Chicago Atlantic Real Estate Finance, Inc.
For the period ended Aug 11, 2026. Filed Aug 11, 2026.
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Aug 11, 2026 · Filed Aug 11, 2026
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Contents
EX-99.2 · PROXY STATEMENT
proxy statement/prospectus contained therein.. The information contained in this presentation should be read in conjunction with our financial statements and notes thereto appearing elsewhere in our annual report on Form 10-K for the year ended December 31, 2025, and other documents we file from time to time with the SEC. You are advised to consult any additional disclosures that we may make through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Important Disclosure Information
Chicago Atlantic Real Estate Finance, Inc 3 Market and Industry Data In this presentation, the Company relies on and refers to certain information and statistics obtained from third-party sources which it believes to be reliable, including reports by market research firms. The Company has not independently verified the accuracy or completeness of any such third-party information. Because the cannabis industry is relatively new and rapidly evolving, such market and industry data may be subject to significant change in a relatively short period. Important Notices This presentation is by Chicago Atlantic Real Estate Finance, Inc., ("REFI" or the "Company") a publicly traded company that has elected to be taxed as a REIT for federal income tax purposes. This presentation is provided for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy, any security or instrument , and is not a solicitation of any vote or approval with respect to the proposed merger between REFI and Chicago Atlantic BDC, Inc. ("LIEN") or any related matter. REFI is not a registered investment company and is managed by Chicago Atlantic REIT Manager, LLC (our "Manager"). This presentation is not a communication by our Manager and is not designed to maintain any existing client or investor or solicit new clients or investors of the Manager. We routinely post important information for investors on our website, refi.reit. We intend to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. REFI encourages investors, analysts, the media and others interested in REFI to monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations, webcasts and other information we post from time to time on our website. Past performance is no guarantee of future results. There is no guarantee that any investment strategy referenced herein will work under all market conditions. You alone assume the responsibility of evaluating the merits and risks associated with any potential investment or investment strategy referenced herein. The information contained herein is not intended to provide, and should not be relied upon for accounting, legal or tax advice or investment recommendations for REFI or any of its affiliates. Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures, including Distributable Earnings, to evaluate our performance excluding the effects of certain transactions and certain GAAP adjustments that we believe are not necessarily indicative of our current loan activity and operations. We believe the non-GAAP financial measures are useful for management, investors, analysts, and other interested parties in evaluating our performance but should not be viewed in isolation and are not a substitute for financial measures computed in accordance with GAAP. We define Distributable Earnings as, for a specified period, the net income (loss) computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); provided that Distributable Earnings does not exclude, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash, (iv) provision for current expected credit losses and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between our Manager and our independent directors and after approval by a majority of such independent directors. We believe providing Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to stockholders in assessing the overall performance of our business. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, we generally intend to attempt to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our Board. Distributable Earnings is one of many factors considered by our Board in authorizing dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of our dividends. Important Disclosure Information
Chicago Atlantic Real Estate Finance, Inc 4 Additional Information and Where to Find It This presentation includes information relating to the proposed merger of REFI with and into LIEN pursuant to the Agreement and Plan of Merger, dated as of June 17, 2026, by and between LIEN and REFI (the "Merger Agreement"). In connection with the proposed merger and related proposals, LIEN has filed with the SEC a registration statement on Form N-14 (filed July 31, 2026), which includes a joint proxy statement of LIEN and REFI and a prospectus of LIEN (the "Proxy Statement/Prospectus"). STOCKHOLDERS OF LIEN AND REFI ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LIEN, REFI, THE MERGER AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, www.sec.gov, or from each company's investor relations website. Participants in the Solicitation LIEN, REFI and their respective directors and executive officers, Chicago Atlantic BDC Adviser, LLC (the "LIEN Adviser"), and Chicago Atlantic REIT Manager, LLC (the "Company Manager"), and their respective directors, officers, members, managers, partners, employees and affiliates, and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of LIEN and REFI in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of LIEN and REFI in connection with the proposed merger, including a description of their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Important Disclosure Information
Chicago Atlantic Real Estate Finance, Inc 5 Chicago Atlantic Real Estate Finance: Company Overview Commercial mortgage REIT and institutional lender to state- licensed operators in the cannabis industry. Manages a diversified portfolio of borrowers, geographies and asset types with strong real estate collateral coverage and loan- to-enterprise value ratios. Aims to provide risk-adjusted total returns for stockholders through consistent dividends and capital appreciation. Access to Chicago Atlantic's leading cannabis lending platform as lead or co-lead arranger, and its proprietary sourcing network and direct originations team Experienced and robust origination team responsible for sourcing and closing over $4.0 billion in credit facilities since its inception, of which $3.1 billion has been made to cannabis operators. (1) As of June 30, 2026, represents transactions closed by our Sponsor ("Chicago Atlantic Group, LP") and its affiliates. (2) As of June 30, 2026, includes potential syndications and refinancings, and represents cannabis originations across the Sponsor's platform. Total pipeline presented includes approximately $204 million of real estate secured investment opportunities in the cannabis industry. (3) As of June 30, 2026. ~$649M near-term pipeline under evaluation(2) $4.0B+ in loans closed since platform inception(1) 130+ cannabis loans closed across platform(1) $453.1M outstanding loan principal(3) 15.8% gross portfolio yield(3) 1.2x real estate collateral coverage in current portfolio(3)
Chicago Atlantic Real Estate Finance, Inc 6 (1) Denotes member of Investment Committee John Mazarakis(1) Executive Chairman Tony Cappell(1) Co-CEO Peter Sack(1) Co-CEO Originated over $500mm in cannabis credit transactions Developed and owns over 1mm sf of real estate across 4 states Founded restaurant group with 30+ units and 1,200+ employees MBA from Chicago Booth and BA from University of Delaware Debt investor with 20 years of investment management experience, beginning at Wells Fargo Foothill Completed over 150 deals, comprising over $5bn in total credit MBA from Chicago Booth and BA from University of Wisconsin Former Principal at BC Partners Credit, leading its cannabis practice Former private equity investor, focusing on distressed industrial opportunities MBA from University of Pennsylvania's Wharton School of Business, BA from Yale University, and Fulbright Scholar David Kite(1) President and COO Phil Silverman Chief Financial Officer Over 20 years of experience in investment management and real estate investments Former Partner and COO of Free Market Ventures Former Founder of K&K Capital Management MBA from Chicago Booth and BA from University of Illinois Finance and accounting expert, with 15 years of experience in financial reporting, operations, and internal controls within the asset management industry Former CFO of Chicago Atlantic Group, LP B.S in Finance from Indiana University and holds the CPA designation Industry-Leading Management and Investment Team Deep Cannabis, Credit and Real Estate Expertise With Entrepreneurial Approach 100 YEARS OF COMBINED EXPERIENCE AND OVER $8 BILLION IN REAL ESTATE AND COMMERCIAL CREDIT
Chicago Atlantic Real Estate Finance, Inc 7 Jason Papastavrou Brandon Konigsberg Elizabeth Stavola Lead Independent Director Founder and CIO of ARIS Capital Management Former member of board of directors of GXO Logistics (NYSE:GXO); XPO Logistics (NYSE:XPO) and United Rentals (NYSE:URI) BS in Mathematics and MS and PhD in Electrical Engineering and Computer Science from MIT
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