NEW YORK — February 2, 2026
Executive Summary
CION Investment Corporation (NYSE: CION) has announced the pricing of an underwritten public offering of $125.0 million aggregate principal amount of unsecured notes due 2031. According to the company, the offering is expected to generate net proceeds of approximately $121.25 million after underwriting discounts and commissions, excluding estimated offering expenses. The notes will mature on March 31, 2031, bear interest at a fixed rate of 7.50% per year payable quarterly, and will be issued in denominations of $25 and integral multiples thereof. CION stated that it intends to use the net proceeds to pay down borrowings under its senior secured credit facilities. The offering is expected to close on February 9, 2026, subject to customary closing conditions, and the company plans to list the notes on the New York Stock Exchange within 30 days of the original issue date.
Announcement Overview
CION Investment Corporation announced that it has priced a public offering of unsecured notes due 2031, marking a financing transaction intended to support the company’s capital structure management objectives. The offering consists of $125.0 million aggregate principal amount of unsecured notes, with an additional option granted to the underwriters to purchase up to $18.75 million in aggregate principal amount of notes to cover overallotments, if any.
According to the company, the notes will be issued pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. The offering will be conducted through an underwritten public offering process, and the securities will be offered only by means of a preliminary prospectus supplement and accompanying base prospectus.
CION stated that the notes will bear interest at a rate of 7.50% per year, payable quarterly, with the first interest payment scheduled for March 30, 2026. The notes will mature on March 31, 2031, unless earlier redeemed by the company in accordance with their terms. The company indicated that the notes may be redeemed, in whole or in part, at its option on or after March 31, 2028.
The offering is expected to close on February 9, 2026, subject to customary closing conditions. CION also stated that it intends to apply to list the notes on the New York Stock Exchange within 30 days of the original issue date, although there can be no assurance that such listing will be approved.
Key Offering Details
- Issuer: CION Investment Corporation
- Security type: Unsecured notes
- Aggregate principal amount: $125.0 million
- Overallotment option: Up to $18.75 million aggregate principal amount
- Maturity date: March 31, 2031
- Interest rate: 7.50% per year
- Interest payments: Quarterly
- First interest payment: March 30, 2026
- Denominations: $25 and integral multiples of $25
- Expected closing date: February 9, 2026
- Intended exchange listing: New York Stock Exchange (within 30 days of issue date)
- Intended use of proceeds: Repayment of borrowings under senior secured credit facilities
Use of Proceeds
According to the company, CION intends to use the net proceeds from the offering to pay down borrowings under its senior secured credit facilities. The company stated that after payment of underwriting discounts and commissions, it expects to receive approximately $121.25 million in net proceeds from the offering, excluding estimated offering expenses payable by the company.
CION noted that the repayment of senior secured indebtedness is intended to support its overall capital structure management strategy. The company did not disclose any specific allocation of proceeds beyond the stated intention to reduce outstanding borrowings under its secured credit arrangements.
The use of proceeds is subject to change based on market conditions, capital needs, and other factors, as described in the preliminary prospectus supplement and accompanying base prospectus filed with the SEC.
Redemption Features and Interest Terms
The company stated that the notes will mature on March 31, 2031. Beginning on March 31, 2028, the notes may be redeemed, in whole or in part, at the company’s option, at redemption prices specified in the offering documentation.
Interest on the notes will accrue at a fixed annual rate of 7.50% and will be payable quarterly. According to the company, the first interest payment will be made on March 30, 2026. Subsequent interest payments will be made on a quarterly basis in accordance with the terms described in the prospectus materials.
The notes will be issued in denominations of $25 and integral multiples of $25 in excess thereof, consistent with similar public note offerings by business development companies and other issuers targeting retail and institutional investors.
Offering Structure and Underwriters
The offering is being conducted as an underwritten public offering. CION stated that the joint book-running managers for the offering are Keefe, Bruyette & Woods, Inc., A Stifel Company; B. Riley Securities, Inc.; Lucid Capital Markets, LLC; and Oppenheimer & Co. Inc.
According to the company, the underwriters have been granted a 30-day option to purchase up to an additional $18.75 million aggregate principal amount of notes to cover overallotments, if any. The exercise of the overallotment option, if any, will be subject to market conditions and investor demand.
The offering is subject to customary closing conditions, including the satisfaction of conditions set forth in the underwriting agreement and the effectiveness of the applicable registration statement.
Regulatory and Prospectus Information
CION stated that a shelf registration statement relating to the securities offered has been filed with and declared effective by the SEC. The offering may be made only by means of a preliminary prospectus supplement dated February 2, 2026, and an accompanying base prospectus dated June 18, 2024.
The company advised investors to carefully consider the investment objectives, risks, charges, and expenses described in the preliminary prospectus supplement and the accompanying prospectus before investing. According to CION, these documents contain important information about the company and the offering and should be read in their entirety.
Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from Keefe, Bruyette & Woods, Inc., at its offices in New York, New York, or by accessing the SEC’s EDGAR system.
The company also stated that the information contained in the preliminary prospectus supplement, the accompanying prospectus, and the press release is not complete and may be changed.
Legal Disclaimers and Offering Limitations
CION stated that the press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the offering or any other securities. The company further noted that no sale of the securities or any other securities referred to in the press release will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
The company emphasized that the offering is being made only by means of a prospectus supplement and accompanying prospectus, in accordance with applicable securities laws.
Management and Advisory Structure
CION Investment Corporation is advised by CION Investment Management, LLC, which provides investment advisory and management services to the company. The adviser is responsible for sourcing investment opportunities, conducting due diligence, structuring transactions, and managing the company’s investment portfolio.
According to the company, the adviser is an affiliate of CION and operates under a registered investment adviser framework. The advisory relationship is governed by an investment advisory agreement approved by the company’s board of directors.
The company’s management and advisory structure is designed to support its investment strategy and capital management objectives within the regulatory requirements applicable to business development companies.
Forward-Looking Statements
The press release includes forward-looking statements that involve risks and uncertainties. According to the company, such statements may be identified by the use of forward-looking terminology, including words such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe,” or variations of such terms.
CION stated that forward-looking statements reflect the company’s current beliefs regarding future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause such differences include, but are not limited to, risks and uncertainties described in the company’s filings with the SEC, including those under the headings “Risk Factors” and “Forward-Looking Statements.”
The company stated that any forward-looking statement speaks only as of the date on which it is made and that it undertakes no obligation to update or revise any forward-looking statements, except as required by law.
About CION Investment Corporation
CION Investment Corporation is a publicly listed business development company focused on providing debt capital to U.S. middle-market companies. As of September 30, 2025, the company reported approximately $1.9 billion in total assets. CION’s investment strategy emphasizes senior secured loans, with the objective of generating current income and, to a lesser extent, capital appreciation. The company primarily invests in privately negotiated transactions with established middle-market businesses across a diversified range of industries.
CION operates within the regulatory framework applicable to business development companies and applies a credit-focused approach centered on disciplined underwriting, portfolio diversification, and risk management. The company is externally advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION, which is responsible for investment sourcing, due diligence, portfolio construction, and ongoing investment management in accordance with CION’s stated objectives.
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Source Attribution
Source: Company announcement