CION issues $125M 7.50% notes due 2031

CION Investment Corporation entered into a Second Supplemental Indenture with U.S. Bank Trust Company to issue and sell $125.0 million of its 7.50% Notes due 2031.

Accepted by SEC EDGAR 02/09/2026 - 04:33 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CION Investment Corporation entered into a Second Supplemental Indenture with U.S. Bank Trust Company to issue and sell $125.0 million of its 7.50% Notes due 2031. These unsecured notes pay interest quarterly starting March 30, 2026 and mature on March 31, 2031 unless earlier redeemed.

The notes rank equally with CION’s other unsecured unsubordinated debt, are subordinated to secured borrowings, and are structurally subordinated to subsidiary obligations. CION may redeem the notes, in whole or in part, at $25 per note plus accrued interest on or after March 31, 2028. The notes were issued in a registered public offering, and CION plans to use the net proceeds to pay down borrowings under its senior secured credit facilities.

Insights

Credit & capital structure analyst

CION issues $125M unsecured notes to refinance secured debt.

CION Investment Corporation has issued $125.0 million of 7.50% Notes due 2031 under a supplemental indenture. The notes are unsecured, rank pari passu with existing and future unsecured unsubordinated debt, and sit behind all secured borrowings and subsidiary-level obligations in a liquidation scenario.

The company plans to use the net proceeds to pay down borrowings under its senior secured credit facilities, effectively shifting a portion of funding from secured bank debt to longer-dated unsecured notes. This extends maturity to March 31, 2031 and locks in a fixed coupon of 7.50% with quarterly payments starting March 30, 2026.

The notes are callable at $25 per note plus accrued interest beginning March 31, 2028, giving CION flexibility if future financing terms improve. Indenture covenants tie leverage to Investment Company Act provisions and require financial reporting if Exchange Act reporting ever ceases, providing bondholders with structural protections defined in the document.

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, or exhibit attachments filed with this report.

FAQ

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

What debt did CION Investment Corporation (CICB) issue in February 2026?

CION Investment Corporation issued $125.0 million of 7.50% Notes due 2031. These unsecured notes were sold in a registered public offering and are governed by a Second Supplemental Indenture to CION’s October 2024 base indenture with U.S. Bank Trust Company as trustee.

When do CION Investment Corporation’s 7.50% Notes due 2031 mature and pay interest?

The notes mature on March 31, 2031. They carry a 7.50% annual interest rate, paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, starting on March 30, 2026, providing regular fixed-income cash flows to holders.

How do CION Investment Corporation’s new notes rank in its capital structure?

The 7.50% Notes due 2031 are direct unsecured obligations of CION. They rank pari passu with existing and future unsecured unsubordinated debt, senior to any future preferred stock and subordinated to all existing and future secured debt and subsidiary-level obligations to the extent of underlying collateral.

Can CION Investment Corporation redeem the 7.50% Notes due 2031 early?

Yes. CION may redeem the notes, in whole or in part, at its option on or after March 31, 2028. The redemption price is $25 per note plus accrued and unpaid interest to the redemption date, following 30–60 days’ written notice to holders.

How will CION Investment Corporation use the net proceeds from its 7.50% Notes due 2031?

CION intends to use the net proceeds from the offering of the 7.50% Notes due 2031 to pay down borrowings under its senior secured credit facilities. This reallocates funding from secured bank debt to longer-term unsecured notes, altering the mix of its outstanding obligations.

Under which registration statement were CION Investment Corporation’s 7.50% Notes due 2031 offered?

The notes were offered and sold in a registered public offering under CION’s Form N-2 registration statement No. 333-278658. The transaction used a preliminary prospectus supplement dated February 2, 2026 and a final prospectus supplement of the same date.

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

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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 9, 2026

CĪON Investment Corporation

(Exact name of registrant as specified in its 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 and zip code)

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

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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		Ticker 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On February 9, 2026, in connection with a previously announced public offering, CION Investment Corporation (“CION”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture, dated October 3, 2024, between the Company and the Trustee (together with the Second Supplemental Indenture, the “Indenture”). The Second Supplemental Indenture relates to CION’s issuance, offer and sale of $125.0 million in aggregate principal amount of its 7.50% Notes due 2031 (the “Notes”).

The Notes will mature on March 31, 2031, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 7.50% per year and will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing March 30, 2026. The Notes are CION’s direct unsecured obligations and rank pari passu with CION’s existing and future unsecured, unsubordinated indebtedness; senior to any series of preferred stock that CION may issue in the future; senior to any of CION’s future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to all of CION’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which CION subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of CION’s existing or future subsidiaries.

The Notes may be redeemed in whole or in part at any time or from time to time at CION’s option on or after March 31, 2028, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $25 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.

The Indenture contains certain covenants, including covenants requiring CION to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not CION continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to CION by the Securities and Exchange Commission (the “SEC”) and certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if CION should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to CION’s registration statement on Form N-2 (Registration No. 333-278658) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated February 2, 2026 and a final prospectus supplement dated February 2, 2026. 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 transaction closed on February 9, 2026.

CION intends to use the net proceeds of the offering of the Notes to pay down borrowings under CION’s senior secured credit facilities.

The foregoing descriptions of the Second Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

2

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number		Exhibit
4.1		Second Supplemental Indenture, dated as of February 9, 2026, between the Registrant and U.S. Bank Trust Company, National Association.
4.2		Form of Global Note (included in Exhibit 4.1).
5.1		Opinion of Dechert LLP.
23.1		Consent of Dechert LLP (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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 9, 2026	CION INVESTMENT CORPORATION
	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-Chief Executive Officer

4

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 77.6 KB
• EX-5.1 EXHIBIT 5.1 33.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.0 KB