[8-K] Chicago Atlantic Real Estate Finance, Inc. Reports Material Event

Rhea-AI Filing Summary

Chicago Atlantic Real Estate Finance, Inc. (Nasdaq: REFI) filed a Form 8-K disclosing the results of its 13 June 2025 Annual Meeting. The only business conducted was Item 5.07 (submission of matters to a vote of security holders).

Board elections: Shareholders re-elected all seven directors to serve until the 2026 meeting. Most nominees received near-unanimous support, but voting patterns were uneven:

• Anthony Cappell and Peter Sack each received roughly 8.52 million “FOR” votes and less than 1% withheld.
• Elizabeth Stavola secured 8.54 million “FOR” votes with 0.7% withheld.
• John Mazarakis saw 12.4% withheld (1.06 million) against 7.54 million “FOR”.
• Brandon Konigsberg and Michael L. Steiner each faced about 20% withheld (≈1.72 million) on 6.88 million “FOR”.
• Jason Papastavrou recorded the lowest support, with 3.62 million votes withheld—approximately 42% of the 8.60 million shares voted on his seat.

Broker non-votes totaled 5.48 million for every director, meaning 39% of outstanding shares were not entitled to vote on the election proposal.

Auditor ratification: BDO USA, P.C. was confirmed as independent registered public accounting firm for fiscal 2025 with 13.95 million votes “FOR” (99.1%), 36 k “AGAINST” and 99 k abstentions. No broker non-votes were recorded on this item.

No other matters, financial statements, or major transactions were presented. The filing therefore has limited operational impact, but the elevated withhold percentages against certain directors may signal shareholder governance concerns that the company could need to address ahead of next year’s meeting.

Positive

• 99.1% shareholder support for reappointing BDO USA, P.C. suggests strong confidence in the company’s financial reporting and audit quality.

Negative

• 42% of votes withheld from director Jason Papastavrou and ~20% withheld from two other directors indicate notable shareholder dissatisfaction that could attract future governance scrutiny.

Insights

Corporate Governance Expert

TL;DR: All REFI directors re-elected, but 42% withholds for Papastavrou flag rising governance dissent.

The meeting’s outcomes are procedurally routine, yet the distribution of withhold votes is noteworthy. While five nominees enjoyed >80-99% support, Jason Papastavrou’s 58% approval and two other directors’ ~80% approval indicate a subset of investors dissatisfied with specific board representation. Such patterns often reflect concerns about independence, tenure, or committee performance. Although none of the votes threaten board continuity today, they could influence future proxy solicitations, spur engagement with large holders, and affect ISS/Glass Lewis recommendations next year. The overwhelming 99% ratification of BDO mitigates any auditor-related risk, suggesting investors are comfortable with financial reporting. Overall governance profile remains intact, but management should treat the dissent as an early warning.

Portfolio Manager

TL;DR: Routine meeting; voting dissent not material to near-term valuation.

From an investment perspective, this 8-K does not alter REFI’s cash flows, dividend outlook, or credit profile. Board continuity ensures strategic consistency, and the clean auditor vote limits accounting risk. The high broker non-vote count (5.48 m) is typical for externally-managed REITs. Unless dissent escalates into activist action, I view the event as governance noise rather than a driver of market performance. My impact rating remains neutral.

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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): June 13, 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

Not applicable

(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 5.07 Submission of Matters to a Vote of Security Holders.

Chicago Atlantic Real Estate Finance, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 13, 2025 and submitted two matters to the vote of the shareholders. A summary of the matters voted upon by shareholders is set forth below.

1.Shareholders elected seven members of the board of directors of the Company, each to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified. The following votes were taken in connection with this proposal:

Name		For			Votes Withheld		Broker Non-Votes
John Mazarakis		7,539,827			1,063,174		5,480,592
Anthony Cappell		8,523,019			79,982		5,480,592
Peter Sack		8,522,848			80,153		5,480,592
Jason Papastavrou		4,982,432			3,620,569		5,480,592
Elizabeth Stavola		8,542,086			60,915		5,480,592
Brandon Konigsberg		6,876,316			1,726,685		5,480,592
Michael L. Steiner		6,881,842			1,721,159		5,480,592

2.Shareholders ratified the appointment of BDO USA, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 based on the following votes:

For		Against		Abstain		Broker Non-Votes
13,948,564		35,836		99,193		-

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
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:	June 20, 2025	By:	/s/ Peter Sack
			Co-Chief Executive Officer

FAQ

What was voted on at Chicago Atlantic Real Estate Finance’s 2025 annual meeting?

Shareholders voted on two items: election of seven directors and ratification of BDO USA, P.C. as auditor for fiscal 2025.

How much support did REFI shareholders give to the auditor appointment?

BDO USA, P.C. received 13,948,564 votes FOR, representing 99.1% of votes cast.

Which REFI director received the lowest shareholder support in 2025?

Jason Papastavrou had 4,982,432 votes FOR and 3,620,569 votes WITHHELD, meaning about 42% of votes were withheld.

Were there any broker non-votes recorded?

Yes. Each director election recorded 5,480,592 broker non-votes; the auditor ratification item had none.

Does this 8-K include any earnings or transaction information?

No. The filing is limited to shareholder voting results; it contains no earnings, M&A, or financing disclosures.