CION Investment Corp 8-K

What Happened
CION Investment Corporation announced that on February 9, 2026 it entered into a Second Supplemental Indenture with U.S. Bank Trust Company, N.A. and closed a registered offering of $125.0 million aggregate principal amount of 7.50% Notes due March 31, 2031. The Notes are unsecured, pay interest quarterly and the offering proceeds will be used to pay down borrowings under CION’s senior secured credit facilities.

Key Details

• Issuer / Trustee: CION Investment Corp; Trustee is U.S. Bank Trust Company, N.A.
• Size & rate: $125.0 million aggregate principal; 7.50% annual interest.
• Maturity & payments: Matures March 31, 2031; interest paid quarterly on Mar 30, Jun 30, Sep 30 and Dec 30, beginning March 30, 2026.
• Redemption: CION may redeem in whole or part on or after March 31, 2028, at $25 per Note plus accrued interest, with 30–60 days’ prior written notice.
• Ranking & subordination: Notes are direct unsecured obligations, pari passu with CION’s unsecured unsubordinated debt; senior to any future preferred stock and subordinated debt that expressly ranks below them; effectively subordinated to secured creditors to the extent of secured assets; structurally subordinated to any subsidiaries’ liabilities.
• Covenants & reporting: Indenture includes covenants tied to certain Investment Company Act provisions (as modified by exemptive relief) and requires CION to provide financial information to noteholders if it ceases Exchange Act reporting.
• Closing & use of proceeds: Transaction closed February 9, 2026; net proceeds intended to pay down senior secured credit facility borrowings.

Why It Matters
This transaction raises $125M of unsecured capital at a 7.50% coupon and shifts some of CION’s financing from secured bank borrowings to unsecured notes. For investors, that means CION will incur higher fixed interest expense but may reduce secured leverage. Noteholders face typical unsecured creditor risk (they are behind secured lenders in a liquidation) and will receive quarterly cash interest. The covenants and reporting commitments in the indenture may affect transparency and regulatory compliance if CION’s reporting status changes.