CION Investment Corp

Previous wording

Investing in our securities involves a high degree of risk, including those relating to our structure and investment objective. You should carefully consider these risk factors, together with all of the other information included in this report, before you decide whether to make an investment in our securities. The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV and the trading prices of our shares of common stock and our 2029 Notes could decline, and you may lose all or part of your investment.

Current wording

Investing in our securities involves a high degree of risk, including those relating to our structure and investment objective. You should carefully consider these risk factors, together with all of the other information included in this report, before you decide whether to make an investment in our securities. The risks set forth below are not the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV and the trading prices of our shares of common stock, our 7.50% 2029 Notes and our 2031 Notes could decline, and you may lose all or part of your investment(s).

Previous wording

Our board of directors has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results or trading prices of our common stock and our 2029 Notes. However, the effects might be adverse, which could negatively impact our ability to pay shareholders distributions and cause shareholders to lose all or part of their investment.

Current wording

Our board of directors has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results or trading prices of our common stock, our 7.50% 2029 Notes and our 2031 Notes. However, the effects might be adverse, which could negatively impact our ability to pay shareholders distributions and cause shareholders to lose all or part of their investment.

Previous wording

Conditions in the medium- and large-sized U.S. corporate debt market may deteriorate, as seen during the 2008 financial crisis and the 2020 outbreak of the COVID-19 pandemic, which may cause pricing levels to similarly decline or be volatile. During the financial crisis and the 2020 outbreak of the COVID-19 pandemic, many institutions were forced to raise cash by selling their interests in performing assets in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders and/or, in the case of hedge funds and other investment vehicles, to satisfy widespread redemption requests. This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with falling underlying credit values, and other constraints resulting from the credit crisis and the pandemic generating further selling pressure. If similar events occurred in the medium- and large-sized U.S. corporate debt market, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations.

Current wording

Conditions in the medium- and large-sized U.S. corporate debt market may deteriorate, as seen during the 2020 outbreak of the COVID-19 pandemic, which may cause pricing levels to similarly decline or be volatile. During the 2020 outbreak of the COVID-19 pandemic, many institutions were forced to raise cash by selling their interests in performing assets in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders and/or, in the case of hedge funds and other investment vehicles, to satisfy widespread redemption requests. This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with falling underlying credit values, and other constraints resulting from the credit crisis and the pandemic generating further selling pressure. If similar events occurred in the medium- and large-sized U.S. corporate debt market, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations.

Previous wording

As required by 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.

Current wording

As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith by CIM, as our valuation designee, subject to the oversight of our board of directors and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

Previous wording

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by our board of directors, including through delegation to CIM as our valuation designee. There is not a public market for the securities of the privately held companies in which we invest. Most of our investments will not be publicly traded or actively traded on a secondary market. As a result, we value these securities quarterly at fair value as determined in good faith by our board of directors as required by the 1940 Act.

Current wording

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by CIM, as our valuation designee, subject to the oversight of our board of directors. There is not a public market for the securities of the privately held companies in which we invest. Most of our investments will not be publicly traded or actively traded on a secondary market. As a result, we value these securities quarterly at fair value as required by the 1940 Act.

Previous wording

We and our portfolio companies are subject to laws and regulations at the local, state and federal level. These laws and regulations, as well as their interpretation, may be changed from time to time, and new legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our shareholders, potentially with retroactive effect. Over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank lending could be materially adverse to our business, financial condition and results of operations.

Current wording

We and our portfolio companies are subject to laws and regulations at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, may be changed from time to time, and new legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our shareholders, potentially with retroactive effect. Over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank lending could be materially adverse to our business, financial condition and results of operations.

Previous wording

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our board of directors, including through delegation to CIM as our valuation designee. Decreases in the market value or fair value of our investments relative to amortized cost will be recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our NAV.

Current wording

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by CIM, as our valuation designee, subject to the oversight of our board of directors. Decreases in the market value or fair value of our investments relative to amortized cost will be recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our NAV.

Previous wording

Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price per share, after deducting selling commissions and dealer manager fees, that is below our NAV per share, which may be a disadvantage as compared with other public companies. However, 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 in accordance with the 1940 Act. We may also, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current NAV of our common stock if our board of directors, including our independent directors, determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, as well as those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the fair value of such securities.

