Financial Transactions and Acquisitions - The company sold its assets related to avasopasem and rucosopasem for an upfront payment of $3.5 million and potential future payments of up to $105.0 million upon achieving regulatory and commercial milestones[18]. - The acquisition of Nova Pharmaceuticals, Inc. was completed on December 30, 2024, with an investment of $2.9 million from a syndicate led by Ikarian Capital to support the development of a product candidate for advanced breast cancer[19]. - The Nova Acquisition may lead to significant ownership dilution for stockholders without guaranteed strategic benefits[211]. Clinical Trials and Drug Development - The lead program is a Phase 1/2 trial of a pan-NOS inhibitor in combination with nab-paclitaxel and alpelisib for metaplastic breast cancer (MpBC), with the Phase 2a portion reached in 2025 and additional sites added[20]. - A Phase I/II clinical trial of L-NMMA plus taxane achieved an overall response rate of 45.8%, with no grade ≥3 toxicities attributed to L-NMMA[27]. - Clinical trials are conducted in three phases, with Phase 3 involving a larger patient population to evaluate efficacy and safety[66]. - The FDA requires a comprehensive submission process for new drug products, including preclinical studies, IND submission, and clinical trials[50]. - An IND goes into effect 30 days after filing unless the FDA imposes a clinical hold[53]. - The FDA aims to complete the review of most standard NDAs within 10 months and priority review products within 6 months[70]. - Companies must submit annual reports detailing IND activities and any serious adverse reactions during clinical trials[62]. - The FDA may suspend or terminate clinical trials if participants are exposed to unacceptable health risks[57]. - Compliance with GCP and GLP regulations is essential throughout the drug development process[51]. - The FDA may require Risk Evaluation and Mitigation Strategies (REMS) as a condition of approval to minimize risks associated with the product[72]. - Advisory committees may review novel drug applications, providing recommendations that the FDA considers but is not bound by[74]. Regulatory and Compliance Challenges - The FDA commits to reviewing resubmissions of New Drug Applications (NDAs) in 2 or 6 months depending on the information provided[79]. - Post-approval, the FDA may impose conditions such as post-marketing studies or distribution restrictions that can affect market potential[81]. - Drug manufacturers must comply with ongoing FDA regulations, including recordkeeping and periodic reporting, to maintain compliance[82]. - The company is subject to various state and federal laws regarding drug pricing and may face challenges in revenue generation due to potential price controls and reimbursement reductions[125]. - The company must navigate evolving data privacy and security laws, which could impose significant compliance costs and risks[127]. - Compliance with healthcare regulatory laws may expose the company to criminal sanctions and civil penalties[215]. - Relationships with third-party payors and healthcare professionals are subject to fraud and abuse laws, impacting operational arrangements[216]. Financial Performance and Projections - The company incurred a net loss of $19.0 million for the year ended December 31, 2024, but recorded a net income of $149.0 million for the year ended December 31, 2025, primarily due to a $151.0 million non-cash gain from the extinguishment of a royalty purchase liability[136]. - As of December 31, 2025, the company had an accumulated deficit of $307.3 million, indicating ongoing financial challenges despite the recent net income[136]. - The company anticipates continued operating losses for the foreseeable future, emphasizing the need for successful product development to achieve profitability[137]. - The company may seek additional capital through securities offerings or debt financing, which could dilute existing shareholders and impose operational restrictions[138]. Intellectual Property Risks - The company has pending and in-force patent families covering certain combinations of tilarginine with oncology products, estimated to expire between 2035 and 2045[38]. - Intellectual property protection is critical, with potential challenges in securing broad patent coverage that could impair commercialization efforts[158]. - The patent application process is expensive and time-consuming, and the company may not be able to secure necessary protections in all jurisdictions[160]. - The uncertainty surrounding patent rights and potential infringement claims could limit the company's competitive advantage