# Chicago Atlantic Real Estate Finance, Inc. (REFI) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_d92732026af1888efa19 · retrieved 2026-08-14T01:43:24.219Z

## Overview
Chicago Atlantic Real Estate Finance, Inc. is a real estate investment trust that originates and manages loans to cannabis industry operators and property owners, with a portfolio of approximately $453 million across 26 portfolio companies as of June 30, 2026.

Chicago Atlantic Real Estate Finance, Inc. (REFI) announced an agreement to merge with Chicago Atlantic BDC, Inc. (LIEN) in an all-stock transaction structured as an adjusted NAV-for-NAV exchange, with LIEN as the surviving company. REFI will first elect to be treated as a business development company (BDC) prior to the merger. Both boards have unanimously approved the transaction, which is expected to close in the fourth quarter of 2026, subject to shareholder approvals, lender consents, regulatory approvals, and customary closing conditions. The merger is intended to unlock value through increased portfolio diversification, improved scale, and enhanced stock liquidity.

## Terms
- Counterparty: Chicago Atlantic BDC, Inc. · Consideration: stock · Stake: 50.5%

## Key dates
- Announced 2026-08-11 · Expected close 2026-12-31

## Timeline
- 2026-08-11 · 8-K (0001213900-26-087484): 8-K - Chicago Atlantic Real Estate Finance, Inc. — *Chicago Atlantic Real Estate Finance, Inc. is a commercial mortgage real estate investment trust that originates senior secured loans primarily to state-licensed cannabis operators in limited-license states.* Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI), a commercial mortgage REIT, entered into an Agreement and Plan of Merger dated June 17, 2026, with Chicago Atlantic BDC, Inc. (NASDAQ: LIEN), an affiliated business development company. Under the all-stock merger, REFI will merge into LIEN, with LIEN as the surviving entity. REFI stockholders will receive LIEN common stock in an exchange ratio based on the NAV per share of each company as adjusted and determined shortly before closing. Based on NAVs as of March 31, 2026, former REFI stockholders are expected to own approximately 50.5% of the combined company. The merger is expected to close in the fourth quarter of 2026, subject to stockholder approvals, regulatory approvals, and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/1867949/0001213900-26-087484.txt
- 2026-08-11 · 425 (0001213900-26-087487): 425 - Chicago Atlantic Real Estate Finance, Inc. — *Chicago Atlantic Real Estate Finance, Inc. is a commercial mortgage real estate investment trust that originates senior secured loans primarily to state-licensed cannabis operators in limited-license states across the United States.* Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI), a commercial mortgage REIT, agreed to merge with and into Chicago Atlantic BDC, Inc. (NASDAQ: LIEN), an affiliated business development company, pursuant to an Agreement and Plan of Merger dated June 17, 2026. REFI will elect to be regulated as a BDC prior to closing. At closing, REFI stockholders will receive shares of LIEN common stock on an adjusted net asset value (NAV)-for-NAV basis. Based on NAVs as of March 31, 2026, former REFI stockholders are expected to own approximately 50.5% of the combined company immediately following the merger. The combined entity will operate as a BDC under the ticker "LIEN" on the Nasdaq Global Market. Completion is subject to stockholder approval of both companies, regulatory approvals, third-party consents, and other customary closing conditions. The merger is expected to close in the fourth quarter of 2026.
  https://www.sec.gov/Archives/edgar/data/1867949/0001213900-26-087487.txt
- 2026-08-11 · 425 (0001213900-26-087874): 425 - Chicago Atlantic Real Estate Finance, Inc. — *Chicago Atlantic Real Estate Finance, Inc. is a real estate investment trust that originates and manages loans to cannabis industry operators and property owners, with a portfolio of approximately $453 million across 26 portfolio companies as of June 30, 2026.* Chicago Atlantic Real Estate Finance, Inc. (REFI) announced an agreement to merge with Chicago Atlantic BDC, Inc. (LIEN) in an all-stock transaction structured as an adjusted NAV-for-NAV exchange, with LIEN as the surviving company. REFI will first elect to be treated as a business development company (BDC) prior to the merger. Both boards have unanimously approved the transaction, which is expected to close in the fourth quarter of 2026, subject to shareholder approvals, lender consents, regulatory approvals, and customary closing conditions. The merger is intended to unlock value through increased portfolio diversification, improved scale, and enhanced stock liquidity.
  https://www.sec.gov/Archives/edgar/data/1867949/0001213900-26-087874.txt

## Citations
- 0001213900-26-087484 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026087484
- 0001213900-26-087487 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026087487
- 0001213900-26-087874 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026087874