Current wording

Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price per share, after deducting selling commissions and dealer manager fees, that is below our NAV per share, which may be a disadvantage as compared with other public companies. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current NAV of our common stock if our board of directors, including our independent directors, determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, as well as those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the fair value of such securities.

Previous wording

We will need to periodically access the capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance existing debt obligations to the extent such maturing obligations are not repaid with availability under our secured credit facilities, which include the JPM Credit Facility and the 2025 UBS Credit Facility, or cash flows from operations. Our working capital is used for our investment opportunities, operating expenses and for payment of various fees and expenses such as base management fees, incentive fees and other expenses. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require additional debt or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to maintain a broad portfolio of investments and achieve our investment objective, which may negatively impact our results of operations and reduce our ability to pay distributions to our shareholders.

Current wording

We will need to periodically access the capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance existing debt obligations to the extent such maturing obligations are not repaid with availability under our secured credit facilities, which include the JPM Credit Facility and the UBS Credit Facility, or cash flows from operations. Our working capital is used for our investment opportunities, operating expenses and for payment of various fees and expenses such as base management fees, incentive fees and other expenses. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require additional debt or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to maintain a broad portfolio of investments and achieve our investment objective, which may negatively impact our results of operations and reduce our ability to pay distributions to our shareholders.

Previous wording

Our business (including that of our portfolio companies) faces increasing public scrutiny related to environmental, social and governance, or ESG, activities. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. If our ESG performance does not meet the standards set by such investors or our shareholders, they may choose to exclude our securities from their investments. In addition, investment in funds that specialize in companies that perform well in such assessments remain popular, and major institutional investors have publicly discussed their consideration of such ESG ratings and measures in making their investment decisions.

Current wording

Our business (including that of our portfolio companies) faces increasing public scrutiny related to environmental, social and governance, or ESG, activities. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. If our ESG ratings or performance do not meet the standards set by such investors or our shareholders, they may choose to exclude our securities from their investments. In addition, investment in funds that specialize in companies that perform well in such assessments remain popular, and major institutional investors have publicly discussed their consideration of such ESG ratings and measures in making their investment decisions.

Previous wording

“Anti-ESG” sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued related legal opinions and engaged in related investigations and litigation. If investors subject to “anti-ESG” legislation view CIM’s responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us and it could negatively impact the price of our common stock. In addition, corporate diversity, equity and inclusion, or DEI, practices have recently come under increasing scrutiny. For example, some advocacy groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. Additionally, in January 2025, President Trump signed a number of Executive Orders focused on DEI, which indicate continued scrutiny of DEI initiatives and potential related investigations of certain private entities with respect to DEI initiatives, including publicly traded companies. If we do not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. Such scrutiny of both ESG and DEI related practices could expose CIM to the risk of litigation, investigations or challenges by federal or state authorities or result in reputational harm.

Current wording

“Anti-ESG” sentiment has gained momentum across the U.S., with several states, federal agencies, the executive branch and Congress having enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued related legal opinions and engaged in related investigations and litigation. If investors subject to “anti-ESG” legislation view CIM’s responsible investing or ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us and it could negatively impact the price of our securities. In addition, corporate diversity, equity and inclusion, or DEI, practices have recently come under increasing scrutiny. For example, some advocacy groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. Additionally, in January 2025, President Trump signed a number of Executive Orders focused on DEI, which caution the private sector to end “illegal DEI discrimination and preferences” and preview upcoming compliance investigations of private entities with respect to DEI initiatives, including publicly traded companies. Agencies across the federal government, including the Department of Justice, the Federal Communications Commission, and the Equal Employment Opportunity Commission, have been focusing on DEI-related investigations and enforcement. It is uncertain how the interpretation, application, and enforcement of laws (including U.S. state and federal nondiscrimination laws), policies, and public sentiment related to DEI will evolve, and it may become increasingly challenging to establish global DEI-related policies and programs that meet the varied laws, policies, and norms of different jurisdictions. If we do not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. Such scrutiny of both ESG and DEI related practices could expose CIM to the risk of litigation, investigations or challenges by federal or state authorities or result in reputational harm.

