REFI (NASDAQ: REFI) to merge into LIEN (NASDAQ: LIEN) in all-stock BDC combination
Rhea-AI Filing Summary
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.
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Insights
REFI plans a transformative NAV-for-NAV merger into LIEN, creating a larger cannabis-focused BDC with notable execution and regulatory risk.
The transaction converts REFI from a mortgage REIT into a business development company, then combines it with LIEN in an all-stock, NAV-based exchange. Pro forma materials highlight a roughly $771mm combined portfolio, a trailing gross yield of 16.7%, and an expected post-merger ownership split of about 50.5% to REFI holders based on March 31, 2026 net asset values. Both boards and independent special committees unanimously approved the deal after a fairness opinion on the exchange ratio.
The structure is complex: REFI must complete a BDC election, pay "Tax Dividends" to clear REIT earnings and profits, and help preserve tax treatment as a reorganization under Section 368(a). Closing also depends on dual stockholder approvals, SEC effectiveness of a Form N-14, Nasdaq listing authorization for new LIEN shares, and credit facility and note-related conditions. The Merger Agreement includes non-solicitation covenants with fiduciary outs, matching rights, and a broad set of termination triggers, including a long-stop date of June 30, 2027.
From a capital markets perspective, management presents potential net investment income accretion via higher leverage (illustratively up to 0.90x debt-to-equity) and better funding access for the larger BDC. At the same time, the forward-looking sections list numerous risks: regulatory and tax uncertainties around REIT-to-RIC conversion, cannabis industry legal changes, integration challenges, and the possibility that a contemplated $25.0 million share repurchase program may not be adopted or may differ from current expectations. Subsequent filings and the eventual joint proxy/prospectus will be important for tracking progress against these conditions and assumptions.
8-K Event Classification
Key Figures
Key Terms
business development company financial
regulated investment company financial
Exchange Ratio financial
Tax Dividends financial
Section 368(a) of the Code financial
Form N-14 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What merger did Chicago Atlantic Real Estate Finance (REFI) announce with Chicago Atlantic BDC (LIEN)?
How will REFI stockholders be compensated in the LIEN merger?
What ownership stake will REFI stockholders have in LIEN after the merger?
What is the expected size and profile of the combined REFI–LIEN portfolio?
When is the REFI and LIEN merger expected to close?
What tax treatment is intended for the REFI–LIEN merger and REFI’s REIT status?
Are there existing support agreements for the REFI and LIEN merger vote?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 18, 2026 (
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 17, 2026, Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chicago Atlantic BDC, Inc., a Maryland corporation (“Acquiror”), Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company and the investment adviser to Acquiror (the “Acquiror Adviser”), and Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company and the external manager to the Company (the “Company Manager,” and together with Acquiror Adviser, the “Advisers”). Pursuant to the terms of the Merger Agreement, the Company will merge with and into the Acquiror (the “Merger”), with Acquiror continuing as the surviving company (the “Surviving Company”). Following the Merger, the Surviving Company intends to continue to be treated as a regulated investment company (a “RIC”) under Sections 851 and 852 of the Internal Revenue Code of 1986, as amended (the “Code”). The parties intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
Prior to the Merger, the Company, which has previously elected to be taxed as a real estate investment trust (“REIT”), will elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by filing a Form N-54A with the United States Securities and Exchange Commission (the “SEC”) (the “BDC Election” and the time of such filing, the “BDC Election Time”). Prior to the BDC Election, the Company will adopt, subject to approval by its stockholders, a new investment advisory agreement (the “New BDC Advisory Agreement”) with the Acquiror Adviser, which will remain in effect until the Merger Effective Time (defined herein). The Company’s current management agreement with the Company Manager will terminate automatically upon the BDC Election Time, and the New BDC Advisory Agreement will terminate automatically upon the Merger Effective Time, in each case without termination notice or termination payment.
The Board of Directors of the Company (the “Company Board”), upon the unanimous recommendation of a special committee comprised solely of independent directors of the Company (the “Company Special Committee”), unanimously (i) determined that the Merger Agreement, the BDC Election and the terms of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) are fair to, and in the best interests of, the Company and its stockholders, and that the Company’s existing stockholders will not suffer dilution as a result of the Transactions, (ii) approved and declared advisable the Merger Agreement, the BDC Election and the other Transactions, (iii) directed that the matters relating to the BDC Election and the adoption of the New BDC Advisory Agreement (the “Company BDC Election Matters”) and the matters relating to the Merger (the “Company Merger Matters”) be submitted to the Company’s stockholders at a meeting of the Company’s stockholders (the “Company Stockholders Meeting”), and (iv) resolved to recommend that the Company’s stockholders approve the Company BDC Election Matters and the Company Merger Matters at the Company Stockholders Meeting.
In connection with its evaluation of the Merger, the Company Special Committee received the opinion of Oppenheimer & Co. Inc., financial advisor to the Company Special Committee, to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio (defined herein) is fair, from a financial point of view, to the Company’s stockholders (other than the Company Manager, the Acquiror, the Acquiror Adviser and any of their respective affiliates).
Merger Consideration.
At the effective time of the Merger (the “Merger Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by Acquiror or any of its consolidated subsidiaries, which will be cancelled for no consideration) will be converted into the right to receive a number of shares of common stock, par value $0.01 per share, of Acquiror (“Acquiror Common Stock”) equal to the Exchange Ratio (defined herein) (the “Merger Consideration”).
The “Exchange Ratio” is the ratio of the net asset value per share of Company Common Stock (the “Closing Company Net Asset Value”) to the net asset value per share of Acquiror Common Stock (the “Acquiror Closing Net Asset Value”), each of which will be calculated in good faith as of a date no earlier than 48 hours (excluding Sundays and holidays) prior to the Merger Effective Time, based on the valuation principles, assumptions and methodologies set forth in Exhibit A to the Merger Agreement, and subject to customary approval and certification procedures.
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Each holder of Company Common Stock that would otherwise be entitled to receive a fractional share of Acquiror Common Stock will receive, in lieu thereof, cash (without interest) based on the volume-weighted average trading price of Acquiror Common Stock on the Nasdaq Global Market (the “Nasdaq”) for the five consecutive trading days ending on the third trading day preceding the Closing Date (as defined in the Merger Agreement).
Stockholder Approvals.
Consummation of the Transactions requires the affirmative vote of: (i) the lesser of (A) 67% of the shares of Company Common Stock present at a meeting at which more than 50% of the outstanding shares are present, or (B) more than 50% of the outstanding shares of Company Common Stock, to approve the BDC Election and the New BDC Advisory Agreement; and (ii) with respect to the adoption of the Merger Agreement and to approve the Company Merger Matters, the affirmative vote of (A) a majority of the outstanding shares of Company Common Stock and (B) a majority of the shares of Company Common Stock voted at the Company Stockholders Meeting other than shares held by Acquiror, the Acquiror Adviser, the Company Manager, any director or executive officer of any of the foregoing, any stockholder party to a Support Agreement (defined herein), and any of their respective affiliates, (together, the “Company Requisite Vote”). Consummation of the Transactions also requires the affirmative vote of: (i) a majority of the votes cast by the holders of outstanding shares of Acquiror Common Stock at a meeting of Acquiror’s stockholders (the “Acquiror Stockholders Meeting”) to approve the issuance of Acquiror Common Stock in connection with the Merger; and (ii) with respect to the adoption of the Merger Agreement and the approval of the Merger and the other Transactions, (X) a majority of the outstanding shares of Acquiror Common Stock and (Y) a majority of the shares of Acquiror Common Stock voted at the Acquiror Stockholders Meeting other than shares held by Acquiror, the Acquiror Adviser, the Company, the Company Manager, any director or executive officer of any of the foregoing, any stockholder party to a Support Agreement, and any of their respective affiliates (together, the “Acquiror Requisite Vote”).
In addition to the Acquiror Requisite Vote and the Company Requisite Vote, consummation of the Merger requires the Company Board (on the recommendation of the Company Special Committee) to approve certain matters required by Rule 17a-8 under the Investment Company Act (the “Post-BDC Election Approvals”). Receipt of the Post-BDC Election Approvals is a condition to the Company’s obligation to submit the Company Merger Matters to its stockholders at the Company Stockholders Meeting.
In accordance with the Maryland General Corporation Law, no appraisal rights are available to holders of Company Common Stock in connection with the Transactions.
Required Filings.