in the market[163]. - The company may face difficulties in enforcing its intellectual property rights, which could lead to costly and time-consuming legal battles[168]. - The company faces significant risks related to intellectual property rights, including potential infringement claims that could adversely affect its competitive position and financial condition[169]. - There is uncertainty regarding the validity of the company's patents, which could be challenged in litigation, potentially leading to loss of patent protection and harm to business operations[172]. - The biotechnology and pharmaceutical industries are subject to rapid technological changes and substantial litigation, increasing the risk of infringement claims against the company's product candidates[172]. - The company may incur substantial costs related to intellectual property litigation, which could divert management's attention and resources away from core business activities[170]. - Changes in patent law, such as the Leahy-Smith Act, could increase uncertainties and costs associated with patent prosecution and enforcement, adversely impacting the company's financial condition[181]. - The company relies on trade secrets and proprietary information, and any breach of confidentiality agreements could harm its competitive position[180]. - The federal government retains certain rights in inventions developed with its financial assistance, which could affect the company's ability to enforce patents related to federally funded research[184]. - The company may face ownership disputes related to intellectual property, which could lead to costly litigation and impact its business operations[177]. - The outcome of intellectual property litigation is unpredictable, and negative results could materially affect the company's stock price and overall financial health[179]. - The company must continuously monitor and protect its intellectual property rights, as unauthorized disclosures could impair its competitive position and business results[180]. - The company may not receive patent term extensions in the U.S. or foreign countries, which could harm its business and marketing exclusivity[185]. - Patent term extensions under the Hatch-Waxman Act can provide up to five years of additional protection, but the company may face challenges in obtaining these extensions[186]. - Compliance with procedural and fee payment requirements is crucial for maintaining patent protection; non-compliance could lead to loss of patent rights[188]. - The company’s trademarks and trade names may face challenges, and failure to protect them could adversely affect name recognition and market competitiveness[189]. - Intellectual property rights may not be adequately protected in foreign jurisdictions, potentially allowing competitors to exploit the company's technology[191]. - The company may face significant costs and resource diversion in enforcing patent rights in foreign jurisdictions, impacting overall business focus[194]. - Failure to identify relevant third-party patents could adversely affect the company's ability to develop and market its product candidates[195]. - Infringement claims could arise if the company incorrectly interprets patent relevance, leading to potential financial and operational setbacks[196]. - Patent terms may not provide sufficient competitive protection, as they generally expire 20 years from the earliest filing date[198]. - Disagreements over intellectual property agreements could narrow the company's rights, affecting financial obligations and overall business operations[206]. Market and Commercialization Challenges - Coverage and reimbursement from third-party payors are critical for successful commercialization of pharmaceutical products, with potential limitations on approved lists[110]. - Delays in obtaining coverage and reimbursement for new drugs can negatively impact market acceptance and future revenues[111]. - Legislative changes, such as the ACA, have significantly affected pharmaceutical pricing and reimbursement under government healthcare programs[119]. - Automatic reductions of Medicare payments to providers up to 2% per fiscal year are in effect through FY 2032, impacting overall healthcare costs[120]. - Recent Congressional inquiries aim to increase transparency in pharmaceutical pricing and reduce prescription drug costs under Medicare[121]. - Successful commercialization of the product candidate relies on third-party payors providing adequate coverage and reimbursement[213]. - The process of obtaining coverage and reimbursement is costly and time-consuming, potentially delaying market acceptance[214].