Previous wording

Additionally, certain regulations related to ESG that are applicable to us and our portfolio companies could adversely affect our business. For example, the European Commission's “action plan on financing sustainable growth” is, among other things, designed to define and reorient investment toward more sustainable economic activity. The action plan contemplates, among other things: establishing European Union, or EU, labels for green financial products; clarifying asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes; increasing disclosure requirements in the financial services sector around ESG and strengthening the transparency of companies on their ESG policies and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive, or CSRD, came into effect. The CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU), or NFRD. The CSRD requires a much broader range of companies, including non-EU companies with significant turnover and a legal presence in EU markets, to produce detailed and prescriptive reports on sustainability-related matters within their financial statements. There can be no assurance that adverse developments with respect to CSRD will not adversely affect our assets or the returns from those assets. One or more of our portfolio companies may fall within the scope of CSRD and this may lead to increased management burdens and costs. There is a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, e.g., their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future.

Current wording

Additionally, certain regulations related to ESG that are applicable to us and our portfolio companies could adversely affect our business. For example, the European Commission's “action plan on financing sustainable growth” is, among other things, designed to define and reorient investment toward more sustainable economic activity. The action plan contemplates, among other things: establishing European Union, or EU, labels for green financial products; clarifying asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes; increasing disclosure requirements in the financial services sector around ESG and strengthening the transparency of companies on their ESG policies and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive, or CSRD, came into effect. The CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU), or NFRD. The CSRD requires a much broader range of companies, including non-EU companies with significant turnover and a legal presence in EU markets, to produce detailed and prescriptive reports on sustainability-related matters within their financial statements. CSRD is a novel regime and applicable scoping thresholds, the date of application and the substance of reporting requirements have been subject to a regulatory amendment process and are expected to be subject to further processes to refine the relevant requirements, including subsequent rule making and regulatory clarifications. There can be no assurance that adverse developments with respect to CSRD will not adversely affect our assets or the returns from those assets. One or more of our portfolio companies may fall within the scope of CSRD and this may lead to increased management burdens and costs. There is a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, e.g., their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future.

Previous wording

Our investment portfolio includes our investment in David’s Bridal, LLC, which as of December 31, 2024, represented 6.4% of our total portfolio at fair value. In addition, for the year ended December 31, 2024, approximately 4.3% of our total investment income was earned from our investment in David’s Bridal, LLC. For more information, see our consolidated schedules of investments as of December 31, 2024 and 2023 included in this report.

Current wording

Our investment portfolio includes our investment in David’s Bridal, LLC, which as of December 31, 2025, represented 8.0% of our total portfolio at fair value. In addition, for the year ended December 31, 2025, approximately 5.8% of our total investment income was earned from our investment in David’s Bridal, LLC. For more information, see our consolidated schedules of investments as of December 31, 2025 and 2024 included in this report.

Previous wording

In an effort to combat inflation, the Federal Reserve increased the federal funds rate in 2023. Although the Federal Reserve decreased the federal funds rate for three consecutive quarters in 2024, it paused a further reduction in January for the first quarter of 2025. Also, it has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. If general interest rates remain high, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay high interest amounts, which could result in a default under their loan documents with us. High interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, high interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to pay distributions at a level that provides a similar return, which could reduce the value of our common stock. A decrease in the general level of interest rates can be expected to lead to lower interest rates applicable to our portfolio investments and therefore lower net investment income available for distributions to shareholders. The timing, number and amount of any such future interest rate changes are uncertain and there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Current wording

The U.S. Federal Reserve decreased the federal funds rate multiple times in 2025. There can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. If general interest rates remain high, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay high interest amounts, which could result in a default under their loan documents with us. High interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, high interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to pay distributions at a level that provides a similar return, which could reduce the value of our common stock. A decrease in the general level of interest rates can be expected to lead to lower interest rates applicable to our portfolio investments and therefore lower net investment income available for distributions to shareholders. The timing, number and amount of any such future interest rate changes are uncertain and there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Previous wording

Certain of our portfolio companies are in industries that have been or may be impacted by inflation. The U.S. inflation rate has fluctuated throughout 2024 and early 2025, and it remains well above the historic levels over the past several decades. Inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and certain of our portfolio companies’ operations. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans, particularly if interest rates remain high or rise further in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.

