CION Investment Corp

Forward-Looking Statements

Some of the statements within this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Annual Report on Form 10-K involve numerous risks and uncertainties, including statements as to:

•our future operating results;

•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation and high interest rates;

•the impact of the investments that we expect to make;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financings and investments;

•the adequacy of our cash resources, financing sources and working capital;

•the use of borrowed money to finance a portion of our investments;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•our contractual arrangements and relationships with third parties;

•the actual and potential conflicts of interest with our investment adviser, CION Investment Management, LLC, or CIM, a registered investment adviser and our affiliate, and CIM's affiliates;

•the ability of CIM's investment professionals to locate suitable investments for us and the ability of CIM to monitor and administer our investments;

•the ability of CIM and its affiliates to attract and retain highly talented professionals;

•the dependence of our future success on the general economy and its impact on the industries in which we invest, including inflation and high interest rates and the related economic disruptions caused thereby;

•the effects of a changing interest rate environment;

•our ability to source favorable private investments;

•our tax status;

•the effect of changes to tax legislation and our tax position;

•the tax status of the companies in which we invest; and

•the timing and amount of distributions and dividends from the companies in which we invest.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K. Other factors that could cause actual results to differ materially include:

•changes in the economy;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, pandemics, or natural disasters;

•future changes in laws or regulations and conditions in our operating areas;

•the price at which shares of our common stock and our 7.50% Notes due 2029 may trade on and volume fluctuations in the New York Stock Exchange, or the NYSE; and

•the costs associated with being a publicly traded company.

We have based the forward-looking statements on information available to us on the date of this Annual Report on Form 10-K. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to review any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission, or the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements contained in this Annual Report on Form 10-K are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Summary of Risk Factors

An investment in our securities involves a high degree of risk and may be considered speculative. Some, but not all, of the risks and uncertainties that we face are related to:

Risks Relating to Our Business and Structure

•our ability to achieve our investment objective depends on the ability of CIM to manage and support our investment process and if CIM was to lose any members of its senior management team, our ability to achieve our investment objective could be significantly harmed;

•because our business model depends to a significant extent upon relationships with public and private lenders, selected middle-market private equity sponsors, large private equity sponsors (on a limited basis), investment banks and commercial banks, the inability of CIM or its affiliates to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business;

•we may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses;

•as required by the Investment Company Act of 1940, as amended, or the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith by our board of directors and, as a result, there is and will be uncertainty as to the value of our portfolio investments;

•there is a risk that investors in our common stock may not receive distributions or that our distributions may not grow over time;

•changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy;

•any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution;

Risks Relating to CIM and its Affiliates

•CIM and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders;

•we may be obligated to pay CIM incentive compensation even if we incur a net loss due to a decline in the value of our portfolio;

•there may be conflicts of interest related to obligations that CIM’s senior management and investment teams have to other clients;

•our base management and incentive fees may induce CIM to make and identify speculative investments or to incur additional leverage;

•the compensation we pay to CIM was determined without independent assessment on our behalf, and these terms may be less advantageous to us than if such terms had been the subject of arm’s-length negotiations;

Risks Relating to Business Development Companies

•the requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a business development company, or BDC;

•failure to maintain our status as a BDC would reduce our operating flexibility;

•regulations governing our operation as a BDC and as a regulated investment company, or RIC, will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth;

•our ability to enter into transactions with our affiliates is restricted;

•increasing scrutiny from stakeholders and regulators with respect to ESG matters may impose additional costs and expose us to additional risks;

Risks Relating to Our Investments

•our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment;

•our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies;

•there may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims;

•we are exposed to risks associated with changes in interest rates, including the current high interest rate environment;

•inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies;

•second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us;

•economic recessions or downturns could impair our portfolio companies and adversely affect our operating results;

•a covenant breach or other defaults by our portfolio companies may adversely affect our operating results;

•investing in middle-market companies involves a number of significant risks, any one of which could have a material adverse effect on our operating results;

•a lack of liquidity in certain of our investments may adversely affect our business;

•we may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded debt commitments;

•prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity;

•the effect of global climate change may impact our operations and the operations of our portfolio companies;

Risks Relating to Our Debt Financings

•the Small Business Credit Availability Act of 2018 allows us to incur additional leverage and our shareholders approved a proposal permitting us to incur additional leverage, effective December 31, 2021;

•since we have borrowed money, the potential for loss on amounts invested in us is magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses;

•in addition to regulatory requirements that restrict our ability to raise capital, the JPM Credit Facility, the 2025 UBS Credit Facility, the 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes contain various covenants that, if not complied with, could accelerate repayment under such secured and unsecured borrowings, thereby materially and adversely affecting our liquidity, financial condition and results of operations;

•the 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future;

Federal Income Tax Risks

•we will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code, or to satisfy RIC distribution requirements;

Risks Relating to an Investment in Our Common Stock

•the market price of our common stock may fluctuate significantly;

•we cannot assure you that a market for shares of our common stock will be maintained or the market price of our shares will trade close or at a premium to our net asset value, or NAV;

•sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock;

•we may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock;

•we may incur significant costs as a result of being a public company;

•in 2024 we obtained the approval of our shareholders to issue until August 27, 2025, shares of our common stock at prices below the then current NAV per share of our common stock. If we issue such shares or otherwise receive such approval from shareholders in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock. Any such issuance could materially dilute your interest in our common stock and reduce our NAV per share and potentially the trading price of our common stock;

•a shareholder’s interest in us will be diluted if we issue additional shares of common stock, which could reduce the overall value of an investment in us;

•purchases of our common stock by us under our 10b5-1 plan may result in dilution to our NAV per share;

Risks Relating to an Investment in Our Public 2029 Notes

•an active trading market for the 2029 Notes may not exist, which could limit a holder’s ability to sell the 2029 Notes or affect the market price of the 2029 Notes;

•the optional redemption provision may materially adversely affect holders’ return on the 2029 Notes;

•a downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us, our unsecured debt or the 2029 Notes or a change in the debt markets could cause the liquidity or market value of the 2029 Notes to decline significantly;

General Risk Factors

•global economic, political and market conditions, including uncertainty about the financial stability of the United States, may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability;

•the capital markets may experience periods of disruption, instability and economic uncertainty. Such market conditions may materially and adversely affect the debt and equity capital markets, which may have a negative impact on our business and operations;

•changes to United States tariff and import/export regulations and trade disputes with other countries may have a negative effect on our portfolio companies and, in turn, harm us;

•we are highly dependent on the information systems of CIG and operational risks including systems failures could significantly disrupt our business, result in losses or limit our growth, which may, in turn, negatively affect the market price of our common stock and our ability to pay distributions; and

•cybersecurity failures and data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition and/or operating results. For a more detailed discussion of the risks that you should consider prior to investing in our securities, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.