Sachem Capital Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our Principal Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025 (the “Evaluation Date”). 52 Table of Contents Based on this evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, including our chief executive and interim chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of John L. Villano and Jeffery C. Walraven, our Principal Executive Officer and Principal Accounting Officer, respectively, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of management and the Board; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our internal control system was designed to provide reasonable assurances to our management and the Board regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO (the “COSO Framework”). The COSO Framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Report. Changes in Internal Control Over Financial Reporting 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 December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the quarter ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 53 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors are elected annually by our shareholders and serve for one-year terms until his/her successor is elected and qualified or until such director’s earlier death, resignation or removal. The executive officers are appointed by and serve at the pleasure of the Board. Our executive officers and directors, and their respective ages as of the March 12, 2026, are as follows: Name Age Position John L. Villano 65 Chairman of the Board, Chief Executive Officer and President Jeffery C. Walraven 56 Executive Vice President and Chief Financial Officer Leslie Bernhard (1)(4) 82 Director Arthur L. Goldberg (2)(4) 87 Director Brian A. Prinz (3)(4) 73 Director _____________________ (1) Chair of the Compensation Committee (“Compensation Committee”). (2) Chair of the Audit Committee (“Audit Committee”). (3) Chair of the Nominating and Corporate Governance Committee (“Nominating and Corporate Governance Committee”). (4) Member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Set forth below is a brief description of the background and business experience of our executive officers and directors: John L. Villano , one of our founders, is Chairman of the Board, Chief Executive Officer and President. Mr. Villano was appointed as a director and Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer and Secretary in February 2017, immediately prior to our initial public offering. In November 2019, upon the resignation of his brother, Jeffrey C. Villano, he became our sole Chief Executive Officer and was appointed Treasurer in addition to his then current positions with the Company and resigned as Secretary. Mr. Villano served as our Chief Financial Officer until August 2022 and as our Treasurer until July 2022. He served as our Interim Chief Financial from May 2023 until June 2024. Mr. Villano has been designated as our principal executive officer. Mr. Villano is a certified public accountant and was engaged in the private practice of accounting and auditing for almost 30 years. His responsibilities include overseeing all aspects of our business operations, including loan origination and servicing, investor relations, brand development and business development. He is also responsible for all our accounting and financial matters. Mr. Villano holds a bachelor’s degree in accounting from the University of Rhode Island in 1982. We believe that Mr. Villano’s experience in managing our business since its inception and his professional background as a certified public accountant make him an important part of our management team and make him a worthy candidate to serve on the Board and to lead the Board as Chairman. Jeffery C. Walraven serves as Executive Vice President and Chief Financial Officer, a position he has held since September 1, 2025. He previously served as a director of the Company beginning in August 2024 and was appointed Interim Chief Financial Officer in December 2024. In conjunction with his promotion to Executive Vice President and Chief Financial Officer, Mr. Walraven resigned from the Board. Mr. Walraven brings experience in public company accounting, corporate capital markets and background in the real estate industry. Mr. Walraven is a co-founder and chief operating officer of Freehold Properties, Inc., a real estate investment trust (REIT) focused on specialty industrial and retail real estate, since its formation in May 2019. In addition, he has served as an independent director and member of the audit committee of Broad Street Realty, Inc. (OTCQX: BRST), a real estate company that owns, operates, develops, and redevelops primarily essential grocery-anchored shopping centers and mixed-use properties, since September 2023. From January 2014 to May 2019, Mr. Walraven served as executive vice president and chief financial officer of MedEquities Realty Trust, Inc. (formerly NYSE: MRT), a REIT specializing in healthcare properties. From July 2007 to June 2014, Mr. Walraven served as an assurance partner of BDO USA, LLP, an international accounting firm, and was appointed managing partner of BDO USA’s Memphis office in January 2013. Mr. Walraven is formerly a certified public accountant (actively licensed 1996 to 2016) and graduated from Bob Jones University with a B.S. in Financial Management and from Clemson University with an M.P.A. in professional accountancy. We believe Mr. Walraven’s experience in public 54 Table of Contents company accounting, corporate capital markets and background in the real estate industry make him an important part of our management team. Leslie Bernhard was appointed as a director in February 2017. Ms. Bernhard brings extensive public company experience both as a member of C-level management and as a director of multiple corporations. In February 2024, Ms. Bernhard joined the board of directors of Sharplink Gaming Inc. (NASDAQ: SBET), an online technology company. In addition, since November 2023, she has been serving as the chairman of the board of Nexalin Technology, Inc. (NASDAQ: NXL), a company that designs and develops medical devices that utilizes bioelectronic medical technology. She served as an independent director of Milestone Scientific Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices, from May 2003 until January 4, 2023 and as the non-executive chairman of the Milestone board of directors from October 2009 through January 4, 2023. She also served as interim chief executive officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Ms. Bernhard served as an independent director of Universal Power Group, Inc. (NYSE American: UPGI), a global supplier of power solutions, and as a consultant to Universal Power Group, Inc. from September 2018 to December 2020. In 1986, Ms. Bernhard co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry taking it public in 1999 (NASDAQ: ADST), and served as its president, chief executive officer and executive director until 2012. Ms. Bernhard holds a BS Degree in Education from St. John’s University. We believe that Ms. Bernhard’s experience as an entrepreneur and her service as a director of other public corporations enable her to make important contributions to the Board. Arthur L. Goldberg was appointed as a director in February 2017. He has been a private accounting and business consultant since April 2012. He has also held senior executive positions, including chief financial officer and chief operating officer, and served as a director of several public and private companies. From March 2011 through June 2015, he served as a director of Sport Haley Holdings, Inc., a manufacturer and distributor of sportswear and furniture. From January 2008 through March 2013, he served as a member of the board of directors of SED International Holdings, Inc. (OTC: SEDN), a distributor of consumer electronics. From January 2008 through March 2012, he served as the chief financial officer of Clear Skies Solar, Inc., an installer of solar panels. From January 2008 through June 2008, he served as the chief financial officer of Milestone Scientific, Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices. From June 1999 through April 2005, Mr. Goldberg was a partner with Tatum CFO Partners, LLP, which provided interim CFO staffing services for public and private companies. Mr. Goldberg is an attorney and a certified public accountant and holds a B.B.A. degree from the City College of New York, an M.B.A. from the University of Chicago and J.D. and LLM degrees from the New York University School of Law. Mr. Goldberg was selected as a director because of his experience as the senior executive, operations and financial officer of several public companies and because of his background in accounting and law. We believe that his background and experience provide the Board with a perspective on corporate finance matters. Given his financial experience, the Board has also determined that Mr. Goldberg qualifies as the Audit Committee financial expert, pursuant to Item 407(d)(5) of Regulation S-K promulgated by the SEC. Brian A. Prinz was appointed as a director in February 2017. He is currently retired and, since 2016, has been a member of the board of directors of Current, Inc., a leading manufacturer of laminated products including sheeting, tubes, rods, spacers and standoffs, as well as electrical grade laminates, a variety of carbon fiber products and other industrial products, which are used in various industries including construction, recreation, energy exploration and defense. From September 2022 to September 2023, Mr. Prinz served as a consultant to Current, Inc. Prior to that, from September 2001 to September 2022, he was the president and chief financial officer of Current, Inc., with which he was employed since 1976. Mr. Prinz graduated from Bryant College with a B.A. in 1976. We believe that his background and experience make him well qualified to serve as a member of the Board. Audit Committee The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, oversees our accounting and financial reporting processes, internal systems of accounting and financial controls, relationships with auditors and audits of financial statements. Mr. Goldberg is the chair of the Audit Committee and qualifies as an “audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K. Code of Ethics We have adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer and other persons performing similar functions. The Code of Ethics is posted on our web site at www.sachemcapitalcorp.com . We will also provide a copy of the Code of Ethics to any person without charge, upon written request addressed to our Corporate Secretary at our principal executive office located at 568 East Main Street, Branford, CT 06405. In addition, we intend to post on our website all disclosures that are required by law or the NYSE 55 Table of Contents American LLC (the “NYSE American”) listing standards concerning any amendments to, or waivers from, any provision of our Code of Ethics. Item 11. Executive Compensation. Our “named executive officers” as defined in Item 402(m)(2) of Regulation S-K (the “ Named Executive Officers ”) for the years ended December 31, 2025 and 2024 were John L. Villano, our Chief Executive Officer and President , and Jeffery C. Walraven, our Executive Vice President and Chief Financial Officer. The following table sets forth information regarding the compensation earned by or awarded or paid to, as applicable, the Named Executive Officers for the years ended December 31, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (1) ($) All Other Compensation ($) Total ($) John L. Villano 2025 $ 750,000 $ 675,000 $ 125,000 $ 94,589 (2) $ 1,644,589 Chairman of the Board, President, Chief Executive Officer and Director 2024 $ 750,000 $ 300,000 $ 506,712 $ 155,265 (3) $ 1,711,977 Jeffery C. Walraven (4) 2025 $ 689,231 $ 50,000 $ 323,800 $ 25,122 (5) $ 1,088,153 Executive Vice President and Chief Financial Officer 2024 $ 31,250 $ — $ — $ 42,500 (6) $ 73,750 _________________ (1) Represents the grant date fair value of the restricted stock awards granted in 2025 and 2024. In each case, the amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our Common Shares on the date of grant. The value ultimately realized by the Named Executive Officers upon vesting of the awards may or may not be equal to this determined amount. (2) Represents (i) an auto allowance of $26,000 per annum, (ii) a one-time payment by the Company in the amount of $44,908 to cover the estimated tax liability for the restricted stock awards to Mr. Villano that vested in 2025, (iii) dividends received by Mr. Villano in 2025 on an aggregate of 230,814 unvested Common Shares totaling $23,081, and (iv) reimbursements for personal expenses incurred totaling $600 pursuant to the terms of Mr. Villano’s employment agreement. (3) Represents (i) an auto allowance of $26,000 per annum, (ii) a one-time payment by the Company in the amount of $123,729 to cover the estimated tax liability for the restricted stock awards to Mr. Villano that vested in 2024, and (iii) reimbursements for insurance costs incurred totaling $5,536 pursuant to the terms of Mr. Villano’s employment agreement. (4) In December 2024, Jeffery C. Walraven was appointed as our Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Walraven entered into a Letter Agreement, dated December 13, 2024, pursuant to which Mr. Walraven received compensation at the rate of $62,500 per month. Effective September 1, 2025, Mr. Walraven was promoted to Executive Vice President and Chief Financial Officer. At that time, the Company entered into an employment agreement with Mr. Walraven as further discussed below. This table includes all compensation to Mr. Walraven in 2025 across his various titles. (5) Represents dividends received by Mr. Walraven in 2025 on an aggregate of 251,220 unvested Common Shares.. (6) Mr. Walraven was appointed to the Board on August 21, 2024 and served in that capacity through December 12, 2024, earning $42,500 in director compensation. Effective as of December 13, 2024, Mr. Walraven was appointed as our Interim Chief Financial Officer at a monthly compensation rate of $62,500, earning $31,250 for the remainder of 2024. 