Welcome to our dedicated page for Chicago Atlantic BDC SEC filings (Ticker: LIEN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Chicago Atlantic BDC, Inc. filings document formal disclosures for a Nasdaq-listed specialty finance company regulated as a business development company. The record includes Form 8-K reports for operating results, financial-condition updates, Regulation FD earnings materials, and material governance events involving the board of directors.
Proxy filings cover annual meeting procedures, director elections, auditor ratification, stockholder voting matters, and board governance. The filings also identify the company’s common stock, emerging growth company status, and public-company reporting framework for an externally managed BDC focused on lending to privately held middle-market companies.
Chicago Atlantic BDC, Inc. reported results from its 2026 annual stockholder meeting. As of the April 27, 2026 record date, 22,820,590 common shares were outstanding and entitled to vote. Stockholders re-elected Americo Da Corte and Tracey Brophy Warson as Class 2 directors to serve until the 2029 annual meeting, with each receiving 4,619,100 or more votes in favor and 549,709 or fewer votes withheld, plus 7,647,065 broker non-votes.
Stockholders also ratified the selection of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 12,740,473 votes for, 27,637 against and 47,764 abstentions.
Chicago Atlantic Real Estate Finance, Inc. and Chicago Atlantic BDC, Inc. announced a definitive all-stock merger under which REFI will elect to be regulated as a BDC and merge into LIEN, with LIEN as the surviving Nasdaq-listed company. The exchange ratio will be set on an adjusted NAV basis shortly before closing. Both boards unanimously approved the transaction and expect closing in Q4 2026, subject to stockholder and regulatory approvals and customary closing conditions. The companies state the combination would create pro forma scale (a combined portfolio of $771 million based on March 31, 2026 data) and illustrative combined book equity of $600 million, and contemplate a post-close share repurchase program of $25 million. Chicago Atlantic committed to pay up to $2 million of transaction expenses that otherwise would be borne by REFI.
Chicago Atlantic BDC, Inc. (LIEN) entered into an Agreement and Plan of Merger with Chicago Atlantic Real Estate Finance, Inc. (REFI) dated June 17, 2026. Under the Merger, REFI will merge into LIEN and LIEN will be the surviving company. REFI will elect to convert from a REIT to a BDC by filing Form N-54A prior to closing. The exchange consideration uses an Exchange Ratio equal to the Closing REFI Net Asset Value divided by the Closing LIEN Net Asset Value, each calculated no earlier than 48 hours before closing. Closing is subject to stockholder approvals at both companies, SEC effectiveness of a Registration Statement on Form N-14, Nasdaq listing authorization, certain regulatory approvals, completion of NAV determinations, and other customary conditions. Support Agreements cover approximately 4.8% of outstanding REFI Common Stock and 12.9% of outstanding LIEN Common Stock. REFI Manager agreed to pay $2,000,000 of REFI’s transaction fees. LIEN’s board will consider a post-closing share repurchase program of up to $25.0 million. The Merger Agreement may be terminated if closing has not occurred by June 30, 2027 or if required approvals or votes are not obtained.
Chicago Atlantic BDC, Inc. is entering an all-stock merger with Chicago Atlantic Real Estate Finance, Inc. in a NAV-for-NAV exchange. REFI will first elect to be regulated as a BDC, then merge into LIEN, which will remain the surviving, publicly traded BDC under the LIEN ticker.
The exchange ratio will be based on each company’s net asset value per share calculated shortly before closing; using March 31, 2026 NAVs, former REFI stockholders would own about 50.5% of LIEN. Pro forma materials describe a combined portfolio of approximately $771 million of senior secured loans and about $613 million of net asset value, with a trailing twelve‑month realized gross yield of 16.7%.
Both boards, acting on independent special committee recommendations and fairness opinions, unanimously approved the agreement. Closing is subject to stockholder approvals at both companies, multiple regulatory and Nasdaq conditions, completion of REFI’s BDC election and tax-related "Tax Dividends," and satisfaction of credit facility and support agreement conditions. The LIEN board agreed to consider in good faith a post-closing share repurchase program of up to $25 million, and Chicago Atlantic has committed $2 million toward REFI’s transaction expenses at or before closing.
Chicago Atlantic BDC, Inc. reported strong first‑quarter 2026 results, with total investment income of $16.7 million and net investment income of $10.0 million, or $0.44 per share, described as a record level.
