CION 10-K & 10-Q changes, risk factors and insider trading

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 stockstock, our 7.50% 2029 Notes and our 20292031 Notes could decline, and you may lose all or part of your investment.investment(s).

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 stockstock, our 7.50% 2029 Notes and our 20292031 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.

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.

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.

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 CIMCIM, as our valuation designee.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 determined in good faith by our board of directors as required by the 1940 Act.

We and our portfolio companies are subject to laws and regulations at the local, state andstate, federal level.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.

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 CIMCIM, as our valuation designee.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.

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,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.

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.

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 doesdo 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.

“Anti-ESG” sentiment has gained momentum across the U.S., with a growing number ofseveral 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.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 indicatecaution continuedthe scrutinyprivate ofsector to end “illegal DEI initiativesdiscrimination and potentialpreferences” relatedand preview upcoming compliance investigations of certain 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.

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.

InThe an effort to combat inflation, the Federal Reserve increased the federal funds rate in 2023. Although theU.S. Federal Reserve decreased the federal funds rate formultiple three consecutive quarterstimes 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 thereThere 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.

Certain of our portfolio companies are in industries that have been or may be impacted by inflation. The U.S. inflation raterates hashave fluctuated throughoutin 2024recent periods and early 2025, and it remainsremain well above the historic levels over the past several decades. InflationaryOngoing 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.

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.

In addition to regulatory requirements that restrict our ability to raise capital, theour JPM Credit Facility, the 2025our UBS Credit Facility, the 2026 Notes, theour 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 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 agreements governing theour JPM Credit Facility, the 2025our UBS Credit Facility, the 2026 Notes, theour 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 Notes require us to comply with certain financial and operational covenants. These covenants may include, among other things:

As of the date of this Annual Report, we are in compliance in all material respects with the covenants of theour JPM Credit Facility, the 2025our UBS Credit Facility, the 2026 Notes, theour 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 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.

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 theour JPM Credit Facility, the 2025our UBS Credit Facility, the 2026 Notes, theour 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.50% 2029 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes and theour 20292031 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.

The 2026 Notes, theOur 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

The 2026 Notes, theOur 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 Notes are generally not secured by any of our assets or any of the assets of our subsidiaries. As a result, thesuch 2026unsecured Notes,indebtedness the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notes areis 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, theour 2024 and 2022 Term Loans, theour Series A Notes, theour Floating Rate 2027 Notes, our 7.41% 2027 Notes, our 7.70% 2029 Notes, our 7.50% 2029 Notes and theour 20292031 Notes. As a result, the indebtedness under theour JPM Credit Facility and the 2025our UBS Credit Facility is therefore effectively senior in right of payment to our 2026unsecured Notes, the 2024 and 2022 Term Loans, the Series A Notes, the 2027 Notes and the 2029 Notesindebtedness to the extent of the value of such assets.

•concerns regarding European sovereign debt and economic activity generally;

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

We are currently authorized to purchase up to $60$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, 2024,2025, we repurchased an aggregate of 995,3671,771,403 shares under the 10b5-1 trading plan for an aggregate purchase price of $11,347,$17,190, or an average purchase price of $11.40$9.70 per share. Purchases made under our 10b5-1share planrepurchase 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.

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

Under our 10b5-1share plan,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.

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

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

TheOur 7.50% 2029 Notes and our 2031 Notes are a recent issueissues of debt securities. On October 9, 2024, theour 7.50% 2029 Notes commenced trading on the NYSE under the ticker symbol “CICB.CICB” and on February 12, 2026, our 2031 Notes commenced trading on the NYSE under the ticker symbol “CICC.” Although theour 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 theour 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. TheOur 7.50% 2029 Notes or our 2031 Notes may trade at a discount from their initial offering priceprices depending on prevailing interest rates, the market for similar securities, our credit ratings, the time remaining to the maturity of theour 7.50% 2029 Notes or our 2031 Notes, the outstanding principal amount of debt securities with terms identical to theour 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 theour 7.50% 2029 Notes or our 2031 Notes, general economic conditions, and our financial condition, performance, prospects and other factors.