The Merger Agreement contemplates the filing with the SEC of the BDC Election on Form N-54A, and a registration statement on Form N-14 (the “Registration Statement”), which is a joint proxy statement/prospectus relating to the Company Stockholders Meeting and the Acquiror Stockholders Meeting (the “Joint Proxy Statement/Prospectus”) that will be included as a prospectus, and the declaration of effectiveness of the Registration Statement by the SEC. The Merger Agreement also contemplates the filing of the articles of merger (the “Articles of Merger”) with, and acceptance for record by, the State Department of Assessments and Taxation of Maryland, and filings and approvals under applicable state securities laws and the rules of Nasdaq, including in connection with approval of the listing of the shares of Acquiror Common Stock to be issued as Merger Consideration.
Representations and Warranties.
The Merger Agreement contains representations and warranties of the Company, Acquiror and the Advisers that are customary for transactions similar to the Merger, including representations regarding corporate organization, capitalization, authority, governmental consents, financial statements, compliance with law, absence of changes, taxes, litigation, material contracts, investment assets, and valuation matters specific to the BDC and REIT regulatory context. The representations and warranties do not survive the Merger Effective Time.
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Covenants.
The Merger Agreement contains covenants requiring each of the Company and Acquiror, during the period from the date of the Merger Agreement until the earlier of the Merger Effective Time or termination of the Merger Agreement to (i) conduct its business in the ordinary course consistent with past practice and its publicly disclosed investment objectives and policies, and (ii) use reasonable best efforts to maintain and preserve its business organization and existing business relationships. The Merger Agreement also contains customary forbearances restricting certain actions without the prior written consent of the other party, including with respect to issuance of securities, declaration of dividends (subject to exceptions for regular quarterly distributions, distributions necessary to maintain RIC or REIT qualification, and Tax Dividends (as defined in the Merger Agreement)), dispositions and acquisitions of assets, amendments to organizational documents, incurrence of indebtedness, and entry into, amendment, or termination of material contracts.
The Merger Agreement also contains additional covenants of the parties, including covenants to use reasonable best efforts to obtain required regulatory and other approvals; to cooperate in the preparation and filing of the Registration Statement; to convene meetings of their respective stockholders; to provide indemnification and directors’ and officers’ liability insurance for the Company’s directors and officers; and to cooperate on tax matters, including actions intended to preserve the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, the qualification of the Surviving Company as a RIC, and the Company’s REIT qualification through the Merger Effective Time. Prior to the BDC Election Time, the Company is required to declare and pay one or more Tax Dividends in amounts sufficient to (i) eliminate the Company’s accumulated earnings and profits for U.S. federal income tax purposes and (ii) reduce its REIT taxable income and net capital gain to zero for its final REIT taxable year.
No Solicitation; Fiduciary Out.
The Merger Agreement contains mutual non-solicitation provisions that restrict the ability of the Company and Acquiror, and their respective representatives, to, among other things, solicit, encourage, facilitate, or engage in discussions or negotiations regarding alternative acquisition proposals (each, a “Takeover Proposal”), or furnish non-public information in connection with Takeover Proposals, in each case, subject to the exceptions described below.
Each of the Company and Acquiror may engage in discussions or negotiations with, and provide non-public information to, a third party that has made a bona fide unsolicited Takeover Proposal if the applicable special committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that (i) failure to consider such Takeover Proposal would be reasonably likely to be a breach of the directors’ fiduciary duties under applicable law, and (ii) such Takeover Proposal constitutes or is reasonably likely to result in a Company Superior Proposal (as defined in the Merger Agreement) or an Acquiror Superior Proposal (as defined in the Merger Agreement), as applicable, subject in each case to notice and other procedural requirements set forth in the Merger Agreement.
Subject to compliance with notice, matching-rights and good-faith negotiation requirements set forth in the Merger Agreement (including a two-calendar-day matching-rights period, which restarts upon any amendment to the financial or other material terms of a superior proposal), the Company Board or the Acquiror Board (as defined in the Merger Agreement), as applicable, may effect an adverse recommendation change in response to a Company Superior Proposal or an Acquiror Superior Proposal. Each board may also effect an adverse recommendation change in response to an Intervening Event (as defined in the Merger Agreement), subject to a five-business-day notice and good-faith negotiation period. The Company and Acquiror may each terminate the Merger Agreement to enter into a definitive agreement with respect to a superior proposal.
Conditions to Closing.
Consummation of the Merger is subject to the satisfaction or waiver of a number of closing conditions, including: (i) receipt of the Acquiror Requisite Vote, the Company Requisite Vote and the Post-BDC Election Approvals; (ii) Nasdaq listing authorization for the shares of Acquiror Common Stock issuable as Merger Consideration; (iii) effectiveness of the Registration Statement; (iv) the absence of any order or law prohibiting the Merger and the absence of any pending governmental proceeding seeking to enjoin the Merger; (v) receipt of all required regulatory approvals; (vi) completion of the Closing Acquiror Net Asset Value and Closing Company Net Asset Value determinations; (vii) filing of the BDC Election with the SEC; (viii) satisfaction of specified conditions relating to the parties’ existing credit facilities and the Company Notes (as defined in the Merger Agreement); (ix) the Support Agreements remaining in full force and effect; and (x) customary bring-down conditions with respect to the accuracy of the other party’s (and its Adviser’s) representations and warranties, performance of covenants, the absence of a Material Adverse Effect (as defined in the Merger Agreement), and receipt of a tax opinion that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, with Acquiror’s obligation further conditioned on delivery by the Company of a FIRPTA certificate.
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Termination and Fees.
The Merger Agreement may be terminated at any time prior to the Merger Effective Time by mutual written consent.
Either party may terminate the Merger Agreement if: (i) any governmental entity denies a required regulatory approval in a final and non-appealable decision, or issues a final order prohibiting the Merger; (ii) the Merger has not been consummated by June 30, 2027; (iii) the Acquiror stockholders fail to approve the matters submitted for their approval; or (iv) the Company Board fails to approve the Post-BDC Election Approvals or the Company stockholders fail to approve the Company BDC Election Matters or Company Merger Matters; provided that the terminating party has not materially breached its obligations in a manner causing the failure, in each case subject to customary limitations on a party’s right to terminate where its breach has caused the failure.
The Company may terminate the Merger Agreement upon: (i) a breach by Acquiror of its representations, warranties, or covenants that would result in the failure of specified closing conditions, subject to a 30-day cure period; (ii) the occurrence of specified events relating to Acquiror’s recommendation or non-solicitation obligations; or (iii) the Company Board’s authorization, on the recommendation of the Company Special Committee, to enter into a definitive agreement with respect to a Company Superior Proposal.
Acquiror may terminate the Merger Agreement upon: (i) a breach by the Company of its representations, warranties, or covenants that would result in the failure of specified closing conditions, subject to a 30-day cure period; (ii) the occurrence of specified events relating to the Company’s recommendation or non-solicitation obligations; or (iii) the Acquiror Board’s authorization to enter into a definitive agreement with respect to an Acquiror Superior Proposal.
Except with respect to costs and expenses of printing and mailing the Registration Statement and all filing and other fees paid to the SEC in connection with the Merger, all fees and expenses incurred in connection with the BDC Election, Merger, and the Transactions shall be borne as follows: (i) one-half (1/2) of such fees shall be borne by the Acquiror and (ii) the remaining one-half (1/2) of such fees shall be borne by the Company, provided, however, that the Company Manager shall pay $2,000,000 of the fees and expenses for which the Company is responsible on behalf of the Company. With respect to the payment of the costs and expenses of printing and mailing the Registration Statement and all filing and other fees payable to the SEC in connection with the Merger: (i) Acquiror shall be responsible to pay for the first $200,000 of such fees and expenses; (ii) to the extent such fees and expenses exceed $200,000, the Company shall be responsible for the next $150,000; and (iii) to the extent that such fees and expenses exceed $350,000, both Acquiror and the Company shall evenly split the payment of any and all remaining fees and expenses.
Share Repurchase Program.
The Merger Agreement provides that, from the date of the Merger Agreement until the Merger Effective Time, the Acquiror Board will consider in good faith the adoption of a share repurchase program of up to $25 million to be implemented following the closing, on such terms and subject to such conditions as the Acquiror Board may determine to be advisable, taking into account then current market conditions and other matters the Acquiror Board determines to be relevant.