Current wording

Certain of our portfolio companies are in industries that have been or may be impacted by inflation. U.S. inflation rates have fluctuated in recent periods and remain well above the historic levels over the past several decades. Ongoing inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and certain of our portfolio companies’ operations. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans, particularly if interest rates remain high or rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.

Previous wording

Our business operations and our portfolio companies may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures.

Current wording

Our business operations and our portfolio companies may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events (including wildfires, droughts, hurricanes and floods) and rising sea levels and temperatures. These events and the disruptions they cause, alone or in combination, could also lead to increased costs of insurance for us and/or our portfolio companies.

Previous wording

At December 31, 2024, 2023 and 2022, our borrowings for the BDC coverage ratio were $1,117,344, $1,092,344 and $957,500, respectively, and resulted in coverage ratios of 173%, 181% and 192%, respectively. For a detailed discussion on the coverage ratio calculation, refer to Note 13 to our consolidated financial statements included in this report.

Current wording

At December 31, 2025, 2024 and 2023, our borrowings for the BDC coverage ratio were $1,139,844, $1,117,344 and $1,092,344, respectively, and resulted in coverage ratios of 162%, 173% and 181%, respectively. For a detailed discussion on the coverage ratio calculation, refer to Note 13 to our consolidated financial statements included in this report.

Previous wording

Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $1.95 billion in total assets as of December 31, 2024, (ii) a weighted average cost of funds of 7.82%, (iii) $1,117 million in debt outstanding (i.e., assumes that 89% of the $1.25 billion available to us as of December 31, 2024 under our financing arrangements as of such date is outstanding) and (iv) $821 million in shareholders’ equity. In order to compute the “Corresponding return to shareholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds times the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to shareholders. The return available to shareholders is then divided by our shareholders’ equity to determine the “Corresponding return to shareholders.” Actual interest payments may be different.

Current wording

Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $1.85 billion in total assets as of December 31, 2025, (ii) a weighted average cost of funds of 8.22%, (iii) $1,140 million in debt outstanding (i.e., assumes that 92% of the $1.24 billion available to us as of December 31, 2025 under our financing arrangements as of such date is outstanding) and (iv) $707 million in shareholders’ equity. In order to compute the “Corresponding return to shareholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds times the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to shareholders. The return available to shareholders is then divided by our shareholders’ equity to determine the “Corresponding return to shareholders.” Actual interest payments may be different.

Previous wording

Similarly, assuming (i) $1.95 billion in total assets as of December 31, 2024, (ii) a weighted average cost of funds of 7.82% and (iii) $1,117 million in debt outstanding (i.e., assumes that 89% of the $1.25 billion available to us as of December 31, 2024 under our financing arrangements as of such date is outstanding), our assets would need to yield an annual return (net of expenses) of approximately 4.49% just to cover the annual interest payments on our outstanding debt.

Current wording

Similarly, assuming (i) $1.85 billion in total assets as of December 31, 2025, (ii) a weighted average cost of funds of 8.22% and (iii) $1,140 million in debt outstanding (i.e., assumes that 92% of the $1.24 billion available to us as of December 31, 2025 under our financing arrangements as of such date is outstanding), our assets would need to yield an annual return (net of expenses) of approximately 5.05% just to cover the annual interest payments on our outstanding debt.

Previous wording

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.

Current wording

In addition to regulatory requirements that restrict our ability to raise capital, our JPM Credit Facility, our UBS Credit Facility, our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 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.

Previous wording

The agreements governing 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 require us to comply with certain financial and operational covenants. These covenants may include, among other things:

Current wording

The agreements governing our JPM Credit Facility, our UBS Credit Facility, our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 Notes require us to comply with certain financial and operational covenants. These covenants may include, among other things:

Previous wording

As of the date of this Annual Report, we are in compliance in all material respects with the covenants of 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. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. For example, depending on the condition of the public debt and equity markets and pricing levels, unrealized depreciation in our portfolio may increase in the future. Any such increase could result in our inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of shareholders’ equity.

