Chicago Atlantic Real Estate Finance Inc.

11/10/2026 | Press release | Distributed by Public on 11/10/2026 06:01

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this quarterly report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to future events or the future performance or financial condition of Chicago Atlantic Real Estate Finance, Inc. (the "Company," "we," "us," and "our"). The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. This description contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in this quarterly report and in "Risk Factors" in our annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") and in Part II, Item 1A of this quarterly report on Form 10-Q, as such risks may be updated, amended, or superseded from time to time by subsequent reports we file with the SEC. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•
our future and projected operating results;
•
the ability of our Manager to locate suitable loan opportunities for us, monitor and actively manage our loan portfolio, and implement our investment strategy;
•
the allocation of loan opportunities to us by our Manager and its affiliates;
•
the impact of inflation on our operating results;
•
actions and initiatives of the federal or state governments and changes to government policies related to cannabis and the execution and impact of these actions, initiatives, and policies, including the fact that cannabis remains illegal under federal law;
•
the estimated growth in and evolving market dynamics of the cannabis market;
•
the demand for cannabis cultivation and processing facilities;
•
shifts in public opinion regarding cannabis;
•
the state of the U.S. economy generally or in specific geographic regions;
•
economic trends and economic recoveries;
•
the amount and timing of our cash flows, if any, from our loans;
•
our ability to obtain and maintain financing arrangements;
•
our expected leverage;
•
changes in the values of our loans;
•
our expected investment and underwriting process;
•
rates of default or decreased recovery rates on our loans;
•
the degree to which any interest rate or other hedging strategies may or may not protect us from interest rate volatility;
•
changes in interest rates and impacts of such changes on our results of operations, cash flows, and the value of our loans;
•
interest rate mismatches between our loans and our borrowings used to fund such loans;
•
the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates;
•
impact of, and changes in, governmental regulations, tax law and rates, accounting guidance, and similar matters;
•
our ability to maintain our exclusion or exemption from registration under the Investment Company Act;
•
our ability to qualify and maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
•
estimates relating to our ability to make distributions to our stockholders in the future;
•
our understanding of our competition;
•
market trends in our industry, interest rates, real estate values, the securities markets or the general economy; and
•
any of the other risks, uncertainties and other factors we identify in our annual report on Form 10-K or this quarterly report on Form 10-Q.
•
the timing, completion and expected benefits of our proposed merger with Chicago Atlantic BDC, Inc. ("LIEN"), and the risk that the anticipated benefits may not be realized;
•
our ability to obtain the required stockholder approvals of the Company and LIEN and the approvals required under Rule 17a-8 of the 1940 Act;
•
the risk that required regulatory approvals or non-objections relating to our proposed merger with LIEN may not be obtained, including SEC acceptance of the Company's election to be regulated as a business development company;
•
movement in the Exchange Ratio between signing of the merger agreement for our proposed merger with LIEN and closing of the transaction due to changes in the net asset values of the Company and LIEN;
•
the incurrence of significant transaction and integration costs and the risk of litigation relating to the merger;
•
the risk that the share repurchase program of up to $25.0 million that the Board has agreed to consider following completion of the proposed merger may not be adopted or may differ from current expectations; and

Available Information

We routinely post important information for investors on our website, www.chicagoatlantic.com. 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. We encourage investors, analysts, the media, and others interested in us to monitor the Investments 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. To sign-up for email-notifications, please visit the "Contact" section of our website under "Join Our Mailing List" and enter the required information to enable notifications.

Overview

We were formed in March 2021 as a Maryland corporation and are structured as an externally managed mortgage real estate investment trust ("REIT"). We completed our initial public offering ("IPO") in December 2021 and have elected to be taxed as a REIT for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2021. Our primary investment objective is to provide attractive, risk-adjusted returns for stockholders over time primarily through consistent current income dividends and other distributions and secondarily through capital appreciation. We intend to achieve this objective by originating, structuring and investing in first mortgage loans and alternative structured financings secured by commercial real estate properties. Our current portfolio is comprised primarily of senior loans to state-licensed operators in the cannabis industry, secured by real estate, equipment, receivables, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers. We aim to maintain a diversified portfolio across jurisdictions and verticals, including cultivators, processors, dispensaries, and other businesses ancillary thereto.

Our loans to portfolio companies operating in the cannabis industry may include companies that we determine, based on our due diligence, are licensed in, and in compliance with, state-regulated cannabis programs, regardless of their status under U.S. federal law, so long as the investment itself is designed to be compliant with all applicable laws and regulations in the jurisdiction in which the investment is made or to which we are otherwise subject, including U.S. federal law. We will not own any warrants or other forms of equity in any of our portfolio companies involved in the cannabis industry, unless the portfolio companies are listed on a national securities exchange, such as the New York Stock Exchange ("NYSE") or NASDAQ, and such ownership is permitted by applicable U.S. federal laws and regulations, including those applicable to NYSE or NASDAQ issuers, as the case may be.

We believe that cannabis operators' limited access to traditional bank and non-bank financing has provided attractive opportunities for us to make loans to companies that exhibit strong fundamentals but require more customized financing structures and loan products than regulated financial institutions can provide in the current regulatory environment. We believe that continued state-level legalization of cannabis for medical and adult use creates an increased loan demand by companies operating in the cannabis industry and property owners leasing to cannabis tenants. Furthermore, we believe we are differentiated from our competitors because we seek to target operators and facilities that exhibit lower-risk characteristics on a relative basis, which we believe include generally limiting exposure to ground-up construction, lending to cannabis operators with operational and/or profitable facilities, diversification of geographies and distribution channels, among other factors. Additionally, the Manager seeks to invest in transactions that tend to be attractively priced

and have stronger than normal covenants and amortization due to complexity of the industry and in cannabis companies that it believes have some or all of the following characteristics:

•
Growth or earnings before interest, income taxes, depreciation and amortization ("EBITDA") positive entities
•
Companies that require capital but do not want to dilute their equity
•
Companies that demonstrate strong cash flow performance with low leverage profiles
•
Low debt to enterprise value ratios

Our loans are generally secured by real estate and, when lending to owner-operators in the cannabis industry, other collateral, such as equipment, receivables, intellectual property, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations governing such borrowers. We also seek personal or corporate guarantees for additional credit protection on our loans.

Generally, the loans we invest in have a complete set of financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company's financial performance. However, we occasionally invest in "covenant-lite" loans. We use the term "covenant-lite" to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, "covenant-lite" loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower's financial condition. Accordingly, to the extent we invest in "covenant-lite" loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with a complete set of financial maintenance covenants.

We may also invest in companies or properties that are not related to the cannabis industry that provide return characteristics consistent with our investment objective. From time to time, we may also invest in mezzanine loans, preferred equity or other forms of joint venture equity to the extent consistent with our exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act") and maintaining our qualification as a REIT. We may enter into credit agreements with borrowers that permit them to incur debt that ranks equally with, or senior to, the loans we extend to such companies under such credit agreements. There is no assurance that we will achieve our investment objective.

Revenues

We generate revenue primarily in the form of interest income on loans which is generally payable monthly. The principal amount of our loans and any accrued but unpaid interest thereon generally become due at the applicable maturity date. In some cases, our interest income includes a paid-in-kind ("PIK") component for a portion of the total interest. The PIK interest, computed at the contractual rate specified in each applicable loan agreement, is accrued in accordance with the terms of such loan agreement and capitalized to the principal balance of the loan and recorded as interest income. The PIK interest added to the principal balance is typically amortized and paid in accordance with the applicable loan agreement. In cases where the loans do not amortize, the PIK interest is collected upon repayment of the outstanding principal. We also generate revenue from original issue discounts ("OID"), which are also recognized as interest income from loans over the initial term of the applicable loans. Delayed draw loans may earn interest or unused fees on the undrawn portion of the loan, which is recognized as interest income in the period earned. Other fees, including prepayment fees and exit fees, are also recognized as interest income when received. Any such fees will be generated in connection with our loans and recognized as earned in accordance with generally accepted accounting principles ("GAAP").

The following table sets forth the components of interest and fee income for the three months and nine months ended September 30, 2026 and 2025:

For the three months ended

For the nine months ended

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Interest and fee income

Cash interest income

$

12,248,147

$

11,590,793

$

35,432,177

$

36,856,309

Accretion of OID (amortization of premium, net)

426,529

853,264

1,436,370

1,538,765

Paid-in-kind interest income

2,510,575

1,224,207

6,181,061

4,239,173

Other fee income1

273,488

1,582,603

2,792,842

4,225,970

Total

$

15,458,739

$

15,250,866

$

45,842,450

$

46,860,217

(1)
Other fee income includes prepayment fees, make-whole fees, exit/success fees, and/or other upfront fees on loans for which the fair value option was elected, which are included in interest income on the Consolidated Statements of Income.

