8-K
CHIMERA INVESTMENT CORP (CIM)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
November6, 2024
CHIMERA
INVESTMENT CORPORATION (Exact name of registrant as specified in its charter)
Commission
file number 001-33796
| Maryland | 26-0630461 |
|---|---|
| (State<br> or Other Jurisdiction of<br><br> Incorporation) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 630 Fifth Avenue, Suite 2400 | |
| --- | --- |
| New York, New York | 10111 |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(888)895-6557Registrant’s telephone number, including area code
(Former Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $0.01 per share | CIM | New<br> York Stock Exchange |
| 8.00%<br> Series A Cumulative Redeemable Preferred Stock | CIM<br> PRA | New<br> York Stock Exchange |
| 8.00%<br> Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock | CIM<br> PRB | New<br> York Stock Exchange |
| 7.75%<br> Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock | CIM<br> PRC | New<br> York Stock Exchange |
| 8.00%<br> Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock | CIM<br> PRD | New<br> York Stock Exchange |
| 9.000%<br> Senior Notes due 2029 | CIMN | New<br> York Stock Exchange |
| 9.250%<br> Senior Notes due 2029 | CIMO | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01 Regulation FD Disclosure.
On November 6, 2024, the registrant issued a press release announcing the declaration of its fourth quarter dividends of $0.50 per share of 8% Series A Cumulative Redeemable Preferred Stock, $0.6654 per share of Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.484375 per share of 7.75% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, and $0.6467 per share of Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock. A copy of the press release is furnished as Exhibit 99.1 to this report.
The Press Release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
Exhibits
| 99.1 | Press<br> Release, dated November 6, 2024, issued by Chimera Investment Corporation |
|---|---|
| 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHIMERA<br> INVESTMENT CORPORATION | ||
|---|---|---|
| (REGISTRANT) | ||
| Date: November<br> 6, 2024 | ||
| By: | /s/<br> Subramaniam Viswanathan | |
| Name: | Subramaniam<br> Viswanathan | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
PRESSRELEASE
NYSE: CIM
CHIMERAINVESTMENT CORPORATION
630Fifth Avenue, Suite 2400
NewYork, New York 10111
_________________________________________________________________________________________________
Investor Relations
888-895-6557
www.chimerareit.com
FORIMMEDIATE RELEASE
CHIMERADECLARES FOURTH QUARTER 2024 PREFERRED STOCK DIVIDENDS
| • | BOARD DECLARES FOURTH QUARTER 2024<br> DIVIDEND OF $0.50 PER SHARE OF 8% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK |
|---|---|
| • | BOARD DECLARES FOURTH QUARTER 2024 DIVIDEND OF $0.6654<br> PER SHARE OF 8.00% SERIES B FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK |
| • | BOARD DECLARES FOURTH QUARTER 2024 DIVIDEND OF $0.484375<br> PER SHARE OF 7.75% SERIES C FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK |
| • | BOARD DECLARES FOURTH QUARTER 2024 DIVIDEND OF $0.6467<br> PER SHARE OF 8.00% SERIES D FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED STOCK |
NEW YORK--(BUSINESS WIRE) -- The Board of Directors of Chimera announced the declaration of its fourth quarter cash dividend of $0.50 per share of 8% Series A Cumulative Redeemable Preferred Stock. The dividend is payable December 30, 2024 to preferred shareholders of record on December 2, 2024. The ex-dividend date is December 2, 2024.
The Board of Directors of Chimera also announced the declaration of its fourth quarter cash dividend of $0.6654 per share of 8% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, which reflects a rate of 10.64596%, equal to three-month CME Term SOFR (plus a spread adjustment of 0.26161%) on the dividend determination date plus a spread of 5.791%. The dividend is payable December 30, 2024 to preferred shareholders of record on December 2, 2024. The ex-dividend date is December 2, 2024.
The Board of Directors of Chimera also announced the declaration of its fourth quarter cash dividend of $0.484375 per share of 7.75% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock. The dividend is payable December 30, 2024 to preferred shareholders of record on December 2, 2024. The ex-dividend date is December 2, 2024.
The Board of Directors of Chimera also announced the declaration of its fourth quarter cash dividend of $0.6467 per share of 8% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, which reflects a rate of 10.23396%, equal to three-month CME Term SOFR (plus a spread adjustment of 0.26161%) on the dividend determination date plus a spread of 5.379%. The dividend is payable December 30, 2024 to preferred shareholders of record on December 2, 2024. The ex-dividend date is December 2, 2024.
About ChimeraInvestment Corporation
Chimera is a publicly traded real estate investment trust, or REIT, that is primarily engaged in the business of investing directly or indirectly through its subsidiaries, on a leveraged basis, in a diversified portfolio of mortgage assets, including residential mortgage loans, Agency RMBS, Non-Agency RMBS, Agency CMBS, and other real estate related securities.
Forward-LookingStatements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “goals,” “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among other things, those described in our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under the caption “Risk Factors.” Factors that could cause actual results to differ include, but are not limited to: delays and/or unforeseen events that could cause the proposed acquisition of the Palisades Group to be delayed or not consummated; the potential that Chimera may not fully realize the expected benefits of the acquisition of the Palisades Group, including the potential financial impact; our business and investment strategy; our ability to accurately forecast the payment of future dividends on our common and preferred stock, and the amount of such dividends; our ability to determine accurately the fair market value of our assets; availability of investment opportunities in real estate-related and other securities, including our valuation of potential opportunities that may arise as a result of current and future market dislocations; our expected investments; changes in the value of our investments, including negative changes resulting in margin calls related to the financing of our assets; changes in inflation, interest rates and mortgage prepayment rates; prepayments of the mortgage and other loans underlying our mortgage-backed securities, or MBS, or other asset-backed securities, or ABS; rates of default, forbearance, deferred payments, delinquencies or decreased recovery rates on our investments; general volatility of the securities markets in which we invest; our ability to maintain existing financing arrangements and our ability to obtain future financing arrangements; our ability to effect our strategy to securitize residential mortgage loans; interest rate mismatches between our investments and our borrowings used to finance such purchases; effects of interest rate caps on our adjustable-rate investments; the degree to which our hedging strategies may or may not protect us from interest rate volatility; the impact of and changes to various government programs; the impact of and changes in governmental regulations, tax law and rates, accounting guidance, and similar matters; market trends in our industry, interest rates, the debt securities markets or the general economy; estimates relating to our ability to make distributions to our stockholders in the future; our understanding of our competition; our ability to find and retain qualified personnel; our ability to maintain our classification as a REIT for U.S. federal income tax purposes; our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended; our expectations regarding materiality or significance; and the effectiveness of our disclosure controls and procedures.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Chimera does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Additional information concerning these, and other risk factors is contained in Chimera’s most recent filings with the Securities and Exchange Commission (SEC). All subsequent written and oral forward-looking statements concerning Chimera or matters attributable to Chimera or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.
Readers are advised that any financial information in this press release is based on company data available at the time of this presentation and, in certain circumstances, may not have been audited by Chimera’s independent auditors.