Specific Performance.
The parties have agreed that irreparable damage would occur in the event of a breach of the Merger Agreement and that monetary damages would not be an adequate remedy. Accordingly, the parties are entitled to injunctive relief and specific performance to enforce the terms of the Merger Agreement in any federal or state court located in the State of Maryland, without proof of actual damages and without the requirement of posting a bond.
Support Agreements
Concurrently with the execution of the Merger Agreement, (i) each of Acquiror Adviser, John Mazarakis, Scott Gordon, and Anthony Cappell, in his or its capacity as a stockholder of Acquiror, and (ii) each of John Mazarakis, Anthony Cappell, David Kite, Peter Sack, and Phil Silverman, in his capacity as a stockholder of the Company, entered into a support agreement with the Company and Acquiror (each a “Support Agreement”), pursuant to which, among other things, each agreed to vote his or its shares of Acquiror Common Stock and Company Common Stock in favor of the Acquiror Matters and the Company BDC Election Matters and Company Merger Matters, as applicable. The Support Agreements cover approximately 4.8% of the outstanding Company Common Stock and approximately 12.9% of the outstanding Acquiror Common Stock. The closing of the Merger is subject to the condition that the Support Agreements remain in full force and effect.
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Director and Officer Consent and Limited Waiver
Concurrently with the execution of the Merger Agreement, each of the Company’s directors and executive officers executed a Consent and Limited Waiver (the “Consent and Waiver”). Pursuant to the Consent and Waiver, effective immediately prior to the BDC Election, each director and executive officer of the Company waives any right to indemnification, exculpation, or expense reimbursement under the Company’s charter, bylaws, or indemnification agreements solely to the extent prohibited by Section 17(h) of the Investment Company Act. All other indemnification, exculpation, and expense reimbursement rights of the Company’s directors and executive officers remain in full force and effect.
The foregoing description is qualified in its entirety by reference to the form of Consent and Waiver, filed as Exhibit 10.3 hereto and incorporated herein by reference.
Other Material Terms
Following the Merger Effective Time, Acquiror will indemnify and hold harmless present and former directors and officers of the Company against costs and liabilities incurred in connection with proceedings arising out of actions or omissions occurring at or prior to the Merger Effective Time. The Company or the Surviving Company will obtain a seven-year “tail” directors’ and officers’ insurance policy with coverage not less than the Company’s existing policy, subject to a customary cost cap.
The Surviving Company’s articles of incorporation and bylaws will be the articles of incorporation and bylaws of Acquiror in effect immediately prior to the Merger Effective Time. The Surviving Company’s board of directors as of the Merger Effective Time will include three independent directors continuing from the Company’s existing board and two independent directors continuing from Acquiror’s existing board, in addition to such other directors as may be designated in accordance with the Merger Agreement.
The Merger Agreement is governed by the laws of the State of Maryland.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 18, 2026, the Company and Acquiror issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 18, 2026, the Company and Acquiror will host a joint investor conference call at 9:00 a.m. Eastern Time to discuss the Merger. In connection with the conference call, the Company and Acquiror have prepared an investor presentation, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The investor presentation will also be made available on the investor relations sections of the Company’s and Acquiror’s respective websites.
The conference call details are as follows:
| ● | When: Thursday, June 18, 2026 |
| ● | Time: 9:00 a.m. Eastern Time |
| ● | Conference Call Dial-In: 877-317-6789 (domestic) and 412-317-6789 (international) |
| ● | Webcast Live Stream: https://event.choruscall.com/mediaframe/webcast.html?webcastid=cm4KYEzO |
A replay of the conference call will be available on the investor relations sections of the Company’s and Acquiror’s respective websites following the conclusion of the call.
The information contained in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of June 17, 2026, by and among Chicago Atlantic Real Estate Finance, Inc., Chicago Atlantic BDC, Inc., Chicago Atlantic BDC Advisers, LLC, and Chicago Atlantic REIT Manager, LLC | |
| 10.1 | Form of Support Agreement (Company Stockholders), dated as of June 17, 2026, by and among Chicago Atlantic Real Estate Finance, Inc., Chicago Atlantic BDC, Inc., and the stockholders party thereto | |
| 10.2 | Form of Support Agreement (Acquiror Stockholders), dated as of June 17, 2026, by and among Chicago Atlantic Real Estate Finance, Inc., Chicago Atlantic BDC, Inc., and the Acquiror stockholders party thereto | |
| 10.3 | Form of Consent and Limited Waiver, dated as of June 17, 2026, executed by each director and executive officer of Chicago Atlantic Real Estate Finance, Inc. | |
| 99.1** | Joint Press Release, dated June 18, 2026. | |
| 99.2** | Investor Presentation, dated June 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| ** | Furnished, not filed. |
Forward-Looking Statements
Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition of Acquiror, the Company or the Merger. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, to the extent applicable. Forward-looking statements may include statements as to: future operating results of the Surviving Company and distribution projections; business prospects of the Surviving Company and, to the extent applicable, the prospects of its portfolio companies; and the impact of the investments that the Surviving Company expects to make. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the ability to realize the anticipated benefits of the Merger, including the risk that integration of the businesses of Acquiror and the Company may be more difficult, time-consuming or costly than expected, and the risk of unanticipated transaction costs, loss of key personnel, or adverse effects on existing business relationships; (iii) the percentage of Acquiror and the Company stockholders voting in favor of the proposals submitted for their approval; (iv) the possibility that competing offers or acquisition proposals will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the risk that required regulatory approvals or non-objections, including effectiveness of the Registration Statement, SEC acceptance of the BDC Election, and Nasdaq listing authorization for the shares of Acquiror Common Stock to be issued in the Merger, may not be obtained on the contemplated timeline or at all; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (viii) changes in the economy, financial markets, and political environment; (ix) future changes in laws or regulations, including with respect to the cannabis industry at the federal and state levels, federal enforcement policy, and any rescheduling or descheduling of cannabis under the Controlled Substances Act; (x) the risk that the Merger may not qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (xi) the risk that the surviving company may not qualify or maintain its qualification as a regulated investment company for U.S. federal income tax purposes; (xii) the risk that the Company may fail to maintain its qualification as a real estate investment trust through the effective time of the Merger; (xiii) the risk that the Company may be unable to complete the BDC Election on the contemplated timeline or at all; (xiv) the risk that the Exchange Ratio, which will be determined based on the closing net asset value of each of Acquiror and the Company calculated shortly prior to closing, may differ from current expectations or may not reflect changes in market conditions or portfolio values between signing and closing; (xv) the risk that the amount, timing or tax treatment of the Tax Dividends required to be paid by the Company prior to the BDC Election Time may differ from current expectations, or that the Company may lack sufficient liquidity to pay such dividends on the contemplated timeline; (xvi) the risk that the conversion of the Company from a REIT to a regulated investment company may give rise to corporate-level tax on built-in gains or other tax consequences that may differ from current expectations; (xvii) the risk that operating as a BDC under the Investment Company Act will subject the Surviving Company to regulatory limitations, including with respect to leverage and affiliate transactions, that may adversely affect operating results or investment strategy; (xviii) the risk that the share repurchase program of up to $25.0 million that the Acquiror Board of Directors has agreed to consider in good faith following the Closing may not be adopted, or, if adopted, may differ in size, scope, timing, or terms from current expectations; and (xix) other considerations that may be disclosed from time to time in publicly available documents filed by Acquiror and the Company with the SEC. Acquiror and the Company undertake no duty to update any forward-looking statements made herein.
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No Offer or Solicitation
This Current Report on Form 8-K 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, or in a transaction exempt from the registration requirements of the Securities Act.
Additional Information and Where to Find It
This communication relates to the proposed Merger involving Acquiror and the Company, along with related proposals for which stockholder approval will be sought. The Merger Agreement was unanimously approved by the Boards of Directors of both Acquiror and the Company, each acting on the unanimous recommendation of its respective Special Committee comprised solely of independent directors. In connection with the proposals, Acquiror intends to file relevant materials with the SEC, including a registration statement on Form N-14, which will include a joint proxy statement of Acquiror and the Company and a prospectus of Acquiror (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 ACQUIROR 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 ACQUIROR, 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 (Acquiror) and www.investors.refi.reit (the Company), or by directing a request to LIEN@chicagoatlantic.com (Acquiror) or IR@REFI.reit (the Company).