56 Table of Contents Employment Agreements Employment Agreement with John L. Villano In August 2016, in anticipation of our initial public offering, we entered into an employment agreement with John L. Villano. The material terms of Mr. Villano’s employment agreement are as follows: • Mr. Villano serves as our Chairman, Chief Executive Officer and President. He also served as our Interim Chief Financial Officer until June 2024. • The employment agreement has an initial term of five years commencing in February 2017 unless terminated earlier in accordance with his employment agreement. The employment agreement is automatically extended for subsequent one year periods on each anniversary date unless either party provides written notice not to renew at least 180 days before the next anniversary date, in which case the agreement will terminate on the next anniversary date. • In April 2022, Mr. Villano’s base salary was increased to $750,000 per annum, effective retroactive as of January 1, 2022. • Mr. Villano is entitled to annual cash incentive compensation targeted at 50% of base salary, but in such amount as determined by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion. • Mr. Villano is entitled to a time-based equity award with a grant date value equal to his annual base salary. as determined by the Compensation Committee in its sole discretion. • Mr. Villano has the right to participate in all retirement, pension, deferred compensation, insurance, and other benefit plans adopted and maintained by us for the benefit of employees and is entitled to additional compensation in an amount equal to the cost of any such benefit plan or program if he chooses not to participate. • Mr. Villano is indemnified to the full extent permitted by law against and for any claims, liabilities, losses, expenses and costs incurred that relate to any acts or omission taken in his capacity as an officer or director. • Mr. Villano is subject to a two-year non-competition covenant if his employment is terminated for “Cause” (as defined in his employment agreement). • In the event any payment to Mr. Villano is subject to an excise tax under the Code, he will receive an additional amount equal to the amount of the excise tax and any other taxes (whether in the nature of excise taxes or income taxes) in order to put Mr. Villano in the same net after-tax position as if the payment were not subject to any excise tax. Mr. Villano’s employment agreement provides that the Company may terminate his employment at any time with or without “Cause.” It also provides that his employment will terminate upon his death or disability. The employment agreement provides that Mr. Villano is not entitled to any severance if his employment is terminated by the Company for “Cause”. If Mr. Villano’s employment is terminated by the Company without “Cause,” due to Mr. Villano’s death or disability or if Mr. Villano resigns for “Good Reason” (as defined in the employment agreement, which includes a “change in control” of the Company), he is entitled to receive: (i) his annual base salary effective at the time of termination, (ii) prorated incentive compensation for the year of termination based on the number of months worked in such year, (iii) a lump sum payment equal to 4 times the sum of (x) his annual base salary effective as of the date of termination and (y) the highest incentive compensation paid to Mr. Villano during the most recent three calendar years prior to the date of termination; (iv) any deferred compensation and accrued vacation pay; (v) continuation for up to 12 months after termination of health and welfare and long-term disability benefits; (vi) any other compensation or benefits as may be provided under any plans or programs of the Company and (vii) full accelerated vesting of any stock options held by Mr. Villano. Letter Agreement and Employment Agreement with Jeffery C. Walraven In December 2024, Jeffery C. Walraven was appointed as our Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Walraven entered into a Letter Agreement, dated December 13, 2024, pursuant to which Mr. Walraven received compensation at the rate of $62,500 per month. Mr. Walraven provided service on a month-to-month basis and the Letter Agreement could be terminated by either party as of the end of any calendar month at any time by written notice to the other party no later than the 15th day of that month. Effective September 1, 2025, the Company promoted Jeffery C. Walraven to the position of Executive Vice President and Chief Financial Officer. In connection with Mr. Walraven's promotion, the Company and Mr. Walraven 57 Table of Contents entered into an Employment Agreement, effective as of September 1, 2025. The material terms of Mr. Walraven’s employment agreement are as follows: • Mr. Walraven serves as Executive Vice President and Chief Financial Officer. • The employment agreement remains effective until terminated by either party in accordance with the terms of the employment agreement. • Mr. Walraven will receive an annual base salary of $600,000. • Mr. Walraven is entitled to annual cash incentive compensation targeted at 50% of base salary, but in such amount as determined by the Compensation Committee in its sole discretion. • Mr. Walraven is entitled to annual long-term equity incentive award with a target grant date fair value of $250,000. The actual amount of the award, if any, is determined by the Compensation Committee in its sole discretion. • Mr. Walraven is entitled to discretionary incentive compensation upon the successful closing of certain capital transactions. The determination of whether an incentive is earned, as well as the specific amount of any such payment, is determined by the Board or the Compensation Committee in their sole discretion. • Mr. Walraven has the right to participate in all retirement, pension, deferred compensation, insurance, and other benefit plans adopted and maintained by us for the benefit of employees. • Mr. Walraven is subject to a two-year non-competition covenant if his employment is terminated for “Cause” (as defined in his employment agreement). Mr. Walraven’s employment agreement provides that the Company may terminate his employment at any time with or without “Cause” (as defined in the employment agreement). It also provides that his employment will terminate upon his death or disability. Regardless of the manner of termination, Mr. Walraven is entitled to receive certain “Accrued Obligations” (as defined in the employment agreement). The employment agreement provides that Mr. Walraven is not entitled to any severance if his employment is terminated by the Company for “Cause”. If Mr. Walraven’s employment is terminated by the Company without “Cause,” or if Mr. Walraven resigns for “Good Reason” (as defined in the employment agreement), he is entitled to: (i) receive a lump sum payment equal to two times the sum of (a) his annual base salary and (b) the average annual bonus for the most recent three calendar years (or such shorter period as he was employed by the Company) prior to termination; (ii) receive prorated incentive compensation for the year of termination based on the number of months worked in such year; and (iii) continued payment by the Company of the employer-portion of his health insurance (COBRA) premiums at the active employee rate for up to 12 months (or until he becomes eligible for group medical benefits from another employer). Executive Compensation Elements The following describes the material terms of the elements of our executive compensation program during 2025. Base Salaries Base salaries for our Named Executive Officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of the executive officers’ responsibilities, and competitive market compensation paid by other companies for similar positions within the industry and geography. Annual base salaries are intended to provide a fixed component of compensation to our Named Executive Officers, reflecting their skill sets, experience, roles, and responsibilities. Bonuses For the year ended December 31, 2024, Mr. Villano was entitled to a “target bonus” of $375,000. On March 10, 2025, the Compensation Committee awarded Mr. Villano a bonus of $300,000 based on the Company’s performance for 2024, which was paid in one lump sum in 2025. 58 Table of Contents For the year ended December 31, 2025, Mr. Villano and Mr. Walraven were each entitled to a “target bonus” of $375,000 and $100,000, respectively. On March 6, 2026, the Compensation Committee awarded Mr. Villano and Mr. Walraven a bonus of $375,000 and $100,000, respectively, based on the Company’s performance for 2025 which is payable in 2026. Mr. Walraven's amount for 2025 was a pro rated amount of his annual target from the effective date of his employment agreement on September 1, 2025. Equity Compensation We maintained the Sachem Capital Corp. 2016 Equity Compensation Plan and now maintain the Sachem Capital Corp. 2025 Omnibus Incentive Plan, under which we may grant equity awards to our directors, employees (including our Named Executive Officers), and consultants. In February 2023, Mr. Villano received a grant of 130,890 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2024, 2025 and 2026, subject to Mr. Villano’s continued service with the Company on the vesting date; provided that such restricted stock award will become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”. In March 2024, Mr. Villano received a grant of 111,857 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2025, 2026, and 2027, subject to Mr. Villano’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”. In August 2025, Mr. Villano received a grant of 112,613 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2026, 2027, and 2028, subject to Mr. Villano’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”. In March 2025, Mr. Walraven received a grant of 20,000 shares of restricted stock. Such restricted stock award vests in four equal installments on each of March 10, 2025, 2026, 2027, and 2028, subject to Mr. Walraven’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Walraven’s employment is terminated without “Cause” or due to resignation for “Good Reason”. In September 2025, Mr. Walraven received a grant of 236,220 shares of restricted stock. Such restricted stock award cliff vests on September 3, 2028, subject to Mr. Walraven’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Walraven’s employment is terminated without “Cause” or due to resignation for “Good Reason”. Retirement Plan The Company maintains the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees who meet the participation criteria are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3% of a participant’s compensation to the 401(k) Plan. Employee Benefits and Perquisites Our Named Executive Officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees generally. We also provide our Named Executive Officers with term life insurance and disability insurance at our expense as we do for all of our full-time employees. Except for the benefits provided to Mr. Villano under his employment agreement, we do not provide our Named Executive Officers with any other significant perquisites or other personal benefits. 