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Chicago Atlantic Real Estate Finance (NASDAQ: REFI) posts Q2 update and merger details

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425

Rhea-AI Filing Summary

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.

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Exhibit 99.1 99.1 Press release dated August 11, 2026 announcing second quarter 2026 results
Exhibit 99.2 99.2 Second Quarter 2026 Earnings Supplemental Presentation dated August 11, 2026
Exhibit 104 104 Cover Page Interactive Data File embedded within the Inline XBRL document
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On August 11, 2026, the Company disseminated a presentation"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Form N-14 regulatory
"LIEN filed with the SEC a registration statement on Form N-14 on July 31, 2026"
Proxy Statement/Prospectus regulatory
"which includes a joint proxy statement of LIEN and the Company and a prospectus of LIEN (the “Proxy Statement/Prospectus”)"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
participants in the solicitation regulatory
"and other persons may be deemed to be participants in the solicitation of proxies"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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FAQ

What did Chicago Atlantic Real Estate Finance (REFI) disclose on August 11, 2026?

Chicago Atlantic Real Estate Finance furnished a press release and an earnings supplemental presentation covering its second-quarter 2026 results, identifying them as Exhibits 99.1 and 99.2, and stated these materials are furnished, not filed, under securities laws.

How is the proposed merger involving REFI and Chicago Atlantic BDC (LIEN) described?

The communication describes a proposed merger of REFI with and into Chicago Atlantic BDC, Inc. (LIEN) under a Merger Agreement dated June 17, 2026, unanimously approved by both boards on special committee recommendations, with details contained in a Form N-14 Proxy Statement/Prospectus.

Where can REFI and LIEN stockholders find the Proxy Statement/Prospectus for the merger?

Investors are directed to obtain the Proxy Statement/Prospectus and related documents free of charge at www.sec.gov or via the investor relations websites www.investors.chicagoatlanticbdc.com for LIEN and www.investors.refi.reit for Chicago Atlantic Real Estate Finance.

Does the REFI August 11, 2026 communication constitute an offer to sell securities?

No. The communication explicitly states it is not an offer to sell or solicit an offer to buy any securities or a solicitation of any vote or approval, and that any offer would be made only by a prospectus meeting Securities Act requirements or in an exempt transaction.

Are REFI’s Q2 2026 financial figures included in this Form 8-K text?

The exact Q2 2026 financial figures are not detailed here; instead, the company points to a press release (Exhibit 99.1) and supplemental presentation (Exhibit 99.2) that contain those results and are incorporated by reference as furnished materials.

How are the furnished materials about REFI’s Q2 2026 results treated under U.S. securities laws?

The company states that the information under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is being furnished, not filed, and therefore is not subject to Section 18 liabilities and is not incorporated into Securities Act filings unless specifically referenced.

 

 

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): August 11, 2026

 

Chicago Atlantic Real Estate Finance, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Maryland   001-41123   86-3125132
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         
1680 Michigan Avenue Suite 700 Miami Beach, Florida     33139
(Address of Principal Executive Offices)   (Zip Code)

             

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

 

 

(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:

 

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, par value $0.01 per share   REFI   Nasdaq Global Market

 

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 2.02 Results of Operations and Financial Condition.

 

 On August 11, 2026, Chicago Atlantic Real Estate Finance, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

The information set forth under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

 

Item 7.01 Regulation FD Disclosure.

 

On August 11, 2026, the Company disseminated a presentation to be used in connection with its conference call to discuss its financial results for the second quarter ended June 30, 2026, which will be held on Tuesday, August 11, 2026, at 9:00 a.m. (eastern time). A copy of the presentation has been posted to the Company’s Investor Relations page of its website and is included herewith as Exhibit 99.2, and by this reference incorporated herein.

 

The information disclosed under this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from the registration requirements of the Securities Act.

 

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Additional Information and Where to Find It

 

This communication includes information relating to the proposed merger (the “Merger”) of the Company with and into Chicago Atlantic BDC, Inc. (“LIEN”), along with related proposals for which stockholder approval will be sought, pursuant to the Agreement and Plan of Merger, dated as of June 17, 2026 (the “Merger Agreement”) by and between LIEN and the Company. The Merger Agreement was unanimously approved by the Boards of Directors of both LIEN and the Company, each acting on the unanimous recommendation of its special committee of independent directors. In connection with the proposals, LIEN filed with the SEC a registration statement on Form N-14 on July 31, 2026, which includes a joint proxy statement of LIEN and the Company and a prospectus of LIEN (the “Proxy Statement/Prospectus”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF LIEN AND THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LIEN, THE COMPANY, THE MERGER AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, or from each company’s investor relations website at www.investors.chicagoatlanticbdc.com (LIEN) and www.investors.refi.reit (the Company), or by directing a request to LIEN@chicagoatlantic.com (LIEN) or IR@REFI.reit (the Company).

 

Participants in the Solicitation

 

LIEN, the Company and their respective directors and executive officers, Chicago Atlantic BDC Adviser, LLC, the external investment adviser to LIEN (the “LIEN Adviser”), and Chicago Atlantic REIT Manager, LLC, the external manager of the Company (the “Company Manager”), and their respective directors, officers, members, managers, partners, employees and affiliates, and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of LIEN and the Company in connection with the Merger and the related proposals. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of LIEN and the Company in connection with the Merger and the related proposals, including a description of their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Additional information regarding the ownership of LIEN and the Company securities by their respective directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, which can be found through the SEC’s website at www.sec.gov. Information about the directors and executive officers of LIEN set forth in LIEN’s proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, and in LIEN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026. Information about the directors and executive officers of the Company set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 23, 2026, and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. Each of these documents is available free of charge at the SEC’s website, www.sec.gov, or from LIEN’s or the Company’s investor relations website, as applicable.

 

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Item 9.01 Financial Statements and Exhibits.

 

d) Exhibits

 

Exhibit
Number
  Description
     
99.1   Press release dated August 11, 2026.
99.2   Second Quarter 2026 Earnings Supplemental Presentation dated August 11, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

   

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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 hereunto duly authorized.

 

 

CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
     
Date: August 11, 2026 By: /s/ Peter Sack
    Peter Sack, Co-Chief Executive Officer

 

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