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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): March 12, 2026 (March 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 |
| 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 (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 2.02. Results of Operations and Financial
Condition.
Monthly
Base Distributions for Q2 2026
The
board of directors (the “Board”) of CĪON Investment Corporation (“CION”) has delegated to CION’s executive
officers the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which will
be ratified by the Board on a quarterly basis.
On
March 9, 2026, CION’s 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 |
| 3/9/2026 |
4/10/2026 |
4/24/2026 |
$0.10 |
| 3/9/2026 |
5/15/2026 |
5/29/2026 |
$0.10 |
| 3/9/2026 |
6/12/2026 |
6/26/2026 |
$0.10 |
| |
|
|
|
| |
|
Total Q2 2026: |
$0.30 |
A
copy of a press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Q4
and YE 2025 Financial Results
On
March 12, 2026, CION issued a press release announcing its financial results for the fourth quarter and year ended December 31,
2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In
connection with its conference call to be held on March 12, 2026 to discuss its financial results for the fourth quarter and year
ended December 31, 2025, CION has provided an accompanying slide presentation in the Investor Resources section of its website
at www.cionbdc.com. A copy of the presentation is also attached hereto as Exhibit 99.2 and incorporated by reference
herein.
The
information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and shall not be
deemed “filed” by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item 7.01. Regulation
FD Disclosure.
The
information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Item 9.01.
Financial Statements and Exhibits.
| 99.1 |
Press
Release dated March 12, 2026. |
| 99.2 |
CĪON Investment Corporation Fourth Quarter 2025 Earnings
Presentation. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
|
CĪON Investment Corporation
|
| Date: |
March 12, 2026 |
By: |
/s/
Michael A. Reisner |
| |
|
Co-Chief Executive Officer |
Exhibit 99.1
CION INVESTMENT CORPORATION REPORTS FOURTH QUARTER
AND YEAR END 2025 FINANCIAL RESULTS
For Immediate Release
NEW YORK, NY, March 12, 2026 — CION
Investment Corporation (NYSE: CION) (“CION” or the “Company”) today reported financial results for the fourth
quarter and year ended December 31, 2025 and filed its Form 10-K with the U.S. Securities and Exchange Commission.
CION also announced that, on March 9, 2026,
its 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 on April 24, May 29, and June 26, 2026, respectively, to shareholders of record as of April 10,
May 15, and June 12, 2026, respectively.
FOURTH QUARTER AND OTHER HIGHLIGHTS
| · | Net investment income and earnings per share for the quarter ended December 31, 2025 were $0.35 per
share and $(0.80) per share, respectively; |
| · | Net asset value per share was $13.76 as of December 31, 2025 compared to $14.86 as of September 30,
2025, a decrease of $1.10 per share, or 7.4%. The decrease was primarily due to mark-to-market price adjustments to certain investments
in the Company’s equity portfolio during the quarter ended December 31, 2025; |
| · | As of December 31, 2025, the Company had $1.14 billion of total principal amount of debt outstanding,
of which 35% was comprised of senior secured bank debt and 65% was comprised of unsecured debt. The Company’s net debt-to-equity
ratio was 1.44x as of December 31, 2025 compared to 1.28x as of September 30, 2025; |
| · | As of December 31, 2025, the Company had total investments at fair value of $1.70 billion in 89 portfolio
companies across 22 industries. The investment portfolio was comprised of 80.8% in first lien investments;1 |
| · | During the quarter, the Company funded new investment commitments of $66 million, funded previously unfunded
commitments of $12 million, and had sales and repayments totaling $79 million, resulting in a net decrease to the Company's funded portfolio
of $1 million; |
| · | As of December 31, 2025, investments on non-accrual status amounted to 1.78% and 4.32% of the total
investment portfolio at fair value and amortized cost, respectively, compared to 1.75% and 4.08%, respectively, as of September 30,
2025; |
| · | During the quarter, the Company repurchased 555,652 shares of its common stock under its 10b5-1 trading
plan at an average price of $9.37 per share for a total repurchase amount of $5.2 million. Through December 31, 2025, the Company
repurchased a total of 5,540,574 shares of its common stock under its 10b5-1 trading plan at an average price of $10.02 per share for
a total repurchase amount of $55.5 million; |
| · | On December 16, 2025, the Company entered into a note purchase agreement with certain institutional investors
in connection with the Company's issuance of $172.5 million aggregate principal amount of its senior unsecured notes, consisting of (i)
$125 million in aggregate principal amount of its 7.70% fixed rate senior unsecured notes due 2029 and (ii) $47.5 million in aggregate
principal amount of its 7.41% fixed rate senior unsecured notes due 2027; |
| · | On December 29, 2025, the Company fully repaid all outstanding principal and interest on and otherwise
satisfied all its obligations under its $125 million 2026 Notes using a portion of the net proceeds from the Company's issuance of the
senior unsecured notes on December 16, 2025; and |
| · | On February 9, 2026, the Company completed a public baby bond offering in the U.S. pursuant to which the
Company issued $135 million in aggregate principal amount of its 7.50% fixed rate senior unsecured notes due 2031, which listed and commenced
trading on the NYSE under the ticker symbol “CICC” on February 12, 2026. |
DISTRIBUTIONS
| · | For the quarter ended December 31, 2025, the Company paid a quarterly base distribution totaling
$18.6 million, or $0.36 per share, on December 15, 2025 to shareholders of record as of December 1, 2025; and |
| · | On January 6, 2026, the Company’s 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 on January 30,
February 27, and March 27, 2026, respectively, to shareholders of record as of January 16, February 13, and March 13,
2026, respectively. |
Michael A. Reisner, co-Chief Executive Officer
of CION, commented:
“We believe that our core first lien portfolio,
which represents approximately 81% of our investments, continues to perform well — weighted average interest coverage increased
to 2.26 times from 1.94 times in the prior quarter. We also believe that our intentionally low software exposure of 1.8% reflects the
defensive construction of our book. While fourth quarter NAV was impacted by unrealized mark-to-market adjustments in a handful of equity
positions, we successfully raised $307.5 million in unsecured debt capital during and subsequent to the quarter, and we remain confident
in the durability of our first lien focused strategy heading into 2026.”