Revenue and Profitability - Revenue for Q4 2025 was $794 million, a 80% increase from $441 million in Q4 2024[3] - Full year 2025 revenue reached $2.49 billion, up 35% from $1.85 billion in 2024[3] - Gross profit for Q4 2025 was $144 million, compared to $82 million in Q4 2024, reflecting a gross margin of 18.1%[3] - Net income for 2025 was $149 million, significantly higher than $10 million in 2024[3] - Net income for 2025 reached $149,703 thousand, a significant increase from $9,924 thousand in 2024, representing a growth of approximately 1,409%[23] - Net income attributable to controlling interests for Q4 2025 was $35,535,000, a significant increase from $9,781,000 in Q4 2024[26] - EBITDA for Q4 2025 reached $72,032,000, compared to $42,633,000 in Q4 2024, reflecting a growth of 68.5%[26] - Adjusted EBITDA for the twelve months ended December 31, 2025, was $341,677,000, up from $165,133,000 in the previous year, indicating a year-over-year increase of 106.7%[26] Financial Position and Cash Flow - The company reported a year-end backlog of $8 billion, an 87% increase over the previous year[6] - Net cash provided by operating activities increased to $331,645 thousand in 2025, compared to $117,613 thousand in 2024, marking an increase of about 182%[23] - Total assets amounted to $1,816,272 thousand, while total liabilities and member's equity were $1,478,031 thousand, reflecting a healthy balance sheet position[21] - Cash and cash equivalents at the beginning of the period were $207,987,171, increasing to $394,876,207 by the end of the period[24] - The company reported a net cash used in financing activities of $68,014,000 for the period, compared to $79,373,000 in the previous period[24] Future Projections - The company expects 2026 revenue guidance in the range of $3.720 billion to $3.820 billion[10] - Projected gross profit for 2026 is estimated between $580 million and $620 million, with a gross margin of 15.6% to 16.2%[10] - Adjusted EBITDA for 2026 is expected to be between $400 million and $420 million[10] Investment and Expenses - Cash flows used in investing activities totaled $76,742 thousand in 2025, up from $8,269 thousand in 2024, reflecting a significant increase in investment activity[23] - The company incurred $55,331 thousand in cash paid for acquisitions in 2025, indicating ongoing strategic growth initiatives[23] - Depreciation and amortization expenses were $85,543 thousand in 2025, slightly up from $84,836 thousand in 2024[23] - Unit-based compensation expense rose to $27,326 thousand in 2025, compared to $8,607 thousand in 2024, showing an increase of approximately 218%[23] Debt Management - The successful IPO raised $552.5 million in net proceeds, which was used to repay outstanding term loans[6] - Interest expense decreased to $12,297,000 in Q4 2025 from $13,733,000 in Q4 2024, showing a reduction of 10.5%[26] - The company reported a loss on extinguishment of debt of $3,061 thousand in 2024, which was not present in 2025, indicating improved debt management[23] - The company recorded a loss on the extinguishment of debt of $4,398,000 in Q4 2024, which was not repeated in Q4 2025[26] Changes in Accounts - Accounts receivable saw a positive change of $21,469 thousand in 2025, contrasting with a negative change of $49,970 thousand in 2024[23] - Contract liabilities increased by $66,896 thousand in 2025, compared to an increase of $24,344 thousand in 2024, indicating a growth of approximately 175%[23] - Non-cash compensation expense for Q4 2025 was $24,455,000, significantly higher than $2,722,000 in Q4 2024[26] - The provision for income taxes for Q4 2025 was $1,801,000, compared to a tax benefit of $399,000 in Q4 2024[26] - The change in the fair value of investments resulted in a loss of $750,000 in the previous year, which was not reported in the current year[26]

Financial Performance - Q4 2025 revenue increased by 94% to $6.2 million, while full year 2025 revenue rose by 38% to $17.7 million[9] - For the year ended December 31, 2025, Satellogic reported revenue of $17,707,000, a 37.5% increase from $12,870,000 in 2024[29] - The company's net loss available to stockholders for 2025 was $(4,783,000), significantly improved from $(116,272,000) in 2024[29] - Non-GAAP Adjusted EBITDA loss for 2025 was $(17,427,000), compared to a loss of $(33,731,000) in 2024, indicating a reduction in operational losses[24] - Satellogic's basic net loss per share improved to $(0.04) in 2025 from $(1.28) in 2024[29] - The company reported a net loss of $4,783,000 for the year ended December 31, 2025, compared to a net loss of $116,272,000 in 2024, indicating a significant improvement[33] Cash Flow and Liquidity - Cash and cash equivalents at year-end 2025 totaled $94.4 million, significantly up from $22.5 million at year-end 2024[20] - Cash, cash equivalents, and restricted cash at the end of the period rose to $102,092,000 in 2025, up from $23,682,000 in 2024, showing a strong liquidity position[33] - Net cash used in operating activities decreased to $26,886,000 in 2025 from $35,890,000 in 2024, reflecting better cash flow management[33] - The company generated $112,513,000 in net cash from financing activities in 2025, a substantial increase from $37,455,000 in 2024, driven by various stock offerings[33] Operational