Current wording

As of the date of this Annual Report, we are in compliance in all material respects with the covenants of our JPM Credit Facility, our UBS Credit Facility, our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 Notes. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. For example, depending on the condition of the public debt and equity markets and pricing levels, unrealized depreciation in our portfolio may increase in the future. Any such increase could result in our inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of shareholders’ equity.

Previous wording

Accordingly, although we believe we will continue to be in compliance, there are no assurances that we will continue to comply with the covenants in 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. Failure to comply with these covenants could result in a default under such secured and unsecured borrowings, that, if we were unable to obtain a waiver from the lenders or holders of such indebtedness, as applicable, such lenders or holders could accelerate repayment under such indebtedness and thereby have a material adverse impact on our business, financial condition and results of operations.

Current wording

Accordingly, although we believe we will continue to be in compliance, there are no assurances that we will continue to comply with the covenants in our JPM Credit Facility, our UBS Credit Facility, our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.50% 2029 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes and our 2031 Notes. Failure to comply with these covenants could result in a default under such secured and unsecured borrowings, that, if we were unable to obtain a waiver from the lenders or holders of such indebtedness, as applicable, such lenders or holders could accelerate repayment under such indebtedness and thereby have a material adverse impact on our business, financial condition and results of operations.

Previous wording

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.

Current wording

Our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

Previous wording

The 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes are generally not secured by any of our assets or any of the assets of our subsidiaries. As a result, the 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes. As a result, the indebtedness under the JPM Credit Facility and the 2025 UBS Credit Facility is therefore effectively senior in right of payment to our 2026 Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes to the extent of the value of such assets.

Current wording

Our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 Notes are generally not secured by any of our assets or any of the assets of our subsidiaries. As a result, such unsecured indebtedness is effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of our 2024 and 2022 Term Loans, our Series A Notes, our Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and our 2031 Notes. As a result, the indebtedness under our JPM Credit Facility and our UBS Credit Facility is therefore effectively senior in right of payment to our unsecured indebtedness to the extent of the value of such assets.

Previous wording

•concerns regarding European sovereign debt and economic activity generally;

Current wording

•concerns regarding European economic activity generally;

Previous wording

Purchases of our common stock by us pursuant to our 10b5-1 plan may result in the price of our common stock being higher than the price that otherwise might exist in the open market.

Current wording

Purchases of our common stock by us pursuant to our share repurchase program may result in the price of our common stock being higher than the price that otherwise might exist in the open market.

Previous wording

We are authorized to purchase up to $60 million of shares of our common stock if our shares trade on the NYSE below the most recently announced NAV per share, subject to certain limitations. Any such purchases will be conducted in accordance with applicable securities laws. During the year ended December 31, 2024, we repurchased an aggregate of 995,367 shares under the 10b5-1 trading plan for an aggregate purchase price of $11,347, or an average purchase price of $11.40 per share. Purchases made under our 10b5-1 plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or slowing a decline in the market price of our common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.

Current wording

We are currently authorized to purchase up to $80 million of shares of our common stock if our shares trade on the NYSE below the most recently announced NAV per share, subject to certain limitations. Any such purchases will be conducted in accordance with applicable securities laws. During the year ended December 31, 2025, we repurchased an aggregate of 1,771,403 shares under the 10b5-1 trading plan for an aggregate purchase price of $17,190, or an average purchase price of $9.70 per share. Purchases made under our share repurchase program and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or slowing a decline in the market price of our common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.

Previous wording

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

Current wording

Purchases of our common stock by us under our share repurchase program may result in dilution to our NAV per share.

Previous wording

Under our 10b5-1 plan, we are authorized to purchase shares of our common stock when the market price per share is below the most recently reported NAV per share, subject to certain limitations. Because purchases may be made beginning at any price below our most recently reported NAV per share, if our NAV per share decreases after the date as of which NAV per share was last reported, such purchases may result in dilution to our NAV per share. This dilution would occur because we would purchase shares at a price above the then-current NAV per share, which would cause a proportionately smaller increase in our shareholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such purchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so purchased, the price and the timing of any purchases.

