Chicago Atlantic BDC, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
LIEN$9.07-0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108415
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001193125-25-278786
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 183 previous paragraphs and 184 current paragraphs.
159 unchanged; 19 reworded; 5 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On October 1, 2024, the Company completed the Loan Portfolio Acquisition and acquired a portfolio of loans with a fair value of $219.6 million. Following the Loan Portfolio Acquisition, the fair value of the Company’s investment portfolio grew from $55.8 million as of September 30, 2024, to $311.4 million as of September 30, 2025. The 458% growth in the fair value of our investment portfolio resulting from the Loan Portfolio Acquisition is the main driver for the changes in investment income, operating expenses, net investment income and change in unrealized appreciation (depreciation) for the three months and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.
Current report
Net investment income was approximately $9.5 million and $24.8 million for the three and nine months ended September 30, 2025, respectively, as compared to approximately $15 thousand and $1.5 million for the three and nine months ended September 30, 2024, respectively.
Current report
Our liquidity and capital resources are generated primarily from the offerings of our securities, borrowing under our Revolving Line of Credit, as well as cash flows from operating activities, including proceeds from sales of investments and principal repayments, and interest and fee income earned on investments. The primary uses of our cash includes (i) investments in portfolio companies, (ii) payment of operating expenses, and (iii) dividend payments to holders of our common stock who opt out of the Company’s dividend reinvestment plan (the “DRIP”). We have used, and expect to continue to use, our borrowings, including our Revolving Line of Credit, as well as proceeds from investment income and the turnover of our portfolio, to finance our investment objectives and activities.
Current report
We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and for the foreseeable future thereafter. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
Current report
As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $10.5 million and $23.9 million, respectively. During the nine months ended September 30, 2025, we experienced a net decrease in cash and cash equivalents of approximately $13.5 million. During the period, cash used in operating activities was $6.7 million, primarily driven by the purchase of investments of $124.9 million, partially offset by proceeds from sales of investments and principal repayments of portfolio investments of $92.6 million and net investment income of $25 million. Cash used in financing activities was $6.8 million, primarily driven by distributions paid of $15.5 million, financing costs paid of $1.2 million, and offering costs paid of $1.1 million, offset by proceeds from borrowings on revolving line of credit of $11 million.
Removed paragraphs (5)
Previous report
Net investment income was approximately $7.7 million and $15.3 million for the three and six months ended June 30, 2025, respectively, as compared to approximately $1.5 million and $1.4 million for the three and six months ended June 30, 2024, respectively. The fluctuation in net investment income is attributable to the increase in complexity, portfolio size and growth of the Company following the close of the previously announced acquisition of a portfolio of loans (the “Loan Portfolio”) from Chicago Atlantic Loan Portfolio, LLC (“CALP”) in exchange for newly issued shares of the Company’s common stock (the “Loan Portfolio Acquisition”). The amortized cost of the Company’s investment portfolio increased by $253.3 million from June 30, 2024 to June 30, 2025.
Previous report
We generate cash primarily from the net proceeds of offerings of securities and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities.
Previous report
Our primary use of funds will be investments in portfolio companies, dividend payments to holders of our common stock who opt out of the Company’s dividend reinvestment plan (the “DRIP”), and the payment of operating expenses. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $13.8 million and $23.9 million, respectively, and no indebtedness.
Previous report
Other Contractual Obligations
Previous report
We have certain commitments pursuant to our Investment Advisory Agreement. We have agreed to pay a fee for investment advisory services consisting of two components: a base management fee and an incentive fee. Payments under the Investment Advisory Agreement will be equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. See “Item 1. Business—Investment Advisory Agreement.” We have also entered into a contract with the Adviser to serve as our administrator. Payments under the administration agreement between the Company and the Adviser (the "Administration Agreement") will be reimbursements to the Adviser for the costs and expenses incurred by the Adviser in performing its obligations, including but not limited to maintaining and keeping all books and records and providing personnel and facilities. This includes costs and expenses incurred by the Adviser in connection with the delegation of its obligations to a sub-administrator. The Company is not responsible for the compensation of the Adviser’s employees and overhead expenses. See “Item 1. Business—Administration Agreement.”
