17. SUBSEQUENT EVENTS

Private Placement of Common Stock

On July 9, 2026, the Company entered into a Loan Agreement with Koach Capital Fund I LLC, Koach Capital Fund II LP, Koach Capital Fund III LP and their respective wholly owned subsidiaries (collectively, “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 a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, in exchange for second lien promissory notes issued by Koach with an aggregate principal amount of approximately $62.5 million (the “Koach Notes”). The shares issued to Koach represented 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, paid monthly, of which 10.0% is payable in cash and 2.0% payable in kind, and an additional exit fee of up to 2.5x the commitment amount of each Note, calculated net of interest and principal amortization, if any, paid through maturity. The Koach Notes have a weighted average remaining life of approximately 12.0 years.

Because the Koach Notes were received as consideration for the issuance of the Company’s common stock, the Koach Notes will be presented as a reduction of stockholders’ equity rather than as loans held for investment in accordance with ASC Topic 505 - Equity, and the associated cash flows shall be recorded through stockholders’ equity rather than as interest income or within total assets on the consolidated balance sheets. Accordingly, the transaction increased the number of shares of common stock outstanding but had no material net effect on total stockholders’ equity, and did not increase total assets, upon issuance. Notwithstanding this financial statement presentation, the Koach Notes constitute bona fide debt secured by real property and, for purposes of the Company’s qualification as a real estate investment trust, are treated as qualifying real estate assets that generate qualifying income under the applicable REIT gross income and asset tests.

The issuance was permitted under, and the additional shares will be reflected in the exchange ratio inputs pursuant to, the Agreement and Plan of Merger, dated June 17, 2026, by and among the Company, Chicago Atlantic BDC, Inc. and the other parties thereto. For purposes of calculating the exchange ratio, the Koach Notes will be treated as assets of the Company rather than as a reduction of stockholders' equity. The shares issued in the private placement are subject to the terms of a lock-up letter pursuant to which the holders agree not to sell, transfer, pledge, or otherwise dispose of the common stock for a period of (i) three months (with respect to 20% of the Common Stock issued to such investor) and (ii) six months (with respect to the remaining 80% of such Common Stock), in each case following the closing date, subject to limited exceptions.

Payment of Dividend

On July 15, 2026, the Company paid its regular quarterly dividend of $0.47 per common share relating to the second quarter of 2026 to stockholders of record as of the close of business on June 30, 2026. The total amount of the cash dividend payment was approximately $10.0 million.