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. (ticker LIEN) reported that its Chief Accounting Officer, Fazio Gianni James Lezziere, purchased 200 shares of common stock on 2026-08-17. The shares were bought in a purchase in open market or private transaction at $9.55 per share, resulting in direct ownership of 200 shares following the transaction.
Chicago Atlantic BDC, Inc. (symbol LIEN) reported that officer Umesh Mahajan (Secretary; Co-CIO) purchased 4,000 shares of its common stock on August 17, 2026 at $9.60 per share in an open-market or private transaction. Following this purchase, Mahajan directly holds 6,997 shares of Chicago Atlantic BDC common stock. The filing indicates the Rule 10b5-1 trading-plan checkbox was not selected.
Chicago Atlantic BDC, Inc. reported second-quarter 2026 net investment income (NII) of $7.7 million, or $0.34 per share, and declared a $0.34 dividend, its eighth consecutive quarter at this rate. The investment portfolio’s fair value was $334.8 million at June 30, 2026, down mainly due to $32.2 million of paydowns and three full payoffs, partially offset by $2.7 million of new originations.
The debt portfolio had a weighted average gross yield of 16%, with 100% senior secured exposure and no loans on nonaccrual. Leverage remained low with $27 million of debt outstanding and a 0.09x debt-to-equity ratio, while liquidity totaled $73.9 million at quarter end. Net asset value was $302.5 million, or $13.26 per share.
Management highlighted a pipeline of nearly $1.1 billion in potential debt transactions, roughly 60% cannabis and 40% non-cannabis, and noted a $25 million senior secured loan funded after quarter end. The company is pursuing an all-stock NAV-for-NAV merger with Chicago Atlantic Real Estate Finance, targeting Q4 2026 closing, which is expected to create a larger BDC with book equity above $600 million.
Chicago Atlantic BDC, Inc. reported that on August 13, 2026 it released its financial results for the second quarter ended June 30, 2026 via a press release and furnished this release as Exhibit 99.1. An earnings presentation for a conference call and live webcast held on August 13, 2026 at 9:00 a.m. Eastern time was furnished as Exhibit 99.2.
The company also describes the previously announced proposed merger of Chicago Atlantic Real Estate Finance, Inc. (REFI) with and into the company under a Merger Agreement dated June 17, 2026, unanimously approved by both boards following recommendations of their special committees. In connection with the merger proposals, the company filed a registration statement on Form N-14 on July 31, 2026, which includes a joint proxy statement and prospectus, and urges REFI and company stockholders to read these materials when available.
Chicago Atlantic BDC, Inc. reported second-quarter 2026 total investment income of $14.0 million and net investment income of $7.7 million, or $0.34 per share, down from $16.7 million and $0.44 per share in the prior quarter. Net assets from operations were $6.1 million, or $0.27 per share. The portfolio had a fair value of $334.8 million across 37 companies, with a 16.0% weighted average yield on debt investments, 100% in senior secured debt and no loans on non-accrual status. Total assets were $344.0 million, net assets $302.5 million, net asset value $13.26 per share, and the debt-to-equity ratio declined to 0.09x. Liquidity was $73.9 million, including $73.0 million available on a $100.0 million credit facility.
The board declared a $0.34 per share third-quarter 2026 dividend, consistent with the prior seven quarters, for about $7.8 million in total. The company filed a $500 million shelf registration to support future capital raising. Chicago Atlantic is pursuing an all-stock merger with Chicago Atlantic Real Estate Finance, Inc. (REFI), expected to close in the fourth quarter of 2026 subject to stockholder and regulatory approvals. Based on March 31, 2026 net asset values, former REFI stockholders would be expected to own about 50.5% of the combined company, with the final ownership to be set by an exchange ratio calculated shortly before closing.
Chicago Atlantic BDC, Inc. reported total assets of $343.96 million and net assets of $302.49 million as of June 30, 2026, implying a net asset value (NAV) of $13.26 per share, slightly below $13.30 at year-end 2025.
For the six months ended June 30, 2026, total investment income rose to $30.67 million from $25.00 million a year earlier, driving net investment income of $17.62 million, up from $15.31 million. Expenses also increased, including interest expense of $2.03 million versus $0.45 million, and total expenses of $13.06 million versus $11.46 million. After $3.02 million of net unrealized depreciation on investments, the net increase in net assets from operations was $14.60 million, down from $16.20 million.
The company generated $12.14 million of net cash from operating activities compared with a use of cash in the prior-year period, while maintaining $27.0 million outstanding on its revolving credit facility. The portfolio is concentrated in first lien senior secured loans and senior secured notes, heavily weighted to cannabis borrowers with all-in rates generally in the low-to-high teens. Management also discusses a pending merger with Chicago Atlantic Real Estate Finance, Inc. and related shareholder, regulatory and integration risks.
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.