Reworded paragraphs (19)
Previous wording
We have typically invested in and expect to continue to invest in loans made primarily to private leveraged lower middle-market and middle-market companies with up to $100 million of earnings before interest, taxes, depreciation and amortization, or “EBITDA.” Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. We expect that our investments will generally range between $2 million and $50 million each, although we expect that this investment size will vary proportionately with the size of our capital base. We have an active pipeline of investments and are currently reviewing approximately $780.3 million of potential investments in varying stages of underwriting.
Current wording
We have typically invested in and expect to continue to invest in loans made primarily to private leveraged lower middle-market and middle-market companies with up to $100 million of earnings before interest, taxes, depreciation and amortization, or “EBITDA.” Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. We expect that our investments will generally range between $2 million and $50 million each, although we expect that this investment size will vary proportionately with the size of our capital base. We have an active pipeline of investments and are currently reviewing approximately $609.7 million of potential investments in varying stages of underwriting.
Previous wording
As of June 30, 2025, our investment portfolio had an aggregate fair value of approximately $307.5 million and was comprised of approximately $267.6 million in first lien, senior secured loans, approximately $38.9 million in senior secured notes and approximately $1.0 million in equity securities across thirty-three portfolio companies. As of December 31, 2024, our investment portfolio had an aggregate fair value of approximately $275.2 million and was comprised of approximately $239.9 million in first lien, senior secured loans, approximately $34.7 million in senior secured notes and $0.7 million in equity securities across twenty-eight portfolio companies.
Current wording
As of September 30, 2025, our investment portfolio had an aggregate fair value of approximately $311.4 million and was comprised of approximately $269.3 million in first lien, senior secured loans, approximately $39.0 million in senior secured notes, approximately $1.5 million in second lien, senior secured loans, and approximately $1.5 million in equity securities across thirty-seven portfolio companies. As of December 31, 2024, our investment portfolio had an aggregate fair value of approximately $275.2 million and was comprised of approximately $239.9 million in first lien, senior secured loans, approximately $34.7 million in senior secured notes and $0.7 million in equity securities across twenty-eight portfolio companies.
Previous wording
As of June 30, 2025 and December 31, 2024, we had three portfolio companies that represented 39.5% and 45.1% respectively, of our investments, at fair value. As of June 30, 2025 and December 31, 2024, our largest portfolio company represented 16.8% and 18.9%, respectively, of our investments, at fair value.
Current wording
As of September 30, 2025 and December 31, 2024, we had three portfolio companies that represented 34.2% and 45.1% respectively, of our investments, at fair value. As of September 30, 2025 and December 31, 2024, our largest portfolio company represented 16.9% and 18.9%, respectively, of our investments, at fair value.
Previous wording
The following table provides a summary of the changes in the investment portfolio for the six months ended June 30, 2025 and 2024:
Current wording
The following table provides a summary of the changes in the investment portfolio for the nine months ended September 30, 2025 and 2024:
Previous wording
As of June 30, 2025, the Company had $5,000,000 outstanding borrowings and $95,000,000 available under the Revolving Line of Credit. Additionally, as of June 30, 2025, $233.9 million of loans held for investment, at principal, were pledged as collateral in the borrowing base of the Revolving Loan.
Current wording
As of September 30, 2025, the Company had $11,000,000 in outstanding borrowings and $89,000,000 available under the Revolving Line of Credit. Additionally, as of September 30, 2025, $192.5 million of loans held for investment, at principal, were pledged as collateral in the borrowing base of the Revolving Loan.
Previous wording
The following discussion and analysis of our results of operations encompasses our results for the three and six months ended June 30, 2025 and 2024.
Current wording
The following discussion and analysis of our results of operations encompasses our results for the three and nine months ended September 30, 2025 and 2024.
Previous wording
The following table sets forth the components of investment income for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth the components of investment income for the three and nine months ended September 30, 2025 and 2024:
Previous wording
For the three and six months ended June 30, 2025, total investment income was approximately $13.1 million and $25.0 million, respectively, which was attributable to $1.2 million and $1.8 million of fee income related to commitment fees, success fees, amendment fees and administrative fees and approximately $11.9 million and $23.2 million of interest income, respectively. For the three and six months ended June 30, 2024, total investment income was approximately $3.1 million and $5.8 million, respectively, which was attributable to approximately $0.3 million and $0.3 million of fee income related to commitment fees, advisory fees, and administrative fees and approximately $2.8 million and $5.5 million of interest income, respectively.
