaware limited liability company, with certain institutional investors as members (the “Investors”). The Joint Venture is expected to invest primarily in senior secured first lien loans to U.S. middle-market companies.

The Joint Venture was capitalized with two investment tranches: (i) $125.0 million in senior secured notes (the “Notes”) issued by the Joint Venture solely to certain Investors at a purchase price of 98.25% and (ii) $59.7 million in membership interests in the Joint Venture (the “LLC Interests”), with CION holding 80.0% as common LLC Interests and certain Investors holding 20.0% as preferred LLC Interests. The preferred LLC Interests carry an 11.50% cumulative annual dividend and a priority claim over distributions to common LLC Interests. The combined proceeds were used by the Joint Venture to acquire a portfolio of senior secured first lien loans from CION at fair market value consisting of 20 first lien loans with an aggregate par of approximately $180.3 million and an aggregate fair value of $180.0 million, resulting in an implied purchase price of 99.8% of par. The net proceeds to CION were approximately $132.3 million, which CION will use to repay a portion of its outstanding debt and the remainder, if any, for general corporate purposes.

The Notes will bear interest at the three-month secured overnight financing rate (“SOFR”) plus 4.75% per year (subject to a 1.00% SOFR floor), carry a seven-year final maturity and are rated investment grade. The Joint Venture will have a two-year investment period. The Notes include a 100% cash flow sweep directing all excess cash after the investment period to repay principal on the Notes until repaid in full. During the investment period, quarterly excess collections are applied to Note interest, expenses, preferred LLC Interest distributions, and then board-approved reinvestment or distributions.

The business and affairs of the Joint Venture are managed by a board of managers (the “Board”), which consists of four managers, with CION and the Investors each designating two managers. All material decisions relating to the Joint Venture, including all investment, governance, and valuation decisions, are vested in the Board. All Board actions require the unanimous approval of all Board members present, which must consist of at least one board member appointed by each of CION and the Investors. CION Investment Management, LLC, CION’s investment adviser, will serve as administrator for the Joint Venture providing administrative services including portfolio management, valuation, accounting, reporting, and tax-related services.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2026	CĪON INVESTMENT CORPORATION

	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents