8-A12B 1 tm265537d1_8a12b.htm 8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

CĪON Investment Corporation

(Exact name of registrant as specified in its charter)

Maryland		45-3058280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Park Avenue, 25th Floor New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered	Name of each exchange on which each class is to be registered
7.50% Notes Due 2031	The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-278658

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the 7.50% Notes due 2031 (the “Notes”) of CĪON Investment Corporation, a Maryland corporation (the “Company”). The Notes are expected to be listed on the New York Stock Exchange and to trade thereon within 30 days of the original issue date under the trading symbol “CICC.”

The description of the Notes is incorporated herein by reference to (i) the information set forth under the heading “Description of Debt Securities We May Issue” in the Company’s Prospectus included in its Registration Statement on Form N-2 (Registration No. 333-278658) as filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2024 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information under the headings “Specific Terms of the Notes and the Offering” and “Description of Our Notes” in the Company’s Prospectus Supplement dated February 2, 2026, as filed with the SEC on February 4, 2026 pursuant to Rule 424(b)(2) under the Securities Act. The foregoing descriptions are incorporated herein by reference.

Item 2. Exhibits.

4.1	Base Indenture, dated as of October 3, 2024, by and between the Company and U.S. Bank Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 3, 2024).

4.2	Second Supplemental Indenture, dated as of February 9, 2026, by and between the Company and U.S. Bank Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 9, 2026).

4.3	Form of 7.50% Notes Due 2031 (included Exhibit 4.2).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	CĪON INVESTMENT CORPORATION

	By:	/s/ Michael A. Reisner
		Michael A. Reisner
		Co-Chief Executive Officer

Date: February 9, 2026

SEC Form 8-A12B filed by CION Investment Corporation