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Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

CICC

CION Investment Corp
NYSE
24.42
+0.00 +0.00%
USD · close Oct 23

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How CICC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
74%
of sentences unchanged
Added
169
new sentences
Dropped
192
sentences removed
Length
−429
words, now 43,127

New in FY2025

  • Moreover, the terms: • “2031 Notes” refers to our 7.50% senior unsecured notes due in 2031; • “7.50% 2029 Notes” refers to our 7.50% senior unsecured notes due in 2029; • “7.70% 2029 Notes” refers to our 7.70% senior unsecured notes due in 2029; • “7.41% 2027 Notes” refers to our 7.41% senior unsecured notes due in 2027; • “2022 Term Loan” refers to our unsecured term loan with a certain Israeli institutional investor; • “2024 Term Loan” refers to our unsecured term loan with a certain Israeli institutional investor; • “Floating Rate 2027 Notes” refers to our floating rate senior unsecured notes due in 2027, which notes were issued in two tranches; • “JPM Credit Facility” refers to our senior secured credit facility with JPMorgan Chase Bank, National Association, or JPM; • “Series A Notes” refers to our series A unsecured notes due 2026; and • “UBS Credit Facility” refers to our senior secured credit facility with UBS AG, or UBS.
  • Portfolio and Investment Activity As of December 31, 2025, we engaged in the purchase of debt and equity securities primarily issued by portfolio companies and lend directly to portfolio companies.
  • The following table summarizes the composition of our investment portfolio at amortized cost and fair value as of December 31, 2025: December 31, 2025 Investments Cost(1) Investments Fair Value Percentage of Investment Portfolio Senior secured first lien debt $ 1,494,155 $ 1,370,525 80.8 % Senior secured second lien debt 2,218 — — Collateralized securities and structured products - equity 4,969 5,028 0.3 % Unsecured debt 25,563 6,639 0.4 % Equity 299,181 314,788 18.5 % Subtotal/total percentage 1,826,086 1,696,980 100.0 % Short term investments(2) 116,010 116,010 Total investments $ 1,942,096 $ 1,812,990 Number of portfolio companies 89 Purchased at a weighted average price of par 95.89 % Gross annual portfolio yield based upon the purchase price(3) 9.15 % (1) Represents amortized cost for debt investments and cost for equity investments.
  • (3) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and does not consider the cost of leverage.
  • Since commencing our initial continuous public offering on July 2, 2012 and through December 31, 2025, we sold 51,417,866 shares of common stock for corresponding net proceeds of $ 1,104,808 .
  • The net proceeds include gross proceeds received from reinvested shareholder distributions of $ 237,451 pursuant to our pre-Listing distribution reinvestment plan, for which we issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $ 287,929 , for which we repurchased 18,851,501 shares of common stock.
  • As of December 31, 2025, 18,848,738 shares of common stock repurchased had been retired.
  • For a complete description of our distribution reinvestment plan and share repurchase program, refer to "Item 5.
  • On October 9, 2024, our 7.50% 2029 Notes listed and commenced trading on the NYSE under the ticker symbol “CICB” and on February 12, 2026, our 2031 Notes listed and commenced trading on the NYSE under the ticker symbol "CICC".
  • For a detailed discussion of our Series A Notes, our 7.50% 2029 Notes and our 2031 Notes, refer to Note 8 to our consolidated financial statements included in this report.
  • On August 27, 2024, our shareholders approved a proposal that authorized us to issue shares of our common stock at prices below the then current NAV per share of our common stock in one or more offerings for a 12-month period following such shareholder approval.
  • Through the expiration of such shareholder approval on August 27, 2025, we did not issue any such shares.
  • Distributions Effective September 28, 2017, our board of directors delegated to management the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which are ratified by our board of directors on a quarterly basis.
  • On November 3, 2025, we changed the timing of paying base distributions to shareholders from quarterly to monthly commencing in January 2026.
  • Monthly base distributions will be declared quarterly in advance.
  • Base distributions in respect of future months and any supplemental or special distributions will be evaluated by management and the board of directo rs based on circumstances and expectations existing at the time of consideration.
  • Our management declared and our board of directors ratified distributions for 4 and 6 record dates during the years ended December 31, 2025 and 2024, respectively.
  • The following table presents distributions per share that were declared during the years ended December 31, 2025 and 2024: Distributions Three Months Ended Per Share Amount 2024 March 31, 2024 (one record date) $ 0.34 $ 18,279 June 30, 2024 (two record dates) 0.41 21,960 September 30, 2024 (one record date) 0.36 19,234 December 31, 2024 (two record dates) 0.41 21,835 Total distributions for the year ended December 31, 2024 $ 1.52 $ 81,308 2025 March 31, 2025 (one record date) $ 0.36 $ 19,149 June 30, 2025 (one record date) 0.36 18,934 September 30, 2025 (one record date) 0.36 18,726 December 31, 2025 (one record date) 0.36 18,552 Total distributions for the year ended December 31, 2025 $ 1.44 $ 75,361 On January 6, 2026, our 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 as follows: Declaration Date Record Date Payment Date Amount Per Share January 6, 2026 January 16, 2026 January 30, 2026 $ 0.10 January 6, 2026 February 13, 2026 February 27, 2026 $ 0.10 January 6, 2026 March 13, 2026 March 27, 2026 $ 0.10 On March 9, 2026, our 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 March 9, 2026 April 10, 2026 April 24, 2026 $ 0.10 March 9, 2026 May 15, 2026 May 29, 2026 $ 0.10 March 9, 2026 June 12, 2026 June 26, 2026 $ 0.10 We intend to pay distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.
  • Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize and declare base distributions quarterly and pay base distributions monthly.
  • CION Investments is headquartered in New York, with an office in Los Angeles.
  • Pinero, form the senior management team of CIM.
  • On August 5, 2025, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the administration agreement with CIM for a period of twelve months commencing August 9, 2025.
  • A majority of U.S. middle-market companies reported that overall company performance has improved year-over-year, with the U.S. middle-market continuing to experience double-digit year-over-year revenue growth and experiencing single-digit year-over-year employment growth.
  • According to the National Center for the Middle Market Year-End 2025 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies employing approximately 48 million people.
  • Approximately 56% of middle market companies have increased their workforce by an average of 7.8%, with a majority of such companies projecting an increased growth pace in 2025.
  • In addition, the U.S. middle-market accounts for approximately one-third of private sector gross domestic product, or GDP.
  • The year-over-year revenue growth rate realized by the middle market reached an average of 11.7%, with 84% of middle market companies reporting revenue increases in 2025.
  • As a result, we believe that it is difficult for new lending platforms to successfully enter the middle market, thereby providing some insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital. • There is a large pool of uninvested private equity capital likely to seek additional senior debt capital to finance strategic transactions.
  • We expect that middle-market private equity firms will continue to invest the approximately $1.3 trillion raised since 2015 in middle-market companies, as reported in Pitchbook’s 3Q 2025 U.S.
  • According to Pitchbook’s Q3 2025 US PE Middle Market Report, U.S. middle-market dealmaking value reached $106.7 billion across 897 deals in Q3 2025, the highest quarterly deal value since early 2022.
  • Also, adding to the imbalance in the availability of credit is the significant amount of unallocated private equity capital raised since 2015 described above, much of which will require debt financing in the coming years.
  • As depicted in the chart below, almost $999 billion of unfunded private equity commitments were outstanding through the end of 2024 (Source: Pitchbook's Q3 2025 US PE Breakdown Summary). * As of 12/31/2024 • Active private equity focus on small- and middle-market firms.
  • In addition, as compared to larger companies, middle-market companies often have simpler capital structures and carry less leverage, thus aiding the structuring and negotiation process and allowing us greater flexibility in structuring favorable transactions. * Through 11/14/2025 1 Excludes all facilities in default.
  • Source: Pitchbook LCD and Morningstar LSTA US Leveraged Loan Index. * Through 11/21/2025 2 Excludes all facilities in default.
  • As of December 31, 2025, we held $36,037 and ET-BC held $2,965 of the CION/EagleTree Notes.
  • On March 4, 2026, CION/EagleTree extended the maturity date of the senior secured notes from December 21, 2026 to December 21, 2027.
  • The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of December 31, 2025 and 2024, excluding short term investments of $ 116,010 and $ 68,818 , respectively: December 31, 2025 December 31, 2024 Investment Rating Investments Fair Value Percentage of Investment Portfolio Investments Fair Value Percentage of Investment Portfolio 1 $ 139,062 8.2 % $ 36,418 2.0 % 2 1,321,197 77.9 % 1,561,233 85.8 % 3 196,003 11.5 % 192,203 10.6 % 4 32,413 1.9 % 23,554 1.3 % 5 8,305 0.5 % 6,462 0.3 % $ 1,696,980 100.0 % $ 1,819,870 100.0 % The amount of the investment portfolio in each rating category may vary substantially from period to period resulting primarily from changes in the composition of such portfolio as a result of new investment, repayment and exit activities.
  • With respect to investments for which market quotations are not readily available, CIM determines the fair value of investments, as our valuation designee, subject to the oversight of our board of directors, in good faith utilizing the input of our audit committee and any other professionals or materials that CIM or our board of directors deems worthy and relevant, including independent third-party valuation firms, if applicable.
  • Our (i) $375 million senior secured JPM Credit Facility with JPM, (ii) $125 million senior secured UBS Credit Facility with UBS, (iii) $200 million unsecured Floating Rate 2027 Notes, (iv) $30 million unsecured 2024 Term Loan, (v) $50 million unsecured 2022 Term Loan, (vi) approximately $114.8 million of unsecured Series A Notes, (vii) $172.5 million of 7.50% 2029 Notes, (viii) $47.5 million of unsecured 7.41% 2027 Notes, (ix) $125.0 million of unsecured 7.70% 2029 Notes, and (x) $135 million of unsecured 2031 Notes, allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield.
  • As of December 31, 2025, our total outstanding consolidated indebtedness, at par value, was approximately $1.14 billion, $400 million of which was secured and was indebtedness of our subsidiaries, and we had $100 million of commitments available to be borrowed under our existing secured financing arrangements.