Certain of the underwriters have advised us that they intend to make a market in theour 7.50% 2029 Notes and our 2031 Notes, but they are not obligated to do so. Such underwriters may discontinue any market-making in theour 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 theour 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 theour 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 theour 7.50% 2029 Notes or our 2031 Notes for an indefinite period of time.

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

TheOur 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 theour 7.50% 2029 Notes or our 2031 Notes at times when prevailing interest rates are lower than the interest rate paid on theour 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 theour 7.50% 2029 Notes or our 2031 Notes being redeemed.

A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us, our unsecured debtdebt, our 7.50% 2029 Notes or theour 20292031 Notes or a change in the debt markets could cause the liquidity or market value of theour 7.50% 2029 Notes or our 2031 Notes to decline significantly.

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 theour 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 theour 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 theour 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 theour 7.50% 2029 Notes and our 2031 Notes.

In addition, if theour 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 theour 7.50% 2029 Notes or our 2031 Notes a non-investment grade rating, theour 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.

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.

If key economic indicators, such as the unemployment rate or inflation, do not progress at a rate consistent with the Federal Reserve’s objectives, the target range for the federal funds rate may remain high and cause interest rates and borrowing costs to remain high, which may negatively impact our ability to access the debt markets on favorable terms and may also increase the costs of our borrowers, hampering their ability to repay us. InThe an effort to combat inflation, the Federal Reserve increased the federal funds rate in 2023. Although theU.S. Federal Reserve decreased the federal funds rate formultiple three consecutive quarterstimes 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 thereThere can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. The timing, number and amount of any such future interest rate changes are uncertain.

Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics or outbreaks of infectious diseases), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies. Such events, including trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies with other countries, the ongoing war between Russia and Ukraine and continued conflicts and political unrest in the Middle East,East and South America, and health epidemics and pandemics, could adversely affect our business, financial condition or results of operations. Sanctions imposed by the U.S. and other countries have caused additional financial market volatility and affected the global economy. Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the United States and across various international regions. Because of interrelationships within the global financial markets, if these issues do not abate, or they worsen or spread, our and our portfolio companies, businesses may be adversely affected both within and outside of the directly affected region. These market and economic disruptions could also negatively impact the operating results of our portfolio companies.

Additionally, as a result of the 2024 U.S. election, the Republican Party currently controls both the executive and legislative branches of the U.S federal government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. These market and economic disruptions could negatively impact the operating results of our portfolio companies. This could in turn materially reduce our net asset value and distributions and adversely affect our financial prospects and condition.

From time to time, capital markets may experience periods of disruption, instability and economic uncertainty. Such periods may result in, among other things, write-offs, the re-pricing of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. Global financial markets have experienced heightened volatility in recent periods. In addition, social and political tensions in the U.S. and around the world may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets, and may cause economic uncertainties or deterioration in the U.S. and worldwide. There can be no assurance these market conditions will not occur or worsen in the future, including economic and political events in or affecting the world's major economies, such as the ongoing war between Russia and Ukraine and continued conflicts and political unrest in the Middle East.East and South America. Sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan have caused additional financial market volatility and affected the global economy. Concerns over future increasesinflation in inflation,volatility, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. In addition, social unrest, changes regarding immigration and work permit policies and other political and security concerns may not abate, which may cause the debt and equity capital markets and our business to be adversely affected both within and outside of regions experiencing ongoing conflicts. Market uncertainty and volatility have also been magnified as a result of the 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies, including with respect to treaties and tariffs.

Further, volatility and dislocation in the capital markets may make it difficult to raise equity capital, extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that we have raised over the last few yearsyear has generally been at higher rates than we have raised debt at in the past due to the higher interest rate environment we have been experiencing. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be incurred in a high interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business, financial condition or results of operations.