Current wording
For the three and nine months ended September 30, 2025, total investment income was approximately $15.1 million and $40.1 million, respectively, which was attributable to approximately $1.2 million and $3.1 million of fee income related to commitment fees, success fees, amendment fees and administrative fees and approximately $13.8 million and $37.0 million of interest income, respectively. Approximately $1.9 million of prepayment premiums were included in interest income for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, total investment income was approximately $3.2 million and $9.0 million, respectively, which was attributable to approximately $0.5 million and $0.8 million of fee income related to commitment fees, advisory fees, and administrative fees and approximately $2.7 million and $8.2 million of interest income, respectively. Approximately $0.1 million of prepayment premiums were included in interest income for the three and nine months ended September 30, 2024.
Previous wording
Our operating expenses for the six months ended June 30, 2025 and 2024 are presented below:
Current wording
Our operating expenses for the nine months ended September 30, 2025 and 2024 are presented below:
Previous wording
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the amortized cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period. There were no net realized gains or losses from investments during the three and six months ended June 30, 2025 and 2024.
Current wording
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the amortized cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period. There were no net realized gains or losses from investments during the three and nine months ended September 30, 2025 and 2024.
Previous wording
Net change in unrealized appreciation (depreciation) from investments for the three and six months ended June 30, 2025 and 2024 is comprised of the following:
Current wording
Net change in unrealized appreciation (depreciation) from investments for the three and nine months ended September 30, 2025 and 2024 is comprised of the following:
Previous wording
The following table details net change in unrealized appreciation (depreciation) for our portfolio for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table details net change in unrealized appreciation (depreciation) for our portfolio for the three and nine months ended September 30, 2025 and 2024:
Previous wording
In addition, we have entered into a revolving credit facility. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing.
Current wording
The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing.
Previous wording
The following table lists the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on the Nasdaq Global Market, the closing sale prices as a premium (or discount) to our net asset value per share and dividends per share for each fiscal quarter since our common stock began trading on the Nasdaq Global Market. On August 13, 2025, the last reported closing sales price of our common stock on the Nasdaq Global Market was $10.41 per share, which represented a discount of approximately 21.32% to our net asset value per share of $13.23 as of June 30, 2025.
Current wording
The following table lists the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on the Nasdaq Global Market, the closing sale prices as a premium (or discount) to our net asset value per share and dividends per share for each fiscal quarter since our common stock began trading on the Nasdaq Global Market. On November 12, 2025, the last reported closing sales price of our common stock on the Nasdaq Global Market was $10.04 per share, which represented a discount of approximately 24.34% to our net asset value per share of $13.27 as of September 30, 2025.
Previous wording
As of August 12, 2025, there were approximately 285 holders of record of our common stock, which does not include stockholders for whom shares are held in “nominee” or “street name.”
Current wording
As of November 11, 2025, there were approximately 198 holders of record of our common stock, which does not include stockholders for whom shares are held in “nominee” or “street name.”
Previous wording
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current-year distributions into the next tax year. We will be subject to a 4% excise tax on a certain portion of these undistributed amounts. Please refer to “Item 1. Business — Material U.S. Federal Income Tax Considerations” for further information regarding the consequences of our retention of net capital gains. We may, in the future, make actual distributions to our stockholders of our net capital gains. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Item 1. Business — Business Development Company Regulations” and “Item 1. Business —Material U.S. Federal Income Tax Considerations.”
Current wording
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current-year distributions into the next tax year. We will be subject to a 4% excise tax on a certain portion of these undistributed amounts. Please refer to “Item 1. Business — Material U.S. Federal Income Tax Considerations” for further information regarding the consequences of our retention of net capital gains. We may, in the future, make actual distributions to our stockholders of our net capital gains. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940
Previous wording
During the six months ended June 30, 2025, the Company issued the following shares of common stock under the DRIP:
Current wording
During the nine months ended September 30, 2025, the Company issued the following shares of common stock under the DRIP:
Previous wording
During the six months ended June 30, 2024, the Company issued the following shares of common stock under the DRIP:
Current wording
During the nine months ended September 30, 2024, the Company issued the following shares of common stock under the DRIP:
Previous wording
We did not repurchase any of our equity securities during the six months ended June 30, 2025 or the fiscal year ended December 31, 2024.
Current wording
We did not repurchase any of our equity securities during the nine months ended September 30, 2025 or the fiscal year ended December 31, 2024.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Act or if distributions are limited by the terms of any of our borrowings. See “Item 1. Business — Business Development Company Regulations” and “Item 1. Business —Material U.S. Federal Income Tax Considerations.”