Our loans bear interest rates that are either fixed or determined periodically on the basis of U.S. Prime Rate ("Prime") or Secured Overnight Financing Rate ("SOFR") plus a premium. Loans which bear interest on either Prime or SOFR are collectively referred to as "Floating-rate loans". The below table summarizes changes in Prime and SOFR since September 30, 2025:

Prime Rate

Effective Date

Rate(1)

September 17, 2026

7.00

%

December 11, 2025

6.75

%

October 30, 2025

7.00

%

September 18, 2025

7.25

%

(1)
Rate obtained from the Wall Street Journal's "Bonds, Rates & Yields" table.

SOFR Rate

Effective Date

Rate(1)

September 30, 2026

3.90

%

June 30, 2026

3.68

%

March 31, 2026

3.68

%

December 31, 2025

3.87

%

September 30, 2025

4.45

%

(1)
Rate obtained from the Federal Reserve Bank of New York's "Secured Overnight Financing Rate Data" table

The below table summarizes the gross interest income derived from fixed and floating-rate loans during the three months and nine months ended September 30, 2026 and 2025 based on portfolio composition as of the quarter end date.

For the three months ended September 30, 2026

Interest income

Percentage of loans held for investment

Fixed-rate loans

$

5,325,791

34.5

%

Floating-rate loans

10,132,948

65.5

%

Total

$

15,458,739

100.0

%

For the three months ended September 30, 2025

Interest income

Percentage of loans held for investment

Fixed-rate loans

$

5,772,565

37.9

%

Floating-rate loans

9,478,301

62.1

%

Total

$

15,250,866

100.0

%

For the nine months ended September 30, 2026

Interest income

Percentage of loans held for investment

Fixed-rate loans

$

17,649,219

39.5

%

Floating-rate loans

28,193,231

60.5

%

Total

$

45,842,450

100.0

%

For the nine months ended September 30, 2025

Interest income

Percentage of loans held for investment

Fixed-rate loans

$

17,736,936

37.9

%

Floating-rate loans

29,123,281

62.1

%

Total

$

46,860,217

100.0

%

Expenses

Our primary operating expenses are the payment of Base Management Fees and Incentive Compensation under our Management Agreement with our Manager and the allocable portion of overhead and other expenses paid or incurred on our behalf, including reimbursing our Manager for a certain portion of the compensation of certain personnel of our Manager who assist in the management of our affairs, excepting only those expenses that are specifically the responsibility of our Manager pursuant to our Management

Agreement. We bear all other costs and expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

•
organizational and offering expenses;
•
quarterly valuation expenses;
•
fees payable to third parties relating to, or associated with, making loans and valuing loans (including third-party valuation firms);
•
fees and expenses associated with investor relations and marketing efforts (including attendance at investment conferences and similar events);
•
accounting and loan servicing fees from our third party fund administrator;
•
audit and tax compliance fees and expenses from our independent registered public accounting firm;
•
federal and state registration fees;
•
any exchange listing fees;
•
federal, state and local taxes;
•
independent directors' fees and expenses;
•
brokerage commissions;
•
costs of proxy statements, stockholders' reports and notices; and
•
costs of preparing government filings, including periodic and current reports with the SEC.

Income Taxes

We are a Maryland corporation that elected to be taxed as a REIT under the Code, commencing with the taxable period ended December 31, 2021. We believe that we qualify as a REIT and that our method of operation will enable us to continue to qualify as a REIT. However, no assurances can be given that our beliefs or expectations will be fulfilled, since qualification as a REIT depends on us satisfying numerous asset, income and distribution tests, which depend, in part, on our operating results.

To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually to our stockholders at least 90% of our REIT taxable income prior to the deduction for dividends paid. To the extent that we distribute less than 100% of our REIT taxable income in any tax year (taking into account any distributions made in a subsequent tax year under Sections 857(b)(9) or 858 of the Code), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of 1) 85% of our ordinary income for the calendar year, 2) 95% of our capital gain net income for the calendar year, and 3) any undistributed shortfall from our prior calendar year (the "Required Distribution") to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then we are required to pay a non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. The 90% distribution requirement does not require the distribution of net capital gains. However, if we elect to retain any of our net capital gain for any tax year, we must notify our stockholders and pay tax at regular corporate rates on the retained net capital gain. Our stockholders must include their proportionate share of the retained net capital gain in their taxable income for the tax year, and they are deemed to have paid the REIT's tax on their proportionate share of the retained capital gain. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If it is determined that our estimated current year taxable income will be in excess of estimated dividend distributions (including capital gain dividend) for the current year from such income, we will accrue excise tax on estimated excess taxable income as such taxable income is earned. The annual expense is calculated in accordance with applicable tax regulations. Excise tax expense, if any, is included in the line item, income tax expense. For the nine months ended September 30, 2026 and 2025, we did not incur excise tax expense.

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 740 - Income Taxes ("ASC 740"), prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have analyzed our various federal and state filing positions and believe that our income tax filing positions and deductions are documented and supported as of September 30, 2026 and 2025. Based on our evaluation, there is no reserve for any uncertain income tax positions. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.

Portfolio Composition and Investment Activity

Portfolio Overview

As of September 30, 2026 our loan portfolio included 28 loans held for investment, with an aggregate of $427.6 million in principal outstanding. Our loans are generally classified as held for investment and carried at amortized cost on the consolidated balance sheets. Such loans are generally secured by real estate, equipment, licenses, intellectual property and other assets of the borrowers to the extent permitted by the applicable laws and the regulations governing such borrowers. The below table summarizes the total outstanding principal and carrying value, net of current expected credit loss reserves as of September 30, 2026 and December 31, 2025:

As of September 30, 2026

Outstanding Principal

Original Issue Discount

Carrying
Value

Weighted Average Remaining Life (Years) (1)

Loans held for investment

$

427,611,325

$

(4,011,636

)

$

423,599,689

2.1

Current expected credit loss reserve

-

-

(12,281,248

)

Total loans held at carrying value, net

$

427,611,325

$

(4,011,636

)

$

411,318,441

As of December 31, 2025

Outstanding Principal

Original Issue Discount

Carrying
Value

Weighted Average Remaining Life (Years) (1)

Loans held for investment

$

411,075,088

$

(2,119,521

)

$

408,955,567

2.2

Current expected credit loss reserve

-

-

(5,062,785

)

Total loans held at carrying value, net

$

411,075,088

$

(2,119,521

)

$

403,892,782

(1)
Weighted average remaining life is calculated based on the carrying value of the loans as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026 and December 31, 2025, our loan portfolio had a weighted-average yield-to-maturity internal rate of return ("YTM IRR") of 15.1% and 16.3%, respectively, and was substantially secured by real estate and, with respect to certain of our loans, substantially all assets of the borrowers and certain of their subsidiaries, including equipment, receivables, and licenses. YTM IRR is calculated using various inputs, including (i) cash and paid-in-kind ("PIK") interest, which is capitalized and added to the outstanding principal balance of the applicable loan, (ii) original issue discount ("OID"), (iii) amortization, (iv) unused fees, and (v) exit fees. Certain of our loans have extension or amendment fees, which are not included in our YTM IRR calculations, but may increase YTM IRR if such extension options are exercised by borrowers.

Our loans bear interest rates that are either fixed or determined periodically on the basis of Prime or SOFR plus a premium. Loans which bear interest on either Prime or SOFR are collectively referred to as "Floating-rate loans". The below table summarizes our portfolio of loans held for investment by rate type as of September 30, 2026 and December 31, 2025:

As of September 30, 2026

Total Principal

Original Issue Discount

Carrying Value

Percentage of loans held for investment

Fixed-rate loans

$

168,806,392

$

(444,696

)

$

168,361,696

39.5

%

Floating-rate loans

258,804,933

(3,566,940

)

255,237,993

60.5

%

Total

$

427,611,325

$

(4,011,636

)

$

423,599,689

100.0

%

As of December 31, 2025

Total Principal

Original Issue Discount

Carrying Value

Percentage of loans held for investment

Fixed-rate loans

$

154,680,286

$

(803,019

)

$

153,877,267

37.6

%

Floating-rate loans

256,394,802

(1,316,502

)

255,078,300

62.4

%

Total

$

411,075,088

$

(2,119,521

)

$

408,955,567

100.0

%

As of September 30, 2026, we held one loan at fair value with a principal balance of $41 million, which bears a floating rate. As of December 31, 2025, none of our loans were held at fair value.

