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v3.25.1

Share Transactions | 3 Months Ended
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Mar. 31, 2025
Equity [Abstract] |
Share Transactions | Share Transactions The Company’s initial continuous public offering commenced on July 2, 2012 and ended on December 31, 2015. The Company’s follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019. The following table summarizes transactions with respect to shares of the Company’s outstanding common stock during the three months ended March 31, 2025 and 2024 and the year ended December 31, 2024:
| Three Months Ended March 31, |  | Year Ended December 31,
| 2025 |  | 2024 |  | 2024
| Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount
Gross shares/proceeds from offerings | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | — |  |  | $ | — |
Reinvestment of distributions | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Total gross shares/proceeds | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Share repurchase program | (185,862) |  |  | (2,172) |  |  | (424,031) |  |  | (4,670) |  |  | (995,367) |  |  | (11,347) |
Net shares/amounts for share transactions | (185,862) |  |  | $ | (2,172) |  |  | (424,031) |  |  | $ | (4,670) |  |  | (995,367) |  |  | $ | (11,347) |
Since commencing its initial continuous public offering on July 2, 2012 and through March 31, 2025, the Company sold 53,003,407 shares of common stock for net proceeds of $1,119,826. The net proceeds include gross proceeds received from reinvested shareholder distributions of $237,451, for which the Company issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $272,911, for which the Company repurchased 17,265,960 shares of common stock. As of March 31, 2025, 17,265,960 shares of common stock repurchased had been retired. On August 27, 2024, the Company's shareholders approved a proposal that authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12-month period following such shareholder approval. As of March 31, 2025, the Company has not issued any such shares. Distribution Reinvestment Plan On September 15, 2021, the Company adopted a distribution reinvestment plan, or the DRP, which became effective as of the Listing. For additional information regarding the terms of the DRP, see Note 5. Listing and Fractional Shares On October 5, 2021, the Company's shares of common stock commenced trading on the NYSE under the ticker symbol “CION”. As approved by shareholders on September 7, 2021, the Listing was staggered such that (i) up to 1/3rd of shares held by all shareholders were available for trading upon Listing, (ii) up to 2/3rd of shares held by all shareholders were available for trading starting 180 days after Listing, or April 4, 2022, and (iii) all shares were available for trading starting 270 days after Listing, or July 5, 2022. The Company eliminated all then outstanding fractional shares of its common stock in connection with the Listing, as permitted by the Maryland General Corporation Law, on July 14, 2022. On February 26, 2023, the Company’s shares of common stock also listed and commenced trading in Israel on the TASE under the ticker symbol “CION”. Post-Listing Share Repurchase Policy On September 15, 2021, the Company’s board of directors, including the independent directors, approved a share repurchase policy authorizing the Company to repurchase up to $50 million of its outstanding common stock after the Listing. On June 24, 2022, the Company’s board of directors, including the independent directors, increased the amount of shares of the Company’s common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million. Under the share repurchase policy, the Company may purchase shares of its 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 the Company's discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with the Company’s general business conditions. The policy may be suspended or discontinued at any time and does not obligate the Company to acquire any specific number of shares of its common stock. On August 19, 2024, as part of the share repurchase policy, the Company entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, based in part on historical trading data with respect to the Company’s shares. The 10b5-1 trading plan permits common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan expires on August 19, 2025, and is subject to price, market volume and timing restrictions. The following table summarizes the share repurchases completed during the year ended December 31, 2024 and the three months ended March 31, 2025:
Period |  | Total Number of Shares Repurchased |  | Average Price Paid per Share |  | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Shares That May Yet Be Repurchased Under Publicly Announced Plans or Programs(1)
2024 |  |  |  |  |  |  |  |
January 1 to January 31, 2024 |  | 125,304 |  | $11.14 |  | 125,304 |  | $ | 31,700 |
February 1 to February 29, 2024 |  | 165,876 |  | 10.97 |  | 165,876 |  | 29,883 |
March 1 to March 31, 2024 |  | 132,851 |  | 10.95 |  | 132,851 |  | 28,431 |
April 1 to April 30, 2024 |  | 168,002 |  | 11.14 |  | 168,002 |  | 26,564 |
May 1 to May 31, 2024 |  | 27,449 |  | 11.67 |  | 27,449 |  | 26,244 |
June 1 to June 30, 2024 |  | 39,531 |  | 12.14 |  | 39,531 |  | 25,765 |
July 1 to July 31, 2024 |  | 71,305 |  | 12.35 |  | 71,305 |  | 24,885 |
August 1 to August 31, 2024 |  | 26,874 |  | 11.93 |  | 26,874 |  | 24,565 |
September 1 to September 30, 2024 |  | 67,558 |  | 11.86 |  | 67,558 |  | 23,764 |
October 1 to October 31, 2024 |  | 77,367 |  | 11.91 |  | 77,367 |  | 22,846 |
November 1 to November 30, 2024 |  | 24,104 |  | 11.63 |  | 24,104 |  | 22,566 |
December 1 to December 31, 2024 |  | 69,146 |  | 11.59 |  | 69,146 |  | 21,766 |
Total for the year ended December 31, 2024 |  | 995,367 |  |  |  | 995,367 |  |
2025 |  |  |  |  |  |  |  |
January 1 to January 31, 2025 |  | 89,466 |  | $11.29 |  | 89,466 |  | $ | 20,758 |
February 1 to February 28, 2025 |  | 63,383 |  | 12.01 |  | 63,383 |  | 19,998 |
March 1 to March 31, 2025 |  | 33,013 |  | 12.13 |  | 33,013 |  | 19,598 |
Total for the three months ended March 31, 2025 |  | 185,862 |  |  |  | 185,862 |  |
(1)Amounts do not include any commissions paid to Wells Fargo on shares repurchased. From April 1, 2025 to April 30, 2025, the Company repurchased 315,943 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $2,957, or an average purchase price of $9.36 per share. As of April 30, 2025, 17,265,960 shares of common stock repurchased by the Company had been retired.

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