UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

September 16 18, 2025

CHIMERA INVESTMENT CORPORATION (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Commission file number 001-33796

Maryland	26-0630461	~~26-0630461~~
(State or Other Jurisdictionof Incorporation)		(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

630 Fifth Avenue, Ste 2400
New York, New York	10111
(Address of principal executive offices)	(Zip Code)

(888) 895-6557 Registrant’s telephone number, including area code

Registrant’s telephone number, including area code

Not Applicable

(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	~~TradingSymbol~~Name of Each Exchange on Which Registered	~~Name of Each Exchange on Which Registered~~
Common Stock, par value $0.01 per share	CIM	~~CIM~~New York Stock Exchange	~~New York Stock Exchange~~
8.00% Series A Cumulative Redeemable Preferred Stock	CIM PRA	~~CIM~~New ~~PRA~~York Stock Exchange	~~New York Stock Exchange~~
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock	CIM PRB	~~CIM~~New ~~PRB~~York Stock Exchange	~~New York Stock Exchange~~
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock	CIM PRC	~~CIM~~New ~~PRC~~York Stock Exchange	~~New York Stock Exchange~~
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock	CIM PRD	~~CIM~~New ~~PRD~~York Stock Exchange	~~New York Stock Exchange~~
9.000% Senior Notes due 2029	CIMN	~~CIMN~~New York Stock Exchange	~~New York Stock Exchange~~
9.250% Senior Notes due 2029	CIMO	~~CIMO~~New York Stock Exchange	~~New York Stock Exchange~~
8.875% Senior Notes due 2030	CIMP	~~CIMP~~New York Stock Exchange	~~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 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. ☐

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~The~~On September ~~information~~18, ~~set~~2025, ~~forth~~the inregistrant ~~Item~~issued 2a press release announcing the declaration of its third quarter cash dividend of $0.0337 per share of ~~this~~common ~~Current~~stock. ~~Report~~A oncopy ~~Form~~of ~~8-K~~the press release is ~~hereby~~furnished ~~incorporated~~as byExhibit ~~reference~~99.1 ~~into~~to this ~~Item 1~~report.~~01.~~

The Press Release is being furnished pursuant to Item 27.~~03.~~01, ~~Creation~~and the information contained therein shall not be deemed “filed” for the purposes of aSection ~~Direct~~18 ~~Financial~~of ~~Obligation~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or anotherwise ~~Obligation~~subject ~~under~~to anthe ~~Off-Balance~~liabilities ~~Sheet~~of ~~Arrangement~~that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of a1933, ~~Registrant~~as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~On September 16, 2025, Chimera Investment Corporation (the “Company”) completed the issuance and sale of $120~~Item 9.~~0 million~~01 ~~aggregate~~Financial ~~principal~~Statements ~~amount of its 8.875% Senior Notes due 2030 (the “Notes”) which includes $5.0 million aggregate principal amount of the Notes issued~~ and sold pursuant to the Underwriters’ (as named in the Underwriting Agreement) partial exercise of their over-allotment option granted pursuant to the Underwriting Agreement, in a public offering pursuant to the Company’s registration statement on Form S-3 (File NoExhibits. 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”). The Notes were sold pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 9, 2025. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters (as named in the Underwriting Agreement) 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, which the Underwriters exercised in part on September 15, 2025.

The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 8.875% per year, payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on November 15, 2025, and are expected to mature August 15, 2030 (the “Maturity Date”), unless earlier redeemed. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after August 15, 2027, upon not less than 30 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture (as defined below). Exhibits

The Notes were issued under the indenture, dated April 13, 2020 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated September 16, 2025 (the “Fourth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee. The Notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, effectively junior to any existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all existing and future indebtedness and any preferred equity of the Company’s subsidiaries as well as to any of the Company’s existing or future indebtedness that may be guaranteed by any of the Company’s subsidiaries (to the extent of any such guarantee).

99.1	Press Release, dated September 18, 2025, issued by Chimera Investment Corporation

104	Cover Page Interactive Data File (formatted as Inline XBRL).

The Indenture contains customary events of default. If there is an event of default under the Notes, the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), may be declared immediately due and payable, subject to certain conditions set forth in the Indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving the Company. SIGNATURE

~~The~~Pursuant ~~net proceeds~~ to the ~~Company~~requirements ~~from~~of the ~~sale~~Securities Exchange Act of ~~the Notes~~1934, ~~after~~as ~~deducting the Underwriters’ discounts and commissions and estimated offering expenses~~amended, ~~are approximately $115.8 million ($127.6 million if~~ the ~~Underwriters’~~registrant ~~over-allotment~~has ~~option~~duly iscaused ~~exercised~~this inreport ~~full). The Company intends~~ to ~~use~~be ~~the~~signed ~~net~~on ~~proceeds~~its ~~from~~behalf ~~this~~by ~~offering to finance~~ the ~~acquisition~~undersigned ofhereunto mortgage assets including residential mortgage loans, non-Agency RMBS, Agency RMBS, Agency CMBS, mortgage servicing rights and other targeted assets, and for other general corporate purposes such as repayment of outstanding indebtedness or to pay down other liabilities, working capital and for liquidity needsduly authorized.

Copies of the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Hunton Andrews Kurth LLP relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.

	CHIMERA INVESTMENT CORPORATION (REGISTRANT)

Date: September 18, 2025
	By:	/s/ Subramaniam Viswanathan
	Name:	Subramaniam Viswanathan
	Title:	Chief Financial Officer

Item 9.01 Financial Statements and Exhibits.

Exhibit

4.1		Indenture, dated April 13, 2020, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated April 13, 2020).
4.2		Fourth Supplemental Indenture, dated September 16, 2025, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated September 16, 2025).
4.3		Form of 8.875% Senior Notes Due 2030 of the Company (attached as Exhibit A to the Fourth Supplemental Indenture, incorporated herein by reference to Exhibit 4.13 to the Company’s Registration Statement on Form 8-A, dated September 16, 2025).
5.1*		Opinion of Venable LLP regarding the legality of the Notes.
5.2*		Opinion of Hunton Andrews Kurth LLP regarding the legality of the Notes.
23.1*		Consent of Venable LLP (included in Exhibit 5.1 hereto).
23.2*		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Filed herewith.

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 16, 2025

/s/ Miyun Sung

Miyun Sung

Chief Legal Officer and Secretary

Filing Compare · CHIMERA INVESTMENT CORP