Chicago Atlantic Real Estate Finance, Inc. (REFI) SEC Filings

Chicago Atlantic Real Estate Finance, Inc. (REFI) reported an insider purchase by Executive Chairman John Mazarakis. On 2026-08-21 he purchased 145 shares of common stock at $10.67 per share, bringing his direct holdings to 478,851 shares. He is also reported as having indirect holdings of 5,000 shares by his spouse and 31,524 shares through Joppa Seasoning, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. The Rule 10b5-1 checkbox was not marked as being pursuant to a trading plan.

Chicago Atlantic Real Estate Finance, Inc. (REFI) director and Co-Chief Executive Officer Peter Sack reported open-market purchases of a total of 5,000 shares of common stock on August 18–19, 2026 at prices between $10.39 and $10.53 per share. A related footnote states that on April 20, 2026, he was awarded 37,099 restricted shares under the company’s 2021 Omnibus Incentive Plan, vesting in three equal annual installments over 36 months.

Chicago Atlantic Real Estate Finance, Inc. (REFI) director and Executive Chairman John Mazarakis reported purchasing 25,000 shares of common stock on August 17, 2026 at a weighted-average price of $10.25 per share, in multiple trades between $10.17 and $10.29. Following this open-market purchase, he directly holds 478,706 shares. He also reports indirect holdings of 5,000 shares held by his spouse and 31,524 shares held through interests in Joppa Seasoning, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Chicago Atlantic Real Estate Finance, Inc. (REFI) reported that Co-Chief Executive Officer and director Anthony Cappell purchased 45,000 shares of common stock on August 17, 2026 in an open-market or private transaction. The weighted-average purchase price was $10.405 per share, with individual trade prices ranging from $10.32 to $10.42. Following this transaction, Cappell directly holds 466,706 REFI shares.

Chicago Atlantic Real Estate Finance (REFI) discussed second-quarter 2026 performance, a planned merger with Chicago Atlantic BDC (LIEN), and a new Koch Capital financing. Distributable earnings were $0.44 per basic share, below the $0.47 dividend, which management attributed to timing of capital redeployment after $16.3 million of loan prepayments early in the quarter. The loan portfolio totaled $453 million across 26 borrowers with a weighted average yield to maturity of 15.8%, and a cannabis lending pipeline of $649 million, including $204 million backed by real estate as of June 30, 2026.

Management highlighted an all-stock, NAV-for-NAV merger under which REFI will elect BDC status and merge into LIEN, targeting close in the fourth quarter of 2026, subject to shareholder, regulatory, lender, and other approvals. They expect benefits from scale, diversification, and improved liquidity. After quarter-end, REFI issued about 4.3 million shares at $14.53 to acquire $62.5 million in second-lien notes on 32 cannabis-leased retail properties, bearing 12% interest (10% cash, 2% PIK) plus an exit-fee structure up to 2.5x commitment, which could add upside from potential cap-rate compression.

Non-accrual loans were 3.7% of principal, down from 4.8%, CECL reserves were $9.4 million (2.3% of loans held for investment), leverage was 47% of book equity, and book value per share was $14.15. REFI plans a 2026 dividend payout ratio of roughly 90%–100% of basic distributable earnings.

Chicago Atlantic Real Estate Finance, Inc. furnished information on August 11, 2026 related to its financial results for the second quarter ended June 30, 2026. The company provided a press release as Exhibit 99.1 and an earnings supplemental presentation as Exhibit 99.2, both furnished rather than filed, limiting their use under securities laws.

The communication also describes a proposed merger of the company with and into Chicago Atlantic BDC, Inc. (LIEN) under an Agreement and Plan of Merger dated June 17, 2026, unanimously approved by both boards based on special committee recommendations. It notes that LIEN has filed a Form N-14 registration statement containing a joint Proxy Statement/Prospectus and urges stockholders of both LIEN and the company to read those materials when available. The communication emphasizes that it does not constitute an offer or solicitation for any securities or votes.

Chicago Atlantic Real Estate Finance, Inc. reported second-quarter 2026 results with net interest income of $12.8 million, down from $14.4 million a year earlier, and net income of $7.5 million ($0.34 diluted EPS), compared with $8.9 million ($0.41) in second-quarter 2025. Non-GAAP Distributable Earnings were $9.3 million, or $0.43 per diluted share, versus $10.9 million, or $0.51, a year earlier. Total loan principal outstanding increased to $453.1 million, supported by $59.2 million of gross originations in the quarter, while the portfolio’s gross unlevered weighted average yield to maturity was 15.8%. The balance sheet showed total assets of $461.7 million, stockholders’ equity of $301.6 million, and a debt/equity ratio of 46.6%, with a current expected credit loss reserve of $9.4 million. The company continues to focus on senior secured lending to state-licensed cannabis operators and highlighted ongoing work toward completing its previously announced all-stock merger with Chicago Atlantic BDC, Inc., for which a Form N-14 registration statement, including a joint proxy statement/prospectus, has been filed.

Chicago Atlantic Real Estate Finance, Inc. reported consolidated results for the three and six months ended June 30, 2026 as a commercial real estate finance REIT focused on senior loans to state-licensed cannabis operators. Total assets were $461.7 million, with loans held for investment at carrying value, net, of $398.5 million and loans at fair value – related party of $40.6 million.

For the quarter, net interest income was $12.8 million and net income was $7.5 million, with six‑month net income of $12.3 million versus $18.9 million a year earlier. The current expected credit loss reserve increased to $9.4 million, or 2.27% of loan principal, reflecting portfolio composition changes and specific credit developments including non‑accrual loans #4 and #34 and higher reserves on Loan #36.

The loan book totaled $412.1 million of principal (41.2% fixed‑rate, 58.8% floating‑rate) with a 2.2‑year weighted average remaining life and significant geographic concentration in Illinois, Ohio and Florida. Debt consisted of a $91.1 million revolving loan maturing June 30, 2028 and $50.0 million of 9.00% senior unsecured notes maturing October 18, 2028. The company declared quarterly dividends of $0.47 per share and remained in compliance with all financial covenants.

Chicago Atlantic Real Estate Finance, Inc. (REFI) agreed with Koach Capital funds to issue 4,306,754 common shares at $14.53 per share in a private placement in exchange for Koach second-lien promissory notes with aggregate principal of approximately $62.5 million.

The new shares represent about 16.8% of REFI’s outstanding stock after the issuance and will be reflected in the inputs used to determine the exchange ratio for REFI’s planned merger into Chicago Atlantic BDC, Inc. The Koach notes are secured by mortgages on 32 cannabis-related properties, are subordinate to about $39 million of first-lien debt, bear 12.0% interest (10.0% cash, 2.0% payable in kind) with monthly cash payments, have a weighted-average maturity of roughly 12.0 years, and include a 2.5x exit fee. Koach investors agreed to lock-ups on 20% of the shares for three months and the remaining 80% for six months after closing. Chicago Atlantic BDC intends to file a Form N-14 registration statement with a joint proxy statement/prospectus for the merger.