Participants in the Solicitation
Acquiror, the Company and their respective directors and executive officers, the Acquiror Adviser and 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 Acquiror 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 Acquiror 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 Acquiror and the Company’s securities by their respective directors and executive officers is included in such persons’ 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 Acquiror is also set forth in Acquiror’s proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, and in Acquiror’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 is also 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 Acquiror’s or the Company’s investor relations website, as applicable.
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SIGNATURE
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. | ||
| By: | /s/ Phil Silverman | |
| Date: June 18, 2026 | Phil Silverman, Chief Financial Officer | |
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Exhibit 99.1
Chicago Atlantic Real Estate Finance, Inc. and Chicago Atlantic BDC, Inc. Announce Definitive Merger Agreement
Creates a scaled BDC positioned for growth while maintaining industry leading credit quality and portfolio yield
NEW YORK, June 18, 2026 — Chicago Atlantic Real Estate Finance, Inc. (“REFI”) (NASDAQ: REFI), a commercial mortgage real estate investment trust, and Chicago Atlantic BDC, Inc. (the “LIEN”) (NASDAQ: LIEN), a specialty finance company that has elected to be regulated as a business development company (“BDC”), today announced they have entered into a definitive merger agreement (the “Merger Agreement”) under which REFI will elect to be regulated as a BDC, and merge with and into LIEN in an all-stock, strategic combination (the “Merger”). Upon closing of the Merger, LIEN will be the surviving public entity and will continue to operate as a BDC and trade on the Nasdaq Global Select Market under the ticker symbol “LIEN.”
The Board of Directors of both companies, each acting on the unanimous recommendation of their respective special committee comprised solely of independent directors, unanimously approved the Merger Agreement and the transactions contemplated thereby. Under the terms of the Merger Agreement, REFI stockholders will receive a number of shares of LIEN common stock based on the ratio of REFI’s adjusted net asset value (“NAV”) per share to LIEN’s adjusted NAV per share, in each case as determined shortly prior to closing in accordance with the Merger Agreement. Based on the respective net asset values of REFI and LIEN as of March 31, 2026, the former REFI stockholders would be expected to own approximately 50.5% of LIEN immediately following the Merger; the actual ownership percentage will depend on the NAV ratio calculated shortly prior to closing. The Merger is structured as an adjusted NAV-for-NAV exchange of shares.
Peter Sack, Co-Chief Executive Officer of REFI and, Chief Executive Officer of LIEN stated “The merger of REFI and LIEN brings together two platforms with a shared foundation of disciplined, senior secured lending to the cannabis industry and underserved segments of the lower middle markets. For REFI, this transaction is a path to unlock value that would be difficult to achieve independently in the current evolving cannabis investment landscape. For LIEN, this transaction accelerates the core strategy.” Mr. Sack continued, “Together, we believe the combined platform will be better positioned to pursue attractive risk-adjusted returns across cannabis and the broader lower middle market.”
Scott Gordon, Executive Chairman of the Board of Directors of LIEN remarked, “The merger of REFI and LIEN is a strategic transaction that we believe will enhance value for stockholders. We view this as an important step on our path to pursuing greater scale, supporting earnings over time and maintaining strong credit quality for the combined company.”
Strategic Benefits of the Merger:
| ● | Increases Competitive Positioning – The Merger creates a vehicle with a pro-forma NAV of $613 million1, and a pro-forma portfolio of $771 million1 in investments, which the parties believe could expand the combined company’s reach with a broader universe of borrowers. |
| ● | Enhances Portfolio Diversification and Collateral Base – The pro forma vehicle is expected to include an attractive mix of cash-flow loans, real estate–backed loans, and diversified direct lending. |
| ● | Improves Access to Debt Capital – Increased scale is expected to expand access to larger, lower-cost, and more diversified leverage, which the boards believe could support more efficient balance sheet management over time, driving incremental earnings. |
| ● | Enhances Liquidity and Investor Visibility – Increased scale may support improved trading liquidity, increased institutional engagement and visibility. |
| ● | Potential for Earnings Accretion – The boards believe the combination has the potential to drive operating efficiencies through the elimination of overlapping expense categories and may support increased earnings capacity over time through prudent use of leverage. |
| 1 | Pro-forma information based on March 31, 2026 financial statements as reported on Form 10-Q. |
| ● | Strong Pro Forma Portfolio Metrics – Results in a pro-forma portfolio with strong, credit metrics, reflecting the aligned investment and underwriting philosophies of the combined platforms. |
| ● | Stock Repurchase Program – The Merger agreement provides that the LIEN board will consider in good faith, the adoption of a stock repurchase program of up to $25.0 million to be implemented following the closing of the transaction, subject to market conditions and other factors the LIEN Board determines to be relevant at that time. |
Management and Governance
Chicago Atlantic BDC Advisers, LLC, a majority-owned subsidiary of Chicago Atlantic Group, LP, will continue to serve as the investment adviser of LIEN following the closing of the Merger.
Peter Sack will lead the combined company as Chief Executive Officer. Following the closing of the transaction, the LIEN Board of Directors will include three independent directors continuing from REFI and two independent directors continuing from LIEN, along with two directors affiliated with the LIEN Adviser or its affiliates (subject to finalization in accordance with the Merger Agreement and applicable Investment Company Act requirements).
Required Approvals and Expected Timing
Completion of the Merger is subject to the approval of stockholders of both REFI and LIEN, as well as regulatory approvals, lender consents and other customary closing conditions. Subject to the satisfaction of the conditions of the transaction, the Merger is currently expected to close in the fourth quarter of 2026. Chicago Atlantic has agreed to fund $2.0 million of REFI’s transaction-related expenses in connection with the transaction at or immediately prior to closing, underscoring its commitment to the transaction.
Transaction Advisors
Oppenheimer & Co. is serving as financial advisor, and Nixon Peabody LLP is serving as legal counsel to the Special Committee of independent directors of REFI.
Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor, and Eversheds Sutherland is serving as legal counsel to the Special Committee of independent directors of LIEN.
Conference Call and Related Presentation
A joint conference call will be held at 9:00 a.m. ET on Thursday, June 18, 2026. A live webcast of the conference call and associated presentation material will be available on the investor relations section of each company’s website at investors.refi.reit and investors.chicagoatlanticbdc.com A replay of the call will be available at the end of the day at the same locations.
Call Details:
| · | When: Thursday, June 18, 2026 |
| · | Time: 9:00 a.m. ET |
| · | Conference call dial-in: 877-317-6789 and 412-317-6789 for international callers |
| · | Webcast Live Stream: https://event.choruscall.com/mediaframe/webcast.html?webcastid=cm4KYEzO |
2
About Chicago Atlantic Real Estate Finance, Inc.
Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) is a market-leading commercial mortgage REIT utilizing significant real estate, credit and cannabis expertise to originate senior secured loans primarily to state-licensed cannabis operators in limited-license states in the United States. REFI is managed by Chicago Atlantic REIT Manager, LLC, an investment manager focused on the cannabis industry and other niche or underfollowed sectors, please visit https://www.refi.reit/.
About Chicago Atlantic BDC, Inc.
Chicago Atlantic BDC, Inc. (Nasdaq: LIEN) is a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, and has elected to be treated as a regulated investment company for U.S. federal income tax purposes. LIEN’s investment objective is to maximize risk-adjusted returns on equity for its stockholders by investing primarily in direct loans to privately held middle-market companies, with a primary focus on cannabis companies. LIEN is managed by Chicago Atlantic BDC Advisers, LLC, an investment manager focused on the cannabis industry and other niche or underfollowed sectors. For more information, please visit https://investors.chicagoatlanticbdc.com/.