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs that could contribute to prolonged trade disputes with other countries. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies' access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

The efficient operation of our business is dependent on information systems and technology, including computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, all of which are potentially vulnerable to cyber-attacks or other security breaches, which may include intentional attacks or accidental losses, either of which may result in unauthorized access to, or corruption of, our or our third-party service providers’ hardware, software, or data processing systems, or to our confidential, personal, or other sensitive information. In addition, we, CIM or its employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to confidential, personal, or other sensitive information, which are becoming more sophisticated and difficult to detect.detect, particularly as threat actors use artificial intelligence technologies to deploy these attacks. Artificial intelligence tools may also be susceptible to new forms of cyberattacks, such as prompt injection attacks, which may increase our cybersecurity risks where we implement artificial intelligence technologies in our business. Cybersecurity risks are also exacerbated by the rapidly increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personal information of CIM’s employees, its affiliates’ employees, our investors and others, and other sensitive information that CIG collects, processes and stores in its data centers and on its networks or those of its third-party service providers. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information, with which we and CIG must comply in the event of a security incident or cyber-attack. The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase our and CIG’s cybersecurity risks. The result of any cyber-attack or other security incidents may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen or improperly accessed assets or information (including personal information), fines or penalties, investigations, increased cybersecurity protection and insurance costs, litigation, or damage to our business relationships and reputation, in each case, causing our business and results of operations to suffer.suffer Theor rapidotherwise evolutioncausing andinterruptions increasingor prevalencemalfunctions of artificial intelligence technologies may also increasein our cybersecurityor risks.our third parties’ operations.

In addition, we operate in a business that is highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Cybersecurity has become a priority for regulators in the U.S. and around the world. In February 2022, theThe SEC proposed,has and subsequently delayed the adoption of, newadopted rules related to cybersecurity risk management for registered investment advisers, registered investment companies and business development companies, as well as amendments to certain rules that govern investment adviser and fund disclosures.companies. In July 2023,addition, the SEC also adopted rules requiringrequires public companies to disclose material cybersecurity incidents on Form 8-K and provide periodic disclosure ofregarding a registrant’stheir cybersecurity risk management, strategy, and governance in annual reports. The rules became effective beginning with annual reports for fiscal years ending on or after December 15, 2023 and beginning with Form 8-Ks on December 18, 2023.10-K. In May 2024, the SEC adopted amendmentscybersecurity regulations as an amendment to Regulation S-P,S-P which,designed beginningto inestablish a federal “minimum standard” for covered institutions to adopt an incident response program to govern their response to any unauthorized access of customer information. The adopted rule requires compliance as of December 2025,2025 requireand applies to us as it includes investment companies and SEC-registeredregistered investment advisersadvisers. toThe adoptamendments require implementation of written policies and procedures forto safeguard customer records and information by imposing notification requirements to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization and other requirements, such as review of incident response programs toand addresshaving unauthorizedpolicies accessand to,procedures orregarding use of, customer information, including providing notice to certain individuals affectedcompliance by anythird-party suchservice incident.providers. With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our and CIG’s policies and systems designed to manage cybersecurity risks and related disclosures. We also may face increased costs to comply with the new SEC rules, including CIG’s increased costs for cybersecurity training and management, a portion of which may be allocated to us. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including, the CCPA, the New York SHIELD Act, the General Data Protection Regulation, or GDPR, and the U.K. GDPR. In addition, the SEC has indicated in recent periods that one of its examination priorities for the Office of Compliance Inspections and Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls.

On October 5, 2021, our shares of common stock began trading on the NYSE under the ticker symbol “CION”. The Listing accomplished our goal of providing our shareholders with greatly enhanced liquidity. On February 26, 2023, our shares of common stock and our Series A Notes listed and commenced trading in Israel on the TASE under the ticker symbol “CION” and "CION B1", respectively. On October 9, 2024, our 7.50% 2029 Notes listed and commenced trading on the NYSE under the ticker symbol "CICB" and on February 12, 2026, our 2031 Notes listed and commenced trading on the NYSE under the ticker symbol “CICC”.