SELECTED FINANCIAL HIGHLIGHTS
| | |
As of | |
| (in thousands, except per share data and ratios) | |
December 31, 2025 | | |
September 30, 2025 | |
| Investment portfolio, at fair value1 | |
$ | 1,696,980 | | |
$ | 1,738,184 | |
| Total debt outstanding2 | |
$ | 1,139,844 | | |
$ | 1,092,344 | |
| Net assets | |
$ | 707,628 | | |
$ | 772,506 | |
| Net asset value per share | |
$ | 13.76 | | |
$ | 14.86 | |
| Debt-to-equity | |
| 1.61 | x | |
| 1.41 | x |
| Net debt-to-equity | |
| 1.44 | x | |
| 1.28 | x |
| | |
Three Months Ended | |
| (in thousands, except share and per share data) | |
December 31, 2025 | | |
September 30, 2025 | |
| Total investment income | |
$ | 53,792 | | |
$ | 78,711 | |
| Total operating expenses and income tax expense | |
$ | 35,493 | | |
$ | 40,144 | |
| Net investment income after taxes | |
$ | 18,299 | | |
$ | 38,567 | |
| Net realized gains (losses) | |
$ | 118 | | |
$ | (9,605 | ) |
| Net unrealized (losses) gains | |
$ | (59,537 | ) | |
$ | 6,916 | |
| Net (decrease) increase in net assets resulting from operations | |
$ | (41,120 | ) | |
$ | 35,878 | |
| | |
| | | |
| | |
| Net investment income per share | |
$ | 0.35 | | |
$ | 0.74 | |
| Net realized and unrealized losses per share | |
$ | (1.15 | ) | |
$ | (0.05 | ) |
| Earnings per share | |
$ | (0.80 | ) | |
$ | 0.69 | |
| | |
| | | |
| | |
| Weighted average shares outstanding | |
| 51,616,723 | | |
| 52,065,707 | |
| Distributions declared per share | |
$ | 0.36 | | |
$ | 0.36 | |
Total investment income for the three months ended
December 31, 2025 and September 30, 2025 was $53.8 million and $78.7 million, respectively. The decrease in total investment income
was primarily driven by lower interest income earned as a result of certain investment restructurings and lower transaction fees earned
from origination and restructuring activities during the quarter ended December 31, 2025 compared to the quarter ended September 30,
2025.
Operating expenses for the three months ended
December 31, 2025 and September 30, 2025 were $35.5 million and $40.1 million, respectively. The decrease in operating expenses
was driven primarily by lower advisory fees due to lower total investment income during the quarter ended December 31, 2025 compared
to the quarter ended September 30, 2025.
PORTFOLIO AND INVESTMENT ACTIVITY1
A summary of the Company's investment activity for the three months
ended December 31, 2025 is as follows:
| | |
New Investment
Commitments | | |
Sales and Repayments | |
| Investment Type | |
$ in
Thousands | | |
% of Total | | |
$ in
Thousands | | |
% of Total | |
| Senior secured first lien debt | |
$ | 71,064 | | |
| 93 | % | |
$ | 79,128 | | |
| 100 | % |
| Collateralized securities and structured products - equity | |
| 1,003 | | |
| 1 | % | |
| — | | |
| — | |
| Equity | |
| 4,206 | | |
| 6 | % | |
| — | | |
| — | |
| Total | |
$ | 76,273 | | |
| 100 | % | |
$ | 79,128 | | |
| 100 | % |
During the three months ended December 31,
2025, new investment commitments were made across 1 new and 14 existing portfolio companies. During the same period, the Company received
the full repayment on investments in 2 portfolio companies and wrote-off the remaining investment in 1 portfolio company. As a result,
the number of portfolio companies decreased from 91 as of September 30, 2025 to 89 as of December 31, 2025.
