[8-K] CHIMERA INVESTMENT CORP Reports Material Event

Rhea-AI Filing Summary

Chimera Investment Corporation (CIMO) disclosed actions related to a debt issuance and governing documents on September 16, 2025. The filing references the existing Indenture dated April 13, 2020 and a Fourth Supplemental Indenture dated September 16, 2025, and incorporates by reference a Form of 8.875% Senior Notes due 2030. Proceeds are described as usable for purchases of mortgage-related assets including non-Agency RMBS, Agency RMBS, Agency CMBS, mortgage servicing rights and other targeted assets, and for general corporate purposes such as repayment of outstanding indebtedness, working capital and liquidity needs. The filing includes legal opinions and consents from Venable LLP and Hunton Andrews Kurth LLP, and an Inline XBRL cover page. The document is signed by Miyun Sung, Chief Legal Officer and Secretary.

Positive

• Formal documentation completed for 8.875% Senior Notes due 2030
• Proceeds earmarked for core mortgage assets including non-Agency RMBS and Agency CMBS
• Legal opinions and consents obtained from Venable LLP and Hunton Andrews Kurth LLP

Negative

• High coupon of 8.875% implies relatively costly debt funding
• Proceeds may be used for repayment of indebtedness and general corporate purposes, which can dilute the direct asset-growth impact

Insights

Capital Markets Counsel

TL;DR: Company formatted and documented a new senior note issuance: 8.875% due 2030.

This filing shows Chimera has executed a Fourth Supplemental Indenture (Sept 16, 2025) and incorporated a form of 8.875% Senior Notes due 2030, indicating a structured unsecured debt issuance under the 2020 Indenture.

The inclusion of legal opinions and consents from Venable LLP and Hunton Andrews Kurth LLP is standard for offering documentation and signals legal diligence was completed for the notes.

Credit/Fixed-Income Analyst

TL;DR: Proceeds are targeted at mortgage-related assets and balance sheet flexibility.

The company states proceeds may fund purchases of non-Agency RMBS, Agency RMBS, Agency CMBS, and mortgage servicing rights, or be used to repay debt and support liquidity.

That allocation suggests the issuance is intended to support Chimera’s core investment strategy and short-to-medium term funding needs; the 8.875% coupon reflects the cost of funding embedded in the document.

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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):

September 16, 2025

CHIMERA INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 001-33796

Maryland		26-0630461
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

630 Fifth Avenue, Ste 2400 New York, New York		10111
(Address of principal executive offices)		(Zip Code)

(888) 895-6557

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		CIM		New York Stock Exchange
8.00% Series A Cumulative Redeemable Preferred Stock		CIM PRA		New York Stock Exchange
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock		CIM PRB		New York Stock Exchange
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock		CIM PRC		New York Stock Exchange
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock		CIM PRD		New York Stock Exchange
9.000% Senior Notes due 2029		CIMN		New York Stock Exchange
9.250% Senior Notes due 2029		CIMO		New York Stock Exchange
8.875% Senior Notes due 2030		CIMP		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 16, 2025, Chimera Investment Corporation (the “Company”) completed the issuance and sale of $120.0 million aggregate principal amount of its 8.875% Senior Notes due 2030 (the “Notes”) which includes $5.0 million aggregate principal amount of the Notes issued and sold pursuant to the Underwriters’ (as named in the Underwriting Agreement) partial exercise of their over-allotment option granted pursuant to the Underwriting Agreement, in a public offering pursuant to the Company’s registration statement on Form S-3 (File No. 333-283045) (the “Registration Statement”) and a related prospectus, as supplemented by a prospectus supplement dated September 9, 2025, filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 9, 2025. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters (as named in the Underwriting Agreement) a 30-day option to purchase up to an additional $17.25 million aggregate principal amount of the Notes to cover over-allotments, if any, which the Underwriters exercised in part on September 15, 2025.

The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 8.875% per year, payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on November 15, 2025, and are expected to mature August 15, 2030 (the “Maturity Date”), unless earlier redeemed. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after August 15, 2027, upon not less than 30 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture (as defined below).

The Notes were issued under the indenture, dated April 13, 2020 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated September 16, 2025 (the “Fourth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee. The Notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, effectively junior to any existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all existing and future indebtedness and any preferred equity of the Company’s subsidiaries as well as to any of the Company’s existing or future indebtedness that may be guaranteed by any of the Company’s subsidiaries (to the extent of any such guarantee).

The Indenture contains customary events of default. If there is an event of default under the Notes, the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), may be declared immediately due and payable, subject to certain conditions set forth in the Indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving the Company.

The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, are approximately $115.8 million ($127.6 million if the Underwriters’ over-allotment option is exercised in full). The Company intends to use the net proceeds from this offering to finance the acquisition of mortgage assets including residential mortgage loans, non-Agency RMBS, Agency RMBS, Agency CMBS, mortgage servicing rights and other targeted assets, and for other general corporate purposes such as repayment of outstanding indebtedness or to pay down other liabilities, working capital and for liquidity needs.

Copies of the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Hunton Andrews Kurth LLP relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit

4.1		Indenture, dated April 13, 2020, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated April 13, 2020).
4.2		Fourth Supplemental Indenture, dated September 16, 2025, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated September 16, 2025).
4.3		Form of 8.875% Senior Notes Due 2030 of the Company (attached as Exhibit A to the Fourth Supplemental Indenture, incorporated herein by reference to Exhibit 4.13 to the Company’s Registration Statement on Form 8-A, dated September 16, 2025).
5.1*		Opinion of Venable LLP regarding the legality of the Notes.
5.2*		Opinion of Hunton Andrews Kurth LLP regarding the legality of the Notes.
23.1*		Consent of Venable LLP (included in Exhibit 5.1 hereto).
23.2*		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Filed herewith.

SIGNATURE

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.

				CHIMERA INVESTMENT CORPORATION (REGISTRANT)
Date: September 16, 2025
				By:		/s/ Miyun Sung
				Name:		Miyun Sung
				Title:		Chief Legal Officer and Secretary

FAQ

What debt instrument did Chimera Investment Corp (CIMO) document in the 8-K?

The filing incorporates a Form of 8.875% Senior Notes due 2030 and a Fourth Supplemental Indenture dated September 16, 2025.

How can the proceeds from the notes be used according to the filing?

Proceeds may fund purchases of non-Agency RMBS, Agency RMBS, Agency CMBS, mortgage servicing rights, or be used for repayment of outstanding indebtedness, working capital and liquidity needs.

Which law firms provided opinions and consents for the offering?

Venable LLP and Hunton Andrews Kurth LLP provided legal opinions and their consents are included in the filing.

Who signed the 8-K for Chimera Investment Corporation?

The form is signed by Miyun Sung, Chief Legal Officer and Secretary, dated September 16, 2025.

Does the filing include financial tables or offering proceeds amounts?

No. The filing references the note form and indentures but does not disclose a specific proceeds amount or final offering size.