Chicago Atlantic Real Estate Finance to merge with Chicago Atlantic BDC in stock-for-stock deal

Chicago Atlantic Real Estate Finance, Inc.

Each REFI share converted into Acquiror shares based on NAV ratio (Exchange Ratio); fractional shares paid in cash.
Transaction requires approval of majority of outstanding REFI shares and majority excluding certain related parties.
Support agreements cover ~4.8% of REFI and ~12.9% of Acquiror outstanding shares, committing to vote in favor.
Acquiror to consider $25M share repurchase program post-closing; merger must close by June 30, 2027.
REFI will elect to be regulated as a BDC prior to merger; combined entity to operate as a RIC.

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

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

Exact text from the filing

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 ”).

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Chicago Atlantic Real Estate Finance, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-069861

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