LIEN & REFI Announce Definitive Merger Agreement; Creates $613M NAV BDC

Key Highlights

• Chicago Atlantic BDC, Inc. (LIEN) and Chicago Atlantic Real Estate Finance, Inc. (REFI) entered a definitive merger agreement on June 17, 2026.
• REFI will merge into LIEN in an all-stock, NAV-for-NAV strategic combination, with LIEN as the surviving entity.
• The combined company will have a pro-forma NAV of $613 million and a pro-forma portfolio of $771 million.
• Former REFI stockholders are expected to own approximately 50.5% of LIEN immediately post-merger, based on March 31, 2026 NAVs.
• The merger is expected to increase competitive positioning, enhance portfolio diversification, and improve access to debt capital.
• The LIEN board will consider a stock repurchase program of up to $25.0 million post-closing.
• The transaction is subject to stockholder and regulatory approvals, expected to close in Q4 2026.
• Chicago Atlantic has agreed to fund $2.0 million of REFI's transaction-related expenses.