59 Table of Contents Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information concerning outstanding equity awards to the Named Executive Officers as of December 31, 2025. Stock Awards Name Grant Date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) (1) John L. Villano 02/17/23 43,630 (2) 45,375 03/19/24 74,571 (2) 77,554 08/11/25 112,613 (2) 117,118 Jeffery C. Walraven 03/10/25 15,000 (3) 15,600 09/03/25 236,220 (4) 245,669 _____________________ (1) Calculated based on the closing price of our Common Shares of $1.04 per share on December 31, 2025. (2) One-third of each restricted stock award vests on January 1st of the first three years following the grant date, subject to Mr. Villano's continued service with the Company. Unvested shares may not be transferred, sold, pledged, hypothecated or assigned, and are subject to forfeiture. (3) One-fourth of this restricted stock award vests on March 10, 2025, 2026, 2027 and 2028, subject to Mr. Walraven's continued service with the Company. Unvested shares may not be transferred, sold, pledged, hypothecated or assigned, and are subject to forfeiture. (4) This award has cliff vesting on September 3, 2028. Compensation of Directors The Board periodically reviews the type and form of compensation paid to our non-employee directors. Based on this review, the Board makes adjustments to the non-employee director compensation program in an effort to provide competitive compensation to our non-employee directors. For 2025, our Compensation Committee retained Farient Advisors, LLC (“Farient”) to provide it with information, recommendations, and other advice relating to director compensation. Our non-employee director compensation plan, as amended on September 29, 2025 (the “Director Plan”), provides the following compensation for our non-employee directors effective October 1, 2025: • each non-employee director receives cash compensation in the total amount of $150,000 (previously $90,000) per year, which amount is paid in equal quarterly installments of $37,500 (previously $22,500) on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1); • each non-employee director may elect to receive up to 50% of any quarterly installment in the form of fully vested Common Shares based on the closing price of such shares on the last trading day immediately prior to the date on which the affected payment is to be made; • the additional cash compensation payable to the chairperson of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee remain unchanged as follows: • the chairperson of the Audit Committee receives an additional cash compensation of $7,500 per year, payable in equal quarterly installments of $1,875 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1); • the chairperson of the Compensation Committee receives an additional cash compensation of $5,000 per year, payable in equal quarterly installments of $1,250 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1); • the chairperson of the Nominating and Corporate Governance Committee receives an additional cash compensation of $2,500 per year, payable in equal quarterly installments of $625 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1); and 60 Table of Contents • the non-employee director serving on our Loan Approval Committee receives an additional cash compensation of $10,000 per year, payable in equal quarterly installments of $2,500 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1). John L. Villano, an executive officer as well as a director, does not receive compensation in connection with his position as a member of the Board. The following table provides compensation information for the year ended December 31, 2025 for each of the non-employee directors. The table excludes Mr. Villano, who is a Named Executive Officer of the company and did not receive any additional compensation for his service as a director in 2025. The compensation received by Mr. Villano during 2025 is set forth above under “Executive Compensation — 2025 Summary Compensation Table.” Name Fees Earned or Paid in Cash ($) (1) Stock Awards($) (2) All Other Compensation Total ($) Leslie Bernhard $ 163,778 — — $ 163,778 Arthur L. Goldberg $ 122,478 43,800 — $ 166,278 Brian A. Prinz $ 125,603 43,800 — $ 169,403 _____________________ (1) Prior to October 1, 2025, each non-employee director had the option to elect to receive an additional cash compensation of $20,000 payable in a lump sum or a grant of fully vested Common Shares with a grant date value of $20,000 based on the fair market value of our Common Shares on the date he or she is re-elected to serve on the Board . Upon their re-election to the Board at our 2025 Annual Meeting of Shareholders, Ms. Bernhard chose the cash option and Messrs. Goldberg and Prinz chose the share option. (2) Represents the grant date fair value of the restricted stock awards granted in 2025. In each case, the amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our Common Shares on the date of grant. The value ultimately realized by the directors upon vesting of the awards may or may not be equal to this determined amount. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table, together with the accompanying footnotes, sets forth information, as of the March 10, 2026, regarding stock ownership of all persons known by us to own beneficially more than 5% of our outstanding Common Shares including our Named Executive Officers, all directors, and all directors and executive officers as a group: Name of Beneficial Owner (1) Number of Common Shares Beneficially Owned (2) Percentage of Class (3) Executive Officers and Directors John L. Villano (4) 1,919,805 4.00 % Jeffery C. Walraven (5) 256,220 * Leslie Bernhard (6) 8,250 * Arthur L. Goldberg (7) 73,869 * Brian A. Prinz (7) 418,359 * All executive officers and directors as a group (5 persons) 2,676,503 5.58 % _____________________ * Less than 1%. (1) Unless otherwise provided, the address of each of the individuals above is c/o Sachem Capital Corp., 568 East Main Street, Branford, CT 06405. (2) A person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days upon the exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within sixty (60) days have been exercised or converted. Except as otherwise indicated, and subject to applicable community property and similar laws, each of the 61 Table of Contents persons named has sole voting and investment power with respect to the Common Shares shown as beneficially owned. (3) All percentages are determined based on 47,967,172 Common Shares outstanding as of March 10, 2026. (4) Includes 112,360 restricted Common Shares which are subject to vesting including: (i) 74,823 shares vesting on January 1, 2027; and (ii) 37,537 shares vesting on January 1, 2027. Also includes 10,863 Common Shares owned by Mr. Villano’s wife. Mr. Villano disclaims ownership of the 10,863 Common Shares owned by his wife for the purposes of section 13(d) or 13(g) of the Exchange Act. (5) Includes 246,220 restricted Common Shares which are subject to vesting including: (i) 5,000 shares vesting on each March 10, 2027 and 2028; and (ii) 236,220 shares cliff vesting on September 3, 2028. (6) Includes 1,500 restricted Common Shares which are subject to vesting on September 7, 2026. (7) Includes 11,500 restricted Common Shares which are subject to vesting including: (i) 1,500 shares vesting on September 7, 2026; and (ii) 5,000 shares vesting on each of March 10, 2027 and 2028. Equity Compensation Plan Information The following table gives information about shares of our common stock that may be issued under the Sachem Capital Corp. 2025 Omnibus Incentive Plan as of December 31, 2025: Plan category Number of securities to be issued upon exercise issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (a) (b) (c) Equity compensation plans approved by security holders — Not applicable 2,553,447 Total — Not applicable 2,553,447 Item 13. Certain Relationships and Related Transactions and Director Independence. Related Party Transactions We have adopted a policy that prohibits any transaction between us and a related party unless the terms of that transaction are no less favorable to us than if we had entered into the same transaction with an unrelated party and the transaction is approved by our Audit Committee or other independent committee of the board of directors, in the case where it is inappropriate for our Audit Committee to review such a transaction due to a conflict of interest. During the years ended December 31, 2025 and 2024, the daughter of our Chief Executive Officer was paid $0.2 million and $0.2 million, respectively, for internal audit and compliance services provided to us. Director Independence The current members of the Board are John L. Villano, Leslie Bernhard, Arthur L. Goldberg, and Brian A. Prinz. The Board has determined, in accordance with the NYSE American Company Guide (“NYSE Rules”), that: (i) Ms. Bernhard and Messrs. Goldberg and Prinz are independent and represent a majority of its members; and (ii) Ms. Bernhard and Messrs. Goldberg and Prinz, as the members of the Audit Committee, the Nominating and Corporate Governance Committee and Compensation Committee, are independent for such purposes. In determining director independence, the Board applies the independence standards set by NYSE American. In applying these standards, the Board considers all transactions with the independent directors and the impact of such transactions, if any, on any of the independent directors’ ability to continue to serve on the Board. We have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Members of each committee must also meet applicable independence tests of the NYSE American and SEC. In connection with this determination, each director and executive officer completes a questionnaire which requires disclosure of, among other topics: any transactions or relationships between any director or any member of his or her immediate family and the Company and its subsidiaries, affiliates, our independent registered public accounting 62 Table of Contents firm or any advisors to the Compensation Committee; any transactions or relationships between any director or any member of his or her immediate family and members of the senior management of the Company or their affiliates; and any charitable contributions to not-for-profit organizations for which our directors or immediate family members serve as executive officers. The Board has determined that each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is made up entirely of independent directors as defined under the NYSE Rules. Item 14. Principal Accounting Fees and Services Effective November 18, 2024, our Audit Committee engaged Baker Tilly US, LLP ("Baker Tilly") to replace Hoberman & Lesser CPA’s, LLP (“Hoberman”) as our principal accounting firm. The aggregate fees billed by our principal accounting firms for the years ended December 31, 2025 and 2024 are as follows: 2025 2024 Audit fees (1) $ 540,126 $ 388,958 Audit-Related Fees — — Tax Fees (2) 99,435 70,800 All other fees — — Total fees $ 639,561 $ 459,758 _____________________ (1) Fees for services related to the audit of the Company’s consolidated financial statements, quarterly reviews of the Company’s unaudited interim consolidated financial statements, and consultation on significant accounting matters of $380,000 and $330,000, respectively, for 2025 and 2024, fees in connection with the Company’s registration statements and comfort letters for offerings in 2025 and 2024 of $130,000 and $41,500, respectively, and fees and expenses in 2025 and 2024 of $30,126 and $17,458, respectively. (2) Fees associated with tax compliance, advice, and planning. In 2025, the audit fees include audit and financial statement review fees from Baker Tilly. These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements. The tax fees include tax compliance, advice, and planning from Baker Tilly. In 2024, the audit fees include aggregate audit and financial statement review fees from Baker Tilly and Hoberman. These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements. The tax fees include tax compliance, advice, and planning from Baker Tilly. Audit Committee Pre-Approval Policy The Audit Committee charter provides that the Audit Committee will pre-approve audit services and non-audit services to be provided by our independent auditors before they are engaged to render these services. The Audit Committee may consult with management in the decision-making process but may not delegate this authority to management. The Audit Committee may delegate its authority to pre-approve services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting. All audit and non-audit services performed by the independent accountants must be pre-approved by the Audit Committee to assure that such services do not impair the auditors’ independence from us. During the year ended December 31, 2025, the Audit Committee pre-approved 100% of the services provided by Baker Tilly. 