and 129 more.

Gone since FY2024

  • Portfolio and Investment Activity As of December 31, 2024, we engaged in the purchase of debt and equity securities primarily issued by portfolio companies and lend directly to portfolio companies.
  • The following table summarizes the composition of our investment portfolio at amortized cost and fair value as of December 31, 2024: December 31, 2024 Investments Cost(1) Investments Fair Value Percentage of Investment Portfolio Senior secured first lien debt $ 1,610,540 $ 1,563,256 86.0 % Senior secured second lien debt 5,187 2,680 0.1 % Collateralized securities and structured products - equity 2,980 2,682 0.1 % Unsecured debt 29,487 11,814 0.6 % Equity 226,681 239,438 13.2 % Subtotal/total percentage 1,874,875 1,819,870 100.0 % Short term investments(2) 68,818 68,818 Total investments $ 1,943,693 $ 1,888,688 Number of portfolio companies 105 Purchased at a weighted average price of par 96.17 % Gross annual portfolio yield based upon the purchase price(3) 10.96 % (1) Represents amortized cost for debt investments and cost for equity investments.
  • (3) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.
  • Since commencing our initial continuous public offering on July 2, 2012 and through December 31, 2024, we sold 53,189,269 shares of common stock for corresponding net proceeds of $ 1,121,998 .
  • The net proceeds include gross proceeds received from reinvested shareholder distributions of $ 237,451 pursuant to our pre-Listing distribution reinvestment plan, for which we issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $ 270,739 , for which we repurchased 17,080,098 shares of common stock.
  • As of December 31, 2024, 17,076,559 shares of common stock repurchased had been retired.
  • For a complete description of our pre-Listing and post-Listing distribution reinvestment plans and pre-Listing and post-Listing share repurchase programs, refer to "Item 5.
  • On October 9, 2024, our 7.50% Notes due 2029 listed and commenced trading on the NYSE under the ticker symbol “CICB”.
  • For a detailed discussion of our Series A Notes and our 2029 Notes, refer to Note 8 to our consolidated financial statements included in this report.
  • On August 27, 2024, our shareholders approved a proposal that authorizes us to issue shares of our common stock at prices below the then current NAV per share of our common stock in one or more offerings for a 12-month period following such shareholder approval.
  • As of December 31, 2024, we had not issued any such shares.
  • Distributions In January 2013, we began authorizing monthly distributions to our shareholders.
  • From February 1, 2014 through July 17, 2017, our board of directors authorized and declared on a monthly basis a weekly distribution amount per share of our common stock.
  • On July 18, 2017, our board of directors authorized and declared on a quarterly basis a weekly distribution amount per share of our common stock.
  • Effective September 28, 2017, our board of directors delegated to management the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which are ratified by our board of directors, each on a quarterly basis.
  • Beginning on March 19, 2020, we changed the timing of declaring distributions from quarterly to monthly and temporarily suspended the payment of distributions to shareholders commencing with the month ended April 30, 2020.
  • On July 15, 2020, our board of directors determined to recommence the payment of distributions to shareholders in August 2020.
  • Base distributions in respect of future quarters and any supplemental or special distributions will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.
  • Declared base distributions are paid quarterly.
  • Our management declared and our board of directors ratified distributions for 6, 7 and 5 record dates during the years ended December 31, 2024, 2023 and 2022, respectively.
  • The following table presents distributions per share that were declared during the years ended December 31, 2024, 2023 and 2022: Distributions Three Months Ended Per Share Amount 2022 March 31, 2022 (one record date) $ 0.28 $ 15,948 June 30, 2022 (one record date) 0.28 15,949 September 30, 2022 (one record date) 0.31 17,604 December 31, 2022 (two record dates) 0.58 32,074 Total distributions for the year ended December 31, 2022 $ 1.45 $ 81,575 2023 March 31, 2023 (one record date) $ 0.34 $ 18,687 June 30, 2023 (one record date) 0.34 18,614 September 30, 2023 (two record dates) 0.39 21,276 December 31, 2023 (three record dates) 0.54 29,290 Total distributions for the year ended December 31, 2023 $ 1.61 $ 87,867 2024 March 31, 2024 (one record date) $ 0.34 $ 18,279 June 30, 2024 (two record dates) 0.41 21,960 September 30, 2024 (one record date) 0.36 19,234 December 31, 2024 (two record dates) 0.41 21,835 Total distributions for the year ended December 31, 2024 $ 1.52 $ 81,308 On March 10, 2025, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the first quarter of 2025 payable on April 11, 2025 to shareholders of record as of March 28, 2025.
