Chicago Atlantic Real Estate Finance, Inc.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or results of operations. Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors, there have been no material changes to the risk factors described in the “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2025. The following material risk factors update or supplement the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Risks Related to the Proposed Merger with Chicago Atlantic BDC, Inc.

The proposed merger with LIEN is subject to various closing conditions, and there can be no assurance that the merger will be completed on the anticipated terms or timing, or at all.

On June 17, 2026, we entered into an Agreement and Plan of Merger with LIEN. Completion of the merger is subject to numerous conditions that may not be satisfied, including the receipt of REFI and LIEN stockholder approvals (including a majority-of-the-minority vote of REFI’s unaffiliated stockholders), REFI’s election to be regulated as a business development company under the Investment Company Act, approval of a new investment advisory agreement, approvals required under Rule 17a-8 of the Investment Company Act, effectiveness of a Form N-14 registration statement, receipt of regulatory approvals and third-party consents, and other customary conditions. Failure to satisfy any of these conditions could result in delay of the merger or termination of the Merger Agreement. In addition, the pendency of the merger could have adverse effects on our business, including diversion of management attention, disruption of borrower relationships, and difficulty attracting or retaining employees of our Manager.

Movement in the Exchange Ratio between signing and closing may result in REFI stockholders receiving fewer shares of LIEN common stock than currently anticipated.

The Exchange Ratio is calculated based on the relative net asset values of REFI and LIEN as of a date no earlier than 48 hours prior to the Merger Effective Time. Changes in either company’s net asset value between the date of the Merger Agreement and closing, including changes attributable to credit losses, changes in the value of our loans, share issuances (such as the July 2026 Koach issuance), and other factors will affect the Exchange Ratio, and REFI stockholders may receive fewer shares of LIEN common stock than they would have received based on net asset values calculated at earlier dates.

REFI’s election to be regulated as a business development company under the Investment Company Act would fundamentally change REFI’s regulatory framework.

In connection with the proposed merger, REFI will elect to be regulated as a business development company under the Investment Company Act. As a business development company, REFI would be subject to a materially different regulatory regime than it is subject to today as a REIT, including limitations on leverage, affiliate transactions, and portfolio composition.

Litigation may be filed against REFI or LIEN in connection with the proposed merger, which could delay or prevent the merger and result in the incurrence of substantial defense costs.

Transactions such as the proposed merger frequently result in litigation, including litigation seeking to enjoin the transaction, litigation alleging breaches of fiduciary duties by directors, and litigation asserting disclosure claims under the federal securities laws. Any such litigation could delay completion of the merger, result in the incurrence of substantial defense costs, or, if the litigation is successful, prevent the merger from being completed on the anticipated terms or timing, or at all.

The risks described in our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.