Our floating-rate loans typically include a Prime or SOFR interest rate floor that is generally set at the prevailing Prime or SOFR rate, as applicable, on the date of origination. As of September 30, 2026 and December 31, 2025 none of our loans were subject to an interest rate ceiling. We typically include an interest rate floor with our floating rate loans in order to provide us with protection against decreases in interest rates. As of September 30, 2026 and December 31, 2025, 60.5% and 58.2% of our loans were subject to an interest rate floor. As of September 30, 2026 and December 31, 2025, our portfolio had the following interest rate floors:

As of September 30, 2026

As of December 31, 2025

Rate Floor

Outstanding
Principal

Weighted Average Cash Coupon

Percentage of Portfolio

Outstanding
Principal

Weighted Average Cash Coupon

Percentage of Portfolio

8.50%

$

-

0.0

%

0.0

%

$

44,642,571

13.3

%

10.9

%

8.00%

1,200,000

15.5

%

0.3

%

1,380,000

15.5

%

0.3

%

7.50%

58,597,127

13.9

%

13.7

%

62,121,045

14.1

%

15.1

%

7.00%

91,711,559

10.7

%

21.4

%

89,852,341

10.7

%

21.9

%

6.75%

14,933,188

10.4

%

3.5

%

-

0.0

%

0.0

%

6.25%

-

0.0

%

0.0

%

15,771,067

13.3

%

3.8

%

4.00%

54,237,511

10.9

%

12.7

%

20,427,778

12.5

%

5.0

%

3.72%

4,414,048

13.8

%

1.0

%

5,000,000

14.0

%

1.2

%

3.65%

4,000,000

11.0

%

0.9

%

-

0.0

%

0.0

%

3.50%

13,500,000

14.6

%

3.2

%

-

0.0

%

0.0

%

3.25%

16,211,500

10.0

%

3.8

%

-

0.0

%

0.0

%

0.00%

-

0.0

%

0.0

%

17,200,000

13.3

%

4.2

%

Fixed-rate

168,806,392

9.3

%

39.5

%

154,680,286

11.9

%

37.6

%

$

427,611,325

10.8

%

100.0

%

$

411,075,088

12.3

%

100.0

%

The following tables present changes in loans held for investment at carrying value as of and for the nine months ended September 30, 2026 and 2025:

Principal

Original
Issue
Discount

Current
Expected
Credit Loss
Reserve

Carrying
Value

Balance at December 31, 2025

$

411,075,088

$

(2,119,521

)

$

(5,062,785

)

$

403,892,782

Purchase of investments

87,303,423

(3,580,148

)

-

83,723,275

Principal repayment of loans

(76,557,919

)

-

-

(76,557,919

)

Accretion of original issue discount

-

1,688,033

-

1,688,033

Capitalized PIK Interest

6,021,655

-

-

6,021,655

Sale of loans

(230,922

)

-

-

(230,922

)

Increase in provision for current expected credit losses

-

-

(7,218,463

)

(7,218,463

)

Balance at September 30, 2026

$

427,611,325

$

(4,011,636

)

$

(12,281,248

)

$

411,318,441

Principal

Original
Issue
Discount

Current
Expected
Credit Loss
Reserve

Carrying
Value

Balance at December 31, 2024

$

404,721,554

$

(2,244,508

)

$

(4,346,869

)

$

398,130,177

Purchase of investments

60,370,807

(1,365,731

)

-

59,005,076

Principal repayment of loans

(69,516,982

)

-

-

(69,516,982

)

Accretion of original issue discount

-

1,712,969

-

1,712,969

Capitalized PIK Interest

4,373,113

-

-

4,373,113

Increase in provision for current expected credit losses

-

-

(644,119

)

(644,119

)

Balance at September 30, 2025

$

399,948,492

$

(1,897,270

)

$

(4,990,988

)

$

393,060,234

Portfolio Asset Quality

Our Manager uses an ongoing investment risk rating system to characterize and monitor our outstanding loans. The Manager's investment committee, with input from the portfolio management team, assesses the risk factors of each loan, and assigns a risk rating based on a variety of factors, including, without limitation, payment history, real estate collateral coverage, property type, geographic and local market dynamics, financial performance, enterprise value of the portfolio company, loan structure and exit strategy, and project sponsorship. This review is performed quarterly. Based on a 5-point scale, our loans are rated "1" through "5," from less risk to greater risk, which ratings are defined as follows:

Rating

Definition

Very low risk

Low risk

Moderate/average risk

High risk/potential for loss: a loan that has a risk of realizing a principal loss

Impaired/loss likely: a loan that has a high risk of realizing principal loss, has incurred principal loss or an impairment has been recorded

The risk ratings are primarily determined based on current and historical performance metrics specific to each portfolio company, as well as consideration of future economic conditions and each borrower's estimated ability to meet debt service requirements. The risk ratings shown in the following table as of September 30, 2026 and December 31, 2025 consider borrower specific credit history and performance and reflect a quarterly re-evaluation of overall current macroeconomic conditions affecting the Company's borrowers, specifically those designated as held for investment. The below table presents the categorization of our loan portfolio on the above rating scale, at carrying value as of September 30, 2026 and December 31, 2025:

As of September 30, 2026

As of December 31, 2025

Risk Rating

Carrying Value

Percentage of Portfolio

Carrying Value

Percentage of Portfolio

1

$

-

0.0

%

$

17,200,000

4.2

%

2

186,953,652

44.1

%

170,771,521

41.8

%

3

191,099,895

45.1

%

201,201,645

49.2

%

4

38,919,333

9.2

%

19,782,401

4.8

%

5

6,626,809

1.6

%

-

0.0

%

$

423,599,689

100.0

%

$

408,955,567

100.0

%

Recent Developments During the Third Quarter of 2026

Updates to Our Loan Portfolio during the Third Quarter of 2026

During the period from July 1, 2026 through September 30, 2026, we advanced approximately $22.5 million of principal, excluding capitalized PIK interest and fees, to new and existing borrowers under delayed draw and revolving loan facilities. Additionally, we received approximately $9.4 million of repayments, comprised of $3.8 million in scheduled amortization payments, $2.4 million in partial prepayments and $3.2 million from full repayments. A brief description of certain investment activities are described below:

In July 2026, the Company entered into Loan Agreements with Koach, pursuant to which the Company issued 4,306,754 shares of its common stock, par value $0.01 per share, at a price of $14.53 per share in exchange for 32 individual second lien promissory notes issued by Koach with an aggregate principal amount of approximately $62.5 million. See Note 10 for additional information.

In July 2026, the Company acquired a $4.0 million term loan (Loan #52). The loan bears interest at SOFR plus 7.35% and has a three year maturity.

In July 2026, Loan #34 was amended to extend the maturity date to March 31, 2027. No other terms of the loan were modified in connection with this amendment.

In August 2026, following the completion of a public sale of collateral under Article 9 of the Uniform Commercial Code, the Company extinguished the original Loan #2b. In satisfaction of the original loan, the Company received its pro rata share, approximately $4.1 million, of a new $19.8 million senior secured first lien term loan to HoldCo and its subsidiaries (the "New Term Loan"). The New

Term Loan bears interest at a fixed rate of 9.50%, with an option for the borrower to pay interest in kind, and matures on August 17, 2028. See Note 8 for additional information.

In September 2026, Loan #8 was amended to extend the maturity date to December 31, 2026. No other terms of the loan were modified in connection with this amendment.

In September 2026, one of the Koach Notes was repaid in full. The corresponding exit fee associated with the repayment was recorded directly as an increase to additional paid-in capital. See Note 10 for additional information.

In September 2026, the Company acquired a $13.5 million term loan (Loan #53). The loan bears interest at SOFR plus 10.88% and has a four year maturity.

In September 2026, the Company sold approximately $0.23 million of the principal of Loan #12. The Company received cash proceeds of approximately $0.46 million, equal to 2.0 times the principal balance sold. See Note 8 for additional information.

Proposed Merger with Chicago Atlantic BDC, Inc.

On June 17, 2026, we entered into an Agreement and Plan of Merger with LIEN pursuant to which the Company will elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and merge with and into LIEN, with LIEN as the surviving company and continuing to trade on NASDAQ under the symbol "LIEN." REFI stockholders will receive shares of LIEN common stock based on an Exchange Ratio determined by the relative adjusted net asset values per share of the Company and LIEN shortly before closing. The Merger, which is subject to stockholder approvals, regulatory approvals, effectiveness of a Form N-14 registration statement filed by LIEN on July 31, 2026, which contains a joint proxy statement/prospectus, and other customary conditions, is currently expected to close before the deadline of June 30, 2027. There can be no assurance that the Merger will be completed on the anticipated terms or timing, or at all. See Note 16 to the consolidated financial statements.

Subsequent Updates to Our Loan Portfolio during the Fourth Quarter of 2026

During the period from October 1, 2026 through November 10, 2026, we advanced approximately $3.2 million of principal to existing borrowers. Additionally, we received approximately $2.3 million of repayments, comprised of $2.1 million of scheduled amortization payments and $0.2 million of unscheduled principal payments.