Current wording

Under our share repurchase program, we are authorized to purchase shares of our common stock when the market price per share is below the most recently reported NAV per share, subject to certain limitations. Because purchases may be made beginning at any price below our most recently reported NAV per share, if our NAV per share decreases after the date as of which NAV per share was last reported, such purchases may result in dilution to our NAV per share. This dilution would occur because we would purchase shares at a price above the then-current NAV per share, which would cause a proportionately smaller increase in our shareholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such purchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so purchased, the price and the timing of any purchases.

Previous wording

Risks Relating to an Investment in Our Public 2029 Notes

Current wording

Risks Relating to an Investment in Our Public 7.50% 2029 Notes and our Public 2031 Notes

Previous wording

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.

Current wording

An active trading market for our 7.50% 2029 Notes or our 2031 Notes may not exist, which could limit a holder’s ability to sell our 7.50% 2029 Notes or our 2031 Notes or affect the market price of our 7.50% 2029 Notes or our 2031 Notes.

Previous wording

The 2029 Notes are a recent issue of debt securities. On October 9, 2024, the 2029 Notes commenced trading on the NYSE under the ticker symbol “CICB.” Although the 2029 Notes are listed on the NYSE, we cannot provide any assurances that an active trading market will develop or be maintained for the 2029 Notes or that holders will be able to sell their 2029 Notes. The 2029 Notes may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, the time remaining to the maturity of the 2029 Notes, the outstanding principal amount of debt securities with terms identical to the 2029 Notes, the supply of debt securities trading in the secondary market, if any, the redemption or repayment features, if any, of the 2029 Notes, general economic conditions, and our financial condition, performance, prospects and other factors.

Current wording

Our 7.50% 2029 Notes and our 2031 Notes are recent issues of debt securities. On October 9, 2024, our 7.50% 2029 Notes commenced trading on the NYSE under the ticker symbol “CICB” and on February 12, 2026, our 2031 Notes commenced trading on the NYSE under the ticker symbol “CICC.” Although our 7.50% 2029 Notes and our 2031 Notes are listed on the NYSE, we cannot provide any assurances that an active trading market will develop or be maintained for our 7.50% 2029 Notes or our 2031 Notes or that holders will be able to sell their 7.50% 2029 Notes or our 2031 Notes. Our 7.50% 2029 Notes or our 2031 Notes may trade at a discount from their initial offering prices depending on prevailing interest rates, the market for similar securities, our credit ratings, the time remaining to the maturity of our 7.50% 2029 Notes or our 2031 Notes, the outstanding principal amount of debt securities with terms identical to our 7.50% 2029 Notes or our 2031 Notes, the supply of debt securities trading in the secondary market, if any, the redemption or repayment features, if any, of our 7.50% 2029 Notes or our 2031 Notes, general economic conditions, and our financial condition, performance, prospects and other factors.

Previous wording

Certain of the underwriters have advised us that they intend to make a market in the 2029 Notes, but they are not obligated to do so. Such underwriters may discontinue any market-making in the 2029 Notes at any time at their sole discretion. Accordingly, we cannot assure holders that a liquid trading market will develop or be maintained for the 2029 Notes, that holders will be able to sell their 2029 Notes at a particular time or that the price holders receive when they sell will be favorable. To the extent an active trading market does not develop or is not maintained, the liquidity and trading price for the 2029 Notes may be harmed. Accordingly, holders may be required to bear the financial risk of an investment in the 2029 Notes for an indefinite period of time.

Current wording

Certain of the underwriters have advised us that they intend to make a market in our 7.50% 2029 Notes and our 2031 Notes, but they are not obligated to do so. Such underwriters may discontinue any market-making in our 7.50% 2029 Notes or our 2031 Notes at any time at their sole discretion. Accordingly, we cannot assure holders that a liquid trading market will develop or be maintained for our 7.50% 2029 Notes or our 2031 Notes, that holders will be able to sell their 7.50% 2029 Notes or our 2031 Notes at a particular time or that the price holders receive when they sell will be favorable. To the extent an active trading market does not develop or is not maintained, the liquidity and trading price for our 7.50% 2029 Notes or our 2031 Notes may be harmed. Accordingly, holders may be required to bear the financial risk of an investment in our 7.50% 2029 Notes or our 2031 Notes for an indefinite period of time.

