Welcome to our dedicated page for Chicago Atlantic Real Estate Finance SEC filings (Ticker: REFI), 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 Real Estate Finance, Inc. filings document the reporting, governance and financing profile of a commercial mortgage REIT that originates senior secured loans primarily to state-licensed cannabis operators. Form 8-K reports furnish quarterly and annual financial results, Regulation FD investor presentations and other material-event disclosures tied to portfolio performance and capital structure.
Proxy materials cover annual meeting matters, director elections, board governance and auditor ratification. Additional 8-K filings record shareholder vote results and amendments to secured revolving credit arrangements involving the company’s financing subsidiary, Chicago Atlantic Lincoln, LLC. The filings also identify the company’s Nasdaq-listed common stock, REIT disclosure framework and related risk and governance subjects.
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.
Chicago Atlantic Real Estate Finance, Inc. agreed to acquire approximately $62.5 million in second lien promissory notes from Koach Capital entities in exchange for 4,306,754 shares of common stock issued in a private placement at $14.53 per share. The new shares represent 16.8% of common stock outstanding immediately after issuance and are subject to lock-up restrictions for three and six months, respectively, on 20% and 80% of each holder’s shares.
The Koach notes are secured by mortgages on 32 retail and related properties leased to cannabis operators and are subordinated to approximately $39 million of senior first lien debt. They bear interest at 12.0% per year (10.0% cash, 2.0% payable in kind), with a weighted average maturity of about 12.0 years and include a 2.5x commitment-amount exit fee. The transaction is permitted under the pending merger agreement with Chicago Atlantic BDC, Inc., and the additional shares will factor into the merger exchange ratio.
Chicago Atlantic Real Estate Finance, Inc. entered into a Loan Agreement with Koach entities under which it issued 4,306,754 common shares at $14.53 per share in a private placement in exchange for approximately $62.5 million of second-lien promissory notes secured by 32 cannabis retail and related properties. The new shares represent about 16.8% of common stock outstanding immediately after the issuance. The Koach Notes bear interest at 12.0% annually, comprised of 10.0% cash and 2.0% payment-in-kind, have an aggregate weighted average maturity of approximately 12 years, and carry an exit fee equal to 2.5x the commitment amount of each note; they are subordinated to about $39 million of senior first-lien indebtedness. Koach investors agreed to a lock-up on the stock for 3 months for 20% of the shares and 6 months for the remaining 80%. The share issuance and note acquisition are permitted under a previously signed merger agreement with Chicago Atlantic BDC, Inc., and will be included in the inputs used to determine the merger exchange ratio.
Chicago Atlantic BDC, Inc. and Chicago Atlantic Real Estate Finance, Inc. announced a definitive merger agreement to combine the two companies into a single public vehicle. Under the agreement REFI will elect to be regulated as a business development company and then merge into LIEN in an all-stock transaction; LIEN will be the surviving issuer and continue trading under the ticker LIEN.
The companies expect closing in Q4 2026, subject to stockholder and regulatory approvals and customary conditions. Management cites combined scale and diversification, a pro forma portfolio of $771 million (based on March 31, 2026 data), estimated book equity at closing of approximately $600 million, a potential post-close share repurchase program of $25 million, and a $2 million transaction expense commitment from Chicago Atlantic.
Chicago Atlantic Real Estate Finance, Inc. entered into an Agreement and Plan of Merger with Chicago Atlantic BDC, Inc. and related advisers, under which the Company will merge into Acquiror with Acquiror as the surviving company. Prior to closing the Company will elect to convert from a REIT to a BDC by filing Form N-54A, adopt a New BDC Advisory Agreement, and determine an Exchange Ratio based on each party’s closing net asset value calculated shortly before the Merger Effective Time. The Merger is conditioned on stockholder approvals, SEC and Nasdaq clearances, Regulatory and tax opinions (including Section 368(a) reorganization treatment), and other customary closing conditions. Support Agreements covering approximately 4.8% of the Company’s outstanding common stock and 12.9% of Acquiror’s outstanding common stock were executed. The Merger Agreement contemplates a potential post‑close share repurchase program of up to $25.0 million, allocates fees and expenses between the parties (the Company Manager will pay $2,000,000 of the Company’s share), and includes termination rights with a outside date of June 30, 2027.
Chicago Atlantic Real Estate Finance, Inc. is entering into an all-stock merger with Chicago Atlantic BDC, Inc. (LIEN). REFI will first elect business development company (BDC) status, then merge into LIEN in a tax-efficient reorganization intended to qualify under Section 368(a) of the Code.
REFI shareholders will receive LIEN shares based on an exchange ratio set by each company’s net asset value per share shortly before closing. Based on March 31, 2026 net asset values, former REFI holders would own about 50.5% of LIEN, creating a combined BDC with an estimated $771 million loan portfolio and a 16.7% trailing twelve-month realized gross yield.
Boards and special committees of both companies unanimously approved the deal and obtained a fairness opinion on the exchange ratio. Closing, targeted for the fourth quarter of 2026, requires multiple stockholder approvals, SEC effectiveness of a Form N-14, BDC election, regulatory consents, and other customary conditions. Support agreements already cover approximately 4.8% of REFI shares and 12.9% of LIEN shares.
Chicago Atlantic Real Estate Finance, Inc. reported the results of its Annual Meeting of Shareholders held on June 11, 2026. Shareholders voted on the election of directors and one additional proposal.
Director nominees received between 4,569,882 and 6,397,600 votes "For," with broker non-votes of 6,649,322 shown for each nominee. A separate proposal received 12,995,674 votes "For," 72,645 "Against," and 94,847 "Abstain," with no broker non-votes reported.
Chicago Atlantic Real Estate Finance reported first quarter 2026 results showing steady cash generation but lower GAAP earnings. Net interest income was $13.1M, roughly in line with a year ago, while net income declined to $4.8M from $10.0M as the company recorded a $3.8M provision for current expected credit losses versus a prior-year benefit.
Distributable Earnings, the firm’s key non-GAAP metric, were $9.8M, or $0.47 per basic share, matching the prior year on a per-share basis. Regular dividends declared were also $0.47 per share, essentially fully covered by Distributable Earnings.
The loan portfolio remained active, with total loan principal outstanding of $413.6M and a gross unlevered weighted average yield to maturity of 15.8%. Book value per share was $14.39 and the debt/equity ratio rose to 38.4%, reflecting increased use of the revolving loan. Management highlighted full rate protection across the portfolio and viewed recent U.S. cannabis policy moves, including federal rescheduling of medical cannabis, as supportive for borrower credit profiles over time.
Chicago Atlantic Real Estate Finance, Inc. reported Q1 2026 net income of $4.8 million, down from $10.0 million a year earlier, as higher credit loss provisions reduced profitability. Earnings per share were $0.23 basic and diluted, versus $0.48 basic and $0.47 diluted in Q1 2025.
Interest income was stable at $15.2 million, while a $3.8 million provision for current expected credit losses replaced a prior-year benefit, lifting total expenses to $8.1 million. Loans held for investment, net, were $400.6 million, and the CECL reserve rose to $8.7 million, or 2.15% of loan principal.
The company ended the quarter with $27.9 million in cash and cash equivalents and total assets of $435.9 million. It maintained its quarterly dividend at $0.47 per share, declaring cash dividends of about $9.9 million, consistent with its REIT focus on regular distributions funded by loan interest income.