CHIMERA INVESTMENT CORP

Amendment to Stock Purchase Agreement

As previously disclosed on our Current Report on Form 8-K filed with the SEC on June 12, 2025 (as amended by the Form 8-K/A filed with the SEC on June 13, 2025), on June 11, 2025, we entered into a Stock Purchase Agreement (the “Original Stock Purchase Agreement”) to acquire (through our wholly-owned subsidiary Chimera Funding TRS, LLC), directly or indirectly, HomeXpress. As part of the consideration in respect thereof, we have agreed to issue 2,077,151 shares (the “Shares”) of our common stock to the Sellers (as defined in the Original Stock Purchase Agreement) upon the closing of the acquisition (the “Closing”). At the time, we expected to file with the SEC a registration statement on Form S-4 to cover the issuance of the common stock portion of the purchase price.

On August 5, 2025, we and the Sellers entered into a First Amendment (the “Amendment”) to the Original Stock Purchase Agreement (the Original Stock Purchase Agreement, as amended by the Amendment, is referred to herein as the “Stock Purchase Agreement”). The Amendment, among other things, removes our obligation to file a registration statement on Form S-4 to register the offer and sale of the Shares as contemplated in the Original Stock Purchase Agreement. Instead, the Shares will be issued in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and we became obligated to enter into the Registration Rights Agreement described immediately below.

Registration Rights Agreement

In connection with the Amendment, on August 5, 2025, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sellers, pursuant to which we granted the Sellers certain registration rights with respect to the Shares.

On the date of the Closing or as soon as reasonably practicable after the Closing, but in no event later than 10 calendar after the Closing, we have agreed to file a resale shelf registration statement on Form S-3 or an automatic shelf registration statement, or other forms as may be appropriate and available, registering the resale of all of the Shares held by the Sellers (the “Resale Shelf”). Following the initial effectiveness of the Resale Shelf, we are required to use our reasonable best efforts to maintain such effectiveness continuously until the date on which there are no longer any “Registrable Shares”, as defined in the Registration Rights Agreement.

The Registration Rights Agreement contains customary “blackout” and similar provisions, as well as customary provisions related to indemnification and contribution provisions.

The foregoing description of each of the Amendment and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms of the Amendment and the Registration Rights Agreement, copies of which are filed as Exhibits 2.2 and 10.2, respectively, to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Unregistered Sale of Equity Securities

The information set forth above under “Amendment to Stock Purchase Agreement” is incorporated herein by reference.