Advanced Flower Capital completes conversion from REIT to BDC effective Jan 1, 2026

Advanced Flower Capital Inc.

Company now regulated under 1940 Act as BDC; investment flexibility expanded beyond real estate-backed loans.
New investment advisory agreement with AFC Management LLC replaces prior 2021 management agreement; base management fee 1.50% of avg gross assets, incentive fee with 6% hurdle and 17.5% catch-up.
Pete Sattelmair appointed assistant treasurer and principal financial officer effective March 16, 2026 via PINE Advisors services agreement.
Prior REIT ownership restrictions removed; new bylaws adopted with majority voting standard in contested director elections.
No change to Nasdaq listing under ticker AFCG; prior management agreement terminated without termination fee.

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Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Advanced Flower Capital Inc. issued securities.

Exact text from the filing

the ownership and transfer restrictions set forth in Article VII of the Charter shall no longer be in effect

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Advanced Flower Capital Inc.: Adopted a new Code of Ethics for Principal Executive and Senior Financial Officers effective upon conversion to a BDC (effective 2026-01-05).

Change: code of ethics
Effective: 2026-01-05

Exact text from the filing

Effective on the Conversion Date, in connection with the Company becoming a BDC, the Board adopted a new Code of Ethics for Principal Executive and Senior Financial Officers, which is applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and is available on the Company’s website at advancedflowercapital.com.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Advanced Flower Capital Inc.: Third Amended and Restated Bylaws adopted in connection with conversion to a BDC, including majority voting standard for director elections in contested elections, revised advance notice provisions, application of Maryland Control Share Acquisition Act, exclusive forum provisions for federal securit (effective 2026-01-05).

Change: bylaw amendment
Effective: 2026-01-05

Exact text from the filing

in conjunction with the Conversion, the Board approved the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective on the Conversion Date. The amendments to the Bylaws include (1) adding a majority voting standard for the election of directors in contested elections and retaining a plurality standard for the election of directors in uncontested elections, (2) revising the advance notice provisions of the Bylaws to conform with customary provisions for BDCs, (3) providing that the Maryland Control Share Acquisition Act applies to any acquisition or proposed acquisition of shares of stock of the Company to the extent provided in the Maryland Control Share Acquisition Act (other than with respect to (a) the acquisition of shares of stock of the Company by Leonard M. Tannenbaum, AFC Management LLC or any of their affiliates or (b) the voting rights of the holders of any shares of preferred stock of the Company), (4) clarifying that the exclusive forum provis

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Advanced Flower Capital Inc. filing history →

Source: SEC EDGAR

accession 0001829126-26-000032

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