  • We intend to pay distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.
  • Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare, and pay base distributions on a quarterly basis.
  • CION Investments is headquartered in New York, with offices in Los Angeles.
  • Pinero and Charlie Arestia, form the senior management team of CIM.
  • On August 6, 2024, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the administration agreement with CIM for a period of twelve months commencing August 9, 2024.
  • Approximately 80% of U.S. middle-market companies reported that overall company performance has improved year-over-year, with the U.S. middle-market continuing to experience double-digit year-over-year revenue and employment growth.
  • According to the National Center for the Middle Market Year-End 2024 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies employing approximately 48 million people.
  • Approximately 63% of middle market companies have increased their workforce by an average of 10.3%, with a majority of such companies projecting a similar growth pace in 2025.
  • In addition, the U.S. middle-market accounts for approximately one-third of private sector gross domestic product, or GDP, which, measured on a global scale, would be the fifth largest global economy.
  • The year-over-year revenue growth rate realized by the middle market reached an average of 12.1%, with 85% of middle market companies reporting revenue increases in 2024.
  • As a result, we believe that it is difficult for new lending platforms to successfully enter the middle market, thereby providing insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital. • There is a large pool of uninvested private equity capital likely to seek additional senior debt capital to finance strategic transactions.
  • We expect that middle-market private equity firms will continue to invest the approximately $1.2 trillion raised since 2014 in middle-market companies, as reported in Pitchbook’s 3Q 2024 U.S.
  • According to Pitchbook’s Q3 2024 US PE Middle Market Report, middle-market dealmaking maintained strong momentum throughout 2024, reaching $352.3 billion in deal value by Q3 2024, which ranked as the third-highest total for middle-market buyouts.
  • Also, adding to the imbalance in the availability of credit is the significant amount of unallocated private equity capital raised since 2014 described above, much of which will require debt financing in the coming years.
  • As depicted in the chart below, almost $914 billion of unfunded private equity commitments were outstanding through the end of 2023 (Source: Pitchbook's Q3 2024 US PE Breakdown Summary). * As of 12/31/2023 • Active private equity focus on small- and middle-market firms.
  • In addition, as compared to larger companies, middle-market companies often have simpler capital structures and carry less leverage, thus aiding the structuring and negotiation process and allowing us greater flexibility in structuring favorable transactions. 1 Excludes all facilities in default.
  • Source: Pitchbook LCD and Morningstar LSTA US Leveraged Loan Index. 2 Excludes all facilities in default.
  • As of December 31, 2024, we held $36,037 and ET-BC held $2,965 of the CION/EagleTree Notes.
  • The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of December 31, 2024 and 2023, excluding short term investments of $ 68,818 and $ 113,446 , respectively: December 31, 2024 December 31, 2023 Investment Rating Investments Fair Value Percentage of Investment Portfolio Investments Fair Value Percentage of Investment Portfolio 1 $ 36,418 2.0 % $ 98,255 5.3 % 2 1,561,233 85.8 % 1,603,975 87.2 % 3 192,203 10.6 % 120,132 6.5 % 4 23,554 1.3 % 10,304 0.6 % 5 6,462 0.3 % 8,158 0.4 % $ 1,819,870 100.0 % $ 1,840,824 100.0 % The amount of the investment portfolio in each rating category may vary substantially from period to period resulting primarily from changes in the composition of such portfolio as a result of new investment, repayment and exit activities.

and 152 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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