Chicago Atlantic BDC, Inc.

Recent Developments

On June 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chicago Atlantic Real Estate Finance, Inc. (“REFI”) (NASDAQ: REFI), an affiliated company that has elected to be taxed as a real estate investment trust and is externally managed by an affiliate of the Company’s investment adviser, pursuant to which REFI will merge with and into the Company, with the Company continuing as the surviving company (the “Merger”). Prior to the Merger, REFI will elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). At closing, REFI’s stockholders will receive a number of shares of the Company’s common stock determined based on the ratio (the “Exchange Ratio”) of REFI’s net asset value (“NAV”) per share, as adjusted in accordance with the Merger Agreement, to the Company’s NAV per share, similarly adjusted, in each case as determined shortly prior to closing. Based on the respective NAVs of REFI and the Company as of March 31, 2026, and without giving effect to any other changes in the inputs to the Exchange Ratio occurring after March 31, 2026, former REFI stockholders would be expected to own approximately 50.5% of the Company immediately following the Merger. The actual pro forma ownership percentage will depend on the Exchange Ratio calculated shortly prior to closing and may differ from the March 31, 2026 estimate. Completion of the Merger is subject to the approval of stockholders of both the Company and REFI, including approval by REFI’s stockholders of REFI’s election to be regulated as a business development company under the 1940 Act and approval by REFI’s stockholders of an investment advisory agreement, as well as regulatory approvals, third-party consents and other customary closing conditions. Assuming these conditions are satisfied, the Merger is expected to close in the fourth quarter of 2026. There can be no assurance that the Merger will be completed on the anticipated terms or timing, or at all. Additional information regarding the Merger is set forth below under “Additional Information and Where to Find It.”