Chicago Atlantic Real Estate Finance (REFI) Proxy filing summary

Executive summary

• Announced a proposed merger with Chicago Atlantic BDC, Inc. (LIEN), expected to close in Q4 2026, creating a $771M+ portfolio BDC focused on cannabis and niche lending sectors.

• Reported $59.2M in gross loan originations for Q2 2026, with a total outstanding loan principal of $453.1M and a gross portfolio yield of 15.8%.

• Net income for Q2 2026 was $7.47M, with distributable earnings of $9.29M and a book value per share of $14.15.

• Completed a significant transaction with Koach Capital, issuing 4.3M shares in exchange for $62.5M in second lien notes, representing 16.8% of outstanding shares post-issuance.

• Outlook for 2026 includes maintaining a dividend payout ratio of 90–100% of distributable earnings, with a potential special dividend in Q4 2026.

Voting matters and shareholder proposals

• Shareholders will vote on the merger with LIEN, REFI’s election to be regulated as a BDC, and a new investment advisory agreement.

• Approval is required from both REFI and LIEN shareholders, as well as regulatory and third-party consents.

Board of directors and corporate governance

• Boards of both companies unanimously approved the merger, acting on recommendations from their special committees of independent directors.

• Board includes experienced executives and independent directors with backgrounds in finance, real estate, and cannabis sectors.