Chicago Atlantic BDC, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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.
Jun 30, 2026 · Filed Aug 13, 2026
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 2026-03-31; filed 2026-05-14.
0001193125-26-222738
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001193125-26-347342
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 179 previous paragraphs and 187 current paragraphs.
160 unchanged; 19 reworded; 8 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 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 (8)
Current report
Recent Developments
Current report
Proposed Merger with Chicago Atlantic Real Estate Finance, Inc.
Current report
On June 17, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chicago Atlantic Real Estate Finance, Inc. (“REFI”) and, for the limited purposes described therein, the Adviser and Chicago Atlantic REIT Manager, LLC (the “REFI Manager”), pursuant to which REFI will elect to be regulated as a business development company and merge with and into the Company, with the Company continuing as the surviving company (the “Merger”) and continuing to trade on Nasdaq under the symbol “LIEN.” REFI’s stockholders will receive shares of our common stock based on the Exchange Ratio. The “Exchange Ratio” equals the net asset value per share of REFI common stock (the “Closing REFI NAV”) divided by the net asset value per share of the Company’s common stock (the “Closing LIEN NAV”) (rounded to the fourth decimal place), in each case calculated in good faith as of a date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time of the Merger (the “Merger Effective
Current report
Time”). The Merger, which is subject to stockholder approvals, regulatory approvals, effectiveness of a Form N-14 registration statement and other customary conditions, is expected to close in the fourth quarter of 2026. See Note 14 to the financial statements.
Current report
Shelf Registration Statement
Current report
On May 11, 2026, the Company filed a registration statement on Form N-2 (the “Shelf Registration Statement”) with the U.S. Securities and Exchange Commission registering the offering, from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to $500,000,000 in aggregate amount of the Company’s common stock, preferred stock, subscription rights, warrants, debt securities, and units comprising any combination of the foregoing. The specific terms of any offering will be established in one or more prospectus supplements at the time of the offering. As of the date of this Quarterly Report on Form 10-Q, the Shelf Registration Statement had not been declared effective.
Current report
In addition, on May 11, 2026, we filed a $500.0 million universal Shelf Registration Statement on Form N-2, which, once effective, would permit us to offer common stock, preferred stock, subscription rights, warrants, debt securities and units from time to time as an additional source of capital, subject to market conditions and the requirements of the 1940 Act.
Current report
During the six months ended June 30, 2025, the Company issued the following shares of common stock under the DRIP:
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 $810.4 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 $1.1 billion of potential investments in varying stages of underwriting.
Previous wording
As of March 31, 2026, our investment portfolio had an aggregate fair value of approximately $364.0 million and was comprised of approximately $331.2 million in first lien, senior secured loans, approximately $28.2 million in senior secured notes, approximately $1.4 million in second lien, senior secured loans, and approximately $3.2 million in equity securities across forty portfolio companies. As of December 31, 2025, our investment portfolio had an aggregate fair value of approximately $333.3 million and was comprised of approximately $292.7 million in first lien, senior secured loans, approximately $37.5 million in senior secured notes, approximately $1.4 million in second lien, senior secured loans, and approximately $1.7 million in equity securities across thirty-nine portfolio companies.
Current wording
As of June 30, 2026, our investment portfolio had an aggregate fair value of approximately $334.8 million and was comprised of approximately $299.3 million in first lien, senior secured loans, approximately $30.9 million in senior secured notes, approximately $1.4 million in second lien, senior secured loans, and approximately $3.2 million in equity securities across thirty-seven portfolio companies. As of December 31, 2025, our investment portfolio had an aggregate fair value of approximately $333.3 million and was comprised of approximately $292.7 million in first lien, senior secured loans, approximately $37.5 million in senior secured notes, approximately $1.4 million in second lien, senior secured loans, and approximately $1.7 million in equity securities across thirty-nine portfolio companies.
Previous wording
As of March 31, 2026 and December 31, 2025, we had three portfolio companies that represented 32.5% and 31.8% respectively, of our investments, at fair value. As of March 31, 2026 and December 31, 2025, our largest portfolio company represented 17.8% and 15.7%, respectively, of our investments, at fair value.
Current wording
As of June 30, 2026 and December 31, 2025, we had three portfolio companies that represented 35.1% and 31.8% respectively, of our investments, at fair value. As of June 30, 2026 and December 31, 2025, our largest portfolio company represented 19.2% and 15.7%, respectively, of our investments, at fair value.
Previous wording
The following table provides a summary of the changes in the investment portfolio for the three months ended March 31, 2026 and 2025:
Current wording
The following table provides a summary of the changes in the investment portfolio for the six months ended June 30, 2026 and 2025:
Previous wording
As of March 31, 2026, the Company had $54,500,000 in outstanding borrowings and $45,500,000 available under the Revolving Line of Credit. The Revolving Line of Credit is secured by all of the Company's assets pledged as collateral.
Current wording
As of June 30, 2026, the Company had $27,000,000 in outstanding borrowings and $73,000,000 available under the Revolving Line of Credit. The Revolving Line of Credit is secured by all of the Company's assets pledged as collateral.
Previous wording
The following discussion and analysis of our results of operations encompasses our results for the three months ended March 31, 2026 and 2025.
Current wording
The following discussion and analysis of our results of operations encompasses our results for the three and six months ended June 30, 2026 and 2025.
Previous wording
The fair value of the Company’s investment portfolio grew from $289.3 million as of March 31, 2025, to $364.0 million as of March 31, 2026. The 26% growth in the fair value of our investment portfolio resulting from originations 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 ended March 31, 2026 compared to the three months ended March 31, 2025.