Private Placement of Common Stock

On July 9, 2026, the Company entered into a Loan Agreement with Koach, pursuant to which the Company issued 4,306,754 shares of its common stock at a price of $14.53 per share in a private placement, in exchange for second-lien promissory notes issued by Koach with an aggregate principal amount of approximately $62.5 million. The shares issued represent approximately 16.8% of the Company's common stock outstanding immediately after giving effect to the issuance. The Koach Notes are secured by mortgages on 32 retail and related properties leased to cannabis operators, bear interest at an aggregate rate of 12.0% per annum (10.0% cash and 2.0% payable in kind), provide for an exit fee of up to 2.5x the commitment amount of each Note, and have a weighted average remaining life of approximately 11.8 years. The shares issued in connection with the transaction will be reflected in the inputs used to determine the Exchange Ratio for the Merger. See Notes 2, 8 and 10 to the consolidated financial statements.

Because the Koach Notes were received in exchange for our common stock, GAAP requires that they be presented as a deduction from stockholders' equity rather than as loans held for investment, and that the interest and fees we earn on them be recorded directly in stockholders' equity rather than as interest income. As a result, the Koach Notes are not included in our loan portfolio, total assets or CECL reserve, the related income is not included in net income, net income per share or Distributable Earnings as previously defined, and the 4,306,754 shares issued to Koach reduce our GAAP book value per share. During the period from July 9, 2026 through September 30, 2026, we received approximately $2.3 million of cash interest and exit fees on the Koach Notes, which was credited to notes receivable from stockholders and is presented within financing activities in our consolidated statement of cash flows, and approximately $288 thousand of paid-in-kind interest was added to the principal balance of the Koach Notes.

To assist investors in evaluating the economic effect of the transaction, we have (i) modified our definition of Distributable Earnings to include the income earned on the Koach Notes, which is included in our REIT taxable income, and (ii) presented a reconciliation of GAAP book value per share to adjusted book value per share on an as-paid basis. See "-Non-GAAP Measures and Key Financial Measures and Indicators" below.

Dividends Declared Per Share

During the three months ended September 30, 2026, we declared an ordinary cash dividend of $0.47 per share of our common stock, relating to the third quarter of 2026, which was paid on October 15, 2026 to stockholders of record as of the close of business on September 30, 2026. The total amount of the cash dividend payment was approximately $12.0 million.

The payment of this dividend is not indicative of our ability to pay such dividends in the future.

During the three months and nine months ended September 30, 2026, the Company paid approximately $0 and $1.0 million of accrued dividends, respectively relating to restricted stock awards which vested to common shares during the period.

Factors Impacting our Operating Results

The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the market value of our assets and the supply of, and demand for, commercial real estate debt and other financial assets in the marketplace. Our net interest income, which includes the accretion and amortization of OID, is recognized based on the contractual rate and the outstanding principal balance of the loans we originate. Interest rates will vary according to the type of loan, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, some of which cannot be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers.

Market Conditions

We provide loans to established companies operating in the cannabis industry which involves significant risks, including the risk of strict enforcement against our borrowers of the federal illegality of cannabis, our borrowers' inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and we could lose all or part of any of our loans.

We believe that favorable market conditions, including an imbalance in supply and demand of credit to cannabis operating companies, have provided attractive opportunities for non-bank lenders, such as us, to finance commercial real estate loans and other loans that exhibit strong fundamentals but also require more customized financing structures and loan products than regulated financial institutions can presently provide. Additionally, to the extent that additional states legalize cannabis, our addressable market will increase. While we intend to continue capitalizing on these opportunities and growing the size of our portfolio, we are aware that the competition for the capital we provide is increasing.

Our ability to grow or maintain our business depends on state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow and could materially adversely affect our business.

Management's plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, we may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case we would look to sell the loan, which could result in us realizing a loss on the transaction.

While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain loans, particularly those not fully collateralized by real estate. In order to mitigate that risk, our loans are generally collateralized by other assets, such as equipment, receivables, licenses or other assets of the borrowers to the extent permitted by applicable laws and regulations. In addition, we seek to impose strict loan covenants and seek personal or corporate guarantees for additional protection. As of September 30, 2026, 39.6% of our portfolio is fully secured by real estate, and 6.7% has no real estate collateral. Our portfolio on average had real estate collateral coverage of 0.9x as of September 30, 2026. Our loans are generally secured by equity pledges of the borrower and all asset liens and our portfolio had a weighted average loan to enterprise value ratio of 45.5%. As of September 30, 2025, 66.0% of our portfolio was fully secured by real estate and 5.6% had no real estate collateral. Our portfolio on average had real estate collateral coverage of 1.2x as of September 30, 2025, and a weighted average loan to enterprise value ratio of 43.5%.

Federal Action on Medical Cannabis Rescheduling

On April 23, 2026, the U.S. Department of Justice ("DOJ"), acting through the Drug Enforcement Administration ("DEA"), issued an order to reclassify certain cannabis products under the CSA from Schedule I to Schedule III. The order applies to (i) cannabis-derived

products approved by the U.S. Food and Drug Administration and (ii) cannabis produced and distributed in compliance with state-licensed medical cannabis programs, subject to applicable federal enforcement parameters. The order does not extend to cannabis produced or distributed outside such frameworks, including products intended for adult-use markets, which remain classified as Schedule I controlled substances under current federal law.

The April 2026 order represents a significant shift in federal policy and is expected to be followed by additional administrative proceedings addressing the rescheduling of adult use cannabis. The DEA commenced an administrative hearing on June 29, 2026 to consider whether marijuana generally, including cannabis intended for adult-use markets, should be transferred from Schedule I to Schedule III, and further rulemaking, interpretive guidance, or enforcement policy statements may be issued thereafter. The evidentiary phase of that hearing concluded on July 15, 2026, and the participants, including the DEA, filed post-hearing briefs on August 17, 2026. On September 29, 2026, the presiding administrative law judge stayed the proceeding following a motion by certain participants seeking to supplement the record with a report issued by the U.S. Government Accountability Office concerning federal drug scheduling procedures. On October 22, 2026, the administrative law judge declined to reopen the hearing record for additional testimony or discovery, admitted the report into the administrative record, and authorized supplemental briefing, with initial briefs due October 29, 2026 and reply briefs due November 5, 2026. Supplemental briefing concluded on November 5, 2026, and the administrative law judge is expected to issue a recommended decision to the Administrator of the DEA, who retains authority over any final determination. No statutory deadline governs the issuance of the recommended decision or any subsequent determination by the Administrator. As a result, the scope, implementation, and practical effects of the adult use rescheduling action remain subject to ongoing administrative review and uncertainty.

The rescheduling of qualifying medical cannabis activities may affect the financial and operating profile of the borrowers within our portfolio. In particular, to the extent such activities are no longer subject to the limitations of Section 280E of the Code, affected operators may experience improved after-tax cash flows and liquidity. However, many of our borrowers operate integrated businesses that include both medical and adult-use cannabis activities, and it is unclear how the rescheduling will be applied in practice to such operations. Accordingly, any potential benefit from changes to Section 280E may be partial, delayed, or subject to further regulatory clarification.

In addition, the differentiated federal treatment of medical and adult-use cannabis may introduce operational and compliance complexities for our borrowers. These may include the need to segment operations, maintain separate reporting and controls, and adapt to evolving federal and state regulatory expectations. The extent to which federal agencies will enforce distinctions between qualifying medical cannabis activities and non-qualifying activities remains uncertain and may vary over time.

The April 2026 action may also influence the availability of capital to the cannabis industry. To the extent rescheduling reduces perceived regulatory risk for certain market participants, it may facilitate increased participation by financial institutions and other capital providers, particularly with respect to operators focused on medical cannabis. Increased competition could result in compression of lending spreads, changes in transaction structures, and reduced origination opportunities for our platform. At the same time, continued federal prohibition of adult-use cannabis may limit the extent of such effects across the broader industry.

As of the date of this Quarterly Report, no final regulatory framework has been established with respect to cannabis rescheduling beyond the April 2026 order, and no formal action has been taken to reclassify or de-schedule adult-use cannabis. While federal authorities have initiated additional administrative proceedings, including the June 2026 DEA hearing, in which no recommended decision has been issued, the outcome, timing, and scope of any further actions remain uncertain.

