Chicago Atlantic Real Estate Finance (REFI) Proxy filing summary

Executive summary

• Q3 2026 distributable earnings were $0.49 per diluted share; regular dividend was $0.47 per share, and full-year payout guidance was 90%–100% of diluted distributable earnings, assuming standalone operations.

• A proposed all-stock merger would combine the businesses under LIEN, with closing expected in 2027 if stockholder, regulatory and other conditions are met.

Voting matters and shareholder proposals

• Stockholders of both parties must approve the merger; additional approvals include the election to BDC regulation and a new investment advisory agreement.

• LIEN filed a Form N-14 registration statement on July 31, 2026, amended September 22, 2026; the preliminary joint proxy statement/prospectus remained subject to change pending effectiveness.

• Stockholders were urged to review the preliminary and future definitive joint proxy statement/prospectus and related SEC filings before voting.

Board of directors and corporate governance

• Both boards unanimously approved the merger agreement, acting on unanimous recommendations from their respective special committees of independent directors.

• The special committee and board cited scale, a broader investment mandate, greater diversification and potential improved trading liquidity as merger considerations.