Forward-Looking Statements
Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of REFI, LIEN or the Merger. Forward-looking statements may include statements as to: future operating results of the combined company and distribution projections; business prospects of the combined company and the prospects of its portfolio companies; and the impact of the investments that the combined company expects to make. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements. The forward-looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the Merger on the expected timeline, or at all; (ii) the ability to realize the anticipated benefits of the Merger; (iii) the percentage of LIEN and REFI stockholders voting in favor of the proposals submitted for their approval; (iv) the possibility that competing offers or acquisition proposals will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (viii) changes in the economy, financial markets, and political environment; (ix) future changes in laws or regulations, including laws applicable to the cannabis industry; (x) the risk that the Merger may not qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (xi) the risk that the surviving company may not qualify or maintain its qualification as a regulated investment company for U.S. federal income tax purposes; (xii) the risk that REFI may fail to maintain its qualification as a real estate investment trust through the effective time of the Merger; (xiii) the risk that REFI may be unable to complete the BDC Election on the contemplated timeline or at all; (xiv) the risk that the Exchange Ratio, which will be determined based on the Closing Net Asset Value of each of LIEN and REFI calculated shortly prior to closing, may differ from current expectations or may not reflect changes in market conditions or portfolio values between signing and closing; (xv) the risk that the amount, timing or tax treatment of the Tax Dividends required to be paid by REFI prior to the BDC Election Time may differ from current expectations, or that REFI may lack sufficient liquidity to pay such dividends on the contemplated timeline; (xvi) the risk that the conversion of REFI from a REIT to a regulated investment company may give rise to corporate-level tax on built-in gains or other tax consequences that may differ from current expectations; (xvii) the risk that operating as a BDC under the Investment Company Act will subject the combined company to regulatory limitations, including with respect to leverage and affiliate transactions, that may adversely affect operating results or investment strategy; (xviii) the risk that the share repurchase program of up to $25.0 million that the LIEN Board of Directors has agreed to consider in good faith following the Closing may not be adoption, or, if adopted, may differ in size, scope, timing, or terms from current expectations; and (xix) other considerations that may be disclosed from time to time in publicly available documents filed by LIEN and REFI with the SEC. LIEN and REFI undertake no duty to update any forward-looking statements made herein.
3
No Offer or Solicitation
This press release 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.
Additional Information and Where to Find It
This communication relates to the proposed Merger involving LIEN and REFI, along with related proposals for which stockholder approval will be sought. The Merger Agreement was unanimously approved by the Boards of Directors of both LIEN and REFI, each acting on the unanimous recommendation of its respective Special Committee comprised solely of independent directors. In connection with the proposals, LIEN intends to file relevant materials with the SEC, including a registration statement on Form N-14, which will include a joint proxy statement of LIEN and REFI 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 REFI 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, REFI, 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 (REFI), or by directing a request to LIEN@chicagoatlantic.com (LIEN) or IR@REFI.reit (REFI).
Participants in the Solicitation
LIEN, REFI and their respective directors and executive officers, the LIEN Adviser and 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 REFI 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 REFI 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 REFI securities by their respective directors and executive officers is included in such persons’ 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 is also 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 REFI is also set forth in REFI’s proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 23, 2026, and in REFI’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 REFI’s investor relations website, as applicable.
Contacts:
Tripp Sullivan
Lisa Kampf
SCR Partners
IR@REFI.reit
LIEN@chicagoatlantic.com
4
Exhibit 99.2
CONFIDENTIAL | Chicago Atlantic BDC, Inc. Chicago Atlantic BDC, Inc. ("LIEN") & Chicago Atlantic Real Estate Finance, Inc. ("REFI") Overview of Proposed Merger Between LIEN and REFI June 18, 2026
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 2 The information contained in this presentation should be viewed in conjunction with the Agreement and Plan of Merger (the "Merger Agreement") among LIEN, REFI (together with LIEN, the "Companies"), Chicago Atlantic BDC Advisers, LLC (the "LIEN Adviser") and Chicago Atlantic REIT Manager, LLC (the "REFI Manager"), dated June 18, 2026, and the Companies' respective Current Reports on Form 8-K dated June 18, 2026. The information contained herein may not be used, reproduced or distributed to others, in whole or in part, for any other purpose without the prior written consent of the Companies. This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy either of the Companies' respective common stock or any other securities nor will there be any sale of the common stock or any other securities referred to in this presentation in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. Nothing in these materials should be construed as a recommendation to invest in any securities that may be issued by either of the Companies or as legal, accounting or tax advice. An investment in securities of the type described herein presents certain risks. Nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. Information regarding performance by each of the respective Companies' management teams and their affiliates is presented for informational purposes only. You should not rely on the historical record of the either of the Companies' management teams and their affiliates as indicative of the future performance of an investment in either of the Companies or the returns either of the Companies will, or are likely to, generate going forward. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, neither of the Companies make no representation or warranty with respect to the accuracy of such information. This presentation contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the ® or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Companies do not intend their use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of either of the Companies by, any other companies. The information contained in this presentation is summary information that is intended to be considered in the context of other public announcements that either of the Companies may make, by press release or otherwise, from time to time. Neither REFI nor LIEN undertakes any duty or obligation to publicly update or revise the information contained in this presentation, except as required by law. These materials contain information about each of the Companies, certain of their personnel and affiliates and their historical performance. You should not view information related to the past performance of either of the Companies as indicative of future results, the achievement of which cannot be assured. Past performance does not guarantee future results, which may vary. The value of investments and the income derived from investments will fluctuate and can go down as well as up. A loss of principal may occur. Certain information contained herein may constitute "forward-looking statements" that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about each of the respective Companies, their current and prospective portfolio investments, their industry, their beliefs and opinions, and their assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond either of the Companies' control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors identified in each of REFI and LIEN's filings with the Securities and Exchange Commission (the "SEC"). Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which either of the Companies make them. Neither REFI nor LIEN undertakes any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.` Disclaimers and Forward-Looking Statements Filed by Chicago Atlantic BDC, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Atlantic BDC, Inc. Commission File No.: 001-40564
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 3 LIEN, REFI and their respective directors and executive officers, the LIEN Adviser and the REFI 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 REFI in connection with the merger and the transactions related thereto set forth in the Merger Agreement (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 REFI 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 REFI securities by their respective directors and executive officers is included in such persons' 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 is also 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 REFI is also set forth in REFI's proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 23, 2026, and in REFI'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 REFI's investor relations website, as applicable. Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of LIEN, REFI or the Merger. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, to the extent applicable. Forward-looking statements may include statements as to: future operating results of the combined company and distribution projections; business prospects of the combined company and, to the extent applicable, the prospects of its portfolio companies; and the impact of the investments that the combined company expects to make. In addition, words such as "may," "might," "will," "intend," "should," "could," "can," "would," "expect," "believe," "estimate," "anticipate," "predict," "potential," "plan" or similar words indicate forward-looking statements. The forward- looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the ability to realize the anticipated benefits of the Merger, including the risk that integration of the businesses of LIEN and REFI may be more difficult, time-consuming or costly than expected, and the risk of unanticipated transaction costs, loss of key personnel, or adverse effects on existing business relationships; (iii) the percentage of LIEN and REFI stockholders voting in favor of the proposals submitted for their approval; (iv) the possibility that competing offers or acquisition proposals will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the risk that required regulatory approvals or non-objections, including effectiveness of the Registration Statement and Nasdaq listing authorization for the shares of LIEN common stock to be issued in the Merger, may not be obtained on the contemplated timeline or at all; (vi) risks related to diverting management's attention from ongoing business operations; (vii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (viii) changes in the economy, financial markets, and political environment; (ix) future changes in laws or regulations, including with respect to the cannabis industry at the federal and state levels, federal enforcement policy, and any rescheduling or descheduling of cannabis under the Controlled Substances Act; (x) the risk that the Merger may not qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; (xi) the