Efficiency - For the year ended December 31, 2025, net cash used in operating activities decreased by 25% to $26.9 million, reflecting improved operational efficiency[9] - The company incurred total costs and expenses of $48,726,000 in 2025, down from $65,076,000 in 2024, a decrease of 25.1%[29] - The company incurred depreciation expenses of $7,740,000 in 2025, down from $12,655,000 in 2024, indicating reduced asset depreciation[33] Assets and Liabilities - Total assets increased to $151,303,000 in 2025 from $61,691,000 in 2024, reflecting a growth of 144.5%[31] - Satellogic's total liabilities decreased to $90,777,000 in 2025 from $114,723,000 in 2024, a reduction of 20.9%[31] - Remaining performance obligations as of December 31, 2025, totaled $65.1 million, with $28.6 million expected to be recognized as revenue within one year[20] Strategic Partnerships and Contracts - An $18 million agreement was signed with CEiiA in Portugal for the delivery of two NewSat Mark V satellites, enhancing Europe's Earth observation capabilities[3] - The Government of Albania extended its agreement for high-frequency satellite monitoring, ensuring continued access to high-resolution imagery[5] - The new Merlin constellation, designed to remap the planet daily at 1-meter resolution, is fully funded by a $30 million customer contract, with the first launch scheduled for October 2026[7] Company Vision and Goals - The company aims to democratize access to geospatial data, focusing on high-resolution images to address global challenges such as climate change and food security[26] Changes in Financial Instruments - The company reported a change in fair value of financial instruments of $25,871,000 in 2025, compared to $(60,071,000) in 2024, indicating a positive shift[29] - The company reported a change in fair value of financial instruments resulting in a loss of $29,182,000 in 2025, contrasting with a gain of $58,546,000 in 2024[33] Stock-Based Compensation - Stock-based compensation increased to $4,260,000 in 2025 from $2,335,000 in 2024, reflecting higher employee compensation costs[33] Accounts Receivable - The company’s accounts receivable increased by $6,024,000 in 2025, compared to an increase of $1,126,000 in 2024, indicating potential growth in sales[33]

Company Status and Growth - The company will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of its IPO or until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million [468]. - The company has elected to take advantage of reduced disclosure requirements available to emerging growth companies, which may affect the comparability of its financials with other public companies [469]. Financial Losses and Tax Implications - As of December 31, 2025, the company had approximately $153.2 million in federal net operating loss carryforwards and $156.4 million in state net operating loss carryforwards, with federal losses able to be carried forward indefinitely [487]. - The federal net operating losses generated after December 31, 2017, are limited to the lesser of the net operating loss carryover or 80% of the corporation's adjusted taxable income for taxable years beginning after December 31, 2020 [487]. - The company may experience ownership changes that could limit its ability to utilize net operating loss carryforwards, potentially increasing future tax obligations [490]. - Changes in tax laws, including the Tax Act and the Inflation Reduction Act of 2022, could materially increase the company's tax obligations and operational requirements [491]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting in the past, which were remediated, but future weaknesses may still occur [485]. - The company's disclosure controls and procedures may not prevent all errors or fraud, leading to potential misstatements or insufficient disclosures [496]. - Inherent limitations in the control system may result in undetected errors or fraud due to faulty judgments or collusion [497]. - Compliance with evolving laws and regulations may divert management's focus from revenue-generating activities to compliance efforts, potentially harming business performance [493]. - Failure to comply with regulations could lead to difficulties in obtaining insurance and attracting qualified board members and senior management [494]. Legal and Operational Risks - The company is subject to U.S. and foreign anti-corruption laws, which could result in liability for violations and impact its business operations [480]. - The company may face increased costs and challenges in litigation due to exclusive forum provisions in its corporate charter, which could limit stockholders' ability to bring claims in favorable jurisdictions [476]. - Being a public company has resulted in increased legal, accounting, and compliance costs, which may negatively affect financial results [493]. - Unfavorable global economic conditions, including potential economic downturns and geopolitical conflicts, could adversely impact the company's operations and financial condition [492]. Financial Management - The company has broad discretion in the use of its cash, cash equivalents, and investments, which may not yield a return and could compromise its growth strategy [471]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under SEC rules [596].