PORTFOLIO SUMMARY1
As of December 31, 2025, the Company’s investments consisted
of the following:
| | |
Investments at Fair Value | |
| Investment Type | |
$ in
Thousands | | |
%
of Total | |
| Senior secured first lien debt | |
$ | 1,370,525 | | |
| 80.8 | % |
| Senior secured second lien debt | |
| — | | |
| — | |
| Collateralized securities and structured products - equity | |
| 5,028 | | |
| 0.3 | % |
| Unsecured debt | |
| 6,639 | | |
| 0.4 | % |
| Equity | |
| 314,788 | | |
| 18.5 | % |
| Total | |
$ | 1,696,980 | | |
| 100.0 | % |
The following table presents certain selected information regarding
the Company’s investments:
| | |
As of | |
| | |
December 31, 2025 | | |
September 30, 2025 | |
| Number of portfolio companies | |
| 89 | | |
| 91 | |
| Percentage of performing loans bearing a floating rate3 | |
| 88.7 | % | |
| 89.3 | % |
| Percentage of performing loans bearing a fixed rate3 | |
| 11.3 | % | |
| 10.7 | % |
| Yield on debt and other income producing investments at amortized cost4 | |
| 10.72 | % | |
| 10.85 | % |
| Yield on performing loans at amortized cost4 | |
| 11.29 | % | |
| 11.42 | % |
| Yield on total investments at amortized cost | |
| 9.15 | % | |
| 9.31 | % |
| Weighted average leverage (net debt/EBITDA)5 | |
| 4.70 | x | |
| 5.15 | x |
| Weighted average interest coverage5 | |
| 2.26 | x | |
| 1.94 | x |
| Median EBITDA6 | |
| $35.9 million | | |
| $34.6 million | |
As of December 31, 2025, investments on non-accrual
status represented 1.78% and 4.32% of the total investment portfolio at fair value and amortized cost, respectively. As of September 30,
2025, investments on non-accrual status represented 1.75% and 4.08% of the total investment portfolio at fair value and amortized cost,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025, the Company had
$1,140 million of total principal amount of debt outstanding, comprised of $400 million of outstanding borrowings under its senior secured
credit facilities and $740 million of unsecured notes and term loans. The combined weighted average interest rate on debt outstanding
was 7.35% for the quarter ended December 31, 2025. As of December 31, 2025, the Company had $124 million in cash and short-term
investments and $100 million available under its financing arrangements.2
EARNINGS CONFERENCE CALL
CION will host an earnings conference call on
Thursday, March 12, 2026 at 11:00 am Eastern Time to discuss its financial results for the fourth quarter and year ended December 31,
2025. Please visit the Investor Resources - Earnings Presentation section of the Company’s website at www.cionbdc.com for a slide
presentation that complements the earnings conference call.
All interested parties are invited to participate
via telephone or listen via the live webcast, which can be accessed by clicking the following link: CION Investment Corporation Fourth
Quarter and Year End Conference Call. Domestic callers can access the conference call by dialing (877) 484-6065. International callers
can access the conference call by dialing +1 (201) 689-8846. All callers are asked to dial in approximately 10 minutes prior to the call.
An archived replay will be available on a webcast link located in the Investor Resources - Earnings Call section of CION’s website.
ENDNOTES
| 1) | The discussion of the investment portfolio excludes short-term investments. |
| 2) | Total debt outstanding excludes netting of debt issuance costs of $14.3 million and $13.8 million as of
December 31, 2025 and September 30, 2025, respectively. |
| 3) | The fixed versus floating rate composition has been calculated as a percentage of performing debt investments
measured on a fair value basis, including income producing preferred stock investments and excludes investments, if any, on non-accrual
status. |
| 4) | Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and
discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing
debt and other income producing investments (excluding investments on non-accrual status) at amortized cost. This calculation excludes
exit fees that are receivable upon repayment of the investment. |
| 5) | For a particular portfolio company, the Company calculates the level of contractual indebtedness net of
cash (“net debt”) owed by the portfolio company and compares that amount to measures of cash flow available to service the
net debt. To calculate net debt, the Company includes debt that is both senior and pari passu to the tranche of debt owned by it but excludes
debt that is legally and contractually subordinated in ranking to the debt owned by the Company. The Company believes this calculation
method assists in describing the risk of its portfolio investments, as it takes into consideration contractual rights of repayment of
the tranche of debt owned by the Company relative to other senior and junior creditors of a portfolio company. The Company typically calculates
cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net
debt to EBITDA is weighted based on the fair value of the Company's performing debt investments and excluding investments where net debt
to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and
covenanted based on recurring revenue. |
For a particular portfolio company,
the Company also calculates the level of contractual interest expense owed by the portfolio company and compares that amount to EBITDA
(“interest coverage ratio”). The Company believes this calculation method assists in describing the risk of its portfolio
investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage
is weighted based on the fair value of the Company's performing debt investments, and excludes investments where interest coverage may
not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted
based on recurring revenue.
Portfolio company statistics, including
EBITDA, are derived from the financial statements most recently provided to the Company for each portfolio company as of the reported
end date. Statistics of the portfolio companies have not been independently verified by the Company and may reflect a normalized or adjusted
amount.