Q1 20252026 Monthly Base DistributionDistributions

On MarchJanuary 10,6, 2025,2026, our co-chief executive officers declared a quarterly base distributiondistributions of $0.36$0.10 per share for the first quartereach of 2025January, February, and March 2026, which were paid or will be payable on April 11, 2025 to shareholders of record as of March 28, 2025.follows:

(3)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

(3)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

(2)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

For the years ended December 31, 2024 and 2023, we generated investment income of $252,432 and $251,010, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 113 and 113 portfolio companies held during each respective period.debt. The increase in total investment income was primarily driven by an increase in transaction fees on investments received during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Net Realized Loss on Investments and Foreign Currency

Our net realized loss on investments and foreign currency totaled $(28,313) and $(31,927) for the years ended December 31, 2024 and 2023, respectively. Net realized losses during the year ended December 31, 2024 were primarily from realized losses on the restructure and write-off of certain investments. Net realized losses during the year ended December 31, 2023 were primarily from realized losses on the restructure of certain investments.

The net change in unrealized (depreciation) appreciation on our investments totaled $(33,645) and $22,219 for the years ended December 31, 2024 and 2023, respectively. This change was driven primarily by mark-to-market price changes on certain investments during the year ended December 31, 2024, which were partially offset by realized losses on the restructure and write-off of certain investments. During the year ended December 31, 2023, the net change in unrealized (depreciation) appreciation on our investments was driven primarily by mark-to-market price changes on certain investments.

As of December 31, 20242025 and 2023,2024, our asset coverage ratio was 1.731.62 and 1.81,1.73, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverageleverage, daily cash management and liquidity requirements.

On August 27, 2024, our shareholders authorized us to issue shares of our common stock at prices below the then current NAV per share in one or more offerings for a 12-month period following such shareholder approval. AsThrough the expiration of thesuch dateshareholder ofapproval thison report,August 27, 2025, we aredid not engaged in discussions and do not otherwise intend to issue any such shares.

As of December 31, 2024,2025, we had cash of $7,670$8,159 and short term investments of $68,818$116,010 invested in a fund that primarily invests in U.S. government securities. Cash and short term investments as of December 31, 2024,2025, taken together with amounts available to us for borrowing under our secured financing arrangements, isare expected to be sufficient for our investing and financing activities and to conduct our operations in the near term. As of December 31, 2024,2025, we had $131$100 million available under our secured financing arrangements.

Our short-term cash needs include the funding of additional portfolio investments, the payment of operating expenses including interest expense, management fees, incentive fees, administrative services expense and general and administrative expenses, as well as paying distributions to our shareholders. Our long-term cash needs will include principal payments on outstanding financing arrangements and funding of additional portfolio investments. Funding for short and long-term cash needs will come from cash provided from operating activities (including scheduled/unscheduled principal payments from our investments) and/or unused net proceeds from our revolving financing activities.facilities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing. On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million. On August 5, 2025, our board of directors, including the independent directors, further increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $20 million to up to an aggregate of $80 million. Under the share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions. The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our common stock.

From January 1, 20252026 to March 5,4, 2025,2026, we repurchased an aggregate of 162,575921,342 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $1,891,$8,245, or an average purchase price of $11.63$8.95 per share. From the inception of the initial 10b5-1 trading plan in August 2022 through March 5,4, 2025,2026, we repurchased an aggregate of 3,931,7466,461,924 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $40,200,$63,744, or an average purchase price of $10.23$9.86 per share.

We intend to makepay distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income. Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize,authorize declare,and declare base distributions quarterly and pay such base distributions on a quarterly basis.monthly. Base and any supplemental and/or special distributions in respect of future periods will be evaluated by management and our board of directors based on circumstances and expectations existing at the time of consideration.

The following table presents distributions per share that were declared during the years ended December 31, 2024, 20232025 and 20222024:

On March 10, 2025, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the first quarter of 2025 payable on April 11, 2025 to shareholders of record as of March 28, 2025. For an additional discussion of our RIC status and distributions, refer to Note 2 and Note 5, respectively, of our consolidated financial statements included in this report.

