Chicago Atlantic REFI (REFI) Agrees to Merger Deal

Chicago Atlantic Real Estate Finance has signed a merger agreement that would combine it with another company, with both sets of shareholders needing to vote to approve the deal.

By the FiledFeed automated desk Jun 18, 2026 1:52 PM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Chicago Atlantic Real Estate Finance, Inc. (REFI) disclosed on June 18, 2026 that it has entered into a merger agreement in which REFI would be acquired by another company — referred to in the filing as the "Acquiror" — in exchange for the Acquiror's common stock. Both companies' boards, each acting on the recommendation of a special committee made up of independent directors, unanimously approved the deal. Shareholders of both companies will need to vote to approve the transaction before it can close.

Chicago Atlantic Real Estate Finance, Inc. (Nasdaq: REFI) has signed a merger agreement, according to an 8-K filing (a report companies use to disclose major news) submitted to the SEC on June 18, 2026.

What the deal involves

Under the agreement, REFI would merge with another company — called the "Acquiror" in the filing — and REFI's stockholders would receive shares of the Acquiror's common stock in exchange for their REFI shares. The filing does not disclose the name of the Acquiror, a specific exchange ratio, or a dollar value for the transaction.

Before the merger closes, REFI is also required to complete a "BDC Election" — meaning it would elect to be regulated as a Business Development Company (a type of investment company regulated under federal law that typically lends to or invests in smaller businesses). When that election takes effect, REFI's existing management agreement would automatically end, with no termination fee required, according to the filing.

Board approvals

Both boards of directors unanimously approved the deal. In each case, a special committee made up only of independent directors reviewed the transaction first and recommended it to the full board, the filing said. Both boards determined that the deal is fair to their respective stockholders and that existing stockholders' ownership interests would not be diluted as a result of the transaction.

What happens next

Both companies must call shareholder meetings to vote on the deal. The Acquiror's shareholders will vote on whether to approve the issuance of new shares to fund the merger. REFI's shareholders will vote on both the BDC Election and the merger itself.

The deal's value will be partly determined by a net asset value (NAV) calculation — essentially, what each company's assets are worth minus its debts — completed no earlier than 48 hours before the merger closes, the filing said.

Each company has also agreed not to solicit or pursue competing offers, though the filing outlines a process allowing either board to change its recommendation if a superior competing proposal emerges, subject to a notification and negotiation period with the other party.

Key facts

Company: Chicago Atlantic Real Estate Finance, Inc. (Nasdaq: REFI)

Filing type: 8-K, filed June 18, 2026

Event: Entry into a merger agreement

Deal structure: REFI shareholders to receive Acquiror common stock; no deal price or exchange ratio disclosed in the filing

Acquiror identity not named in the filing text

Both boards unanimously approved the transaction on recommendation of independent special committees

REFI must first elect Business Development Company (BDC) status before the merger closes

REFI's existing management agreement terminates automatically at BDC election, with no termination fee

Both shareholder votes required before closing

NAV (net asset value) per share to be calculated no earlier than 48 hours before closing

Why it matters

This is a material development for REFI shareholders because the filing describes a binding merger agreement that would end REFI's existence as a standalone company and convert their shares into stock of the Acquiror. The requirement that REFI first elect BDC status represents a significant regulatory transformation of the business before the merger closes. Because the filing does not name the Acquiror or specify the exchange ratio or deal price, shareholders currently have limited information about what their shares would be worth upon closing. The no-termination-fee clause on the management agreement is notable as it removes a common financial obstacle to completing such deals. Shareholders should watch for the joint proxy statement/prospectus, which will contain the full deal terms and the identity of the merger partner.

Frequently asked

What is Chicago Atlantic Real Estate Finance (REFI) agreeing to do?

REFI has signed a merger agreement under which it would combine with another company. REFI shareholders would receive shares in that other company in exchange for their REFI stock.

Who is the company REFI is merging with?

The filing refers to the other company only as the 'Acquiror' and does not disclose its name.

Do shareholders get a say in this deal?

Yes. Both REFI's shareholders and the Acquiror's shareholders must vote to approve the transaction before it can close.

What is the BDC Election mentioned in the filing?

Before the merger closes, REFI must elect to become a Business Development Company (BDC) — a special type of investment company regulated under federal law. When that election takes effect, REFI's current management agreement will automatically end at no cost.

What the filing reported

1.01 Entry into a Material Agreement

7.01 Regulation FD Disclosure

9.01 Financial Statements & Exhibits