Chicago Atlantic BDC (LIEN) to acquire Chicago Atlantic Real Estate Finance (REFI) in stock-for-stock merger

Chicago Atlantic BDC, Inc.

LIEN and REFI sign merger agreement; REFI to merge into LIEN with LIEN surviving.
Each REFI share converted into LIEN shares based on Exchange Ratio = REFI NAV per share / LIEN NAV per share.
REFI will elect to be a BDC before closing; merger intended as tax-free reorganization.
Stockholder votes required from both companies; support agreements cover ~4.8% of REFI and ~12.9% of LIEN shares.
LIEN board to consider up to $25M share repurchase program post-closing; termination date June 30, 2027.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Chicago Atlantic BDC, Inc. entered into Agreement and Plan of Merger with Chicago Atlantic Real Estate Finance, Inc., Chicago Atlantic BDC Advisers, LLC, and Chicago Atlantic REIT Manager, LLC (effective 2026-06-17).

Action: entry
Agreement: merger
Counterparty: Chicago Atlantic Real Estate Finance, Inc., Chicago Atlantic BDC Advisers, LLC, and Chicago Atlantic REIT Manager, LLC
Effective: 2026-06-17

Exact text from the filing

On June 17, 2026, Chicago Atlantic BDC, Inc., a Maryland corporation (“ LIEN ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (“ REFI ”), Chicago Atlantic BDC Advisers, LLC, a Delaware limited liability company and the investment adviser to LIEN (the “ LIEN Adviser ”), and Chicago Atlantic REIT Manager, LLC, a Delaware limited liability company and the external manager to REFI (the “ REFI Manager ,” and together with LIEN Adviser, the “ Advisers ”).

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Chicago Atlantic BDC, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-069853

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