| 6) | Median EBITDA is calculated based on the portfolio company's EBITDA as of the Company's initial investment. |
CĪON Investment Corporation
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
| | |
December 31, 2025 | | |
September 30, 2025 | |
| | |
| | |
(unaudited) | |
| Assets |
| Investments, at fair value: | |
| | | |
| | |
| Non-controlled, non-affiliated investments (amortized cost of $1,238,358 and $1,272,011, respectively) | |
$ | 1,158,985 | | |
$ | 1,204,003 | |
| Non-controlled, affiliated investments (amortized cost of $360,895 and $339,972, respectively) | |
| 364,335 | | |
| 363,771 | |
| Controlled investments (amortized cost of $342,843 and $298,172, respectively) | |
| 289,670 | | |
| 272,810 | |
| Total investments, at fair value (amortized cost of $1,942,096 and $1,910,155, respectively) | |
| 1,812,990 | | |
| 1,840,584 | |
| Cash | |
| 8,159 | | |
| 3,931 | |
| Interest receivable on investments | |
| 27,979 | | |
| 31,192 | |
| Receivable due on investments sold and repaid | |
| 3,699 | | |
| 5,218 | |
| Prepaid expenses and other assets | |
| 1,973 | | |
| 3,019 | |
| Total assets | |
$ | 1,854,800 | | |
$ | 1,883,944 | |
| | |
| | | |
| | |
| Liabilities and Shareholders' Equity | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Financing arrangements (net of unamortized debt issuance costs of $14,263 and $13,822, respectively) | |
$ | 1,125,580 | | |
$ | 1,078,522 | |
| Payable for investments purchased | |
| 2,529 | | |
| 9,277 | |
| Accounts payable and accrued expenses | |
| 785 | | |
| 1,154 | |
| Interest payable | |
| 5,764 | | |
| 6,194 | |
| Accrued management fees | |
| 6,423 | | |
| 6,571 | |
| Accrued subordinated incentive fee on income | |
| 3,882 | | |
| 8,181 | |
| Accrued administrative services expense | |
| 2,182 | | |
| 1,499 | |
| Share repurchases payable | |
| 27 | | |
| 40 | |
| Total liabilities | |
| 1,147,172 | | |
| 1,111,438 | |
| | |
| | | |
| | |
| Shareholders' Equity | |
| | | |
| | |
| Common stock, $0.001 par value; 500,000,000 shares
authorized; 51,420,629 and 51,975,626 shares issued, and 51,417,866 and 51,973,518 shares outstanding, respectively | |
| 51 | | |
| 52 | |
| Capital in excess of par value | |
| 1,004,496 | | |
| 1,009,701 | |
| Accumulated distributable losses | |
| (296,919 | ) | |
| (237,247 | ) |
| Total shareholders' equity | |
| 707,628 | | |
| 772,506 | |
| Total liabilities and shareholders' equity | |
$ | 1,854,800 | | |
$ | 1,883,944 | |
| Net asset value per share of common stock at end of period | |
$ | 13.76 | | |
$ | 14.86 | |
CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| | |
Three Months Ended
December 31, | | |
Year Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(unaudited) | | |
(unaudited) | | |
| | |
| |
| Investment income | |
| | | |
| | | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
$ | 26,919 | | |
$ | 31,289 | | |
$ | 123,768 | | |
$ | 165,786 | |
| Paid-in-kind interest income | |
| 4,525 | | |
| 11,586 | | |
| 29,782 | | |
| 31,397 | |
| Fee income | |
| 4,159 | | |
| 3,754 | | |
| 9,447 | | |
| 9,865 | |
| Dividend income | |
| 407 | | |
| 371 | | |
| 2,660 | | |
| 5,855 | |
| Non-controlled, affiliated investments | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 3,225 | | |
| 2,095 | | |
| 8,550 | | |
| 6,426 | |
| Paid-in-kind interest income | |
| 3,018 | | |
| 2,810 | | |
| 13,627 | | |
| 11,692 | |
| Fee income | |
| 275 | | |
| 50 | | |
| 975 | | |
| 3,648 | |
| Dividend income | |
| 4,645 | | |
| 282 | | |
| 5,645 | | |
| 411 | |
| Controlled investments | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 2,920 | | |
| 3,584 | | |
| 30,896 | | |
| 12,970 | |
| Paid-in-kind interest income | |
| 3,385 | | |
| — | | |
| 5,821 | | |
| — | |
| Fee income | |
| 314 | | |
| 2,073 | | |
| 9,650 | | |
| 4,382 | |
| Total investment income | |
| 53,792 | | |
| 57,894 | | |
| 240,821 | | |
| 252,432 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Management fees | |
| 6,422 | | |
| 6,762 | | |
| 26,076 | | |
| 27,321 | |
| Administrative services expense | |
| 1,480 | | |
| 1,261 | | |
| 5,180 | | |
| 4,783 | |
| Subordinated incentive fee on income | |
| 3,882 | | |
| 3,963 | | |
| 19,736 | | |
| 20,334 | |
| General and administrative | |
| 1,456 | | |
| 1,859 | | |
| 6,334 | | |
| 7,157 | |
| Interest expense | |
| 22,253 | | |
| 25,244 | | |
| 90,540 | | |
| 96,870 | |
| Total operating expenses | |
| 35,493 | | |
| 39,089 | | |
| 147,866 | | |
| 156,465 | |
| Net investment income before taxes | |
| 18,299 | | |
| 18,805 | | |
| 92,955 | | |
| 95,967 | |
| Income tax expense (benefit), including excise tax | |
| — | | |
| 119 | | |
| (85 | ) | |
| 107 | |
| Net investment income after taxes | |
| 18,299 | | |
| 18,686 | | |
| 93,040 | | |
| 95,860 | |
| Realized and unrealized gains (losses) | |
| | | |
| | | |
| | | |
| | |
| Net realized gains (losses) on: | |
| | | |
| | | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| 118 | | |
| (5,383 | ) | |
| (39,569 | ) | |
| (24,367 | ) |
| Non-controlled, affiliated investments | |
| — | | |
| 3,145 | | |
| — | | |
| (3,946 | ) |
| Net realized gains (losses) | |
| 118 | | |
| (2,238 | ) | |
| (39,569 | ) | |
| (28,313 | ) |
| Net change in unrealized (depreciation) appreciation on: | |
| | | |
| | | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| (13,489 | ) | |
| 1,124 | | |
| (42,242 | ) | |
| (8,218 | ) |
| Non-controlled, affiliated investments | |
| (17,202 | ) | |
| (4,358 | ) | |
| 10,757 | | |
| 5,059 | |
| Controlled investments | |
| (28,846 | ) | |
| (7,756 | ) | |
| (42,617 | ) | |
| (30,486 | ) |
| Net change in unrealized depreciation | |
| (59,537 | ) | |
| (10,990 | ) | |
| (74,102 | ) | |
| (33,645 | ) |
| Net realized and unrealized losses | |
| (59,419 | ) | |
| (13,228 | ) | |
| (113,671 | ) | |
| (61,958 | ) |
| Net (decrease) increase in net assets resulting from operations | |
$ | (41,120 | ) | |
$ | 5,458 | | |
$ | (20,631 | ) | |
$ | 33,902 | |
| Per share information—basic and diluted | |
| | | |
| | | |
| | | |
| | |
| Net (decrease) increase in net assets per share resulting from operations | |
$ | (0.80 | ) | |
$ | 0.10 | | |
$ | (0.39 | ) | |
$ | 0.63 | |