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. For the three months ended MarchJune 31,30, 2026, there have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

•“7.50% Public 2031 Notes” refers to our 7.50% public senior unsecured notes due in 2031;

•“7.50% Public 2029 Notes” refers to our 7.50% public senior unsecured notes due in 2029;

•“Series A Notes” refers to our series A unsecured notes due in 2026; and

•“UBS Credit Facility” refers to our senior secured credit facility with UBS.UBS;

•ongoing conflicts and political unrest in the Middle East and South America and the Russia-Ukraine war, including the potential for the disruption of global shipping activities, volatility in energy prices and other commodities and their impact on the industries in which we invest;

•the prices at which shares of our common stock, our 7.50% Public 2029 Notes and our 7.50% Public 2031 Notes may trade on and volume fluctuations on the NYSE; and

We were incorporated under the general corporation laws of the State of Maryland on August 9, 2011 and commenced operations on December 17, 2012 upon raising proceeds of $2,500 from persons not affiliated with us, CIM or its affiliates.2012. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We elected to be treated and intend to qualify annually for U.S. federal income tax purposes as a RIC, as defined under Subchapter M of the Code.

On October 5, 2021, our shares of common stock began trading on the NYSE under the ticker symbol “CION”. The Listing accomplished our goal of providing our shareholders with greatly enhanced liquidity. On February 26, 2023, our shares of common stock and our Series A Notes listed and commenced trading in Israel on the TASE under the ticker symbol “CION” and "CION B1", respectively. On October 9, 2024, our 7.50% Public 2029 Notes listed and commenced trading on the NYSE under the ticker symbol "CICB" and on February 12, 2026, our 7.50% Public 2031 Notes listed and commenced trading on the NYSE under the ticker symbol “CICC”.

We are managed by CIM, our affiliate and a registered investment adviser. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our portfolio. On AugustJuly 5,30, 2025,2026, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the second amended and restated investment advisory agreement with CIM for a period of twelve months, commencing August 9,7, 2025.2026. We have also entered into an administration agreement with CIM to provide us with administrative services necessary for us to operate. We and CIM previously engaged AIM to act as our investment sub-adviser.

On December 4, 2017, the members of CIM entered into the Fourth Amended CIM LLC Agreement, under which AIM performsmay perform certain services for CIM, which include, among other services, providing (a) trade and settlement support; (b) portfolio and cash reconciliation; (c) market pipeline information regarding syndicated deals, in each case, as reasonably requested by CIM; and (d) monthly valuation reports and support for all broker-quoted investments. AIM may also, from time to time, provide us with access to potential investment opportunities made available on Apollo's credit platform on a similar basis as other third-party market participants. All of our investment decisions are the sole responsibility of, and are made at the sole discretion of, CIM's investment committee, which consists entirely of CIG senior personnel.

On MayAugust 4,3, 2026, our co-chief executive officers declared base distributions of $0.10 per share for each of July,October, AugustNovember and SeptemberDecember 2026, which will be payable to shareholders as follows:

Portfolio Investment Activity for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 and the Year Ended December 31, 2025

The following table summarizes our investment activity, excluding short term investments and PIK securities, for the three and six months ended MarchJune 31,30, 2026 and 2025 and the year ended December 31, 2025:

The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of MarchJune 31,30, 2026 and December 31, 2025:

The following table summarizes the composition of our investment portfolio by the type of interest rate as of MarchJune 31,30, 2026 and December 31, 2025, excluding short term investments of $97,054$154,934 and $116,010, respectively:

The following table shows the composition of our investment portfolio by industry classification and the percentage, by fair value, of the total assets in such industries as of MarchJune 31,30, 2026 and December 31, 2025:

Our investment portfolio may contain senior secured investments that are in the form of lines of credit, delayed draw term loans, revolving credit facilities, or unfunded commitments, which may require us to provide funding when requested in accordance with the terms of the underlying agreements. As of MarchJune 31,30, 2026 and December 31, 2025, our unfunded commitments amounted to $57,488$50,525 and $47,779, respectively. As of AprilJuly 29, 2026, our unfunded commitments amounted to $53,655.$46,427. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us. Refer to the section “Commitments and Contingencies” for further details on our unfunded commitments.