The investment portfolio reached $364.0 million at fair value with a 15.8% gross weighted‑average yield, and net asset value was $13.33 per share as of March 31, 2026, slightly above $13.30 at year‑end 2025. Liquidity totaled $48.8 million, including $3.3 million of cash and undrawn capacity on a $100.0 million credit facility.
The company disclosed a recently filed shelf registration statement that, once effective, will allow issuance of up to $500 million of securities, and the board declared a $0.34 per share cash dividend for the quarter ending June 30, 2026, payable July 10, 2026 to shareholders of record on June 26, 2026.
Chicago Atlantic BDC, Inc. reported solid first-quarter 2026 results with higher investment income and stable net asset value. Total investment income rose to $16.7M from $11.9M a year earlier, driven by its predominantly first-lien, senior secured lending portfolio, heavily concentrated in the U.S. cannabis sector.
Net investment income increased to $10.0M, or $0.44 per share, compared with $7.6M, or $0.34 per share, in the prior-year quarter. After a $1.4M unrealized loss on investments, the net increase in net assets from operations was $8.5M, or $0.37 per share.
Total investments at fair value reached $364.0M (mainly U.S. and Canadian corporate debt), up from $333.3M at year-end 2025, while total assets were $373.1M. Net assets were $304.2M, and net asset value per share was $13.33, slightly above $13.30 at December 31, 2025.
Chicago Atlantic BDC, Inc. filed a preliminary shelf registration to offer up to $500,000,000 of common stock, preferred stock, subscription rights, warrants, debt securities and units, to be sold from time to time after the registration becomes effective. The prospectus is dated May 11, 2026.
The document discloses key portfolio and capital metrics: net asset value per share was $13.30 as of December 31, 2025, the last reported sales price was $9.34 on May 7, 2026, and the Company reported an aggregate portfolio fair value of approximately $333.3 million across 39 portfolio companies with 74.7% of the portfolio in the cannabis industry (by fair value). The Company maintains a senior secured revolving Credit Agreement with an initial capacity of $100,000,000, with $25,000,000 outstanding and approximately $75,000,000 available as of December 31, 2025. The prospectus notes material risks, leverage limits (generally up to $2 of borrowings per $1 of equity) and fee terms including a base management fee of 1.75% of gross assets and incentive fee mechanics.
Chicago Atlantic BDC, Inc. is asking stockholders to re-elect two Class 2 directors, Americo Da Corte and Tracey Brophy Warson, and to ratify BDO USA, P.C. as independent registered public accounting firm at a virtual annual meeting on June 24, 2026.
The meeting will be held online via live webcast, with stockholders of record at the close of business on April 27, 2026 entitled to vote. Investors can vote by internet, telephone, mail, or during the webcast using a control number. The proxy also outlines board structure, independence, ownership of major holders, director retainers, and the adviser’s compensation, including a 1.75% base management fee and 20% performance-based incentive fees under the investment advisory agreement.
Chicago Atlantic BDC, Inc. reported that director Patrick McCauley resigned from its board on April 10, 2026, effective immediately, to pursue other opportunities. He stated that his resignation was not due to any disagreement regarding the company’s operations, policies or practices.
After his departure, the board consists of five members, including four independent directors, which maintains a predominantly independent board structure. The filing was signed by Interim Chief Financial Officer Thomas Geoffroy on behalf of the company.
Chicago Atlantic BDC, Inc. reported strong fourth quarter and full-year 2025 results driven by its senior secured lending strategy focused largely on cannabis operators. For Q4 2025, total investment income was about $14.2 million and net investment income was $8.3 million, or $0.36 per share.
For 2025, total investment income reached $54.3 million and net investment income was $33.1 million, or $1.45 per share, up sharply from 2024. Net asset value per share rose to $13.30 as of December 31, 2025, with total net assets of $303.4 million. The portfolio held $333.3 million of investments at fair value across 39 portfolio companies, all senior secured, with a weighted average yield of 15.8% and no loans on non-accrual.
As of December 31, 2025, the company had $77.9 million of liquidity, including $75.0 million of undrawn capacity on its $100.0 million revolving credit facility; as of March 18, 2026, $54.5 million was outstanding on the facility and liquidity was about $47.5 million. The board declared a $0.34 per share cash dividend for the quarter ending March 31, 2026, payable April 14, 2026 to shareholders of record on March 30, 2026. Management highlighted a near-term pipeline exceeding $732 million and continued zero non-accruals, positioning the company to pursue further growth while emphasizing credit quality.