| Net investment income per share | |
$ | 0.35 | | |
$ | 0.35 | | |
$ | 1.78 | | |
$ | 1.79 | |
| Weighted average shares of common stock outstanding | |
| 51,616,723 | | |
| 53,268,577 | | |
| 52,341,612 | | |
| 53,564,788 | |
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly
listed business development company that had approximately $1.9 billion in total assets as of December 31, 2025. CION seeks to generate
current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market
companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information,
please visit www.cionbdc.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking
statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology
such as “may,” “will,” “should,” “expect,” “anticipate,” “project,”
“target,” “estimate,” “intend,” “continue,” or “believe” or the negatives
thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because
they discuss CION’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition
and other similar matters. These statements represent CION’s belief regarding future events that, by their nature, are uncertain
and outside of CION’s control. There are likely to be events in the future, however, that CION is not able to predict accurately
or control. Any forward-looking statement made by CION in this press release speaks only as of the date on which it is made. Factors
or events that could cause CION’s actual results to differ, possibly materially from its expectations, include, but are not limited
to, the risks, uncertainties and other factors CION identifies in the sections entitled “Risk Factors” and “Forward-Looking
Statements” in filings CION makes with the SEC, and it is not possible for CION to predict or identify all of them. CION undertakes
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
OTHER INFORMATION
The information in this press release is summary
information only and should be read in conjunction with CION’s Annual Report on Form 10-K, which CION filed with the SEC on
March 12, 2026, as well as CION’s other reports filed with the SEC. A copy of CION’s Annual Report on Form 10-K
and CION’s other reports filed with the SEC can be found on CION’s website at www.cionbdc.com and the SEC’s
website at www.sec.gov.
CONTACTS
Media and Investor Relations
general@cioninvestments.com
Exhibit 99.2

CION Investment Corporation Fourth Quarter 2025 Earnings Presentation

Disclosures and Forward - Looking Statements 2 The information contained in this earnings presentation should be viewed in conjunction with the earnings conference call of CION Investment Corporation (NYSE : CION) (“CION” or the “Company”) held on Thursday, March 12 , 2026 as well as the Company’s Annual Report on Form 10 - K for the year ended December 31 , 2025 that was filed with the Securities and Exchange Commission (the “SEC”) on March 12 , 2026 . The information contained herein may not be used, reproduced or distributed to others, in whole or in part, for any other purpose without the prior written consent of the Company . This earnings presentation may contain forward - looking statements that involve substantial risks and uncertainties, including the impact of tariffs and trade disputes with other countries, changes in inflation, high interest rates and the risk of recession on the business, future operating results, access to capital and liquidity of the Company and its portfolio companies . You can identify these statements by the use of forward - looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology, including references to assumptions, forecasts of future results, shareholder diversification, institutional research coverage and availability and access to capital . You should read statements that contain these words carefully because they discuss the Company’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters . These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside of the Company’s control, such as the price at which the Company’s shares of common stock and other securities will trade on the NYSE . Any forward - looking statement made by the Company in this earnings presentation speaks only as of the date on which the Company makes it . Factors or events that could cause the Company’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors the Company identifies in the sections entitled “Risk Factors” and “Forward - Looking Statements” in filings the Company makes with the SEC, and it is not possible for the Company to predict or identify all of them . The Company undertakes no obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . This earnings presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy the Company’s common stock or any other securities nor will there be any sale of common stock or any other securities referred to in this earnings presentation in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction . Nothing in these materials should be construed as a recommendation to invest in any securities that may be issued by the Company or as legal, accounting or tax advice . An investment in securities of the type described herein presents certain risks . The Company is managed by CION Investment Management, LLC, an affiliate of the Company . Nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance . The information contained in this earnings presentation is summary information that is intended to be considered in the context of other public announcements that the Company may make, by press release or otherwise, from time to time . The Company undertakes no duty or obligation to publicly update or revise the information contained in this earnings presentation, except as required by law . These materials contain information about the Company, certain of its personnel and affiliates and its historical performance . You should not view information related to past performance of the Company as indicative of its future results, the achievement of which cannot be assured . Past performance does not guarantee future results, which may vary . The value of investments and the income derived from investments will fluctuate and can go down as well as up . A loss of principal may occur .

