Chicago Atlantic Real Estate Finance, Inc. filed a Form 425 on November 10, 2026, containing the transcript of its Third Quarter 2026 earnings conference call, disclosing portfolio performance data and details on the proposed merger with Chicago Atlantic BDC, Inc. (ticker LIEN).

Key Highlights

  • Unlevered portfolio yield: According to the filing, REFI reported an unlevered weighted average portfolio yield of approximately 14.8% as of September 30, 2026.
  • Low leverage: The company disclosed leverage of 0.48 times debt to equity, compared to an approximate range of 3x to 5x for select commercial mortgage REIT peers.
  • Interest rate sensitivity: The filing states that approximately 57% of the portfolio benefits from interest rate increases, with each 25-basis-point rate increase expected to lead to a $0.015 per share improvement in quarterly distributable earnings.
  • Year-to-date returns: The filing reports that through November 6, 2026, REFI and the VanEck Mortgage REIT Income ETF (MORT) each generated total returns of approximately negative 17% to 18%.
  • Proposed merger: The board approved a merger agreement with Chicago Atlantic BDC, Inc. (LIEN) in June, along with REFI's election to be regulated as a Business Development Company (BDC), each subject to stockholder approval.
  • Registration statement filed: According to the filing, LIEN has filed a registration statement on Form N-14, including a preliminary joint proxy statement and preliminary prospectus, which has not yet been declared effective.

Chicago Atlantic REFI Outlines Portfolio Differentiation and BDC Merger Rationale in Q3 2026 Call

Chicago Atlantic Real Estate Finance, Inc. (NASDAQ:REFI) filed the transcript of its Third Quarter 2026 earnings conference call under Form 425, with remarks from Co-Chief Executive Officer Peter Sack, President and Chief Operating Officer David Kite, and Chief Financial Officer Phil Silverman. The call covered portfolio performance as of September 30, 2026, and the company's strategic rationale for the proposed merger with Chicago Atlantic BDC, Inc. (LIEN).

According to the filing, Sack described REFI's portfolio as operating at an unlevered weighted average yield of approximately 14.8%, compared to approximately 6% to 8% on a comparable basis among select commercial mortgage REIT peers. The company disclosed leverage of 0.48 times debt to equity and stated that it holds no residential mortgage-backed securities, no commercial mortgage-backed securities, and no agency securities, instead directly originating nearly the entirety of its portfolio. The filing states that the company's share price moved closely with the broader mortgage REIT market despite this differentiation, with REFI and MORT each declining approximately 9% through September 30, 2026, following the Federal Reserve's 25-basis-point rate hike on September 17th.

Regarding the proposed merger, the filing states that the special committee and board considered that "the cannabis-focused mortgage REIT model presents structural constraints that may limit REFI's ability over time to enhance shareholder value," including relatively small scale, limits on the investment mandate under the REIT election, and constrained access to institutional debt capital. The board approved the merger agreement with LIEN and REFI's election to be regulated as a BDC in June, with both subject to stockholder approval. The filing notes that LIEN's Form N-14 registration statement, which includes a preliminary joint proxy statement and preliminary prospectus of LIEN, has not been declared effective. The filing contains forward-looking statements that the company notes are subject to significant risks and uncertainties, including the ability to complete the merger on the anticipated timeline and obtain required stockholder and third-party approvals.

What Was Disclosed

Chicago Atlantic Real Estate Finance filed a Form 425 on November 10, 2026, containing its Q3 2026 earnings call transcript, disclosing portfolio yield, leverage, interest rate sensitivity data as of September 30, 2026, and the status of the proposed merger with Chicago Atlantic BDC, Inc. (LIEN).