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Item 4. Controls and Procedures

2025-08-05 compared with 2025-05-01 · 129 added, 7 removed, 2 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Evaluation and Disclosure Controls and Procedures

As of March 31, 2025, the Company carried out an evaluation, under the supervision and with the participation of its Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2025, due to the material weakness in internal control over financial reporting previously identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, related to stock-based compensation.

(a) Evaluation and Disclosure Controls and Procedures

As of June 30, 2025, the Company carried out an evaluation, under the supervision and with the participation of its Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025, due to the material weakness in internal control over financial reporting previously identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, related to stock-based compensation.

The Company is actively engaged in implementing its remediation plan to address this material weakness, including strengthening the review and approval processes for equity awards and improving oversight controls related to the terms of its equity compensation plans.

These remediation efforts were ongoing as of March 31, 2025.

Changes in Internal Control Over Financial Reporting

Other than the remediation efforts described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

These remediation efforts were ongoing as of June 30, 2025.

(b) Changes in Internal Control Over Financial Reporting

Other than the remediation efforts described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATIO N

2.1 Form of Amended and Restated Exchange Agreement (1)

3.1 Certificate of Incorporation (1)

3.1(a) Certificate of Amendment to Certificate of Incorporation (1)

3.1(b) Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2)

3.1(c) Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (8)

3.1(d) Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (18)

3.1(e) Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (12)

3.2 Amended and Restated Bylaws, effective as of March 25, 2025 (21)

4.1 Indenture, dated as of June 21, 2019, between Sachem Capital Corp.

Bank National Association, as Trustee (3)

4.2 Third Supplemental Indenture between Sachem Capital Corp.

Bank National Association, as Trustee (4)

4.3 Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.2 above)

4.4 Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.

4.5 Fourth Supplemental Indenture between Sachem Capital Corp.

Bank National Association, as Trustee (5)

4.6 Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.5 above).

4.7 Fifth Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee (9)

4.8 Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.7 above)

4.9 Sixth Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee (22)

4.10 Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.9 above)

4.11 Seventh Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee (11)

4.12 Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.11 above)

4.13 Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender (20)

Note Purchase and Guaranty Agreement , dated June 11, 2025 (23)

10.1** Employment Agreement by and between John L.

Villano and Sachem Capital Corp.

10.1(a)** Amendment to Employment Agreement by and between John L.

Villano and Sachem Capital Corp.

10.2 Sachem Capital Corp.

2016 Equity Compensation Plan (1)

10.3 Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp.

and Churchill MRA Funding I LLC (7)

10.4 Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC.

Bank National Association (7)

10.5** Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp.

10.6** Final Form of the Restrictive Stock Grant Agreement dated July 19, 2022 under the Sachem Capital Corp.

2016 Equity Compensation Plan between Sachem Capital Corp.

and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (18)

10.7 Credit and Security Agreement, dated as of March 20, 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the gu a rantor, the lenders party thereto and Needham Bank, as administrative agent (20)

A mendment No.1 t o the C redit and Security Agreement, dated as of June 9 , 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent *

10.8** Final Form of the Restrictive Stock Grant Agreement dated February 17, 2023 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and John L.

10.9** Final Form of the Restricted Stock Grant Agreement dated March 19, 2024 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and John L.

10.10 Cooperation Agreement, dated August 20, 2024, between Sachem Capital Corp.

and Blackwells Capital LLC, Blackwells Onshore I LLC and Jason Aintabi (16)

10.11** Final Form of the Restrictive Stock Grant Agreement dated September 7, 2023 under the Sachem Capital Corp.

2016 Equity Compensation Plan between Sachem Capital Corp.

and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz(17)

10.12** Letter Agreement, dated December 13, 2024, between the Company and Jeffery C.

Walraven (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (19)

10.13** Final Form of the Restrictive Stock Grant Agreement dated March 10, 2025 under the Sachem Capital Corp.

2016 Equity Compensation Plan between Sachem Capital Corp.

and each of Arthur Goldberg, Brian Prinz and Jeffery Walraven (21)

S achem Cap ital Corp.

2025 Omnibus Incentive P lan (2 4 )

Final Form of the Restrictive Stock Grant Agreement dated July 31, 2025 under the Sachem Capital Corp.

2025 Omnibus Incentive Plan between Sachem Capital Corp.

and each of Arthur Goldberg and Brian Prin z*

31.1 Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *

31.2 Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *

32.1 Chief Executive Officer Certification pursuant to 18 U.S.C.

section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***

32.2 Chief Financial Officer Certification pursuant to 18 U.S.C.

section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (15)

99.1 Open-End Construction Mortgage, Security Agreement and Assignment of Leases and Rents, dated February 28, 2023, by Sachem Capital Corp., in connection with the New Haven Bank Mortgage refinancing (13)

99.2 Commercial Term Note made by Sachem Capital Corp to New Haven Bank, dated February 28, 2023, in the principal amount of $1,660,000 (attached as Exhibit B to Exhibit 99.1 above)

99.3 Loan Agreement between Sachem Capital Corp.

and New Haven Bank, dated as of February 28, 2023 (13)

99.4 Mortgage Release releasing Sachem Capital Corp.

from the $1.4 million NHB Mortgage (13)

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema Document *

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB XBRL Taxonomy Extension Label Linkbase Document *

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

______________________________________________________________

* Filed herewith.

** Compensation plan or arrangement for current or former executive officers and directors.

*** Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

**** Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

(1) Previously filed as an exhibit to the Registration Statement on Form S-11, as amended (SEC File No.:

333-214323) and incorporated herein by reference.

(2) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference.

(3) Previously filed as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference.

(4) Previously filed as an exhibit to the Current Report on Form 8-K on September 9, 2020 and incorporated herein by reference.

(5) Previously filed as an exhibit to the Current Report on Form 8-K on December 20, 2021 and incorporated herein by reference.

(6) Previously filed as an exhibit to the Current Report on Form 8-K on April 14, 2021 and incorporated herein by reference.

(7) Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference.

(8) Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference.

(9) Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference.

(10) Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.

(11) Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference.

(12) Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference.

(13) Previously filed as an exhibit to the Current Report on Form 8-K on March 3, 2023 and incorporated herein by reference.

(14) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference.

(15) Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

(16) Previously filed as an exhibit to the Current Report on Form 8-K on August 26, 2024 and incorporated herein by reference.

(17) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference.

(18) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2022 and incorporated herein by reference.

(19) Previously filed as an exhibit to the Current Report on Form 8-K on December 16, 2024 and incorporated herein by reference.

(20) Previously filed as an exhibit to the Current Report on Form 8-K on March 27, 2025 and incorporated herein by reference.

(21) Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.

(22) Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference.

(23) Previously filed as an exhibit to the Current Report on Form 8-K on June 16, 2025 and incorporated herein by reference.

(24) Previously filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A on April 30, 2025 and incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

SACHEM CAPITAL CORP.

August 5, 2025

President and Chief Executive Officer

(Principal Executive Officer)

August 5, 2025

/s/ Jeffery C.

Interim Chief Financial Officer

(Principal Accounting and Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures