CĪON Investment (NYSE: CICB) enters $125M 7.50% 2031 notes deal

Rhea-AI Filing Summary

CĪON Investment Corporation entered into an underwriting agreement on February 2, 2026 for a public debt offering. The company plans to issue and sell $125.0 million aggregate principal amount of its 7.50% Notes due 2031, with closing expected on February 9, 2026, subject to customary conditions.

The underwriters also have a 30-day option to purchase up to an additional $18.75 million in principal amount of these notes to cover overallotments. The transaction is being conducted under CĪON’s effective shelf registration statement on Form N-2, using a preliminary and final prospectus supplement each dated February 2, 2026.

Insights

Credit & Capital Structure Analyst

CĪON prices $125M 7.50% notes with 2031 maturity under shelf.

CĪON Investment Corporation has arranged a public issuance of $125.0 million of 7.50% Notes due 2031, with a potential additional $18.75 million through an underwriters’ overallotment option. This adds a defined-maturity, fixed-rate layer to the company’s funding mix.

The notes are issued via an effective Form N-2 shelf, using preliminary and final prospectus supplements each dated February 2, 2026. An underwriting agreement with Keefe, Bruyette & Woods, Inc. as representative of the underwriters governs the transaction terms and closing conditions.

The closing is expected on February 9, 2026, subject to customary conditions, so actual impact depends on successful completion and any exercise of the overallotment option. Subsequent disclosures in future company filings may provide more detail on how this debt fits into the broader capital structure.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did CĪON Investment Corporation (CICB) announce in this 8-K?

CĪON Investment Corporation announced it entered an underwriting agreement for a public debt offering of 7.50% Notes due 2031, with a base size of $125.0 million and a related underwriters’ overallotment option, under its existing Form N-2 shelf registration.

How large is CĪON Investment Corporation’s new notes offering?

CĪON Investment Corporation’s new offering covers $125.0 million aggregate principal amount of 7.50% Notes due 2031. The underwriters also have a 30-day option to purchase up to an additional $18.75 million in principal amount of these notes to cover overallotments, if any.

What are the key terms of CĪON Investment Corporation’s new notes?

The offering consists of 7.50% Notes due 2031, with an initial aggregate principal amount of $125.0 million. An underwriting agreement supports the sale, and underwriters may buy up to $18.75 million additional principal amount within 30 days to cover overallotments, if they occur.

When is the CĪON Investment Corporation notes offering expected to close?

The closing of CĪON Investment Corporation’s 7.50% Notes due 2031 offering is expected to occur on February 9, 2026. This timing is described as being subject to customary closing conditions set out in the underwriting agreement with Keefe, Bruyette & Woods, Inc. and other underwriters.

Under what registration statement is CĪON’s notes offering being made?

The notes offering is being made under CĪON Investment Corporation’s effective shelf registration statement on Form N-2, Registration No. 333-278658. It is supplemented by a preliminary prospectus supplement dated February 2, 2026 and a final prospectus supplement dated the same day.

Who is acting as representative of the underwriters for the CĪON notes?

Keefe, Bruyette & Woods, Inc. is acting as representative of the several underwriters for CĪON Investment Corporation’s 7.50% Notes due 2031 offering. The underwriting agreement is among CĪON, CION Investment Management, LLC as investment adviser, and Keefe, Bruyette & Woods, Inc.

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Accepted by SEC EDGAR 02/04/2026 - 05:16 PM Learn about SEC filing dates

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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): February 4, 2026 (February 2, 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

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 1.01. Entry into a Material Definitive Agreement

Underwriting Agreement

On February 2, 2026, CĪON Investment Corporation (“CION”) entered into an underwriting agreement (the “Underwriting Agreement”) with CION Investment Management, LLC, CION’s investment adviser, and Keefe, Bruyette & Woods, Inc., as representative of each of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $125.0 million aggregate principal amount of CION’s 7.50% Notes due 2031 (the “Notes”). The closing of this offering (the “Offering”) is expected to occur on February 9, 2026, subject to customary closing conditions. CION also granted the underwriters a 30-day option to purchase up to an additional $18.75 million in aggregate principal amount of the Notes to cover overallotments, if any.

The Offering was made pursuant to CION’s effective shelf registration statement on Form N-2 (Registration No. 333-278658) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 2, 2026 and a final prospectus supplement dated February 2, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of February 2, 2026, by and among CĪON Investment Corporation, CION Investment Management, LLC and Keefe, Bruyette & Woods, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: February 4, 2026	CĪON INVESTMENT CORPORATION
	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-Chief Executive Officer