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Item 4. Controls and Procedures

2025-11-05 compared with 2025-08-05 · 25 added, 25 removed, 106 unchanged (32% of the section changed)

1 unchanged sentence

(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.

As of September 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 September 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 June 30, 2025.

These remediation efforts were ongoing as of September 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 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 September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATIO N

9 unchanged sentences

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)

Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.

1 unchanged sentence

Bank National Association, as Trustee ( 4 )

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

Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.

Fifth Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee ( 8 )

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

Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.

Sixth Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee (2 0 )

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

Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.

Seventh Supplemental Indenture between Sachem Capital Corp.

Bank Trust Company, National Association, as Trustee (1 0 )

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

Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.

Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender ( 18 )

11 unchanged sentences

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)

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 ( 18 )

Amendment No.1 to the Credit 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 (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) (23)

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.

Villano (1 3 )

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.

Villano (1 4 )

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

3 unchanged sentences

and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (1 6 )

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)

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

3 unchanged sentences

2025 Omnibus Incentive P lan (2 2 )

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

Restricted St ock Award Agreement, dated August 11, 2025, under the Sache m Capital Corp.

2025 Omnibus Incentive P lan between Sachem Cap ital Corp.

Villano (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) *

E mployment Agreement by and between Jeffery C.

Walrave n and Sachem Capital Corp.

effective as of September 1, 2025 (24)

Restricted Stock Award Agreement, dated September 3, 2025, under the Sachem Capital Corp.

2025 Omnibus Incentive Plan between Sachem Capital Corp.

and each of Arthur Goldberg and Brian Prin z*

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) (24)

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

22 unchanged sentences

*** 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.:

2 unchanged sentences

(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.

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

11 unchanged sentences

(16) 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.

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

4 unchanged sentences

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

(23) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and incorporated herein by reference.

(24) Previously filed as an exhibit to the Current Report on Form 8-K on September 5, 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

November 5, 2025

President and Chief Executive Officer

(Principal Executive Officer)

August 5, 2025

November 5, 2025

/s/ Jeffery C.

Interim Chief Financial Officer

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