risk that the surviving company may not qualify or maintain its qualification as a regulated investment company for U.S. federal income tax purposes; (xii) the risk that REFI may fail to maintain its qualification as a real estate investment trust through the effective time of the Merger; (xiii) the risk that REFI may be unable to complete the election to be a business development company ("BDC") on the contemplated timeline or at all; (xiv) the risk that the Exchange Ratio, which will be determined based on the Closing Net Asset Value of each of LIEN and REFI calculated shortly prior to closing, may differ from current expectations or may not reflect changes in market conditions or portfolio values between signing and closing; (xv) the risk that the amount, timing or tax treatment of the Tax Dividends required to be paid by REFI prior to the BDC Election Time may differ from current expectations, or that REFI may lack sufficient liquidity to pay such dividends on the contemplated timeline; (xvi) the risk that the conversion of REFI from a REIT to a regulated investment company may give rise to corporate-level tax on built-in gains or other tax consequences that may differ from current expectations; (xvii) the risk that operating as a BDC under the Investment Company Act of 1940, as amended (the "Investment Company Act") will subject the combined company to regulatory limitations, including with respect to leverage and affiliate transactions, that may adversely affect operating results or investment strategy; (xviii) the risk that the share repurchase program of up to $25.0 million may not be adopted, or, if adopted, may differ in size, scope, timing, or terms from current expectations; and (xix) other considerations that may be disclosed from time to time in publicly available documents filed by LIEN and REFI with the SEC. LIEN and REFI undertake no duty to update any forward-looking statements made herein. Disclaimers and Forward-Looking Statements
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 4 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. Additional Information and Where to Find It This communication relates to the proposed Merger involving LIEN and REFI, along with related proposals for which stockholder approval will be sought. The Merger Agreement was unanimously approved by the Boards of Directors of both LIEN and REFI, each acting on the unanimous recommendation of its respective Special Committee comprised solely of independent directors. In connection with the proposals, LIEN intends to file relevant materials with the SEC, including a registration statement on Form N-14, which will include a joint proxy statement of LIEN and REFI and a prospectus of LIEN (the "Proxy Statement/Prospectus"). STOCKHOLDERS OF LIEN AND REFI 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, REFI, 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 (REFI), or by directing a request to LIEN@chicagoatlantic.com (LIEN) or IR@REFI.reit (REFI). Disclaimers and Forward-Looking Statements
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 5 Merger expected to create a $771mm+1 portfolio business development company ("BDC") — with the potential to deliver long-term net investment income ("NII") accretion and improved competitive positioning for shareholders of both LIEN and REFI Merger Overview See end notes in Appendix Commercial mortgage real estate investment trust ("REIT") and institutional lender to state-licensed cannabis operators Adviser: Chicago Atlantic REIT Manager, LLC Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) $414mm Outstanding loan principal 15.3% TTM Realized Gross Yield4 First public BDC primarily focused on the cannabis industry and other underserved segments of the lower middle markets Adviser: Chicago Atlantic BDC Advisers, LLC Chicago Atlantic BDC, Inc. (NASDAQ: LIEN) $364mm Total portfolio investment value 18.3% TTM Realized Gross Yield4 a REFI will elect2 to be regulated as a BDC, and merge with and into LIEN in an all-stock, strategic combination on an adjusted net asset value3 ("NAV")-for-NAV basis. The combined LIEN and REFI (the "Combined Company") will operate as a BDC trading under the ticker "LIEN" on the Nasdaq Global Market ("NASDAQ"). Adviser will continue to be Chicago Atlantic BDC Advisers, LLC. LIEN will continue to focus investing primarily in direct loans to privately held middle-market companies, with a focus on cannabis and other niche opportunities in underfollowed sectors. Merger of LIEN and REFI
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 6 Increases Competitive Positioning • Broader investment scope expands relevance and competitiveness with a broader universe of borrowers. • Larger scale allows for the origination of larger loans in a consolidating industry. • Drives enhanced capital access, balance sheet efficiency and competitive positioning. • ~2x increase in common equity, significantly increasing both LIEN and REFI's scale. Anticipated Benefits to Both REFI and LIEN Shareholders The combination creates a larger, more diversified vehicle with improved earnings durability, stronger capital markets positioning and a portfolio with industry leading metrics. See end notes in Appendix Potential for NII Accretion • Operating efficiencies and expanded earnings capacity from prudently increasing leverage over time could drive accretion of earnings. Enhances Portfolio Diversification and Collateral Base • The combined portfolio increases diversification across asset type and collateral profile, including real estate, working capital, intellectual property, pledges of equity, personal guarantees, cash flows, and equipment across cannabis and diversified direct lending markets, with a focus on non-sponsored directly originated opportunities. Enhances Trading Liquidity and Investor Visibility • Increased scale may support improved trading liquidity and may support increased institutional engagement and visibility. • Larger platform may, over time, expand the universe of potential institutional investors. Maintains Strong Pro Forma Portfolio Metrics • Results in a pro-forma portfolio with strong, credit metrics, reflecting the aligned investment and underwriting philosophies of the combined platforms. Potential for Improved Access to Debt Capital • Potential for improved access to larger, lower-cost, and more diversified leverage, supporting more efficient balance-sheet management over time, driving incremental earnings.
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 7 What is a BDC? A BDC is a closed-end investment company regulated under the Investment Company Act that lends to and invests in small- and mid-sized U.S. businesses. Benefits of a BDC Over a Mortgage REIT See end notes in Appendix Income Distribution ≥90% of taxable income Asset Eligibility ≥70% of assets must be invested in eligible U.S. portfolio companies Leverage Limit Leverage minimum of 150% asset coverage Quarterly Valuation Portfolio investments valued at fair value under board oversight Reporting & Governance 10-K, 10-Q and 8-K filings; majority-independent board • Diversification requirements and limitations on international deployment. • Leverage limits, quarterly third-party valuations, stronger SEC oversight. • Elimination of management stock-based compensation. Increased Shareholder Protections • BDC investments are unconstrained by real estate. • Access to variety of investment types as the market, credit cycles and industry evolves. • Proven originations and underwriting of diversified non-sponsored lending. Greater Portfolio Flexibility Creates a Stronger Pipeline of Opportunities • Greater opportunities for both secured and unsecured debt financing. • Improves likelihood of investment grade rating by major credit rating agencies. • Scale can improve stock liquidity and expand universe of institutional holders. Increased Scale Creates Stronger Access to Capital
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 8 LIEN REFI LIEN (Pro Forma) Net Asset Value $304mm $309mm5 $613mm Investments at Fair Value $364mm $407mm6 $771mm1 Number of Investments 53 30 68 Number of Portfolio Companies 40 24 51 TTM Realized Gross Yield4 18.3% 15.3% 16.7% Weighted Avg Tenor 2.6 years 2.2 years 2.4 years Non-accruals at Cost (%) 0.0% 4.1%7 2.2% Average Position Size 2.3% 3.5% 1.7% Loan Portfolio Real Estate Coverage8 0.4x 1.2x 0.8x By Rate Type9 30% 66% 5% Fixed-rate Floating-rate (at Floor) Floating-rate (not at Floor) Portfolio Diversification Cannabis Diversified Direct Lending 89% 11% Diversified Direct Lending by Industry10 Manufacturing Retail Trade Educational Services Information Administrative Real Estate & Rental & Leasing Finance and Insurance Public Administration 18% 11% 6% 17% 3% 3% 29% 13% Pro Forma Portfolio (as of March 31, 2026) See end notes in Appendix 2.4 yrs Average Duration 51 Portfolio Companies 100% Senior Secured Loans 16.7% TTM Realized Gross Yield4 $771mm1 Portfolio Investment Value
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 9 Combined Company Significantly Increases LIEN and REFI's Scale See end notes in Appendix $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000 Externally-Managed BDCs Ranked by Common Net Asset Value ($mm)11 The Combined Company will be an entity with $613mm+ NAV $14,500
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 10 Potential for Improved Funding Access & Lower Cost of Capital The Combined Company's increased scale may improve access to a larger and broader range of debt financing solutions, reduce overall borrowing costs, and drive earnings accretion over time. See end notes in Appendix Funding Mix – REFI14 69% 31% Revolving Credit Facilities Unsecured Notes Funding Mix – LIEN Revolving Credit Facilities Unsecured Notes 100% Funding Mix – Pro Forma12 81% 19% Revolving Credit Facilities Unsecured Notes Comparative Debt Mix LIEN (Current) REFI (Current) LIEN (Pro Forma)12 Total Outstanding Debt $55mm1 $116mm $171mm Total Debt $100mm $160mm $260mm Net Assets $304mm $309mm5 $613mm Cash & Cash Equivalents $3mm $28mm $31mm Leverage Ratio 0.18x 0.38x 0.28x • Larger BDC scale supports access to a broader range of funding sources, institutional rating agencies and facilities in larger sizes and at lower cost, increasing financial flexibility over time • Opportunity to optimize bank relationships, introduce unsecured leverage, and further diversify liabilities, reducing overall funding costs across the cycle • An under-levered balance sheet is well positioned to drive incremental earnings, as the portfolio transitions toward increased leverage levels • With a portfolio yield exceeding 16.7%13 and an approximate cost of capital of 8.00%, we believe significant earnings accretion could be achievable as we increase leverage towards 0.90x over time. (See Slide 10 for an illustrative example)
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 11 Combined Company16 Impact of REFI Conversion17 Illustrative Impact (0.90x Leverage) Pro Forma Earnings Profile13 Interest and Fee Income $122.1mm +$0.9mm +$62.9mm $185.9mm Total Expenses ($56.5mm) ($6.2mm) ($41.9mm) ($104.6mm) Net Income $65.6mm ($5.3mm) $21.0mm $81.3mm Adjustments to Reconcile to Adj. Net Income +$5.7mm +$3.6mm — +$9.3mm Adjusted Net Income $71.2mm ($1.7mm) $21.0mm $90.5mm Debt $170.9mm — +$375.9mm $546.8mm Debt / Equity 0.28x — — 0.90x Illustrative Debt / Equity 0.90x From 0.28x (Combined Company) Illustrative Pro Forma Adj. Net Income $90.5mm +$19.3mm (+27.1%) Illustrative Pro Forma Adj. Net Income / Share $1.97 +0.42 (+27.1%) Illustrative Incremental Leverage $375.9mm Debt/Equity from 0.28x to 0.90x Illustrative Net Income Accretion with Modest Leverage Assumption of 0.90x Debt-to-Equity creates up to $0.42 per share of incremental Adjusted Net Income15 See end notes in Appendix Combined Company Pro Forma Adj. Net Income per Share $1.55 $1.97 ($0.04) $0.46 Combined Company Adj. NI / Share Impact of REFI Conversion Impact of Deployment of Incremental Leverage Pro Forma Adj. NI / Share Totals may not sum due to rounding.