Results of Operations

Comparison of the three months ended September 30, 2026 and 2025

For the three months ended September 30,

Variance

2026

2025

Amount

%

Revenues

Interest income

$

15,458,739

$

15,250,866

$

207,873

1

%

Interest expense

(2,988,906

)

(1,565,592

)

(1,423,314

)

91

%

Net interest income

12,469,833

13,685,274

(1,215,441

)

-9

%

Expenses

Management and incentive fees, net

1,549,623

1,435,071

114,552

8

%

General and administrative expense

1,578,189

1,298,910

279,279

22

%

Professional fees

639,784

530,880

108,904

21

%

Stock based compensation

693,902

928,654

(234,752

)

-25

%

Provision for current expected credit losses

2,768,611

557,220

2,211,391

397

%

Total expenses

7,230,109

4,750,735

2,479,374

52

%

Change in unrealized gain on investment

18,964

-

18,964

100

%

Realized gain on investment

232,037

-

232,037

100

%

Gain on foreclosure, net

943,298

-

943,298

100

%

Net Income before income taxes

6,434,023

8,934,539

(2,500,516

)

-28

%

Income tax expense

-

-

-

-

Net Income

$

6,434,023

$

8,934,539

$

(2,500,516

)

-28

%

•
Interest income increased by approximately $0.2 million during the quarter ended September 30, 2026, compared to the quarter ended September 30, 2025. The increase was driven primarily by an increase in the total loan portfolio of $25.5 million period over period, which generated an additional $0.7 million of interest income. Further, the Company generated $1.3 million of additional PIK income during the third quarter of 2026 compared to 2025. These increases were offset by a decrease of $1.3 million in exit/success fees associated with the repayments and amendments of certain loans during the respective periods. During the third quarter of 2026, the Company recognized $0.2 million associated with amendments of its existing loans during the period. In the third quarter of 2025, the Company recognized $1.4 million related to amendments of its existing loans and $0.1 million of success fees on one of its loans. Further, interest income from acceleration of original issue discounts and other upfront fees generated approximately $0.4 million and $0.9 million of gross interest income during the three months ended September 30, 2026 and 2025, respectively. Finally, the weighted average YTM IRR on our portfolio decreased from 16.5% at September 30, 2025 to 15.1% at September 30, 2026, as a result of certain re-pricing amendments relating to de-risking of our portfolio and the impact of the 25 basis point prime rate decline on our floating rate portfolio during the comparative periods.
•
Interest expense increased by $1.4 million over the comparative period. The increase is driven primarily by an increase in the weighted average outstanding balance on the Revolving Loan, which was approximately $95.5 million and $14.0 million, as of September 30, 2026 and 2025, respectively.
•
Management and incentive fees payable to our Manager slightly increased over the comparative period. Management fees were approximately $1.2 million for the three months ended September 30, 2026 and 2025. The origination fee offsets in the three months ended September 30, 2026 were $236 thousand, compared to approximately $83 thousand for the three months ended September 30, 2025. Incentive fees were approximately $0.6 million for the three months ended September 30, 2026, compared to $0.3 million for the three months ended September 30, 2025.
•
General and administrative expenses and professional fees increased by approximately $388 thousand for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily due to an increase in overhead reimbursements for costs incurred by the Manager on behalf of the Company, which were approximately $1.3 million for the three months ended September 30, 2026, compared to approximately $1.2 million for the three months ended September 30, 2025. Further, there was an increase in insurance and valuation expenses of $180 thousand over the comparative periods.
•
Stock based compensation expense decreased slightly by approximately $0.2 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The decrease over the comparative period is driven by lower grant-date fair value on 2026 awards and by the vesting of higher-value awards from prior years.
•
During the current period, the Company sold a portion of one loan and recognized a net gain on the foreclosure of another, for a combined gain of approximately $1.2 million. During the prior period, there were no sales of investments or any foreclosures. See Note 8 for additional information.
•
The quarterly increase in the CECL reserve results from a combination of changes in portfolio composition driven by new originations and repayments, as well as portfolio company specific events and credit quality changes that impacted expected loss estimates. The key drivers of the change in the CECL reserve during the comparative period are outlined below:
o
During the three months ended September 30, 2026, the Company recorded reserves on new originations of approximately $0.1 million. We had no full repayments during the three months ended September 30, 2026.
o
The CECL reserve relating to loans with a risk rating of "2" and "3" was $5.8 million or 1.5% of outstanding principal of such loans, as of September 30, 2026 and $4.6 million or 1.2% of outstanding principal of such loans, as of June 30, 2026. Management notes that loans risk rated "2" and "3" are generally deemed to be performing loans and generally carry similar CECL reserves.
o
The CECL reserve for loans included in risk rating "4" was $5.2 million or 13.5% of outstanding principal of such loans, as of September 30, 2026 and $3.0 million or 7.4% of outstanding principal of such loans, as of September 30, 2025. Loans that are risk rated "4" are high risk for potential loss and require regular monitoring.
o
Loans remaining on non-accrual for the three months ended September 30, 2026, specifically Loan #4 and Loan #34, the CECL reserve increased $0.1 million compared to June 30, 2026. When the loans were placed on non-accrual
status in December 2025, an aggregate of $0.9 million of accrued interest receivable was reversed. The non-performing nature of these loans as of September 30, 2026 is a key input to the Company's CECL analysis.
o
Loan #36 CECL reserve increased $1.6 million during the three months ended September 30, 2026. LTV increased to 126.1% as of September 30, 2026 from 107.2% as of June 30, 2026, primarily due to a decrease in the borrower's enterprise value during the three months ended September 30, 2026. Management kept Loan #36 on accrual status as of September 30, 2026.

Comparison of the nine months ended September 30, 2026 and 2025

For the nine months ended September 30,

Variance

2026

2025

Amount

%

Revenues

Interest income

$

45,842,450

$

46,860,217

$

(1,017,767

)

-2

%

Interest expense

(7,413,885

)

(5,708,022

)

(1,705,863

)

30

%

Net interest income

38,428,565

41,152,195

(2,723,630

)

-7

%

Expenses

Management and incentive fees, net

4,873,446

5,103,561

(230,115

)

-5

%

General and administrative expense

4,258,697

3,766,140

492,557

13

%

Professional fees

1,638,417

1,503,939

134,478

9

%

Stock based compensation

2,516,834

2,459,094

57,740

2

%

Provision for current expected credit losses

7,157,756

631,233

6,526,523

1034

%

Total expenses

20,445,150

13,463,967

6,981,183

52

%

Change in unrealized (loss)/gain on investment

(411,036

)

165,000

(576,036

)

NM

Realized gain on investment

232,037

-

232,037

100

%

Gain on foreclosure, net

943,298

-

943,298

100

%

Net Income before income taxes

18,747,714

27,853,228

(9,105,514

)

-33

%

Income tax expense

-

-

-

-

Net Income

$

18,747,714

$

27,853,228

$

(9,105,514

)

-33

%

•
Interest income decreased by approximately $1.0 million during the period ended September 30, 2026, compared to the period ended September 30, 2025. The decrease was driven primarily by a decrease of $1.4 million in exit/success fees associated with the repayments and amendments of certain loans during the respective periods. Interest income from acceleration of original issue discounts and other upfront fees generated approximately $1.4 million and $1.5 million of gross interest income during the nine months ended September 30, 2026 and 2025, respectively. Additionally, the weighted average YTM IRR on our portfolio decreased from 16.5% at September 30, 2025 to 15.1% at September 30, 2026, as a result of certain re-pricing amendments relating to de-risking of our portfolio and the impact of the 25 basis point prime rate decline on our floating rate portfolio during the comparative periods, resulting in a $1.4 million decrease in cash interest income, offset by an additional $1.9 million in PIK interest income.
•
Interest expense increased over the comparative period. The increase is driven primarily by an increase in the weighted average outstanding balance on the Revolving Loan, which was approximately $95.5 million and $14.0 million, as of September 30, 2026 and 2025, respectively.
•
Management and incentive fees payable to our Manager slightly decreased over the comparative period. Management fees were approximately $3.6 million for the nine months ended September 30, 2026 compared to $3.7 million in 2025. The origination fee offsets in the nine months ended September 30, 2026 were $343 thousand, compared to approximately $219 thousand for the nine months ended September 30, 2025. Incentive fees were approximately $1.6 million for the nine months ended September 30, 2026, compared to $1.7 million for the nine months ended September 30, 2025.
•
General and administrative expenses and professional fees increased by approximately $0.6 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily due to an increase in overhead reimbursements for costs incurred by the Manager on behalf of the Company, which were approximately $3.7 million for the nine months ended September 30, 2026 compared to $3.5 million during the nine months ended September 30, 2025. Further, there was an increase in insurance expenses, fund administration fees, and valuation expenses of $244 thousand, partially offset by net decreases in other professional fee expenses.
•
Stock based compensation expense increased slightly by approximately $0.1 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase over the comparative period is driven by the incremental expense recognized on the 229,764 restricted stock awards granted during 2026, which had not been granted as of September 30, 2025.
•
During the current period, the Company sold a portion of one loan and recognized a net gain on the foreclosure of another, for a combined gain of approximately $1.2 million. During the prior period, there were no sales of investments or any foreclosures. See Note 8 for additional information.
•
The year over year increase in the CECL reserve results from a combination of changes in portfolio composition driven by new originations and repayments, as well as portfolio company specific events and credit quality changes that impacted expected loss estimates. The key drivers of the change in the CECL reserve during the comparative period are outlined below:
o
During the nine months ended September 30, 2026, the Company recorded reserves on new originations of approximately $3.0 million, which were offset by $1.1 million of reserves which existed at September 30, 2025 and were reversed as a result of full loan repayments. The net effect of new originations and full repayments on the CECL reserve was approximately a $1.9 million increase.
o
The CECL reserve relating to loans with a risk rating of "2" and "3" was $5.8 million or 1.5% of outstanding principal of such loans, as of September 30, 2026 and $2.0 million or 0.6% of outstanding principal of such loans, as of September 30, 2025. Management notes that loans risk rated "2" and "3" are generally deemed to be performing loans and generally carry similar CECL reserves.
o
The CECL reserve for loans included in risk rating "4" was $5.2 million or 13.5% of outstanding principal of such loans, as of September 30, 2026 and $3.0 million or 7.4% of outstanding principal of such loans, as of September 30, 2025. Loans that are risk rated "4" are high risk for potential loss and require regular monitoring.
o
Loans remaining on non-accrual for the nine months ended September 30, 2026, specifically Loan #4 and Loan #34, resulted in a $1.2 million increase to the CECL reserve compared to September 30, 2025. When the loans were placed on non-accrual status in December 2025, an aggregate of $0.9 million of accrued interest receivable was reversed. The non-performing nature of these loans as of September 30, 2026 is a key input to the Company's CECL analysis.
o
Loan #36 CECL reserve increased $3.2 million during the nine months ended September 30, 2026. LTV increased to 126.1% as of September 30, 2026 from 65.3% as of December 31, 2025. The Company collected all past due interest in early April 2026 and Management kept Loan #36 on accrual status as of September 30, 2026.

