Chicago Atlantic Real Estate Finance, Inc. (REFI) SEC Filings & Earnings Calls

Merger completion risk

“There can be no assurance that the Merger will be completed on the contemplated terms or at all.” · word for word

Credit risk on loan portfolio

“Gross unrecognized holding losses of $2.6 million as of June 30, 2026”

Share dilution from private placement

“The shares issued to Koach represented approximately 16.8% of the Company’s common stock outstanding immediately after giving effect to the issuance.” · word for word

Merger execution risk with LIEN; pending stockholder approvals.

“Completion of the Merger is subject to the approval of stockholders of both REFI and LIEN.” · word for word

Credit risk from cannabis lending; provision for credit losses increased.

“Provision for current expected credit losses $551,294 (Q2 2026) vs $1,147,290 (Q2 2025).”

Dilution risk from 16.8% share issuance; lock-up restrictions mitigate near-term selling pressure.

“4.3M shares issued, 16.8% dilution; lock-up of 3-6 months.”

Cannabis regulatory risk; notes secured by cannabis-leased properties, subject to regulatory changes.

“Properties leased to cannabis operators; regulatory environment could affect capitalization rates.”

Merger execution risk; shareholder approval required; potential integration challenges.

“Merger subject to stockholder approval and other conditions; forward-looking statements caution about risks.”

Higher credit loss provision and increased leverage; cannabis industry still faces regulatory uncertainty.

“Provision for credit losses $3.8M vs benefit of $1.1M YoY; debt/equity 38.4% vs 28.0%.”

Credit quality deterioration

“During the period ended March 31, 2026, the Company's CECL Reserve increased by approximately $3.8 million compared to December 31, 2025.” · word for word

Collateral value decline

“LTV increased to 96.4% as of March 31, 2026 from 65.3% as of December 31, 2025.”

Regulatory risk in cannabis industry

“New laws that are adverse to the Company's portfolio companies may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production, and distribution of cannabis may be modified or eliminated in the future, which would impede the Company's ability to grow and could materially and adversely affect its busi” · word for word

Related-party loan concentration and credit risk

“As of December 31, 2025, Loan #9 is held on the consolidated balance sheets as a loan held for investment - related party with a carrying value of approximately $29.0 million.” · word for word

Manager conflict of interest in fee structure

“Our Manager receives base management fees ... in an amount equal to 0.375% (1.50% on an annualized basis) of our Equity ... In addition to the Base Management Fees, our Manager receives Incentive Compensation with respect to each fiscal quarter ... based upon our achievement of targeted levels of Core Earnings.”

Federal Cannabis Prohibition Risk

“Cannabis (with the exception of hemp containing no more than 0.3% THC by dry weight) is illegal under U.S. federal law. ... the federal government may enforce U.S. drug laws against companies operating in accordance with state cannabis laws” · word for word

Rescheduling Uncertainty

“The Order is subject to significant uncertainty, including the possibility of administrative delay, modification, reversal, or legal challenge.” · word for word

Increased Competition Risk

“A change in federal scheduling could lower barriers to entry for new market participants, including larger pharmaceutical, consumer products, or multinational companies, which could increase competition and place pressure on pricing, margins, and market share for existing operators” · word for word

Credit quality challenges in financial services and private credit sectors.

“financial services and private credit sectors face ongoing challenges with credit quality” · word for word

Interest rate decline risk partially mitigated by floors.

“over 90% of our portfolio remained protected from additional interest rate declines” · word for word

Cannabis regulatory risk on collateral enforcement

“The Company generally cannot take the position of mortgagee-in-possession as long as the property is used by a cannabis operator, but it can request that the court appoint a receiver to manage and operate the subject real property until the foreclosure proceedings are completed.” · word for word

Credit concentration in cannabis industry

“As of September 30, 2025, the carrying value of loans held for investment risk rated '4', was approximately $40.5 million, or 10.2%, of which $23.9 million relates to loans placed on non-accrual status.” · word for word

Credit risk from cannabis industry exposure

“senior secured loans primarily to state-licensed cannabis operators in limited-license states” · word for word

Interest rate sensitivity; 86% of loans have floors at or above Prime

“86% of our current loans structured with interest rate floors greater than or equal to the prevailing Prime rate.” · word for word