UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2026
Chicago Atlantic Real Estate Finance, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-41123 | 86-3125132 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1680 Michigan Avenue Suite 700, Miami Beach, Florida | 33139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (312) 625-9295
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | REFI | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Chicago Atlantic Real Estate Finance, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 11, 2026 and submitted two matters to the vote of the shareholders. A summary of the matters voted upon by shareholders is set forth below.
| 1. | Shareholders elected five members of the board of directors of the Company, each to serve until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified. The following votes were taken in connection with this proposal: |
| Name | For | Votes Withheld | Broker Non-Votes | ||||||||
| John Mazarakis | 6,073,704 | 440,140 | 6,649,322 | ||||||||
| Anthony Cappell | 6,397,600 | 116,224 | 6,649,322 | ||||||||
| Jason Papastavrou | 4,569,882 | 1,943,962 | 6,649,322 | ||||||||
| Elizabeth Stavola | 5,087,001 | 1,426,843 | 6,649,322 | ||||||||
| Brandon Konigsberg | 5,083,668 | 1,430,176 | 6,649,322 | ||||||||
| 2. | Shareholders ratified the appointment of BDO USA, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 12,995,674 | 72,645 | 94,847 | - |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Chicago Atlantic Real Estate Finance, Inc. | |||
| Date: June 11, 2026 | By: | /s/ Peter Sack | |
| Name: | Peter Sack | ||
| Title: | Co-Chief Executive Officer | ||
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