Chicago Atlantic Real Estate Finance (REFI) Proxy filing summary

Executive summary

• Chicago Atlantic Real Estate Finance, Inc. (REFI) and Chicago Atlantic BDC, Inc. (LIEN) have entered into a definitive merger agreement, with REFI electing BDC status and merging into LIEN in an all-stock transaction based on adjusted net asset value (NAV) per share, creating a scaled BDC with a pro-forma NAV of $613 million and a portfolio of $771 million as of March 31, 2026.

• The merger aims to enhance competitive positioning, portfolio diversification, access to debt capital, trading liquidity, and potential for earnings accretion, while maintaining strong credit quality and portfolio yield.

• The combined company will operate as a BDC under the LIEN ticker, with Chicago Atlantic BDC Advisers, LLC as investment adviser, and a board comprising independent directors from both entities and directors affiliated with the adviser.

• The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals, with Chicago Atlantic committing $2 million to fund REFI's transaction expenses.

Voting matters and shareholder proposals

• The merger requires approval from the shareholders of both REFI and LIEN, including majority and majority-of-the-minority votes, as well as regulatory and lender consents.

• Support agreements have been executed by key shareholders, covering approximately 4.8% of REFI and 12.9% of LIEN shares, committing to vote in favor of the merger and related matters.

• No appraisal rights are available to REFI shareholders in connection with the merger.

Board of directors and corporate governance

• The combined board will include three independent directors from REFI, two from LIEN, and two affiliated with the adviser, with Peter Sack serving as CEO.

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