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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): November 4, 2025
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: 312 809-7002
(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
November 4, 2025, Chicago Atlantic Real Estate Finance, Inc. (the “Company”) issued a press release announcing its financial
results for the third quarter ended September 30, 2025. 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
November 4, 2025, the Company disseminated a presentation to be used in connection with its conference call to discuss its financial
results for the third quarter ended September 30, 2025, which will be held on Tuesday, November 4, 2025, 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.
Item
9.01 Financial Statements and Exhibits.
d)
Exhibits
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated November 4, 2025. |
| 99.2 |
|
Third Quarter 2025 Earnings Supplemental Presentation dated November 4, 2025. |
| 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 hereunto duly authorized.
|
CHICAGO
ATLANTIC REAL ESTATE FINANCE, INC. |
| |
|
|
| Date:
November 4, 2025 |
By:
|
/s/
Peter Sack |
| |
|
Peter
Sack, Co-Chief Executive Officer |