3 1. The discussion of the investment portfolio excludes short term investments. Fourth Quarter and Other Highlights – Ended December 31, 2025 • Net investment income and earnings per share for the quarter ended December 31 , 2025 were $ 0 . 35 per share and $ ( 0 . 80 ) per share, respectively ; • Net asset value per share was $ 13 . 76 as of December 31 , 2025 , compared to $ 14 . 86 as of September 30 , 2025 , a decrease of $ 1 . 10 per share, or 7 . 4 % . The decrease was primarily due to mark - to - market price adjustments to certain investments in the Company’s equity portfolio during the quarter ended December 31 , 2025 ; • As of December 31 , 2025 , the Company had $ 1 . 14 billion of total principal amount of debt outstanding, of which 35 % was comprised of senior secured bank debt and 65 % was comprised of unsecured debt . The Company’s net debt - to - equity ratio was 1 . 44 x as of December 31 , 2025 compared to 1 . 28 x as of September 30 , 2025 ; • As of December 31 , 2025 , the Company had total investments at fair value of $ 1 . 70 billion in 89 portfolio companies across 22 industries . The investment portfolio was comprised of 80 . 8 % in first lien investments ; 1 • During the quarter, the Company funded new investment commitments of $ 66 million, funded previously unfunded commitments of $ 12 million, and had sales and repayments totaling $ 79 million, resulting in a net decrease to the Company's funded portfolio of $ 1 million ; • As of December 31 , 2025 , investments on non - accrual status amounted to 1 . 78 % and 4 . 32 % of the total investment portfolio at fair value and amortized cost, respectively, compared to 1 . 75 % and 4 . 08 % , respectively, as of September 30 , 2025 ; • During the quarter, the Company repurchased 555 , 652 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 9 . 37 per share for a total repurchase amount of $ 5 . 2 million . Through December 31 , 2025 , the Company repurchased a total of 5 , 540 , 574 shares of its common stock under its 10 b 5 - 1 trading plan at an average price of $ 10 . 02 per share for a total repurchase amount of $ 55 . 5 million ; • On December 16 , 2025 , the Company entered into a note purchase agreement with certain institutional investors in connection with the Company's issuance of $ 172 . 5 million aggregate principal amount of its senior unsecured notes, consisting of (i) $ 125 million in aggregate principal amount of its 7 . 70 % fixed rate senior unsecured notes due 2029 and (ii) $ 47 . 5 million in aggregate principal amount of its 7 . 41 % fixed rate senior unsecured notes due 2027 ; • On December 29 , 2025 , the Company fully repaid all outstanding principal and interest on and otherwise satisfied all its obligations under its $ 125 million 2026 Notes using a portion of the net proceeds from the Company's issuance of the senior unsecured notes on December 16 , 2025 ; and • On February 9 , 2026 , the Company completed a public baby bond offering in the U . S . pursuant to which the Company issued $ 135 million in aggregate principal amount of its 7 . 50 % fixed rate senior unsecured notes due 2031 , which listed and commenced trading on the NYSE under the ticker symbol “CICC” on February 12 , 2026 . DISTRIBUTIONS • For the quarter ended December 31 , 2025 , the Company paid a quarterly base distribution totaling $ 18 . 6 million, or $ 0 . 36 per share on December 15 , 2025 to shareholders of record as of December 1 , 2025 ; • On January 6 , 2026 , the Company’s 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 on January 30 , February 27 , and March 27 , 2026 , respectively, to shareholders of record as of January 16 , February 13 , and March 13 , 2026 , respectively ; and • On March 9 , 2026 , the Company’s 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 on April 24 , May 29 , and June 26 , 2026 , respectively, to shareholders of record as of April 10 , May 15 , and June 12 , 2026 , respectively .

4 Selected Financial Highlights 1. The discussion of the investment portfolio excludes short term investments. 2. Total debt outstanding excludes netting of debt issuance costs. Please refer to page 10 for debt net of issuance costs. 3. Includes a special distribution of $0.05 per share during the quarter ended December 31, 2024. Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 ($ in millions) $1,820 $1,792 $1,766 $1,738 $1,697 Investment portfolio, at fair value (1) $1,117 $1,117 $1,117 $1,092 $1,140 Total debt outstanding (2) $821 $757 $759 $773 $708 Net assets 1.36x 1.48x 1.47x 1.41x 1.61x Debt - to - equity 1.27x 1.39x 1.39x 1.28x 1.44x Net debt - to - equity $57.9 $56.1 $52.5 $78.7 $53.8 Total investment income $18.7 $19.3 16..9 $38.6 $18.3 Net investment income $(13.2) $(62.0) $10.4 $(2.7) $(59.4) Net realized and unrealized (losses) gains $5.5 $(42.7) $27.3 $35.9 $(41.1) Net (decrease) increase in net assets resulting from operations Per Share Data $15.43 $14.28 $14.50 $14.86 $13.76 Net asset value per share $0.35 $0.36 $0.32 $0.74 $0.35 Net investment income per share $(0.25) $(1.16) $0.20 $(0.05) $(1.15) Net realized and unrealized (losses) gains per share $0.10 $(0.80) $0.52 $0.69 $(0.80) Earnings per share $0.41 $0.36 $0.36 $0.36 $0.36 Distributions declared per share (3)

Investment Activity • New investment commitments for the quarter were $76 million, of which $66 million were funded and $10 million were unfunded. • New investment commitments were made across 1 new and 14 existing portfolio companies. • Fundings of previously unfunded commitments for the quarter were $12 million. • Sales and repayments totaled $79 million for the quarter, which included the full exit of investments in 3 portfolio companie s. 1 Note - The discussion of the investment portfolio excludes short term investments. Unfunded commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, whi ch may be shorter than the loan’s maturity date. 5 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 ($ in millions) $106 $65 $41 $73 $76 New investment commitments $100 $55 $29 $65 $66 Funded $6 $10 $12 $8 $10 Unfunded $12 $10 $10 $17 $12 Fundings of previously unfunded commitments $(47) $(36) $(86) $(148) $(79) Repayments $(1) $(13) $(2) $(3) $0 Sales $64 $16 $(49) $(69) $(1) Net funded investment activity 105 104 99 91 89 Total Portfolio Companies 1 The Company wrote off its entire investment in 1 portfolio company and 2 portfolio companies repaid the Company's loans in fu ll during the quarter ended December 31, 2025.