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 12 Investment Pipeline – An Expanded Opportunity Set18 $482mm $328mm REFI Cannabis Real Estate Pipeline Total Cannabis and Diversified Lending Pipeline Cannabis Diversified Direct Lending $810mm $133mm Evolving Market Trends have created fewer cannabis real estate related opportunities, while the broader non-real estate cannabis opportunity set remains strong. Chicago Atlantic's diversified direct lending pipeline further reinforces the pipeline for LIEN. See end notes in Appendix
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 13 LIEN vs. Peers Metric LIEN (Pro Forma) BDC Peers19 First Lien Exposure 95.6% 76.6% Leverage (Debt/Equity) 0.3x 1.3x Non-accruals 2.2%7 3.1% TTM Realized Gross Yield 16.7%4 10.8%20 Self-Agented Deals 91.9% Not published The Combined Company is Well Positioned Compared to Peers LIEN's differentiated positioning relative to private credit peers is reflected in its strong market returns, portfolio metrics and differentiated risk profile See end notes in Appendix REFI, 24.8% REIT Peers (Eq. Wt.), -27.8% (40%) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% 60% Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24 Jun-25 Dec-25 Jun-26 LIEN, 59.2% ETF Benchmark (BIZD), (1.3%) (20%) (10%) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% Feb-24 Jun-24 Oct-24 Feb-25 Jun-25 Oct-25 Feb-26 Jun-26 REFI Total Returns21 vs. Select Peers22 Since IPO LIEN Total Returns21 vs. BIZD24 Since CALP25 Announcement LIEN (Pro Forma) Portfolio Company Metrics8,23 Metric LIEN (Pro Forma) Real Estate Coverage 0.8x Senior Net Leverage Ratio on Cash Flow Loans 2.1x Interest Coverage Ratio on Cash Flow Loans 3.1x Revenue (Median) on Cash Flow Loans $168.1mm EBITDA (Median) on Cash Flow Loans $13.6mm
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 14 Governance Overview See end notes in Appendix • Anticipate closing in 4Q26, subject to shareholder approvals and satisfaction or waiver of other closing conditions. Expected Timing • LIEN: majority of votes cast for Merger share issuance; majority of outstanding shares to adopt the Merger Agreement; and majority-of-the- minority vote. • REFI: majority of outstanding shares to approve the BDC the election and related matters; majority of the outstanding shares to adopt the Merger Agreement; and majority-of-the minority vote. • Regulatory approvals and other customary closing conditions. Required Approvals • The LIEN Board following the closing will be comprised of three independent directors designated by REFI and two independent directors designated by LIEN, along with two directors that are affiliated with LIEN Adviser or its affiliates. • The Merger is structured to comply with the framework set forth in Rule 17a-8 under the Investment Company Act, which provides the regulatory framework for mergers of affiliated funds. • Peter Sack will continue to be Chief Executive Officer of the Combined Company. Management & Governance • The Board of Directors for each of LIEN and REFI, each acting on the unanimous recommendation of its respective Special Committee comprised solely of independent directors, have unanimously approved the Merger and believe that the transaction can create meaningful value for shareholders of both companies. • Merger Agreement contains a commitment by the LIEN board to evaluating a $25.0 million share repurchase program following the consummation of the Merger. • Chicago Atlantic has committed $2.0 million in funding of REFI expenses in support of the transaction upon or immediately prior to closing. Board Approvals • REFI will elect to be regulated as a BDC and immediately merge with LIEN in an all-stock transaction. • The exchange ratio will be determined on an adjusted NAV-for-NAV basis, using the fair value of each company's assets. • The combined company will operate as a BDC governed by the Investment Company Act and will continue to trade under the ticker "LIEN" on NASDAQ. Merger Structure
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 15 See end notes in Appendix Q2 2026 Merger Announcement Q3 2026 Q4 2026 Target Closing Proxy Solicitation Begins Combined Company Q1 2027 Indicative Transaction Timeline N-14 Registration Statement & Joint Proxy Filed Shareholder Meeting
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 16 Compelling Value for All LIEN and REFI Stockholders The Merger creates a larger, more diversified vehicle with the potential for improved earnings durability, stronger capital markets positioning and a portfolio with industry leading metrics. See end notes in Appendix Improves Access to Debt Capital Maintains Industry-Leading Pro Forma Portfolio Metrics Enhances Trading Liquidity and Investor Visibility Accretive to Net Investment Income Increases Competitive Positioning Enhances Portfolio Diversification and Collateral Base
Appendix
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 18 By Rate Type26 24% 70% 6% Fixed-rate Floating-rate (at Floor) Floating-rate (not at Floor) Portfolio Diversification Cannabis Non-Cannabis 76% 24% Non-cannabis by Industry10 Manufacturing Retail Trade Educational Services Information Administrative Real Estate & Rental & Leasing Finance and Insurance Public Administration 18% 11% 29% 2% 13% 17% 6% 3% 100% Senior Secured Loans $0.34/sh Quarterly Dividend Paid Over Last Seven Quarters 18.3% TTM Realized Gross Yield4 $364M Portfolio Investment Value 2.6 yrs Average Duration LIEN Portfolio Composition (as of March 31, 2026) See end notes in Appendix
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 19 By Rate Type 35% 14% 4% 47% Fixed-rate SOFR Floor >= 3.68% SOFR Floor < 3.68% Prime Floor >= 6.75% Portfolio Diversification Cannabis 100% Cannabis Operators by Location27 Michigan California Florida Ohio Illinois Missouri Arizona New York Pennsylvania Canada Other 8% 7% 16% 16% 21% 5% 7% 5% 8% 4%4% REFI Portfolio Composition (as of March 31, 2026) See end notes in Appendix 100% Senior Secured Loans 15.3% TTM Realized Gross Yield4 $407M6 Portfolio Investment Value 2.2 yrs Average Duration $0.47/sh Quarterly Dividend Paid Over Last 16 Quarters
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 20 Chicago, Miami, New York, London Locations Seeking attractive risk-adjusted returns, preservation of capital and income generation predominantly through investment opportunities that are overlooked or underserved by conventional capital sources Investment Principles Capital under management: over $2.3B28 Size Team 100+ professionals, including over 35 investment professionals A private credit-focused investment firm founded in 2018 Inception About CHICAGOATLANTIC See end notes in Appendix
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 21 Chicago Atlantic's Established Direct Lending Platform $2.3B28 Capital Under Management 120+ Loan Companies (since 2019) 100+ Full-Time Professionals 13 Originations Professionals $3.8B+ Total Loans Originated Since 2019 $3.0B+ Cannabis Closed Loan Facilities $0.8B+ Non-Cannabis Closed Loan Facilities 195+ Number of Closed Loans (since 2019) 120+ Cannabis Closed Loans $0.8B+ Non-Cannabis Closed Loan Facilities 75+ Non-Cannabis Closed Loans 14 Underwriting Professionals See end notes in Appendix