Chicago Atlantic BDC, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results NEW YORK, March 19, 2026 --- Chicago Atlantic BDC, Inc. ("LIEN" or the "Company") (NASDAQ: LIEN), a specialty finance company that has elected to be regulated as a business development company, today announced its financial results for the fourth quarter and full year ended December 31, 2025. Fourth Quarter 2025 Highlights and Subsequent Activity Peter Sack, Chief Executive Officer of the Company, commented, "Chicago Atla ...

Financial Performance - Chicago Atlantic BDC generated net investment income of $0.36 per share for Q4 2025, with total investment income of approximately $14.2 million[3][8] - For the fiscal year ended December 31, 2025, the company reported net investment income of approximately $33.1 million, or $1.45 per weighted average share[9] - Total investment income for the three months ended December 31, 2025, was $14,228,519, an increase from $12,648,226 in the same period of 2024, representing a growth of 12.5%[24] - Net investment income for the three months ended December 31, 2025, was $8,267,100, compared to $7,990,681 for the same period in 2024, reflecting an increase of 3.5%[24] - Basic and diluted net investment income per share for the three months ended December 31, 2025, was $0.36, up from $0.35 in the same period of 2024, representing a growth of 2.9%[24] - Interest income for the three months ended December 31, 2025, was $12,255,979, compared to $11,702,242 in the same period of 2024, marking an increase of 4.7%[24] - Fee income for the three months ended December 31, 2025, was $1,972,540, significantly higher than $945,984 in the same period of 2024, indicating a growth of 108.5%[24] - Management fees for the three months ended December 31, 2025, were $1,446,470, compared to $758,363 in the same period of 2024, reflecting an increase of 90.9%[24] Portfolio and Investments - As of December 31, 2025, the total investment portfolio had a fair value of approximately $333.3 million across 39 portfolio companies[6][7] - During Q4 2025, Chicago Atlantic BDC funded $31.7 million in new investments across seven portfolio companies[4][6] - Subsequent to year-end, the company funded an additional $93.9 million to seven borrowers, including $35.5 million to three new portfolio companies[6][4] - The company had no loans on non-accrual status as of December 31, 2025, indicating strong portfolio performance[7] Dividends and Shareholder Returns - The company declared a dividend of $0.34 per share for the quarter ending March 31, 2026, marking the sixth consecutive quarter at that rate[3][12] Liquidity and Assets - The company had $77.9 million of liquidity as of December 31, 2025, including $2.9 million in cash and $75.0 million available on its senior credit facility[10] - The net asset value (NAV) per share increased to $13.30 as of December 31, 2025, compared to $13.27 as of September 30, 2025[11] Operational Metrics - Total expenses for the three months ended December 31, 2025, amounted to $5,961,419, up from $4,657,545 in the same period of 2024, indicating a rise of 28.0%[24] - Net increase in net assets resulting from operations for the three months ended December 31, 2025, was $8,246,496, compared to $7,974,878 in the same period of 2024, showing an increase of 3.4%[24] - Weighted average shares outstanding for the three months ended December 31, 2025, were 22,820,590, slightly increasing from 22,820,368 in the same period of 2024[24] Strategic Focus - The company is focused on senior secured lending and plans to pursue opportunities in the cannabis sector amid increased M&A activity[4][3] Realized Losses - The company reported a net realized loss from investments of $(74,483) for the year ended December 31, 2025, compared to a loss of $(74,483) in the previous year, indicating no change[24]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-35129 Arcos Dorados Holdings Inc. (Exact name of registrant as specified in its charter) Río Negro 1338, First Floor Montevideo, Uruguay, 11100 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports u ...