Non-GAAP Measures and Key Financial Measures and Indicators

As a commercial mortgage real estate investment trust, we believe the key financial measures and indicators for our business are Distributable Earnings, Adjusted Distributable Earnings, book value per share, adjusted book value per share (as-paid basis), and dividends declared per share.

Distributable Earnings and Adjusted Distributable Earnings

In addition to using certain financial metrics prepared in accordance with GAAP to evaluate our performance, we also use Distributable Earnings and Adjusted Distributable Earnings to evaluate our performance. Each of Distributable Earnings and Adjusted Distributable Earnings is a measure that is not prepared 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; 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, and including (vi) beginning with the three months ended September 30, 2026, interest income (including paid-in-kind interest), exit fees, and other amounts earned under the Koach Notes that, under GAAP, are recorded directly in stockholders' equity rather than in net income, as described below. We define Adjusted Distributable Earnings, for a specified period, as Distributable Earnings excluding certain non-recurring organizational expenses (such as one-time expenses related to our formation and start-up).

We believe providing Distributable Earnings and Adjusted 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.

Inclusion of income on the Koach Notes; Beginning with the three months ended September 30, 2026, Distributable Earnings includes the interest income (including paid-in-kind interest), exit fees and other amounts earned under the Koach Notes. As described in Notes 2 and 10 to our consolidated financial statements, because the Koach Notes were received as consideration for the issuance of our common stock, GAAP requires that they be presented as a deduction from stockholders' equity and that the income earned on them be recorded directly in stockholders' equity rather than in net income within the consolidated financial statements. For U.S. federal income tax purposes, however, the Koach Notes are real estate assets held by us and the income earned on them is included in our REIT taxable income, which we are required to distribute to maintain our REIT qualification. Because the shares issued to Koach are included in our weighted average shares outstanding and participate in our dividends, we believe that excluding the corresponding income would cause Distributable Earnings to understate the earnings available for distribution and would impair its usefulness as an indicator of our REIT taxable income and dividends. The adjustment is limited to amounts contractually earned under the Koach Notes during the period, is separately presented in the reconciliation below, and was approved by a majority of our independent directors. The amount of the adjustment is the same for the three and nine months ended September 30, 2026 because the Koach Notes were received on July 9, 2026; no comparable amounts existed in prior periods, and accordingly prior period amounts have not been recast.

Distributable Earnings and Adjusted Distributable Earnings should not be considered as substitutes for GAAP net income. We caution readers that our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to similar measures presented by other REITs.

The following table provides a reconciliation of GAAP net income to Distributable Earnings and Adjusted Distributable Earnings:

Three months ended

Nine months ended

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Net Income

$

6,434,023

$

8,934,539

$

18,747,714

$

27,853,228

Adjustments to net income

Stock based compensation

693,902

928,654

2,516,834

2,459,094

Amortization of debt issuance costs

85,247

101,729

252,662

322,186

Provision for current expected credit losses

2,768,611

557,220

7,157,756

631,233

Other adjustments (1)

2,601,276

-

2,601,276

-

Change in unrealized (loss)/gain on investment

(18,964

)

-

411,036

(165,000

)

Distributable Earnings

$

12,564,095

$

10,522,142

$

31,687,278

$

31,100,741

Basic weighted average shares of common stock outstanding (in shares)

25,246,865

21,074,771

22,538,494

20,979,467

Basic Distributable Earnings per Weighted Average Share

$

0.50

$

0.50

$

1.41

$

1.48

Diluted weighted average shares of common stock outstanding (in shares)

25,646,135

21,485,776

22,963,290

21,413,422

Diluted Distributable Earnings per Weighted Average Share

$

0.49

$

0.49

$

1.38

$

1.45

(1) Represents interest income (including paid-in-kind interest of $0.3 million), exit fees and other amounts earned under the Koach Notes for the period from July 9, 2026 through September 30, 2026 that, under GAAP, are recorded directly in stockholders' equity rather than in net income. See Notes 2 and 10 to our consolidated financial statements. Basic and diluted weighted average shares outstanding include the 4,306,754 shares issued to Koach from July 9, 2026.

Book Value Per Share

The book value per share of our common stock as of September 30, 2026 and December 31, 2025 computed in accordance with GAAP as stockholders' equity divided by shares of common stock outstanding, was approximately $11.81 and $14.60, respectively.

GAAP book value per share as of September 30, 2026 reflects the 4,306,754 shares of common stock issued to Koach on July 9, 2026 in the denominator, but, as described in Notes 2 and 10 to our consolidated financial statements, excludes the Koach Notes received in exchange for those shares from total stockholders' equity, because GAAP requires notes received in exchange for an entity's own stock to be presented as a deduction from stockholders' equity until collected in cash.

Adjusted Book Value per Share (As-Paid Basis)

In addition to GAAP book value per share, we present adjusted book value per share on an "as-paid" basis, which is a non-GAAP financial measure. We define adjusted book value (as-paid basis) as total stockholders' equity computed in accordance with GAAP, plus the outstanding principal balance of the Koach Notes (including capitalized paid-in-kind interest and net of any principal repayments) and accrued and unpaid interest thereon that have been deducted from, or not yet recognized in, stockholders' equity under GAAP. Adjusted book value per share (as-paid basis) is adjusted book value divided by the number of shares of common stock outstanding at period end, which is the same denominator used for GAAP book value per share. The measure presents our book value as if the Koach Notes had been repaid in full in cash as of the balance sheet date and does not reflect any estimate of the fair value or collectability of the Koach Notes, the exit fees that may become payable under them, or the fair value of our other assets and liabilities.

We believe adjusted book value per share (as-paid basis) is useful to investors because it reflects the capital contributed to us in the Koach transaction on the same basis as the shares issued, it is consistent with the manner in which the Koach Notes are treated for purposes of the Exchange Ratio under the Merger Agreement (which treats the Koach Notes as assets of the Company) and for purposes of our REIT asset tests, and it allows investors to compare our book value per share with that of prior periods and of other commercial mortgage REITs whose loans are recognized as assets. Management uses the measure in evaluating our capital position and the per-share effect of the Koach transaction. Adjusted book value per share (as-paid basis) should not be considered a substitute for GAAP book value per share, and our definition may not be comparable to similarly titled measures reported by other companies. The following table reconciles GAAP total stockholders' equity and book value per share to adjusted book value and adjusted book value per share (as-paid basis):

September 30, 2026

December 31, 2025

Total stockholders' equity

$

302,652,028

$

307,814,476

Common stock issued and outstanding

25,621,819

21,080,272

Book value per share

$

11.81

$

14.60

September 30, 2026

December 31, 2025

Total stockholders' equity

$

302,652,028

$

307,814,476

Adjustments to total stockholders' equity:

Koach Notes - Notes receivable from stockholder

59,089,463

-

Adjusted total stockholders' equity (as-paid basis)

$

361,741,491

$

307,814,476

Common stock issued and outstanding

25,621,819

21,080,272

Adjusted book value per share (as-paid basis)

$

14.12

$

14.60

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund our loan commitments, make distributions to our stockholders, and meet other general business needs. Our liquidity position is currently shaped by three factors: (i) the suspension of sales under our ATM program, (ii) restrictions on the issuance of equity securities under the Merger Agreement, and (iii) our obligation to distribute substantially all of our REIT taxable income. As a result, until the Merger is completed or the Merger Agreement is terminated, we expect to meet our liquidity needs primarily from cash on hand, borrowings under our Revolving Loan, and proceeds from principal repayments on our loan portfolio.

