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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): April 21, 2026 (April 17, 2026)

 

CĪON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

 

Maryland   814-00941   45-3058280
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

  100 Park Avenue, 25th Floor
New York, New York 10017
 
  (Address of Principal Executive Offices)  

 

Registrant’s telephone number, including area code: (212) 418-4700

  

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(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   CION   The New York Stock Exchange
7.50% Notes due 2029   CICB   The New York Stock Exchange
7.50% Notes due 2031   CICC   The New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 17, 2026, Aron I. Schwartz, a Class II independent director of CĪON Investment Corporation (the “Company”), notified the Board of Directors (the “Board”) that he will not stand for re-election to the Board at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) and will depart from the Board and the Board committees on which he serves effective as of the date of the Annual Meeting on June 25, 2026 due to other professional opportunities that he has. Mr. Schwartz will continue to serve as a director and a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee until the date of the Annual Meeting. Mr. Schwartz’s decision not to stand for reelection did not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Following Mr. Schwartz’s decision, the Board approved a decrease in the size of the Board from eight to seven members, five of whom are independent, effective as of the date of the Annual Meeting.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 
  Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

Date: April 21, 2026 CĪON INVESTMENT CORPORATION
   
  By: /s/ Michael A. Reisner
    Michael A. Reisner
    Co-Chief Executive Officer