Previous wording

The optional redemption provision may materially adversely affect holders’ return on the 2029 Notes.

Current wording

The optional redemption provisions may materially adversely affect holders’ return on our 7.50% 2029 Notes or our 2031 Notes.

Previous wording

The 2029 Notes are redeemable in whole or in part at any time or from time to time on or after December 30, 2026 at our sole option. We may choose to redeem the 2029 Notes at times when prevailing interest rates are lower than the interest rate paid on the 2029 Notes. In this circumstance, holders may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the 2029 Notes being redeemed.

Current wording

Our 7.50% 2029 Notes and our 2031 Notes are redeemable in whole or in part at any time or from time to time on or after December 30, 2026 and March 31, 2028, respectively, at our sole option. We may choose to redeem our 7.50% 2029 Notes or our 2031 Notes at times when prevailing interest rates are lower than the interest rate paid on our 7.50% 2029 Notes or our 2031 Notes. In this circumstance, holders may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as our 7.50% 2029 Notes or our 2031 Notes being redeemed.

Previous wording

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.

Current wording

A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us, our unsecured debt, our 7.50% 2029 Notes or our 2031 Notes or a change in the debt markets could cause the liquidity or market value of our 7.50% 2029 Notes or our 2031 Notes to decline significantly.

Previous wording

Our credit ratings are an assessment by a rating agency of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the 2029 Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the 2029 Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of the 2029 Notes of any changes in our credit ratings. There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by a rating agency if in its judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in us, so warrant. An increase in the competitive environment, inability to cover distributions, or increase in leverage could lead to a downgrade in our credit ratings and limit our access to the debt and equity markets capability impairing our ability to grow the business. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the 2029 Notes.

Current wording

Our credit ratings are an assessment by a rating agency of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our 7.50% 2029 Notes and our 2031 Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of our 7.50% 2029 Notes and our 2031 Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of our 7.50% 2029 Notes or our 2031 Notes of any changes in our credit ratings. There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by a rating agency if in its judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in us, so warrant. An increase in the competitive environment, inability to cover distributions, or increase in leverage could lead to a downgrade in our credit ratings and limit our access to the debt and equity markets capability impairing our ability to grow the business. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of our 7.50% 2029 Notes and our 2031 Notes.

Previous wording

In addition, if the 2029 Notes are no longer rated, this could impact their trading and subject them to greater price volatility. To the extent they are rated and receive a non-investment grade rating, their price and trading activity could be negatively impacted. Moreover, if a rating agency assigns the 2029 Notes a non-investment grade rating, the 2029 Notes may be subject to greater price volatility than securities of similar maturity without such a non-investment grade rating.

Current wording

In addition, if our 7.50% 2029 Notes or our 2031 Notes are no longer rated, this could impact their trading and subject them to greater price volatility. To the extent they are rated and receive a non-investment grade rating, their price and trading activity could be negatively impacted. Moreover, if a rating agency assigns our 7.50% 2029 Notes or our 2031 Notes a non-investment grade rating, our 7.50% 2029 Notes or our 2031 Notes may be subject to greater price volatility than securities of similar maturity without such a non-investment grade rating.

Previous wording

Our business is directly influenced by the economic cycle and could be negatively impacted by a downturn in economic activity in the U.S. as well as globally. Fiscal and monetary actions taken by U.S. and non-U.S. government and regulatory authorities could have a material adverse impact on our business. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates, along with the general policies of the current Presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. These conditions, government actions and future developments may cause interest rates and borrowing costs to remain high, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.

Current wording

Our business is directly influenced by the economic cycle and could be negatively impacted by a downturn in economic activity in the U.S. as well as globally. Concerns over significant volatility in the commodities markets, sluggish economic expansion in foreign economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain countries, uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures, government agency closures, prolonged government shutdowns and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S. Fiscal and monetary actions taken by U.S. and non-U.S. government and regulatory authorities could have a material adverse impact on our business. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates, along with the general policies of the current Presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. These conditions, government actions and future developments may cause interest rates and borrowing costs to remain high, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.