The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of MarchJune 31,30, 2026 and December 31, 2025, excluding short term investments of $97,054$154,934 and $116,010, respectively:

The following table summarizes the composition of our investment portfolio at fair value as of AprilJuly 29, 2026:

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Our results of operations for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

For the three months ended MarchJune 31,30, 2026 and 2025, we generated investment income of $49,537$49,793 and $56,074,$52,244, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt. The decrease in total investment income was primarily driven by a decrease in the size of our investment portfolio and lower SOFR rates andearned aon lowerour average portfolio sizeinvestments during the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 2025. In addition, we recorded lower transaction fees due to lower investment activity during the quarter, which was offset by higher dividend income earned during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.2026.

The composition of our operating expenses and income taxes for the three months ended MarchJune 31,30, 2026 and 2025 was as follows:

The increase in interest expense was primarily the result of higher average borrowings under our financing arrangements during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in subordinated incentive fee on income was primarily the result of a decrease in investment income during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase in interest expense was primarily the result of higher average borrowings under our financing arrangements during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, which was partially offset by lower SOFR rates on our borrowings during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The composition of our general and administrative expenses for the three months ended MarchJune 31,30, 2026 and 2025 was as follows:

Our net investment income after taxes totaled $12,864$14,170 and $19,252$16,922 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in net investment income was aprimarily the result of a decrease in our total investment income during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Net Realized GainLoss on Investments

Our net realized gainloss on investments totaled $237$(17,966) and $2,294$(32,376) for the three months ended MarchJune 31,30, 2026 and 2025, respectively. This decrease was driven primarily by realizeda gainsreduction onin the restructurenumber of certaininvestment investmentsexits that resulted in realized losses during the three months ended MarchJune 31,30, 20252026 thatcompared did not reoccur duringto the three months ended MarchJune 31,30, 2026.2025.

The net change in unrealized depreciation on our investments totaled $(36,1321,356) and $(64,25121,481) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. This decrease in unrealized depreciation was driven by smaller mark-to-market price decreases on certain investments during the threesix months ended MarchJune 31,30, 2026,2026 as compared to larger mark-to-market price decreases during the threesix months ended MarchJune 31,30, 2025.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the threesix months ended MarchJune 31,30, 2026 and 2025, we recorded a net increase (decrease) in net assets resulting from operations of $(23,031)$7,949 and $(42,70515,389), respectively, as a result of our operating activity for the respective periods.

As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratio was 1.56,1.57, or 156%,157%, and 1.62, or 162%, respectively. We carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage, daily cash management and liquidity requirements.

As of MarchJune 31,30, 2026, we had cash of $9,248$7,664 and short term investments of $97,054$154,934 invested in a fund that primarily invests in U.S. government securities. Cash and short term investments as of MarchJune 31,30, 2026, taken together with amounts available to us for borrowing under our secured financing arrangements, are expected to be sufficient for our investing and financing activities and to conduct our operations in the near term. As of MarchJune 31,30, 2026, we had $100$25 million available under our secured financing arrangements.

Our short and long-term cash needs include principal payments on outstanding financing arrangements, including potentially the outstanding amount of the Series A Notes that mature on August 31, 2026, the funding of new and existing portfolio investments, the payment of operating expenses including interest expense, management fees, incentive fees, administrative services expense and general and administrative expenses, as well as paying distributions to our shareholders. As described further in Note 4 to the consolidated financial statements included in this report, a portion of the subordinated incentive fee on income that we pay to CIM may include deferred interest and accrued income that we have not yet received and may never receive in cash, which CIM is not obligated to reimburse us.

On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing. On June 24, 2022,2022 and August 5, 2025, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $10 million and by $20 million, respectively, to up to an aggregate of $60 million.million and $80 million, respectively. On AugustJuly 5,30, 2025,2026, our board of directors, including the independent directors, further increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $20$50 million to up to an aggregate of $80$130 million. Under the share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions. The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our common stock.