63 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1 Financial Statements — See Index to Financial Statements on page F-1. 2 Financial Statement Schedules — See (c) below. 3 Exhibits — See (b) below. (b) Certain of the following exhibits were filed as Exhibits to the registration statement on Form S-11 , Registration No. 333-214323 and amendments thereto (the “Registration Statement”) filed by us under the Securities Act and are hereby incorporated by reference. Exhibit No. Description 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 ( 7 ) 3.1(d) Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (1 7 ) 3.1(e) Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 ( 11 ) 3.1(f) Certificate of Amendment to Certificate of Incorporation filed on November 13 , 202 5 ( 26 ) 3.2 Amended and Restated Bylaws, effective as of March 25. 2025 (19) 4.1 Indenture, dated as of June 21, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee ( 3 ) 4.2 Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.( 7 ) 4.3 Fourth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee ( 4 ) 4.4 Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4. 3 above). 4.5 Fifth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee ( 8 ) 4.6 Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4. 5 above) 4.7 Sixth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee ( 20 ) 4.8 Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4. 7 above) 4.9 Seventh Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee ( 1 0) 4.10 Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4. 9 above) 4.11 Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender ( 18 ) 4.12 N ote Purchase and Guaranty Agreement, Dated June 11, 2025 ( 21 ) 4.13(a) De scription o f Common Shares* 4.13(b) Description of 7.75% Ser ies A Cumulative Redeemable Pre ferred Stock * 4.13(c) Description of 6.00% Note due 2026 * 4.13(d) De s cription of 6.00% Note due 2027 * 4.13(e) Description of 7.125% Note due 2027 * 4.13(f) Description of 8.00 % Note due 2027 * 10.1** Employment Agreement by and between John L. Villano and Sachem Capital Corp. (1) 10.1(a)** Amendm ent to Employment Agreement by and between John L. Villano and Sachem Capital Corp. ( 5 ) 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 ( 6 ) 64 Table of Contents 10.4 Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC. and U.S. Bank National Association ( 6 ) 10.5** Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo ( 9 ) 10.6 Credit and Security Agreement, dated as of March 20, 2025, among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent ( 18 ) 10.6(a) Amendment No. 1 to the Credit and Security Agreement, dated as of J une 9 , 202 5 , among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent ( 23 ) 10.6(b) Amendm ent N o. 2 to the Credit and Security Agreement, dated as of January 2 1 , 202 6 , among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent ( 27 ) 10.7** 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 ( 13 ) 10.8** 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 ( 14 ) 10.9 Cooperation Agreement, dated August 20, 2024, between Sachem Capital Corp. and Blackwells Capital LLC, Blackwells Onshore I LLC and Jason Aintabi ( 15 ) 10.10** 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 ( 16 ) 10.11** Final Form of the Restrictive Stock Grant Agreement dated March 10 , 202 5 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Arthur Goldberg , Brian Prinz and Jeff e r y C. Walraven (1 9 ) 10.12 S achem Capital Corp. 2025 Omnibus Incentive Plan (22) 10.13 Restricted Stock Award Agreement, dated August 11, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and John L. 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) (25 ) 10.14** Employment Agreement by and between Jeff e r y C. Walraven and Sachem Capital Corp. effective as of September 1, 2025 (24) 10.15** Restricted Stock Award Agreement, dated September 3, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. 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) 14.1 Code of Ethics(7) 19.1 Insider Trading Policy of the Company ( 28 ) 21.1 List of Subsidiaries* 23.1 Consent of Baker Tilly US, LLP, dated March 12, 2026* 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 ( 14 ) 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 ( 1 2 ) 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 ( 1 2 ) 99.4 Mortgage Release releasing Sachem Capital Corp. from the $1.4 million NHB Mortgage ( 1 2 ) 101.INS XBRL Instance Document * 101.SCH XBRL Taxonomy Extension Schema Document * 65 Table of Contents 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. (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 December 20, 2021 and incorporated herein by reference. (5) Previously filed as an exhibit to the Current Report on Form 8-K on April 14, 2021 and incorporated herein by reference. (6) Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference. (7) Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference. (8) Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference. (9) 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. (10) Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference. (11) Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference. (12) Previously filed as an exhibit to the Current Report on Form 8-K on March 3, 2023 and incorporated herein by reference. (13) 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. (14) 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. (15) Previously filed as an exhibit to the Current Report on Form 8-K on August 26, 2024 and incorporated herein by reference. (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. 66 Table of Contents (17) Previously filed as an exhibit to the Current Report on Form 8-K on December 16, 2024 and incorporated herein by reference. (18) Previously filed as an exhibit to the Current Report on Form 8-K on March 27, 2025 and incorporated herein by reference. (19) 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. (20) Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference. (21) Previously filed as an exhibit to the Current Report on Form 8-K on June 16, 2025 and incorporated herein by reference. (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. (25) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference. (26) Previously filed as an exhibit to the Current Report on Form 8-K on November 18, 2025 and incorporated herein by reference. (27) Previously filed as an exhibit to the Current Report on Form 8-K on January 22, 2026 and incorporated herein by reference. (28) Previously filed as an exhibit to the Current Report on Form 8-K on May 5, 2025 and incorporated herein by reference. (c) No financial statement schedules are included because the information is either provided in the financial statements or is not required under the related instructions or is inapplicable and such schedules therefore have been omitted. Item 16. Form 10-K Summary None. 67 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ John L. Villano John L. Villano, CPA President and Chief Executive Officer (Principal Executive Officer) Date: March 12, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 12, 2026: Signature Title /s/ John L. Villano Chairman, Chief Executive Officer and President John L. Villano, CPA (Principal Executive Officer) /s/ Jeffery C. Walraven Executive Vice President and Chief Financial Officer Jeffery C. Walraven (Principal Accounting and Financial Officer) /s/ Leslie Bernhard Director Leslie Bernhard /s/ Arthur L. Goldberg Director Arthur L. Goldberg /s/ Brian A. Prinz Director Brian A. Prinz 68 Table of Contents INDEX TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F- 2 Consolidated Financial Statements: Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Incom e (Loss) F- 6 Consolidated Statements of Changes in Shareholders’ Equity F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of Sachem Capital Corp.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sachem Capital Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Collateral Dependent Assets – Individually Evaluated Loans Held for Investment and Real Estate Owned Loans Critical Audit Matter Description As discussed in Note 2 and Note 3 of the consolidated financial statements, the Company’s individually evaluated loans held for investment and real estate owned loans (collectively, “collateral dependent assets”) totaled $91.6 million and $16.4 million at December 31, 2025, respectively. The valuation of the collateral dependent assets is management’s primary indicator of a potential credit loss or impairment as of the balance sheet date. F-2 Table of Contents We identified the valuation of collateral dependent assets as a critical audit matter. Management utilizes certain unobservable Level 3 inputs, such as independent appraisals of the underlying collateral, anticipated market value, property condition, location, and projected income potential to determine the valuation of the collateral dependent assets. Management also evaluates events or changes in circumstances that may indicate that the carrying amount may not be recoverable. The valuation is material to the financial statements and there is a high level of judgment and estimation uncertainty in determining the fair values. How We Addressed the Matter in Our Audit Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to this critical audit matter included the following, among others: • Evaluating the appropriateness of management’s methodology, including whether qualitative considerations were appropriately designed to identify material adjustments not already incorporated in the valuation estimate and whether the methodology was applied consistently in accordance with the management’s policy; • Testing the completeness and accuracy of data used by management in determining the valuation; and • Utilizing our internal real estate valuation specialists to assist us in evaluating the reasonableness of the significant market-based assumptions used by management to establish an estimate of the valuation of the collateral dependent assets. /s/ Baker Tilly US, LLP Philadelphia, Pennsylvania March 12, 2026 We have served as the Company’s auditor since 2024. F-3 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Years Ended December 31, 2025 2024 Assets Cash and cash equivalents $ 10,924 $ 18,066 Investment securities (at fair value) 936 1,517 Loans held for investment (net of deferred loan fees of $ 2,230 and $ 1,950 ) 375,188 375,041 Allowance for credit losses ( 11,510 ) ( 18,470 ) Loans held for investments, net of allowances for credit losses 363,678 356,571 Loans held for sale (net of valuation allowance of $ — and $ 4,880 ) — 10,970 Interest and fees receivable (net of allowance of $ 2,598 and $ 3,133 ) 4,116 3,768 Due from borrowers (net of allowance of $ 1,084 and $ 1,135 ) 6,978 5,150 Real estate owned (net of impairment of $ 1,110 and $ 465 ) 16,402 18,574 Investments in limited liability companies 39,132 53,942 Investments in developmental real estate, net 9,719 14,032 Property and equipment, net 3,160 3,222 Other assets 5,002 6,164 Total assets $ 460,047 $ 491,976 Liabilities and Shareholders' Equity Liabilities: Notes payable (net of deferred financing costs of $ 1,905 and $ 3,713 ) $ 171,349 $ 226,526 Senior secured notes payable (net of deferred financing costs of $ 3,427 and $ — ) 86,573 — Repurchase agreements — 33,708 Mortgage payable 917 1,002 Lines of credit 19,000 40,000 Accounts payable and accrued liabilities 3,255 4,377 Advances from borrowers 4,016 4,047 Below market lease intangible — 665 Total liabilities 285,110 310,325 Commitments and contingencies – Note 14 Shareholders’ equity: Preferred shares - $ 0.001 par value; 5,000,000 shares authorized; 3,332,000 