SEC Form 8-K filed by Chimera Investment Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 9, 2025, Chimera Investment Corporation (the “Company”) launched and priced a registered underwritten public offering of $115 million aggregate principal amount of 8.875% Senior Notes due 2030 (the “Notes”). Pursuant to the Underwriting Agreement (as defined below), the Company also granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $17.25 million aggregate principal amount of the Notes to cover over-allotments, if any.
The Notes were sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-283045) (the “Registration Statement”) and a related prospectus, as supplemented by a prospectus supplement dated September 9, 2025, filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated as of September 9, 2025, by and among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as underwriters (collectively, the “Underwriters”), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.
The offering of the Notes is scheduled to close on September 16, 2025, subject to customary closing conditions. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit
| 1.1 | Underwriting Agreement, dated September 9, 2025, by and among the Company, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. | |
| 104 | Cover 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 INVESTMENT CORPORATION (REGISTRANT) | ||||||
| Date: September 10, 2025 | ||||||
| By: | /s/ Miyun Sung | |||||
| Name: | Miyun Sung | |||||
| Title: | Chief Legal Officer and Secretary | |||||