As of September 30, 2026, we had approximately $8.3 million of unrestricted cash and $23.1 million of available borrowing capacity under our Revolving Loan, for total immediately available liquidity of approximately $31.4 million.

Sources of liquidity. Our primary sources of liquidity over the next twelve months are expected to be (i) available borrowing capacity under our Revolving Loan and (ii) proceeds from principal repayments on our loans held for investment, including scheduled amortization, prepayments, and repayments at maturity. Availability under the Revolving Loan is subject to a borrowing base determined by eligible loans and compliance with financial covenants, and amounts available to us may decline if eligible collateral is repaid or becomes ineligible. The timing and amount of principal repayments depend on the performance of our borrowers and their ability to refinance, and may differ from contractual terms.

Cash from operations. Cash generated from our operations consists primarily of interest collected on our loan portfolio, net of interest expense, management and incentive fees, and general and administrative expenses.

Debt service. Over the next twelve months, we expect to pay approximately $4.5 million of interest on our $50.0 million of Unsecured Notes, which bear interest at a fixed rate of 9.0% per annum. Interest on the Revolving Loan accrues at a variable rate based on the prime rate plus an applicable margin, subject to a floor, and the amount of interest we pay will vary with our outstanding borrowings and changes in the prime rate.

Dividends. To maintain our qualification as a REIT, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We intend to distribute between 90% and 100% of our REIT taxable income to our stockholders. On October 15, 2026, we paid a regular quarterly dividend of $0.47 per share, equal to an annualized rate of $1.88 per common share. We expect to distribute all of our net income, adjusted for the items that reconcile net income to Distributable Earnings, to our stockholders as dividends.

We believe that our cash on hand, available borrowing capacity under our Revolving Loan, and proceeds from principal repayments on our loan portfolio will be sufficient to fund our debt service, distributions, and other operating requirements for at least the next twelve months from the date of this filing.

Capital Markets

We may seek to raise further equity capital and issue debt securities in order to fund our future investments in loans. Our prior Shelf Registration Statement on Form S-3 became effective on January 19, 2023 (the "Previous Registration Statement") and expired on January 19, 2026. On January 16, 2026 we filed a replacement Shelf Registration Statement on Form S-3 (the "New Registration Statement"), to replace the Previous Registration Statement. We were permitted to continue to offer and sell securities under the Previous Registration Statement for a period of up to 180 days following its expiration or until the New Registration Statement was declared effective, whichever occurred first. That 180-day period expired on July 18, 2026, and as of the date of this Quarterly Report on Form 10-Q, the New Registration Statement has not been declared effective by the SEC. Accordingly, we do not currently have an effective shelf registration statement, and we are not currently able to conduct primary offerings of our securities under a shelf registration statement, including offerings under our ATM Program (as defined below). Once the New Registration Statement is declared effective, it will allow us to sell, from time to time in one or more offerings, up to $500 million of our securities, including common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of our common stock, preferred stock, or debt securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. We may also access liquidity through our ATM Program, which was established in June 2023 and amended in March 2025, pursuant to which we may sell, from time to time, up to $100.0 million of our common stock. Sales under the ATM Program are conducted pursuant to prospectus supplements filed under our shelf registration statement. Because the Previous Registration Statement has expired and the New Registration Statement has not been declared effective, sales under the ATM Program are currently suspended. Once the New Registration Statement is declared effective and a prospectus supplement is filed thereunder, we expect to be able to resume sales under the ATM Program, subject to the restrictions on equity issuances contained in the Merger Agreement.

Under the Merger Agreement, the Company has agreed that, subject to specified exceptions and absent LIEN's prior written consent, it will not issue or sell shares of its capital stock or other equity securities, or securities convertible into or exercisable for such securities, pending completion of the merger. Accordingly, even if the New Registration Statement becomes effective, the Company will remain subject to these restrictions unless an applicable exception applies or LIEN provides its prior written consent.

During the nine months ended September 30, 2025, the Company sold an aggregate of 64,557 shares of the Company's common stock under the Sales Agreements relating to our ATM Program at a weighted average price of $16.01 per share, generating net proceeds of approximately $1.0 million.

During the nine months ended September 30, 2026, the Company sold 0 shares of the Company's common stock under the Sales Agreements.

Credit Facility

As of September 30, 2026, the Company had $23.1 million available and $94.4 million outstanding under the Revolving Loan (Note 7 of Part 1, Item 1 - Financial Information).

Notes Payable

As of September 30, 2026, no principal on the Unsecured Notes is due within the next 12 months, and the full $50.0 million principal balance is due upon the scheduled maturity in October 2028. Interest of approximately $4.5 million per year (9.00% on $50.0 million) is payable over the term of the notes.

Cash Flows

The following table sets forth changes in cash and cash equivalents for the nine months ended September 30, 2026 and 2025, respectively:

For the nine months ended September 30,

2026

2025

Net income

$

18,747,714

$

27,853,228

Adjustments to reconcile net income to net cash used in operating activities and
changes in operating assets and liabilities

551,850

(5,579,543

)

Net cash provided by operating activities

19,299,564

22,273,685

Net cash (used in)/provided by investing activities

(46,423,135

)

16,011,906

Net cash provided by/(used in) financing activities

20,442,012

(35,765,502

)

Change in cash and cash equivalents

(6,681,559

)

2,520,089

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2026 and 2025, we reported "Net cash provided by operating activities" of approximately $19.3 million and $22.3 million, respectively. Net cash provided by operating activities decreased approximately $3.0 million, primarily attributable to an increase in other receivables and assets of $1.5 million, a decrease in related party net payable of approximately $4.8 million related to timely collections of interest income, an increase in paid-in-kind interest of $1.6 million, cumulative gains of $1.2 million in 2026 compared to none in the prior period, and a decrease in net income over the comparable period of approximately $9.1 million. These decreases were offset by an increase in the interest reserve for applied interest payments of approximately $3.9 million, a decrease in interest receivable of $2.4 million consisting of certain 'past due' amounts, an increase in interest payable of approximately $1.4 million, an increase in stock based compensation of approximately $0.1 million, a $0.4 million unrealized loss on investments, compared to a $0.2 million gain over the comparable period, and an increase in accounts payable of $0.6 million period over period.

Net Cash (Used in)/Provided by Investing Activities

For the nine months ended September 30, 2026 and 2025, we reported "Net cash (used in)/provided by investing activities" of approximately $(46.4) million and $16.0 million, respectively.

For the nine months ended September 30, 2026 cash outflows primarily related to $83.7 million used for the origination and funding of loans held for investment and $40.7 million used for the origination and funding of loans held at fair value, partially offset by $77.5 million of cash received from the principal repayment of loans held for investment.

For the nine months ended September 30, 2025, cash outflows primarily related to $59.0 million used for the origination and funding of loans held for investment, partially offset by $69.5 million of cash received from the principal repayment of loans held for investment and $5.5 million of cash received from the principal repayment of loans held at fair value.

Net Cash Provided by/(Used in) Financing Activities

For the nine months ended September 30, 2026 and 2025, we reported "Net cash provided by/(used in) financing activities" of approximately $20.4 million and ($35.8) million, respectively.

For the nine months ended September 30, 2026, we reported cash inflows of approximately $45.3 million in net draws on our Revolving Loan and collections of interest and principal on notes receivable from stockholders of $6.1 million. These amounts were offset by approximately $30.8 million in dividends paid.

For the nine months ended September 30, 2025, we reported cash inflows of approximately $1.0 million related to proceeds received from sales of our common stock through the registered at-the-market offering and approximately $2.6 million in net repayments on our Revolving Loan, which were offset by $33.9 million in dividends paid.

Leverage Policies

Although we are not required to maintain any particular leverage ratio, we expect to employ prudent amounts of leverage and, when appropriate, to use debt as a means of providing additional funds for the acquisition of loans, to refinance existing debt or for general corporate purposes. Leverage is primarily used to provide capital for forward commitments until additional equity is raised or additional medium- to long-term financing is arranged. This policy is subject to change by management and our Board.

