🧾 What This Document Is

This is a DEF 14A, a definitive proxy statement. Think of it as an invitation and instruction manual for a company's shareholders. Chicago Atlantic Real Estate Finance (REFI) is asking its owners (shareholders) to vote on specific proposals ahead of their annual meeting. The main event is the 2026 Annual Meeting of Stockholders on June 11, 2026, in Chicago. The company is providing all the info you need to make informed voting decisions, even if you can't attend in person.

Why it matters: If you own REFI stock, this document tells you what you're voting on and who is asking for your vote. It’s a key transparency tool.

🏢 What The Company Does

👉 In simple terms: Chicago Atlantic Real Estate Finance, Inc. (REFI) is a real estate investment trust (REIT) that provides financing, primarily through loans, to businesses. Based on the details, they seem to have a significant focus on the cannabis industry, working with state-licensed operators. They generate income from the interest on these loans.

• Business Model: Lend money → Earn interest income.
• Industry: Commercial real estate finance / Private credit, with a notable specialization in cannabis.

🗳️ The Main Event: Your Voting Ballot

Shareholders are being asked to vote on two key proposals:

1. Elect Five Directors: You'll vote to elect five members to the company's board. The board recommends voting FOR all nominees.
2. Ratify the Auditor: You'll confirm the selection of BDO USA, P.C. as the company's independent accounting firm for 2026. The board recommends voting FOR this as well.

👉 Key Dates & Details:

• Meeting: June 11, 2026, at 10:00 a.m. CT.
• Record Date: You must have been a shareholder by April 2, 2026, to vote.
• Quorum Needed: At least 10,603,614 shares (a majority of the 21,207,228 outstanding) must be represented.
• How to Vote: By internet at www.proxyvote.com, by phone at 1-800-690-6903, by mail, or in person.

👥 Meet the Leadership: Director Nominees & Executives

The document provides detailed bios. Here's a quick breakdown:

Director Nominees (Up for Election):

• John Mazarakis (Age 49): Executive Chairman. Co-founder of the company's manager. Entrepreneurial background in real estate and restaurants.
• Anthony Cappell (Age 42): Co-CEO & Director. Co-founder. Deep credit underwriting experience.
• Jason Papastavrou, Ph.D. (Age 63): Independent Director. Financial expert, founder of a wealth management firm.
• Brandon Konigsberg (Age 55): Independent Director. Former senior finance executive at J.P. Morgan.
• Elizabeth Stavola (Age 55): Independent Director (newly elected in 2025). Entrepreneur in the cannabis industry.

Other Key Leaders (Not up for election this time):

• Peter Sack (Age 36): Co-CEO & Director.
• Michael Steiner (Age 56): Independent Director.
• Phillip Silverman (Age 36): CFO, Treasurer, and Secretary.
• David Kite (Age 55): President & COO.

👉 The Big Picture on the Board: The board has 7 members (5 to be elected). A key feature is the mix of "Interested Directors" (Mazarakis, Cappell, Sack - who work for the management company) and Independent Directors (Papastavrou, Konigsberg, Stavola, Steiner - who are meant to provide unbiased oversight).

⚙️ How the Company is Governed

This section details the rules and structures that keep the company running properly.

• Board Committees: Three key committees do the heavy lifting:
  • Audit Committee: Oversees finances, audits, and related-party deals. (Members: Papastavrou, Konigsberg, Stavola).
  • Compensation Committee: Handles pay for execs and directors. (Members: Konigsberg, Papastavrou, Stavola).
  • Nominating & Governance Committee: Finds new directors and sets governance rules. (Members: Papastavrou, Konigsberg, Stavola).
• Risk Oversight: The Board, especially the Audit Committee, is responsible for watching over major financial and operational risks.
• Leadership: John Mazarakis is the Executive Chairman. Dr. Jason Papastavrou serves as the Lead Independent Director, a crucial role for ensuring independent oversight.

💰 Compensation & Related Deals

• Director Pay: Independent directors get a base cash retainer of $72,500/year, plus extra for committee roles (e.g., Audit Chair gets +$25k). They also receive $75,000 in stock awards annually. Directors who are employees (like Mazarakis and Cappell) don't get separate director fees.
• Related Party Transactions: The company sometimes invests alongside its manager's other funds. It also sold some loans to an affiliate. All these deals were reviewed and approved by the Audit Committee to ensure they were fair to the company.

🔮 What's Next

The immediate next step is the Annual Meeting on June 11, 2026. The company will use the results of the shareholder votes to (1) finalize its board composition and (2) confirm its auditor for the year. The board's strong recommendation is to vote FOR both proposals. After the meeting, the newly constituted board will continue to oversee the company's strategy and operations.

⚖️ Strengths (👍) & Risks (⚠️)

• 👍 Experienced Leadership: The board and management team have deep backgrounds in finance, real estate, and the cannabis industry.
• 👍 Clear Governance Structure: Established committees with defined roles, especially strong independent oversight via the Lead Independent Director and all-independent key committees.
• 👍 Transparent Disclosure: Related-party transactions are clearly disclosed and subject to committee approval.
• ⚠️ Industry-Specific Risk: Heavy focus on cannabis lending exposes the company to regulatory and market risks specific to that sector.
• ⚠️ Manager Dependence: The company relies on its external manager (Chicago Atlantic REIT Manager, LLC) for daily operations, creating a potential conflict of interest that requires strong board oversight.
• ⚠️ Market Risk: As a lender, the company is sensitive to changes in interest rates and the overall health of the real estate and credit markets.

🧠 The Analogy

Think of REFI's board of directors like a ship's navigation team. The Interested Directors (Mazarakis, Cappell) are like the ship's officers—they work for the company daily and know the engine room intimately. The Independent Directors (Papastavrou, Konigsberg, Stavola) are like experienced external navigators hired to provide an objective view, check the course, and make sure the ship isn't taking unnecessary risks. This proxy statement is your report on who's on the team and their plan for the next leg of the journey.

🧩 Final Takeaway

This proxy is about shareholders formally approving the leadership team and financial watchdog for Chicago Atlantic Real Estate Finance. The key takeaway is that the company has a clear governance structure separating management from oversight, and it's asking shareholders to ratify the experienced directors and auditors who will steer the ship, particularly as it navigates the specialized waters of cannabis finance.