and 2,903,000 shares designated as Series A Preferred Stock at December 31, 2025 and 2024, respectively; 2,312,758 and 2,306,748 shares of Series A Preferred Stock issued and outstanding at December 31, 2025 and 2024, respectively 2 2 Common stock - $ 0.001 par value; 200,000,000 shares authorized; 47,684,955 and 46,965,306 issued and outstanding at December 31, 2025 and 2024, respectively 48 47 Additional paid-in capital 257,905 256,956 Cumulative net earnings 41,826 35,518 Cumulative dividends paid ( 124,844 ) ( 110,872 ) Total shareholders’ equity 174,937 181,651 Total liabilities and shareholders’ equity $ 460,047 $ 491,976 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Years Ended December 31, 2025 2024 Interest income from loans $ 32,222 $ 43,154 Interest income from limited liability company investments 4,838 5,127 Interest expense and amortization of deferred financing costs ( 25,390 ) ( 27,798 ) Net interest income 11,670 20,483 Provision for credit losses related to loans held for investment ( 3,280 ) ( 26,928 ) Gain (loss) on sale of loans 121 ( 21,973 ) Change in valuation allowance related to loans held for sale 1,014 ( 4,880 ) Net interest income (loss) after provision for credit losses related to loans held for investment, gain (loss) on sale of loans, and changes in valuation allowance related to loans held for sale 9,525 ( 33,298 ) Other income Fee income from loans 5,978 8,594 Income from limited liability company investments 467 112 Other investment income 141 391 Gain on investment securities 1,566 178 Other income 1,726 122 Total other income 9,878 9,397 Operating expenses Compensation and employee benefits ( 7,661 ) ( 6,824 ) General and administrative expenses ( 6,482 ) ( 6,841 ) Impairment loss on real estate owned ( 1,060 ) ( 492 ) Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net 4,055 439 Other expenses ( 1,947 ) ( 1,952 ) Total operating expenses ( 13,095 ) ( 15,670 ) Net income (loss) 6,308 ( 39,571 ) Preferred stock dividends ( 4,472 ) ( 4,304 ) Net income (loss) attributable to common shareholders 1,836 ( 43,875 ) Basic and diluted earnings (losses) per Common Share $ 0.04 $ ( 0.93 ) Basic and diluted weighted average Common Shares outstanding 46,893,413 47,413,012 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except share and per share data) Years Ended December 31, 2025 2024 Net income (loss) $ 6,308 $ ( 39,571 ) Other comprehensive income (loss): Unrealized holding gains on available for sale (“AFS”) securities — — Less: Reclassification adjustment for gains / losses realized in net (loss) income — ( 316 ) Less: Reclassification of losses from unrealized to provision for credit losses — — Other comprehensive income (loss) — ( 316 ) Comprehensive income (loss), net 6,308 ( 39,887 ) Preferred stock dividend ( 4,472 ) ( 4,304 ) Total comprehensive income (loss) attributable to common shareholders $ 1,836 $ ( 44,191 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (in thousands, except share data) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Preferred Shares Common Shares Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Cumulative Net Earnings Cumulative Dividends Paid Totals Shares Amount Shares Amount Balance, January 1, 2024 2,029,923 $ 2 46,765,483 $ 47 $ 249,826 $ 316 $ 75,089 $ ( 95,204 ) $ 230,076 Issuance of Series A Preferred Stock, net of expenses 276,825 — — — 5,706 — — — 5,706 Issuance of Common Shares, net of expenses — — 568,711 1 2,049 — — — 2,050 Repurchase of Common Shares — — ( 581,745 ) ( 1 ) ( 1,488 ) — — — ( 1,489 ) Stock-based compensation — — 212,857 — 863 — — — 863 Reclassification adjustment for gains/losses realized in net loss — — — — — ( 316 ) — — ( 316 ) Dividends paid on Series A Preferred Stock — — — — — — — ( 4,304 ) ( 4,304 ) Dividends paid on Common Shares — — — — — — — ( 11,364 ) ( 11,364 ) Net loss — — — — — — ( 39,571 ) — ( 39,571 ) Balance, December 31, 2024 2,306,748 $ 2 46,965,306 $ 47 $ 256,956 $ — $ 35,518 $ ( 110,872 ) $ 181,651 Issuance of Series A Preferred Stock, net of expenses 6,010 — — — 109 — — — 109 Stock-based compensation, less shares forfeited — — 719,649 1 840 — — — 841 Dividends paid on Series A Preferred Stock — — — — — — — ( 4,472 ) ( 4,472 ) Dividends paid on Common Shares — — — — — — — ( 9,500 ) ( 9,500 ) Net income — — — — — — 6,308 — 6,308 Balance, December 31, 2025 2,312,758 $ 2 47,684,955 $ 48 $ 257,905 $ — $ 41,826 $ ( 124,844 ) $ 174,937 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 6,308 $ ( 39,571 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization of deferred financing costs 2,202 2,456 Depreciation expense 525 372 Stock-based compensation 840 863 Provision for credit losses related to loans held for investment 3,280 26,928 Change in valuation allowance related to loans held for sale ( 1,014 ) 4,880 (Gain) loss on sale of loans ( 121 ) 21,973 Impairment loss on real estate owned 1,060 492 Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net ( 4,055 ) ( 439 ) Gain on extinguishment of debt ( 140 ) — Gain on investment securities ( 1,566 ) ( 178 ) Deferred loan fees revenue 280 ( 2,697 ) Changes in operating assets and liabilities: Interest and fees receivable, net ( 191 ) 2,476 Other assets ( 766 ) 2,676 Due from borrowers, net ( 3,681 ) ( 1,431 ) Accounts payable and accrued liabilities ( 268 ) 1,041 Advances from borrowers ( 31 ) ( 6,951 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 2,662 12,890 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of investment securities — ( 7,767 ) Proceeds from the sale of investment securities 2,147 43,888 Purchase of interests in limited liability companies ( 6,447 ) ( 18,271 ) Proceeds from limited liability companies returns of capital 21,257 7,366 Proceeds from sale of real estate owned 7,511 1,624 Acquisitions of and improvements to real estate owned — ( 510 ) Proceeds from sale of investments in developmental real estate and property and equipment 19,874 9 Purchase of property and equipment ( 162 ) ( 77 ) Improvements in investment in rental real estate ( 3,216 ) ( 3,025 ) Principal disbursements for loans ( 151,776 ) ( 134,298 ) Principal collections on loans 140,162 190,971 NET CASH PROVIDED BY INVESTING ACTIVITIES 29,350 79,910 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from lines of credit 75,840 27,959 Repayments on lines of credit ( 96,840 ) ( 49,751 ) Proceeds from repurchase agreements 11,693 19,055 Repayments of repurchase agreements ( 45,401 ) ( 11,808 ) Repayment of mortgage payable ( 85 ) ( 79 ) Dividends paid on Common Shares ( 9,500 ) ( 16,508 ) Dividends paid on Series A Preferred Stock ( 4,472 ) ( 4,304 ) Proceeds from issuance of Senior Secured Notes 90,000 — Payment of deferred financing costs ( 3,653 ) — Proceeds from issuance of common shares, net of expenses — 2,049 Repurchase of Common Shares — ( 1,488 ) Proceeds from issuance of Series A Preferred Stock, net of expenses 109 5,706 Repayment of notes payable ( 56,845 ) ( 58,163 ) NET CASH USED IN FINANCING ACTIVITIES ( 39,154 ) ( 87,332 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 7,142 ) 5,468 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 18,066 12,598 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 10,924 $ 18,066 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Years Ended December 31, 2025 2024 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Cash paid during the period for interest $ 22,677 $ 25,300 Cash paid during the period for income tax $ 63 $ 115 Real estate acquired in connection with foreclosure of certain mortgages $ 22,141 $ 28,639 Loans held for sale transferred to loans held for investment $ 15,850 $ — Loans held for investment transferred to held for sale $ — $ 15,850 Developmental real estate acquired in settlement of loan held for investment $ 1,696 $ — Developmental real estate transferred from real estate owned $ 6,160 $ — Loans originated from sale of real estate owned $ 840 $ 989 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The Company Sachem Capital Corp. (the “Company”), a New York corporation, specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. The Company operates its business as one segment. The Company offers short-term (i.e., one to three years ), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is typically secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. The Company does not lend to owner occupants of residential real estate. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company may make opportunistic real estate purchases apart from its lending activities. Segment Reporting The Company uses the management approach to determine reportable operating segments. The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through its investments in real estate mortgage loans and real estate. The management approach considers the internal organization and reporting used by the Company’s Chief Executive Officer, whom serves as the chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net income. In addition to other factors and metrics, the CODM utilizes net income as a key determinant of the amount of dividends to be distributed to the Company's stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Balance Sheets as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations. 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements of the Company include the accounts of all subsidiaries in which the Company has control over significant operating, financial and investing decisions of the entity. As of December 31, 2025, the accounts and activities of these subsidiaries were not material to warrant separate disclosure or segment reporting. As a result, the Company has only one reportable segment for financial reporting purposes. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management will base the use of estimates on (a) various assumptions that consider prior reporting results, (b) the Company’s projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Significant estimates include the provisions for current expected credit losses, loans held for sale, and real estate owned. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in securities, investments in limited liability companies, and mortgage loans. F-10 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company maintains its cash and cash equivalents with various financial institutions. Accounts at the financial institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 per depositor. The Company maintains bank deposits in amounts that may exceed federally insured limits. The Company has not experienced any losses in such accounts. Concentrations of credit risk related to the loans' geographical location and property type may be affected by changes in economic or other conditions of the particular geographic area or particular asset type that collateralize the Company’s mortgage loans. For further details see Note 4 – Loans and Allowances for Credit Losses. Credit risks associated with the Company’s mortgage loan portfolio and related interest receivable are described in Note 4 – Loans and Allowance for Credit Losses. Variable Interest Entities ("VIEs") VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The entity that is the primary beneficiary is required to consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE if the entity has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. In determining whether the Company is the primary beneficiary of a VIE, both qualitative and quantitative factors are considered regarding the nature, size and form of its involvement with the VIE, such as its role establishing the VIE and ongoing rights and responsibilities, the design of the VIE, its economic interests, servicing fees and servicing responsibilities, and other factors. The Company performs ongoing reassessments to evaluate whether changes in the entity’s capital structure or changes in the nature of its involvement with the entity result in a change to the VIE designation or a change to its consolidation conclusion. On March 20, 2025, the Company formed SN Holdings LLC (“SN Holdings”), a wholly owned subsidiary of the Company, for the sole purpose of acting as the borrower under a new revolving credit facility with Needham Bank. Simultaneously with the execution of the Credit Agreement (defined below), the Company terminated and repaid in full the outstanding balance under its previous credit facility with Needham Bank. SN Holdings is a VIE under the guidance of FASB ASC 810-10, Consolidation, as it was established with insufficient equity at risk and does not have