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 22 End Notes 1) Represents the investment portfolio of the Combined Company, comprised of i) LIEN's investments at fair value as of March 31, 2026, as reported, and ii) REFI's investments as of March 31, 2026, adjusted to a fair value basis based on most recent third-party valuations. 2) Prior to the merger, REFI (currently a REIT) will elect BDC status by filing Form N-54A with the SEC and pay a special distribution to eliminate all accumulated earnings and profits. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Code, such that REFI stockholders would generally not recognize gain or loss on their shares. A tax opinion confirming this treatment is a condition to closing. Investors should consult their own tax advisors. 3) Capitalized terms herein are as defined in the Merger Agreement dated June 18, 2026, as filed with the SEC. 4) "TTM Realized Gross Yield" Basis of calculation: The trailing-twelve-month ("TTM") effective yield presented for each issuer is computed as TTM income divided by the trailing five-quarter average loan principal outstanding; TTM income comprises the four most recent fiscal quarters of total gross investment income for Chicago Atlantic BDC (NASDAQ: LIEN) and of interest income for Chicago Atlantic Real Estate Finance (NASDAQ: REFI), in each case as reported in the respective issuer's Forms 10-Q and 10-K. The five-quarter average principal represents the simple arithmetic mean of total loan principal outstanding at the five consecutive quarter-end dates spanning the measurement period (i.e., the period-end balance together with the four immediately preceding quarter-ends). The "Combined" effective yield treats the two issuers as a single aggregated portfolio and is computed as the sum of both issuers' TTM income divided by the sum of their respective five-quarter average principal balances, thereby representing a principal-weighted blended yield rather than a simple average of the two individual yields. The foregoing measures are non-GAAP, are derived from publicly filed financial statements, and have not been independently audited, reviewed, or otherwise verified by us; accordingly, this information is presented solely for comparative analytical purposes and should be read in conjunction with each issuer's complete audited financial statements and related notes. The Gross Weighted-Average Portfolio Yield for LIEN as of 3/31/2026 was 15.8%. The yield to maturity rate of return as reported for REFI as of 3/31/2026 was 15.8%. 5) Net asset value presented for REFI reflects adjustment for REFI's GAAP stockholders' equity of $303.4 million to reflect the add-back the reversal of CECL reserves and the fair value of investments on a comparable basis with LIEN to present net assets consistent with BDC reporting standards. 6) Represents REFI's investments at fair value as of March 31, 2026, adjusted on a fair value basis based on most recent third- party valuations. 7) Excludes one non-accrual position with approximately $3.2 million of total outstanding principal value as of March 31, 2026. The borrower repaid the outstanding balance on this loan subsequent to the quarter ended March 31, 2026. Non-accrual investments as a percentage of cost, on an unadjusted basis, would be 4.8%. 8) Portfolio metrics are presented across two categories based on the primary underwriting metric applicable to each loan. The Real Estate ("RE") includes loans underwritten primarily on real estate collateral, for which the RE Coverage Ratio — defined as the Allocable RE Value, as determined by the most recent independent third-party appraisal, divided by the outstanding loan balance at fair value — is the key underwriting and monitoring metric. Allocable RE Value represents the portion of the total appraised real estate value attributable to LIEN's collateral position and may be less than the full appraised value of the underlying property. This metric is calculated based on the weighted average of all debt investments in the portfolio, based on the fair value. 9) Based on principal outstanding for the Combined Company, approximately $342.2 million (43.9%) and $205.3 million (26.3%) of total outstanding principal bears interest based on the Prime Rate and Secured Overnight Financing Rate ("SOFR"), respectively. 10) Industries follow NAICS 2-digit Sector categorizations. 11) Universe comprised of externally-managed BDCs with total assets greater than $100.0 million. Source: "Weekly BDC/RIC Market Overview", Keefe, Bruyette & Woods published June 5, 2026. 12) Assumes consents received from each of the senior secured and unsecured lending syndicates of both REFI and LIEN. 13) Represents the TTM as of March 31, 2026, pro forma performance of the Combined Company, adjusted for changes in fee contracts and stock compensation. Assumes incremental debt added to the balance sheet to obtain a debt-to-equity ratio of 0.90x, with an 8.00% cost of incremental debt capital, deployed capital assumes all in yield on investments of 16.73%, consisting of 15.8% plus 0.93% upfront fees collected on the deployment of the illustrative amount of incremental debt totaling approx. $376 million. Amounts assumed to be realized at t=0. Actual results may vary. 14) REFI revolving loan has $110.0 million of current borrowing capacity and may be increased to $150.0 million pursuant to a committed accordion feature. 15) "Adjusted Net Income" The Combined Company Net Income is adjusted for i) Provision (Benefit) for Current Expected Credit Losses, ii) Change in Unrealized Gain (Loss). Pro forma Net Income accounts for the impact of REFI election to be treated as a BDC (including stock-based compensation) and the impact on the entity for the assumption in new leverage. 16) Represents the TTM as of March 31, 2026, aggregate performance of the two entities. REFI performance includes stock- based compensation expense of $3.6 million an excludes estimated CECL reserve of $5.6 million. 17) Includes potential expense synergies of up to 0.18% of Combined Company pro forma total assets. 18) Includes potential refinancings of existing assets. Data as of March 31, 2026. 19) Source: "BDC Quarterly Report", Oppenheimer & Co. published May 27, 2026 (unless indicated otherwise). 20) Source: "BDC Weekly Insight", Raymond James published May 29, 2026. 21) Total return index assumes dividends reinvested on ex-dividend date; series initialized at 100 on first trading day. Methodology: IQ_CLOSEPRICE_ADJ (backward dividend-adjusted close price). Index_t = (P_adj_t / P_adj_base) × 100 — mathematically equivalent to chaining daily total returns. Source: S&P Capital IQ 22) Equal-weighted REIT peers: ABR, ACRE, ARI, BXMT, CMTG, RC, GPMT, KREF, LADR, STWD, TRTX.
CONFIDENTIAL | Chicago Atlantic BDC, Inc. 23 End Notes 23) Cash Flow Loans ("CFL") includes loans underwritten on enterprise cash flow, for which Senior Net Debt / EBITDA and Interest Coverage Ratio are the key underwriting and monitoring metrics. Classification into the CFL Bucket is determined at origination based on the primary underwriting methodology and is not changed unless there is a material change in the nature of the credit support. Excluded from the CFL portfolio metrics include: (i) loans on non-accrual status, (ii) portfolio companies that report negative or de minimis EBITDA, and (iii) investment funds and special purpose vehicles for which standard operating metrics are not applicable and (iv) investments classified as real estate loans, as described above. Amounts were derived from the portfolio company financial statements used in connection with determining the investment valuations as of March 31, 2026, have not been independently verified by LIEN, and may reflect a normalized or adjusted amount. Accordingly, LIEN makes no representation or warranty in respect of this information. Amounts were derived from the portfolio company financial statements used in connection with determining the investment valuations as of 3/31/2026, have not been independently verified by LIEN, and may reflect a normalized or adjusted amount. Accordingly, LIEN makes no representation or warranty in respect of this information. 24) ETF Benchmark: BIZD (VanEck BDC Income ETF). 25) On October 1, 2024, LIEN completed its previously announced acquisition from Chicago Atlantic Loan Portfolio, LLC ("CALP") of a portfolio of loans (the "Loan Portfolio") in exchange for newly issued shares of LIEN's common stock (the "Loan Portfolio Acquisition"), pursuant to the Purchase Agreement, dated as of February 18, 2024, between the LIEN and CALP (the "Loan Portfolio Acquisition Agreement"). In accordance with the terms of the Loan Portfolio Acquisition Agreement, at the effective time of the Loan Portfolio Acquisition, LIEN issued approximately 16.6 million shares of its common stock to CALP in exchange for the Loan Portfolio, which was determined by LIEN to have a fair value of approximately $219.6 million as of September 28, 2024. Refer to "Note 13 – Loan Portfolio Acquisition" in the notes to the financial statements of LIEN's annual 10-K report filed for the year ended December 31, 2024. 26) Based on principal outstanding as of March 31, 2026, approximately $149.7 million (40.9%) and $130.2 million (35.5%) of total outstanding principal bears interest based on the Prime Rate and Secured Overnight Financing Rate ("SOFR"), respectively. 27) "Other" location category includes approximately $16.8 million of loans (4%) domiciled primarily in West Virginia (2.0%), New Jersey (0.5%), Texas (0.4%), and Maryland (0.5%). 28) Capital Under Management represents gross fund assets, unfunded commitments, undrawn leverage capacity, and co- investments.