6 Portfolio Asset Composition * Less than 1%. The discussion of the investment portfolio is at fair value and excludes short term investments. 96% 93% 100% 79% 1% 87% 19% 0%* 0%* 0%* 0%* 0%* 0%* 1% 86% 1% 12% 81% 13% 0% 85% 1% 19% 14% 1% 0%* 94% 5% 80% 0%* 0%* 0%* 6% 1% 20% 1% 2% 2 %

7 INTERNAL INVESTMENT RISK RATINGS (1) (% of Total Portfolio, Fair Value) Q4 2025 NON - ACCRUAL % (1) Higher Credit Quality Lower Credit Quality Credit Quality of Investments 1. The discussion of the investment portfolio excludes short term investments. * - Less than 1%. Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Rating 2.0% 2.3% 3.2% 1.5% 8.2% 1 85.8% 86.1% 83.4% 85.7% 77.9% 2 10.6% 10.3% 11.6% 10.4% 11.5% 3 1.3% 0.9% 1.4% 2.1% 1.9% 4 0.3% 0.4% 0.4% 0.3% 0.5% 5 100.0% 100.0% 100.0% 100.0% 100.0% Total

PORTFOLIO BY SECURITY TYPE (4) PORTFOLIO BY INTEREST RATE TYPE (4) Portfolio Summary 8 ( 1 ) See endnote 4 in our press release filed with the SEC on March 12 , 2026 . ( 2 ) See endnote 5 in our press release filed with the SEC on March 12 , 2026 . ( 3 ) See endnote 6 in our press release filed with the SEC on March 12 , 2026 . ( 4 ) The discussion of the investment portfolio excludes short term investments . Portfolio Characteristics (as of December 31, 2025) (4) Investment Portfolio $1,744.8 million Total investments and unfunded commitments $47.8 million Unfunded commitments $1,697.0 million Investments at fair value 10.72 % Yield on debt and other income producing investments at amortized cost (1) 11.29 % Yield on performing loans at amortized cost (1) 9.15 % Yield on total investments at amortized cost Portfolio Companies 89 Number of portfolio companies 4.70x Weighted average leverage (net debt/EBITDA) (2) 2.26x Weighted average interest coverage (2) $35.9 million Median EBITDA (3) Industry Diversification (4) % of Investment Portfolio Industry 14.7 % Services: Business 11.3 % Healthcare & Pharmaceuticals 11.0 % Retail 8.6 % Energy: Oil & Gas 7.2 % Media: Diversified & Production 47.2 % Other (≤ 7.2% each) 80.8% Senior Secured Debt Investments - Less than 1%

Quarterly Operating Results 9 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 All figures in thousands, except share and per share data Investment income $ 51,364 $ 51,394 $ 48,881 $ 68,177 $ 43,992 Interest income (1) 653 697 1,651 905 5,052 Dividend income 5,877 3,983 1,712 9,629 4,748 Fee income $ 57,894 $ 56,074 $ 52,244 $ 78,711 $ 53,792 Total investment income Expenses $ 6,762 $ 6,625 $ 6,497 $ 6,532 $ 6,422 Management fees 25,244 22,998 22,637 22,652 22,253 Interest and other debt expenses 3,963 4,084 3,589 8,181 3,882 Incentive fees 3,120 3,115 2,589 2,874 2,936 Other operating expenses $ 39,089 $ 36,822 $ 35,312 $ 40,239 $ 35,493 Total expenses before taxes 119 — 10 (95) — Income tax (benefit) expense, including excise tax $ 18,686 $ 19,252 $ 16,922 $ 38,567 $ 18,299 Net investment income after taxes Net realized gain (loss) and unrealized (depreciation) appreciation on investments $ (2,238) $ 2,294 $ (32,376) $ (9,605) $ 118 Net realized gain (loss) (10,990) (64,251) 42,770 6,916 (59,537) Net change in unrealized (depreciation) appreciation $ (13,228) $ (61,957) $ 10,394 $ (2,689) $ (59,419) Net realized and unrealized (losses) gains $ 5,458 $ (42,705) $ 27,316 $ 35,878 $ (41,120) Net (decrease) increase in net assets resulting from operations Per share data $ 0.35 $ 0.36 $ 0.32 $ 0.74 $ 0.35 Net investment income $ (0.25) $ (1.16) $ 0.20 $ (0.05) $ (1.15) Net realized (loss) gain and unrealized (depreciation) appreciation on investments $ 0.10 $ (0.80) $ 0.52 $ 0.69 $ (0.80) Earnings per share $ 0.41 $ 0.36 $ 0.36 $ 0.36 $ 0.36 Distributions declared per share (2) 53,268,577 53,073,211 52,628,784 52,065,707 51,616,723 Weighted average shares outstanding 53,189,269 53,003,407 52,303,842 51,973,518 51,417,866 Shares outstanding, end of period 1. Includes certain prepayment fees, exit fees, accelerated OID and paid - in - kind interest income. 2. Includes a special distribution of $0.05 per share during the quarter ended December 31, 2024.