Dividends

We have elected to be taxed as a REIT for United States federal income tax purposes and, as such, anticipate annually distributing to our stockholders at least 90% of our REIT taxable income, prior to the deduction for dividends paid and our net capital gain. If we distribute less than 100% of our REIT taxable income in any tax year (taking into account any distributions made in a subsequent tax year under Sections 857(b)(9) or 858 of the Code), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of (i) 85% of our ordinary income for the calendar year, (ii) 95% of our capital gain net income for the calendar year and (iii) any Required Distribution to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then we are required to pay non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. Any of these taxes would decrease cash available for distribution to our stockholders. The 90% distribution requirement does not require the distribution of net capital gains. However, if we elect to retain any of our net capital gain for any tax year, we must notify our stockholders and pay tax at regular corporate rates on the retained net capital gain. The stockholders must include their proportionate share of the retained net capital gain in their taxable income for the tax year, and they are deemed to have paid the REIT's tax on their proportionate share of the retained capital gain. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If we determine that our estimated current year taxable income (including net capital gain) will be in excess of estimated dividend distributions (including capital gains dividends) for the current year from such income, we accrue excise tax on a portion of the estimated excess taxable income as such taxable income is earned.

To the extent that our cash available for distribution is less than the amount required to be distributed under the REIT provisions of the Code, we may be required to fund distributions from working capital or through equity, equity-related or debt financings or, in certain circumstances, asset sales, as to which our ability to consummate transactions in a timely manner on favorable terms, or at all, cannot be assured, or we may make a portion of the Required Distribution in the form of a taxable stock distribution or distribution of debt securities.

The interest (including paid-in-kind interest) and fees earned under the Koach Notes are included in our REIT taxable income even though they are recorded directly in stockholders' equity rather than in net income under GAAP. Accordingly, our REIT taxable income for 2026 is expected to exceed our GAAP net income, and our Board considers this income, together with Distributable Earnings as described above, in determining the amount of our dividends and the distributions required to maintain our REIT qualification.

The following table summarizes the Company's dividends declared during the nine months ended September 30, 2026 and 2025, respectively.

Record
Date

Payment
Date

Common
Share
Distribution
Amount

Taxable
Ordinary
Income

Return of
Capital

Section 199A
Dividends

Regular cash dividend

3/31/2026

4/15/2026

$

0.47

$

0.47

$

-

$

0.47

Regular cash dividend

6/30/2026

7/15/2026

$

0.47

$

0.47

$

-

$

0.47

Regular cash dividend

9/30/2026

10/15/2026

$

0.47

$

0.47

$

-

$

0.47

Total cash dividend

$

1.41

$

1.41

-

$

1.41

Record
Date

Payment
Date

Common
Share
Distribution
Amount

Taxable
Ordinary
Income

Return of
Capital

Section 199A
Dividends

Regular cash dividend

3/31/2025

4/15/2025

$

0.47

$

0.47

$

-

$

0.47

Regular cash dividend

6/30/2025

7/15/2025

$

0.47

$

0.47

$

-

$

0.47

Regular cash dividend

9/30/2025

10/15/2025

$

0.47

$

0.47

$

-

$

0.47

Total cash dividend

$

1.41

$

1.41

$

-

$

1.41

CECL Reserve

We record a current expected credit loss reserve ("CECL Reserve") for our loans held for investment. The CECL Reserve is deducted from the gross carrying amount of the assets to present the net carrying value of the amounts expected to be collected on such assets. The Company estimates its CECL Reserve using among other inputs, third-party valuations, and a third-party probability-weighted model that considers the likelihood of default and expected loss given default for each individual loan based on the risk profile for approximately three years after which we immediately revert to use of historical loss data.

We consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We consider multiple datapoints and methodologies that may include likelihood of default and expected loss given default for each individual loan, valuations derived from discounted cash flows ("DCF"), and other inputs including the risk rating of the loan, how recently the loan was originated compared to the measurement date, and expected prepayment, if applicable. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance sheet credit exposures such as unfunded loan commitments.

We evaluate our loans on a collective (pool) basis by aggregating on the basis of similar risk characteristics as explained above. We make the judgment that loans to cannabis-related borrowers that are fully collateralized by real estate exhibit similar risk characteristics and are evaluated as a pool. Further, loans that have no real estate collateral, but are secured by other forms of collateral, including equity pledges of the borrower, and otherwise have similar characteristics as those collateralized by real estate are evaluated as a pool. All other loans are analyzed individually, either because they operate in a different industry, may have a different risk profile, or have maturities that extend beyond the forecast horizon for which we are able to derive reasonable and supportable forecasts.

Estimating the CECL Reserve also requires significant judgment with respect to various factors, including (i) the appropriate historical loan loss reference data, (ii) the expected timing of loan repayments, (iii) calibration of the likelihood of default to reflect the risk characteristics of our loan portfolio, and (iv) our current and future view of the macroeconomic environment. From time to time, we may consider loan-specific qualitative factors on certain loans to estimate our CECL Reserve, which may include (i) whether cash from the borrower's operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and (iii) the liquidation value of collateral. For loans where we have deemed the borrower/sponsor to be experiencing financial difficulty, we may elect to apply a practical expedient, in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a CECL Reserve.

To estimate the historical loan losses relevant to the Company's portfolio, the Company evaluates its historical loan performance, which includes zero realized loan losses since the inception of its operations. Additionally, the Company analyzed its repayment history, noting it has limited portfolio turnover from the date of our initial public offering. However, the Company's Sponsor and its affiliates have had operations for the past three fiscal periods and have made investments in similar loans that have similar characteristics including interest rate, collateral coverage, guarantees, and prepayment/make whole provisions, which fall into the pools identified above. Given the similarity of the structuring of the credit agreements for the loans in the Company's portfolio to the loans originated by its Sponsor,

management considered it appropriate to consider the past repayment history of loans originated by the Sponsor and its affiliates in determining the extent to which a CECL Reserve shall be recorded.

In addition, the Company reviews each loan on a quarterly basis and evaluates the borrower's ability to pay the monthly interest and principal, if required, as well as the loan-to-value (LTV) ratio. When evaluating qualitative factors that may indicate the need for a CECL Reserve, the Company forecasts losses considering a variety of factors. In considering the potential current expected credit loss, the Manager primarily considers significant inputs to the Company's forecasting methods, which include (i) key loan-specific inputs such as the value of the real estate collateral, liens on equity (including the equity in the entity that holds the state-issued license to cultivate, process, distribute, or retail cannabis), presence of personal or corporate guarantees, among other credit enhancements, LTV ratio, rate type (fixed or floating) and IRR, loan-term, geographic location, and expected timing and amount of future loan fundings, (ii) performance against the underwritten business plan and the Company's internal loan risk rating, and (iii) a macro-economic forecast. Estimating the enterprise value of our borrowers in order to calculate LTV ratios is often a significant estimate. The Manager utilizes a third-party valuation appraiser to assist with the Company's valuation process primarily using comparable transactions to estimate enterprise value of its portfolio companies and supplement such analysis with a multiple-based approach to enterprise value to revenue multiples of publicly-traded comparable companies obtained from sources such as Bloomberg and/or S&P Capital IQ as of September 30, 2026, to which the Manager may apply a private company discount based on the Company's current borrower profile. These estimates may change in future periods based on available future macro-economic data and might result in a material change in the Company's future estimates of expected credit losses for its loan portfolio.

Regarding real estate collateral, we generally cannot take the position of mortgagee-in-possession as long as the property is used by a cannabis operator, but we can request that the court appoint a receiver to manage and operate the subject real property until the foreclosure proceedings are completed. Additionally, while we cannot foreclose under state Uniform Commercial Code ("UCC") and take title or sell equity in a licensed cannabis business, a potential purchaser of a delinquent or defaulted loan could.

In order to estimate the future expected loan losses relevant to our portfolio, we utilize historical market loan loss data obtained from a third-party database for commercial real estate loans, which we believe is a reasonably comparable and available data set to use as an input for our type of loans. We expect this dataset to be representative for future credit losses whilst considering that the cannabis industry is maturing, and consumer adoption, demand for production, and retail capacity are increasing akin to commercial real estate over time. For periods beyond the reasonable and supportable forecast period, we revert back to historical loss data.

All of the above assumptions, although made with the best available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our CECL Reserve. As we acquire new loans and our Manager monitors loan and borrower performance, these estimates will be revised each period.

Accounting Policies and Estimates

As of September 30, 2026, other than the adoption of an accounting policy for common stock issued in exchange for notes receivable, as described in Note 2 to our consolidated financial statements (unaudited), there were no significant changes in the application of our accounting policies or estimates from those presented in our annual report on Form 10-K.

Refer to Note 2 to our consolidated financial statements for the nine months ended September 30, 2026, titled "Significant Accounting Policies" for information on recent accounting pronouncements.

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