Regulatory Processes - The FDA's 510(k) premarket notification process can be resource-intensive, expensive, and lengthy, impacting the time to market for new medical devices [115]. - Class II medical devices are required to submit a premarket notification under Section 510(k) to request permission for commercial distribution [118]. - The FDA's performance goal for reviewing a 510(k) submission is 90 days, but actual clearance often takes longer due to additional information requests [128]. - If a device is deemed "not substantially equivalent," it is classified as Class III, requiring more rigorous PMA approval processes [130]. - The FDA has proposed reforms to the 510(k) clearance process, which may include increased clinical data requirements and longer review periods [132]. - In September 2019, the FDA introduced an optional "safety and performance based" premarket review pathway for certain well-understood device types [133]. - The company may face significant regulatory fines or penalties if modifications to devices require new 510(k) clearance or PMA approval [131]. - Clinical trials for significant risk devices must comply with FDA regulations and require an IDE application, which must be approved before testing [122]. - The FDA may suspend or terminate clinical trials for various reasons, including serious adverse events or protocol non-compliance [125]. - The FDA review process for a PMA application generally takes between one and three years, but can extend significantly longer [135]. - If the FDA's evaluation is favorable, it may issue an approval letter or an approvable letter, which may include conditions for final approval [136]. - The PMA process requires extensive data from preclinical studies and human clinical trials to demonstrate safety and effectiveness [134]. - Changes to an approved medical device that affect safety or effectiveness require submission of a new PMA or PMA supplement [137]. - The FDA can delay or deny PMA approval for reasons such as insufficient clinical data or non-compliance with manufacturing requirements [138]. - Manufacturers must comply with stringent QSR requirements covering all aspects of device design and manufacturing [141]. European Union Regulations - The EU requires medical devices to meet essential requirements and undergo conformity assessment procedures before being marketed [145][146]. - Notified Body certificates of conformity are valid for a maximum of five years, with periodic audits to ensure compliance [148]. - Manufacturers must report incidents that may lead to serious health risks and take corrective actions as necessary [149]. - The EU Medical Devices Regulation (MDR) entered into force on May 25, 2017, establishing a uniform regulatory framework across the EU for medical devices [152]. - The transition period for the MDR was extended to May 26, 2021, allowing devices compliant with previous directives to remain on the market until May 26, 2025 [153]. - The MDR aims to improve device traceability through a unique identification number and establish a central database for comprehensive product information [159]. - The UK will not implement the MDR post-Brexit, and UKCA marking will be mandatory for devices placed on the UK market after June 30, 2023 [155]. Legal and Compliance Issues - The U.S. federal Anti-Kickback Statute prohibits remuneration to induce purchases of goods or services reimbursable under federal healthcare programs, with broad interpretations of "remuneration" [157]. - The civil False Claims Act prohibits presenting false claims for payment to the federal government, with violations potentially leading to significant penalties [158]. - Coverage and reimbursement for medical devices in the U.S. depend on medical necessity and prior approval, with significant variability among third-party payors [163]. - The Affordable Care Act has substantially changed healthcare financing and delivery, impacting medical device manufacturers significantly [169]. - The GDPR, effective May 25, 2018, imposes strict requirements for processing personal data, with potential fines of up to €20 million or 4% of annual global revenues for noncompliance [174]. Company Operations - The Company had 24 full-time employees as of December 31, 2025 [179]. - The Company is party to two manufacturing services agreements for the IB-Stim and RED devices, which automatically renew annually unless terminated [178]. - Environmental protection requirements are not expected to have a significant financial impact on the Company in the current financial year or the foreseeable future [177]. - The Company provides necessary equipment to manufacturers while retaining ownership, with manufacturers bearing the risk of loss and damage [178]. - The Company entered into quality agreements with manufacturers for quality assurance services on products provided [178]. Data Protection and Transfer - The relationship between the UK and EU regarding data protection law remains unclear, affecting future data transfer regulations [176]. - The GDPR and UK GDPR impose fines up to the greater of €20 million or 4% of global turnover [176]. - The adequacy decision draft published by the European Commission on February 19, 2021, could enable data transfers from EU member states to the UK for four years [176]. - The efficacy of current data transfer mechanisms between the EU and the US remains uncertain following the invalidation of the Privacy Shield [175]. Financial Reporting - The company plans to provide only two years of audited financial statements and unaudited condensed financial statements for interim periods in its prospectus [23]. - The Company’s financial statements and supplementary data can be found in the annual report on Form 10-K [381].