independent operations apart from the Company. The Company has determined that it is the primary beneficiary of SN Holdings because it has both (i) the power to direct the activities that most significantly impact SN Holdings’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to SN Holdings, primarily through its role as the guarantor of the Needham Credit Facility (defined below) and through its ability to direct all operational and financing decisions. Accordingly, SN Holdings has been consolidated in the Company’s consolidated financial statements. As of December 31, 2025, SN Holdings had total assets of $ 88.4 million, consisting primarily of collateralized mortgage loans, and total liabilities of $ 21.0 million, consisting primarily of borrowings under the Needham Credit Facility. The assets of SN Holdings can only be used to settle obligations of SN Holdings and are not available to the Company or its creditors, other than as permitted under the intercompany guaranty and lien release provisions of the Needham Credit Facility. On June 11, 2025, Sachem Capital Corporation Holdings, LLC ("Holdings"), an indirect, wholly-owned subsidiary of the Company, consummated a private placement of $ 100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Agreement"). See Note 11 - Secured Notes Payable. Holdings was formed for the sole purpose of acting as the issuer of the Senior Secured Notes. Holdings is a VIE under the guidance of FASB ASC 810-10 (Consolidation) as it was established with insufficient equity at risk and does not have independent operations apart from the Company. The Company has determined that it is the primary beneficiary of Holdings because it has both (i) the power to direct the activities that most significantly impact F-11 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Holdings’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to Holdings, primarily through its role as the guarantor of the Senior Secured Notes and through its ability to direct all operational and financing decisions. Accordingly, Holdings has been consolidated in the Company’s consolidated financial statements. As of December 31, 2025, Holdings had total assets of $ 201.8 million, consisting primarily of collateralized mortgage loans, and total liabilities of $ 93.2 million, consisting primarily of indebtedness evidenced by the Senior Secured Notes. The assets of Holdings can only be used to settle obligations of Holdings and are not available to the Company or its creditors. Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposit with an original maturity of three months or less to be cash equivalents. Investment Securities (at fair value) Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income (loss). Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, management evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, management employs a systematic methodology that considers available quantitative and qualitative evidence. In addition, management may consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If the Company plans to sell the security or it is more likely than not that it will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in net income and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future losses and/or impairments. Marketable equity investments with readily determinable fair values are measured at fair value and are classified as trading securities with changes in value recorded in net income. For the year ended December 31, 2025, the Company recognized gains on investment securities totaling $ 1.6 million, consisting of $ 0.8 million in realized gains and $ 0.8 million in unrealized holding gains. For the year ended December 31, 2024, the Company recognized gains on investment securities totaling $ 0.2 million, consisting of $ 1.4 million in realized gains and $ 1.6 million in unrealized holding losses. Investment in Limited Liability Companies (“LLCs”) The Company accounts for its investments in limited liability companies based on the level of ownership, control, and influence in accordance with FASB ASC 323 (Investments – Equity Method and Joint Ventures) and FASB ASC 810 (Consolidation). Investments in LLCs are classified into the following categories based on the Company’s level of influence and control: 1. Fair Value Method (FASB ASC 321) – Passive Investments (Less than 20% Ownership, No Significant Influence) ◦ Investments in LLCs where the Company does not exercise significant influence are accounted for under FASB ASC 321 (Investments – Equity Securities) and recorded at fair value, with changes in fair value recognized in earnings. ◦ If fair value is not readily determinable, the Company applies the measurement alternative, recording the investment at cost less impairment, adjusted for observable price changes. F-12 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Equity Method (FASB ASC 323) – Significant Influence (20% – 50% Ownership) ◦ The Company applies the equity method of accounting for investments where it has significant influence over the operating and financial policies of the LLC. ◦ Under the equity method, the Company recognizes its proportionate share of the LLC’s net income or loss in earnings and adjusts the carrying amount of the investment accordingly. ◦ Distributions received from equity method investments are recorded as a reduction of the investment unless they represent a return on investment, in which case they are recognized as income. ◦ The investment is assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. 3. Consolidation (FASB ASC 810) – Variable Interest Entities (“VIEs”) or Controlling Interest ◦ Voting Interest Model: The Company holds greater than 50% of the voting interests and has the power to direct the significant activities of the LLC. ◦ Variable Interest Entity (VIE) Model: If the LLC qualifies as a VIE, the Company consolidates the LLC when it is deemed to be the primary beneficiary of the VIE. In accordance with FASB ASC 810, the Company evaluates whether: 1. The LLC is a VIE (i.e., lacks sufficient equity to finance its operations without additional support or the equity holders do not have the power to direct significant activities); and 2. The Company has both: The power to direct the activities of the VIE that most significantly affect its economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant. When both conditions are met, the Company consolidates the VIE in its consolidated financial statements, including the entity’s assets, liabilities, and operations. Noncontrolling interests in consolidated LLCs, if any, are presented separately within the consolidated financial statements. The Company reassesses its conclusions about VIE status and primary beneficiary determination on an ongoing basis, particularly when events occur that may change the underlying structure or governance of the investee. For investments accounted for under the equity method or the measurement alternative cost method, the Company evaluates whether indicators of impairment exist. If an investment is determined to be other-than-temporarily impaired, the carrying value is written down to its estimated fair value, with the impairment loss recognized in earnings. Loans held for investment Loans that are originated and serviced by the Company, that management has the intent and ability to hold for the foreseeable future, are reported at their outstanding balances, net of an allowance for credit losses and unamortized deferred fees. The net amount of nonrefundable loan origination fees and certain direct costs associated with the lending process are deferred and amortized to fee income over the contractual lives of the loans using the interest method which reflects a constant yield. Interest income on loans is accrued based on the unpaid principal balance outstanding and the contractual terms of the loan agreements. Loans held for sale Loans are classified as held for sale if there is an intent to sell in the near-term. These loans are recorded at the lower of amortized cost or fair value. If the fair value of a loan is determined to be less than its amortized cost, a non-recurring fair value adjustment will be recorded through a valuation allowance. When a loan held for investment is transferred into the held for sale category, any previously recorded allowance for credit losses is reversed in the provision for credit losses related to loans and the loan is recorded at its amortized cost basis. If the amortized cost basis exceeds the loan’s fair value at the date of transfer, a valuation allowance equal to the difference between amortized cost basis and fair value is recorded. F-13 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Non-accrual loans A loan is generally placed on non-accrual status when it is probable that principal and interest will not be collected under the original contractual terms. At that time, interest income is no longer accrued. Non-accrual loans consist of loans for which principal or interest has been delinquent for 90 days or more. Interest income is subsequently recognized only to the extent it is received in cash or until the loan qualifies for return to accrual status. Loans are restored to accrual status when contractually current and the collection of future payments is reasonably assured. In certain instances, the Company may make exceptions to placing a loan on non-accrual status if the loan is in the process of modification. Loan modifications made to borrowers experiencing financial difficulty. In situations where economic or legal circumstances may cause a borrower to experience significant financial difficulties, the Company may grant concessions for a period of time to the borrower that it would not otherwise consider. These modified terms may include interest rate reductions, principal forgiveness, term extensions, and other-than-insignificant payment delay intended to minimize the Company’s economic loss and to avoid foreclosure or repossession of collateral. The Company monitors the performance of all loans, including loans modified to borrowers experiencing financial difficulty and considers loans that are 90 days past due to be in payment default. Transfer of Financial Assets Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets. Transfers of agreements that meet the sale criteria under FASB ASC 860 (Transfers and Servicing) are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under FASB ASC 860, the transfer is accounted for as a secured borrowing and the loan is not derecognized and a participating liability is recorded in the Consolidated Balance Sheets. Allowance for Credit Losses The Company records an allowance for credit losses under ASC 326, Financial Instruments—Credit Losses (“CECL”) on the Consolidated Balance Sheets with respect to its loan portfolio, including unfunded construction commitments, on a collective basis by assets with similar risk characteristics. In addition, interest and fees receivable and amounts included in due from borrowers, other than reimbursements, which include origination, modification and other fees receivable, are also analyzed for credit losses in accordance with CECL standard, as they represent a financial asset that is subject to credit risk. As allowed under the CECL standard used by the Company, as a practical expedient, the fair value of the collateral at the reporting date is compared to the net carrying amount of the loan when determining the allowance for credit losses for loans in pending/pre-foreclosure status, as defined. Fair value of collateral is reduced by estimated cost to sell if the collateral is expected to be sold. Such allowances are presented net in “Allowance for credit losses” and “Loans held for sale, net” on the Consolidated Balance Sheets included in the accompanying consolidated financial statements based on their respective classification. The CECL standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the economic environment. The Company utilizes a vintage loss-rate method for estimating current expected credit losses. The vintage loss rate method involves applying a vintage loss rate to a pool of loans with similar risk characteristics to estimate the expected credit losses on that pool of loans. In determining the CECL allowance, the Company considers various factors including (1) historical loss experience and unrealized forecasted losses in its portfolio, (2) loan specific losses for loans deemed collateral dependent based on excess amortized cost over the fair value of the underlying collateral, and (3) its current