Chicago Atlantic BDC (LIEN) investors reelect directors and ratify BDO

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 22,820,590 shares Votes for Americo Da Corte: 4,619,116 votes Votes for Tracey Brophy Warson: 4,619,100 votes +4 more

7 metrics

Shares entitled to vote 22,820,590 shares Common stock outstanding as of April 27, 2026 record date

Votes for Americo Da Corte 4,619,116 votes Election as Class 2 director at 2026 annual meeting

Votes for Tracey Brophy Warson 4,619,100 votes Election as Class 2 director at 2026 annual meeting

Broker non-votes on director elections 7,647,065 votes Reported for each director election proposal

Votes for auditor ratification 12,740,473 votes Ratification of BDO USA, P.C. for fiscal year 2026

Votes against auditor ratification 27,637 votes Ratification of BDO USA, P.C. for fiscal year 2026

Abstentions on auditor ratification 47,764 votes Ratification of BDO USA, P.C. for fiscal year 2026

Key Terms

broker non-votes, independent registered public accounting firm, record date, annual meeting of stockholders

4 terms

broker non-votes financial

"The following votes were taken in connection with this proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of the close of business on April 27, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:31 PM Accepted by SEC EDGAR 06/25/2026 - 04:30 PM

UNITED STATES

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

Date of Report (Date of earliest event reported): June 25, 2026 (June 24, 2026)

Chicago Atlantic BDC, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland		001-40564		86-2872887
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 Madison Avenue, Suite 1800, New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 625-9295

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 (see General Instructions A.2. below):

☐	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(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		LIEN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 24, 2026, Chicago Atlantic BDC, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The Company submitted two matters to the vote of its stockholders, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026. As of the close of business on April 27, 2026, the record date for the Annual Meeting, there were 22,820,590 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders at the Annual Meeting is set forth below.

Proposal 1: Election of Directors

The Company’s stockholders re-elected two members of the board of directors of the Company, each as a Class 2 director, to serve until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified. The following votes were taken in connection with this proposal:

Name	For	Withhold	Broker Non-Votes
Americo Da Corte	4,619,116	549,693	7,647,065
Tracey Brophy Warson	4,619,100	549,709	7,647,065

Proposal 2: Ratification of Selection of BDO USA, P.C.

The Company’s stockholders ratified the selection of BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following votes were taken in connection with this proposal:

For		Against		Abstain
12,740,473		27,637		47,764

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Chicago Atlantic BDC, Inc.

Date: June 25, 2026	By:	/s/ Umesh Mahajan
	Name:	Umesh Mahajan
	Title:	Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Chicago Atlantic BDC (LIEN) shareholders decide at the 2026 annual meeting?

Shareholders re-elected two Class 2 directors and ratified BDO USA, P.C. as auditor for 2026. Both proposals received strong support based on the reported vote tallies disclosed in the meeting results.

How many Chicago Atlantic BDC (LIEN) shares were entitled to vote at the 2026 meeting?

A total of 22,820,590 common shares were outstanding and entitled to vote as of April 27, 2026, the record date. This figure determines which stockholders could participate in the 2026 annual meeting.

Who was re-elected to the Chicago Atlantic BDC (LIEN) board in 2026?

Americo Da Corte and Tracey Brophy Warson were re-elected as Class 2 directors. They will serve until the 2029 annual meeting and until their successors are duly elected and qualified under the company’s classified board structure.

What were the vote results for Chicago Atlantic BDC director Americo Da Corte?

Americo Da Corte received 4,619,116 votes for and 549,693 votes withheld, along with 7,647,065 broker non-votes. These results indicate stockholder support for his continued service as a Class 2 director through the 2029 annual meeting.

How did Chicago Atlantic BDC (LIEN) shareholders vote on the 2026 auditor ratification?

Shareholders ratified BDO USA, P.C. as independent registered public accounting firm for 2026, with 12,740,473 votes for, 27,637 against and 47,764 abstentions. This confirms stockholder approval of the company’s chosen external auditor.

What are broker non-votes in the Chicago Atlantic BDC (LIEN) 2026 vote results?

Broker non-votes are shares held by brokers that were not voted on a particular proposal. For each director, 7,647,065 broker non-votes were reported, reflecting shares present for quorum but not voted on that election item.

Filing Exhibits & Attachments

3 documents