Management Fees and Incentives - The base management fee is set at an annual rate of 1.75% of gross assets, excluding cash and cash equivalents [123]. - The average value of gross assets for management fee calculation is based on the end of the two most recently completed quarters [123]. - The base management fee is 0.4375% of gross assets, which is included in the calculation of Pre-Incentive Fee Net Investment Income [130]. - The Incentive Fee on Income is calculated quarterly based on Pre-Incentive Fee Net Investment Income, which includes interest and dividend income minus operating expenses [124]. - The hurdle rate for the Incentive Fee on Income is set at 1.75% per quarter, equivalent to a 7% annualized rate [126]. - If Pre-Incentive Fee Net Investment Income exceeds 2.19% in a quarter, the Adviser receives 20% of the excess amount [126]. - The Incentive Fee on Capital Gains is 20% of cumulative realized capital gains minus cumulative realized capital losses and previously paid Incentive Fees [127]. - In Year 2 of a scenario, the Incentive Fee on Capital Gains amounted to $6 million from a $30 million realized capital gain on the sale of Investment A [139]. - In Year 3 of the same scenario, no Incentive Fee on Capital Gains was paid due to cumulative capital depreciation exceeding realized gains [142]. Company Structure and Management - The Adviser manages day-to-day operations and investment advisory services under the Investment Advisory Agreement [117]. - The company does not have any employees; management is provided by the Adviser and its Investment Committee [110]. - The Investment Committee members are not compensated by the company but receive compensation from the Adviser [111]. - The Investment Advisory Agreement was approved by the Board and will remain effective if approved annually [145]. - The Adviser is entitled to indemnification for damages arising from the performance of their duties under the Investment Advisory Agreement [149]. - The Administration Agreement allows the Adviser to provide administrative services, including maintaining financial records and preparing reports for stockholders [156]. - The Adviser may delegate its obligations under the Administration Agreement to affiliates or third parties, with costs reimbursed at cost without profit [157]. Financial Performance and Risks - The company faces competition from various investment funds and financial services companies with greater resources [106]. - The company's operating expenses are projected at an annualized rate of 2.15% of net assets through September 30, 2025 [154]. - The Expense Limitation Agreement, which caps certain expenses at 2.15% per annum, excludes interest expenses and costs associated with raising debt or equity capital [155]. - The company is subject to financial market risks, including valuation risk, interest rate risk, and credit risk due to global political tensions [703]. - The fair value of investments may fluctuate significantly due to the inherent uncertainty in determining fair value for investments without readily available market quotations [704]. - The company’s net investment income is sensitive to changes in interest rates, which could materially affect earnings [705]. - The company estimates that a 300 basis points increase in interest rates could lead to a decrease in net investment income by $5,093,000 [708]. - For the year ended December 31, 2024, a 300 basis points increase in interest rates could result in an increase in net investment income by $6,618,000 [710]. Regulatory Compliance and Taxation - The Company has elected to be regulated as a Business Development Company (BDC) under the 1940 Act, which imposes specific operational restrictions [177]. - Qualifying assets must represent at least 70% of the Company's total assets, with specific categories defined under the 1940 Act [179]. - The company must operate for the purpose of making investments in qualifying securities as defined by the 1940 Act [182]. - The company is required to maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement [200]. - The company is subject to the reporting and disclosure requirements of the Exchange Act, including quarterly and annual reports [201]. - The company has adopted a code of ethics to establish procedures for personal investments and restrict certain personal securities transactions [190]. - The company has elected to qualify as a RIC under Subchapter M of the Code, which generally exempts it from U.S. federal income tax on net ordinary income and capital gains that are timely distributed to stockholders as dividends [214]. - To maintain RIC status, the company must distribute at least 90% of its investment company taxable income each taxable year, which includes net ordinary income and excess of realized net short-term capital gain over realized net long-term capital loss [214]. - The company may be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless it meets specific distribution requirements [216]. - The company must derive at least 90% of its gross income from qualifying sources to satisfy the 90% Income Test necessary for RIC status [222]. - At the end of each quarter, at least 50% of the company's assets must consist of cash, U.S. Government securities, and other qualifying securities, while no more than 25% can be invested in the securities of any one issuer [222]. - The company may face challenges in meeting the Annual Distribution Requirement if it recognizes taxable income without receiving corresponding cash, potentially leading to the need to sell investments [221]. - If the company fails to maintain RIC status, it would be subject to U.S. federal income tax on all taxable income at corporate rates, and distributions would not be compulsory [232]. - If the company fails to qualify as a RIC for two or more taxable years, it may face additional tax implications when requalifying, including U.S. federal tax on built-in gains [233]. Distributions and Tax Implications - Distributions of "investment company taxable income" will generally be taxable to U.S. stockholders as ordinary income or capital gain [235]. - Distributions of net capital gain, designated as "capital gain dividends," will be taxable to U.S. stockholders as long-term capital gain at a maximum rate of 20% [237]. - Noncorporate U.S. stockholders are subject to a maximum federal income tax rate of 20% on net capital gain, which is lower than the maximum rate on ordinary income [240]. - Corporate U.S. stockholders face a maximum federal income tax rate of 21% on net capital gain, similar to ordinary income [242]. - Non-U.S. stockholders may be subject to a 30% U.S. withholding tax on distributions unless exceptions apply [249]. - Distributions to Non-U.S. stockholders that are effectively connected with a U.S. trade or business may not be subject to U.S. federal tax if certain conditions are met [251]. - Non-U.S. stockholders may be entitled to a U.S. federal income tax credit or refund for taxes paid on deemed distributions of net capital gain [253]. - Backup withholding at a rate of 24% may apply to reportable payments, but generally will not apply to distributions to Non-U.S. stockholders if proper certification is provided [256]. - The company intends to distribute any long-term capital gain at least annually to satisfy the Annual Distribution Requirement [237]. - The company will provide written statements to U.S. stockholders detailing amounts includible in taxable income for each year [245]. Investment Characteristics - Investments rated 1 indicate the least risk, with borrowers performing above expectations [107]. - Investments rated 5 indicate substantial underperformance, with most debt covenants out of compliance and payments significantly delinquent [107]. - The total investment made in Company A and Company B was $50 million and $30 million respectively, with subsequent sales generating significant capital gains [139]. - As of December 31, 2025, 71.8% of the company's debt investments based on outstanding principal balance were floating-rate investments, while 28.2% were fixed-rate investments [706]. - Approximately 63% of the floating-rate investments based on PRIME or SOFR were at their respective interest rate floors as of December 31, 2025 [707]. - Legislative changes could adversely affect the tax consequences of investments in the company's stock, impacting investor commitments [260]. - The company is required to withhold 30% on certain payments to foreign financial institutions unless specific conditions are met [259].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40564 Chicago Atlantic BDC, Inc. (Exact name of Registrant as specified in its Charter) Maryland 86-2872887 (State ...