Quarterly Balance Sheet 10 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 All figures in thousands, except per share data and asset coverage ratio Assets $ 1,888,688 $ 1,845,660 $ 1,824,628 $ 1,840,584 $ 1,812,990 Investments, at fair value 7,670 7,720 6,533 3,931 8,159 Cash 45,140 40,863 45,246 31,192 27,979 Interest receivable on investments 2,965 1,047 3,408 5,218 3,699 Receivable due on investments sold 1,265 1,033 966 3,019 1,973 Prepaid expenses and other assets $ 1,945,728 $ 1,896,323 $ 1,880,781 $ 1,883,944 $ 1,854,800 Total Assets Liabilities & Net Assets $ 1,099,187 $ 1,099,776 $ 1,101,640 $ 1,078,522 $ 1,125,580 Financing arrangements (net of debt issuance costs) (1) 1,019 1,896 4 9,277 2,529 Payable for investments purchased 1,034 990 1,178 1,154 785 Accounts payable and accrued expenses 8,244 6,475 7,866 6,194 5,764 Interest payable 6,761 6,625 6,497 6,571 6,423 Accrued management fees 3,964 4,084 3,589 8,181 3,882 Accrued subordinated incentive fee on income 2,006 544 1,263 1,499 2,182 Accrued administrative services expense 40 — 134 40 27 Share repurchase payable 2,663 19,149 — — — Shareholder distribution payable $ 1,124,918 $ 1,139,539 $ 1,122,171 $ 1,111,438 $ 1,147,172 Total Liabilities $ 820,810 $ 756,784 $ 758,610 $ 772,506 $ 707,628 Total Net Assets $ 1,945,728 $ 1,896,323 $ 1,880,781 $ 1,883,944 $ 1,854,800 Total Liabilities and Net Assets $ 15.43 $ 14.28 $ 14.50 $ 14.86 $ 13.76 Net Asset Value per share 1.73 1.68 1.68 1.71 1.62 Asset coverage ratio (2) 1. The Company had debt issuance costs of $ 14 , 263 as of December 31 , 2025 , $ 13 , 822 as of September 30 , 2025 , $ 15 , 704 as of June 30 , 2025 , $ 17 , 568 as of March 31 , 2025 and $ 18 , 156 as of December 31 , 2024 . 2. Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) total senior securities outstanding at the end of the period (excluding unfunded commitments), divided by (ii) total senior securities outstanding at the end of the period .

11 Q4 2025 Net Asset Value Bridge Per Share Data

12 2025 Net Asset Value Bridge Per Share Data

13 Maturity Date Interest Rate Principal Amount Outstanding Total Commitment Amount 6/15/2027 S + 2.55% (2) $300 $375 JPM Credit Facility 12/30/2029 7.50% 173 173 7.50% 2029 Notes (1) 12/15/2029 7.70% 125 125 7.70% 2029 Notes 12/15/2027 7.41% 48 48 7.41% 2027 Notes 2/13/2028 S + 2.75% 100 125 UBS Credit Facility 8/31/2026 S + 3.82% 115 115 Series A Unsecured Notes, 2026 (1) 11/8/2027 S + 4.75% 100 100 Floating Rate Unsecured Notes, Tranche A, 2027 (1) 11/8/2027 S + 3.90% 100 100 Floating Rate Unsecured Notes, Tranche B, 2027 (1) 4/27/2027 S + 3.50% 50 50 2022 Unsecured Term Loan (1) 9/30/2027 S + 3.80% 30 30 2024 Unsecured Term Loan (1) 7.35% $1,140 $1,240 Total Debt Debt Summary DEBT MATURITIES* ($ in millions) DEBT SCHEDULE* ($ in millions) $100 million in available capacity within existing senior secured facilities 1. Investment grade credit rating. 2. The Company will pay an annual administrative fee of 0.20% on JPM's total financing commitment.

14 Distribution Per Share and Distribution Coverage 1 1. Includes special year - end and/or supplemental distributions of $0.05 and $0.05 per share during Q2 2024 and Q4 2024, respectivel y. Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 $0.35 $0.74 $0.32 $0.36 $0.35 $0.40 $0.43 $0.60 Net Investment Income (per share) $0.36 $0.36 $0.36 $0.36 $0.41(1) $0.36 $0.41(1) $0.34 Distribution (per share) 0.97x 2.06x 0.89x 1.00x 0.85x 1.11x 1.05x 1.76x Distribution coverage