Current wording
The fair value of the Company’s investment portfolio grew from $307.5 million as of June 30, 2025, to $334.8 million as of June 30, 2026. The 9% growth in the fair value of our investment portfolio resulting from originations is the main driver for the changes in investment income, operating expenses, net investment income and change in unrealized appreciation (depreciation) for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
Previous wording
The following table sets forth the components of investment income for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth the components of investment income for the three and six months ended June 30, 2026 and 2025:
Previous wording
For the three months ended March 31, 2026 and 2025, total investment income was approximately $16.7 million and $11.9 million, respectively, which was attributable to approximately $2.1 million and $0.6 million of fee income related to commitment fees, success fees, amendment fees and administrative fees and approximately $ 14.6 million and $11.3 million of interest income, respectively. Approximately $0.6 million of prepayment premiums were included in interest income for the three months ended March 31, 2026. There were no prepayment premiums included in interest income for the three months ended March 31, 2025.
Current wording
For the three months ended June 30, 2026 and 2025, total investment income was approximately $14.0 million and $13.1 million, respectively, which was attributable to approximately $0.7 million and $1.2 million of fee income related to commitment fees, success fees, amendment fees and administrative fees and approximately $13.3 million and $11.9 million of interest income, respectively. For the six months ended June 30, 2026 and 2025, total investment income was approximately $30.7 million and $25.0 million, which was attributable to approximately, $2.8 million and $1.8 million of fee income related to commitment fees, success fees, amendment fees and administrative fees and approximately $27.9 million and $23.2 million of interest income, respectively. Approximately $0.5 million and $1.1 million of prepayment premiums were included in interest income for the three and six months ended June 30, 2026, respectively. There were no prepayment premiums included in interest income for the three and six months ended June 30, 2025.
Previous wording
Our operating expenses for the three months ended March 31, 2026 and 2025 are presented below:
Current wording
Our operating expenses for the six months ended June 30, 2026 and 2025 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 months ended March 31, 2026 and 2025.
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 six months ended June 30, 2026 and 2025.
Previous wording
Net change in unrealized appreciation (depreciation) from investments for the three months ended March 31, 2026 and 2025 is comprised of the following:
Current wording
Net change in unrealized appreciation (depreciation) from investments for the three and six months ended June 30, 2026 and 2025 is comprised of the following:
Previous wording
The following table details net change in unrealized appreciation (depreciation) for our portfolio for the three months ended March 31, 2026 and 2025:
Current wording
The following table details net change in unrealized appreciation (depreciation) for our portfolio for the three and six months ended June 30, 2026 and 2025:
Previous wording
In accordance with the 1940 Act, we are allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150% after such borrowings (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). As of March 31, 2026, we had approximately $3.3 million in cash and $54.5 million in total aggregate principal amount of outstanding debt. Our asset coverage as of March 31, 2026, was 658%. Subject to borrowing base and other restrictions, we had approximately $45.5 million available for additional borrowings under the Revolving Line of Credit as of March 31, 2026.
Current wording
In accordance with the 1940 Act, we are allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150% after such borrowings (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). As of June 30, 2026, we had approximately $0.9 million in cash and $27.0 million in total aggregate principal amount of outstanding debt. Our asset coverage as of June 30, 2026, was 1220%. Subject to borrowing base and other restrictions, we had approximately $73.0 million available for additional borrowings under the Revolving Line of Credit as of June 30, 2026.
Previous wording
As of March 31, 2026 and December 31, 2025, we had cash of approximately $3.3 million and $2.9 million, respectively. During three months ended March 31, 2026, we experienced a net increase in cash of approximately $0.4 million. During the period, cash used in operating activities was approximately $20.8 million, primarily driven by the purchase of investments of approximately $92.7 million, partially offset by proceeds from sales of investments and principal repayments of portfolio investments of $63.4 million and net investment income of approximately $10 million. Cash provided by financing activities was approximately $21.2 million, primarily driven by net borrowings and repayments under our Revolving Line of Credit of $29.5 million, offset by distributions paid of approximately $7.8 million and financing costs paid of approximately $0.5 million.
Current wording
As of June 30, 2026 and December 31, 2025, we had cash of approximately $0.9 million and $2.9 million, respectively. During the six months ended June 30, 2026, we experienced a net decrease in cash of approximately $2.0 million. During the period, cash provided by operating activities was approximately $12.1 million, primarily driven by the purchase of investments of approximately $95.4 million, partially offset by proceeds from sales of investments and principal repayments of portfolio investments of $95.6 million and net investment income of approximately $17.6 million. Cash used in financing activities was approximately $14.2 million, primarily driven by net borrowings and repayments under our Revolving Line of Credit of $2.0 million, offset by distributions paid of approximately $15.5 million and financing costs paid of approximately $0.5 million.
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 May 13, 2026, the last reported closing sales price of our common stock on the Nasdaq Global Market was $9.07 per share, which represented a discount of approximately 31.96% to our net asset value per share of $13.33 as of March 31, 2026.
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 August 11, 2026, the last reported closing sales price of our common stock on the Nasdaq Global Market was $9.78 per share, which represented a discount of approximately (26.34%) to our net asset value per share of $13.26 as of June 30, 2026.
Previous wording
As of May 13, 2026, there were approximately 113 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 August 11, 2026, there were approximately 103 holders of record of our common stock, which does not include stockholders for whom shares are held in “nominee” or “street name.”
Previous wording
During the three months ended March 31, 2026 and 2025, the Company issued no shares of common stock under the DRIP.
Current wording
During the six months ended June 30, 2026, the Company issued no shares of common stock under the DRIP.
Previous wording
We did not repurchase any of our equity securities during the three months ended March 31, 2026 or the fiscal year ended December 31, 2025.
Current wording
We did not repurchase any of our equity securities during the six months ended June 30, 2026 or the fiscal year ended December 31, 2025.