and future view of the macroeconomic environment. The Company’s estimate of expected credit losses includes a review of charge-off experience factors, contractual delinquency, historical collection rates, the value of underlying collateral and other information to make the necessary judgments as to allowance for credit losses expected in the portfolio as of the reporting date. While management utilizes the best information available to make its evaluations, changes in macroeconomic conditions, interest rate environments, or both, may significantly impact the assumptions and inputs used in determining the allowance for credit losses. The F-14 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company’s charge-off policy is determined by a review of each delinquent loan. The Company has an accounting policy to not place loans on nonaccrual status unless they are more than 90 days delinquent. Accrual of interest income is generally resumed when the delinquent contractual principal and interest is paid in full or when a portion of the delinquent payments are made, and the ongoing required contractual payments have been made for an appropriate period. In the year ended December 31, 2024, the Company updated its methodology for estimating the CECL factors on its portfolio of financial assets related to loans. This update reflects the Company incorporating its current unrealized losses on individually evaluated loans into its historical loss data, as this change is believed to provide sufficient coverage to forecast estimated expected lifetime losses. Management estimates the allowance for credit losses using relevant information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. The allowance for credit losses is maintained at a level sufficient to provide for expected credit losses over the life of the loans based on evaluating historical credit loss experience and to make adjustments to historical loss information for differences in the specific risk characteristics in the current loan portfolio. The “Allowance for credit losses” related to the principal outstanding is presented within “Loans held for investment, net” and for unfunded commitments is within accounts payable and accrued liabilities in the Company’s Consolidated Balance Sheets. The “Allowance for credit losses” related to the late payment fees are presented in “Interest and fees receivable, net”, and “Due from borrowers, net” in the Company’s Consolidated Balance sheets. Lastly, the allowance related to unfunded commitments for construction loans is presented in “Accounts payable and accrued liabilities” on the Company’s Consolidated Balance Sheets. See Note 4 – Loans and Allowance for Credit Losses - for further details. Interest and Fees Receivable, Net Interest and fees receivable includes interest accrued between payment dates on loans and fees charged to borrowers in accordance with the loan agreement. These amounts are reported at their outstanding balances, net of an allowance for credit losses. Due From Borrowers, Net Due from borrowers includes amounts paid on behalf of borrowers, such as insurance and property taxes, for which we are due reimbursement from borrowers in accordance with the loan agreement. These amounts are reported at their outstanding balances, net of an allowance for credit losses. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date. Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly: • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; and • inputs that are derived principally from or corroborated by observable market data by correlation to other means. F-15 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS If the asset or liability has a specified (i.e., contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Property and Equipment, Net Land and building were acquired in 2022 to serve as the Company’s corporate headquarters. The land is carried at cost. The building is stated at cost less accumulated depreciation. The building is being depreciated using the straight-line method over its estimated useful life of 40 years. Furniture and fixtures, computer hardware and software, and vehicles are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. Furniture and fixtures are depreciated using an estimated useful life of three to five years . Computer hardware and software are depreciated using an estimated useful life of two to three years . Vehicles are depreciated using an estimated useful life of five years . Investment in Developmental Real Estate, Net Developmental real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment, including interest and debt expense, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives of these assets which range from seven to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Upon the acquisition of real estate, the Company assesses whether the transaction should be accounted for as an asset acquisition or as a business combination. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. Acquisitions of real estate generally will not meet the definition of a business because substantially all the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related identified intangible assets). The Company allocates the purchase price of real estate to land and building (inclusive of site and tenant improvements) and, if determined to be material, intangible assets, such as the value of above- and below-market leases and deferred leasing costs associated with the in-place leases. The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company utilized a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as a sales comparison approach, which utilizes comparable sales, listings and sales contracts. The Company assesses the fair value of the leases acquired based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization the Company records over the respective estimated useful lives or term of the lease. Real Estate Owned, Net (“REO”) REO acquired through foreclosure is initially measured at fair value and is thereafter subject to an ongoing impairment analysis. After an REO acquisition, events or circumstances may occur that result in a material and sustained decrease in the cash flows generated from the property or other market indicators including listing data may signal a decline in the liquidation value. REO is evaluated for recoverability when impairment indicators are identified. Any impairment losses or recoveries are included in the Consolidated Statements of Operations. F-16 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment of Long-Lived Assets The Company continually monitors events or changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the undiscounted cash flow is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Deferred Financing Costs Costs incurred in connection with the Company’s revolving credit facilities, described in Note 9 – Lines of Credit, Mortgage Payable Churchill Facility – are amortized over the term of the applicable facility using the straight-line method, which approximates the effective interest. Costs incurred by the Company in connection with the issuance of unsecured, unsubordinated notes, described in Note 10 – Unsecured Notes Payable, and the senior secured notes payable, described in Note 11 - Senior Secured Notes Payable, are being amortized over the term of the respective unsecured, unsubordinated notes using the effective interest method. Revenue Recognition Interest income from the Company’s loan portfolio is recognized under FASB ASC 310 (Receivables)and is earned over the loan period and is calculated using the simple interest method on principal amounts outstanding. Generally, the Company’s loans provide for interest to be paid monthly in arrears. The Company, generally, does not accrue interest income on loans that are more than 90 days past due or interest charged at default rates. Origination, modification, extension, and construction servicing fee revenue, generally 1 % –  3 % of either the original loan principal or the modified loan balance, is collected at loan funding and is recognized ratably over the contractual life of the loan in accordance with FASB ASC 310 (Receivables). Debt Obligations The Company’s debt obligations are carried at amortized cost and are reported net of any debt issuance costs, discounts and premiums. Debt issuance costs, discounts and premiums are amortized to interest expense over the life of the instrument using the effective interest method. Unamortized debt issuance costs, discounts and premiums are written off to net losses on debt extinguishment in the consolidated statements of operations when the Company prepays borrowings prior to maturity. Advances from Borrowers The Company utilizes advances from borrowers as interest reserves on certain loans which are applied to future interest payments. Such reserves are established at the time of loan origination. The interest reserve is recorded as a liability as it represents unearned interest revenue. The interest reserve is relieved when the interest on the loan is earned, and interest income is recorded in the period when the interest is earned in accordance with the credit agreement. The interest payment is deducted from the interest reserve deposit balance on the date when the interest payment is due. The decision to establish an interest reserve is made during the underwriting process and considers the creditworthiness and expertise of the borrower, the feasibility of the project, and the debt coverage provided by the real estate and other pledged collateral. It is the Company’s policy to recognize income for this interest component as long as the borrower is progressing as originally projected and if there has been no deterioration in the financial condition of the borrower or the underlying project. The Company’s standard accounting policies for interest income recognition are applied to all loans, including those with interest reserves. F-17 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expenses Interest expense, in accordance with the Company’s financing agreements, is recorded on an accrual basis. General and administrative expenses, including professional fees, are expensed as incurred. Stock-Based Compensation Equity-classified stock awards granted to executive officers, non-employee directors, and employees are measured based on the closing price of the Company's Common Shares on the grant date and recognized on a straight-line basis over the requisite service period of the awards for restricted stock awards. Income Taxes The Company believes it qualifies as a real estate investment trust (“REIT”) for federal income tax purposes and operates accordingly. It made the election to be taxed as a REIT on its 2017 Federal income tax return. The Company’s qualification as a REIT depends on its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), relating to, among other things, the sources of its income, the composition and values of its assets, its compliance with the distribution requirements applicable to REITs and the diversity of ownership of its outstanding capital stock. So long as it qualifies as a REIT, the Company, generally, will not be subject to U.S. federal income tax on its taxable income distributed to its shareholders. However, if it fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and may also be subject to various penalties and may be precluded from re-electing REIT status for the four taxable years following the year during in which it lost its REIT qualification. Other than taxes incurred by the Company’s taxable REIT subsidiary (“TRS”), Sachem Opportunities Corp., the Company does not expect to incur any corporate federal income tax liability outside of the TRS, as it believes it has maintained its qualification as a REIT. The Company has elected, and may elect in the future, to treat certain of its existing or newly created corporate subsidiaries as TRSs. In general, a TRS may hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business. TRSs generate income, resulting in federal and state income tax liability for these entities. Accordingly, the Company includes a provision for federal, state and local income taxes in our consolidated financial statements, when applicable. The One Big Beautiful Bill Act, which passed on July 4, 2025, contains legislation increasing the percentage limit under the REIT asset test applicable to TRSs from 20% to 25%. This change applies to taxable years beginning after December 31, 2025. The Company accounts for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its consolidated financial statements or tax returns. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial reporting and tax basis of assets and liabilities using the tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances and that causes a change in management's judgment about expected future tax consequences of events, is included in the income tax provision for the period in which such change occurs. Deferred tax assets also reflect net operating loss and tax credit carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that all or some portion of a deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances and that causes a change in management's judgment about the realizability of the related deferred tax asset, is included in the income tax provision for the period in which such change occurs. FASB ASC 740-10 (Accounting for Uncertainty in Income Taxes) prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and disclosure required. Under this standard, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. F-18 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Earnings (Losses) Per Share Basic and diluted earnings (losses) per share are calculated in accordance with FASB ASC 260 (Earnings Per Share). Under FASB ASC 260, basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares, $ 0.001 par value per share, (“Common Shares”) outstanding for the period. The computation of diluted earnings (losses) per share is similar to basic earnings (losses) per share, except that the denominator is increased to include the potential dilution from the Company's unvested restricted stock awards, that contain non-forfeitable rights to dividends so therefore deemed to participating, for Common Shares using the treasury stock method. The numerator in calculating both basic and diluted earnings (losses) per common share for each period is the reported net income (loss). Recent Accounting Pronouncements Pending Adoption In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, “ Income Statement – Reporting Comprehensive Income (FASB ASC 220-40): Expense Disaggregation Disclosures ” (“ASU 2024-03”). ASU 2024-03 requires additional disclosure in the notes to the financial statements of specified information about certain costs and expenses. The ASU is effective in reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is permitted, and the Company is currently assessing the impact upon adoption of this standard on the consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the Company’s consolidated financial statements. Reclassifications Certain amounts included in the Company’s December 31, 2024 consolidated statement of operations have been reclassified to conform to the December 31, 2025 presentation. These reclassifications had no effect on the year ended December 31, 2024 net loss. 3. Fair Value Measurement The Company uses estimated of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The Company groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. The following table presents assets and liabilities measured at fair value on a recurring basis: Fair Value Measurement (in thousands) December 31, 2025 December 31, 2024 Level 1 Investment securities $ 936 $ 1,517 F-19 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Certain assets are measured at fair value on a nonrecurring basis; that is, not measured at fair value on an on going basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment.) The following table presents assets and liabilities measured at fair value on a nonrecurring basis: Fair Value Measurement (in thousands) December 31, 2025 December 31, 2024 Level 3 Individually evaluated loans, net of allowance for credit losses $ 114,028 $ 80,757 Loans held for sale, net — 10,970 Real estate owned, net 16,402 18,574 Carrying amounts and fair values of financial instruments that are not carried at fair value at December 31, 2025 and December 31, 2024 in the Consolidated Balance Sheets are as follows: Carrying Amount Fair Value Measurement (in thousands) 2025 2024 2025 2024 Level 1 Cash and cash equivalents $ 10,924 $ 18,066 $ 10,924 $ 18,066 Notes payable 171,349 231,241 163,854 194,810 Level 2 Repurchase agreements — 33,708 — 33,708 Lines of credit 19,000 40,000 19,000 40,000 Level 3 Loans held for investment, net 363,678 356,571 363,678 356,571 Loans held for sale, net — 10,970 — 10,970 Interest and fees receivable and due from borrowers 11,094 8,918 10,963 8,918 Investments in limited liability companies 39,132 53,942 39,132 53,942 Advances from borrowers 4,016 4,047 4,016 4,047 Senior secured notes payable 86,573 — 89,277 — Mortgage payable 917 1,002 917 1,002 Following is a description of the methodologies used for assets and liabilities measured at fair value: Stocks and ETFs (Level 1): Valued at the closing price reported in the active market in which the individual securities are traded. Mutual funds (Level 1): Valued at the daily closing price reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset values and to transact at that price. The mutual funds held by the Company are deemed to be actively traded. Debt securities: Valued at the closing price reported in the active market in which the individual securities are traded. Preferred/Fixed rate cap securities: The company classifies preferred/fixed rate cap securities as Level 2 in the fair value hierarchy because their fair value is determined using observable inputs such as interest rates and credit spreads. These inputs are based on market data or pricing models rather than quoted prices for identical assets. Since the securities F-20 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are not actively traded, the company uses observable inputs to estimate their value, making Level 2 the appropriate classification. Loans held for investment and related interest and fees receivables and due from/advances from borrowers: The fair value of mortgage loans held for investment and related receivable/liability balances is based on credit risk and discount rates that are not observable in the marketplace and therefore represents a Level 3 measurement. Loans held for sale: The fair value of loans held for sale is determined by the lower of cost or market approach, where cost represents the carrying value of the loans, and market represents the fair value derived from a collateral analysis. Since this analysis involves significant judgment, including assumptions regarding the value of underlying collateral and potential recovery, it constitutes a Level 3 measurement. These assumptions are not readily observable in the market and require significant management estimation. Individually evaluated loans, net of allowance for credit losses: This category consists of loans that were individually evaluated for credit losses, net of the related allowance for credit losses, and have been classified as Level 3 assets. All of the Company’s individually evaluated loans for 2025 and 2024, whether reporting a specific allowance allocation or not, are considered collateral-dependent. The Company utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The Company estimates liquidation as a selling cost percentage in connection with the asset, which typically ranges from 1 - 8 %. Please note this category is inclusive of foreclosed loans not held for sale, and is included in loans held for investment. Real estate owned, net : Real estate owned, net, is classified as a Level 3 asset in the fair value hierarchy due to the significant use of unobservable inputs in determining its fair value. These unobservable inputs typically include estimates based on management’s judgment, such as the anticipated market value, property condition, location, and projected income potential. The Company may adjust such values downward for qualitative factors such as economic conditions and estimated liquidation expenses. The Company estimates liquidation as a selling cost percentage in connection with the asset, which typically ranges from 1 %- 8 %. As no active markets or observable inputs exist for these assets, the valuation process involves a higher degree of subjectivity and relies on internal assumptions, appraisals, and models that are not directly observable. Investments in Limited Liability Companies (LLCs): The Company holds noncontrolling interests in various LLCs accounted for using the measurement alternative under FASB ASC 321. These investments are carried at cost, less impairment, and adjusted for observable price changes. Fixed rate debt: Publicly traded fixed rate debt is classified as Level 1 and its fair value is based on quoted prices for similar instruments or calculated utilizing model derived valuations in which significant inputs are observable in active markets. Private senior secured fixed rate debt is estimated using a discounted cash flow model based on the contractual coupon rate and a market yield assumption derived from observed yields on the Company’s publicly traded unsecured notes adjusted for secured credit spread. Variable rate debt: Variable rate debt is classified as Level 2 and the fair values of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions. Mortgage payable: Mortgage payable is classified as Level 3 and the fair value of our borrowings are primarily based on unobservable inputs that effect the Company’s own assumptions about the factors that market participants would use in pricing the mortgage. The mortgage payable does not have a quoted market price in an active market, and significant inputs such as the interest rate, the probability of default, and the estimated repayment terms are not readily observable in the market. F-21 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Loans and Allowance for Credit Losses Loans include loans held for investment that are accounted for at amortized cost net of allowance for credit losses and loans held for sale that are accounted for at the lower of cost or market net of a valuation allowance. The classification for a loan is based on management’s strategy for the loan. Loans held for investment The Company offers secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in Connecticut, New York, Massachusetts and Florida. The Company’s lending standards typically require that the original principal amount of all mortgage receivable notes be secured by first mortgage liens on one or more properties owned by the borrower or related parties and that the maximum loan-to-value ("LTV") be no greater than 70% of the appraised value of the underlying collateral, as determined by an independent appraiser at the time of the loan origination. The Company considers the maximum LTV as an indicator of credit risk of a mortgage note receivable. In the case of properties undergoing renovation, the LTV ratio is calculated based on the estimated fair market value of the property after the renovations have been completed. However, the Company makes exceptions to this guideline if the facts and circumstances support the incremental risk. These factors include the additional collateral provided by the borrower, the credit profile of the borrower, the Company’s previous relationship, if any, with the borrower, the nature of the property, the geographic market in which the property is located and any other information the Company deems appropriate.The loans are generally for a term of one to three years . Most of the loans provide for monthly payments of interest only (in arrears) during the term of the loan and a balloon payment of the principal at maturity. As of December 31, 2025, and 2024, the Company had 115 and 157 loans held for investment, respectively. Loans held for sale The Company offers mortgage notes receivable to be sold in real estate capital markets. The Company does not originate loans for the use of loans held for sale, as these loans were a part of a non-recurring event of being transferred from loans held for investment to loans held for sale. As of December 31, 2024, the Company maintained 11 loans held for sale with a gross outstanding principal balance of $ 15.9 million, of which had an aggregate valuation allowance of $ 4.9 million in connection with pricing based on lower of cost or market. As of December 31, 2024, such loans were on nonaccrual status and in pending/pre-foreclosure. There were no such loans held for sale as of December 31, 2025 as three loans were sold, one loan was transferred to real estate owned, and seven loans were transferred back to loans held for investment during the year ended December 31, 2025. Loan Sale In October 2024, the Company initiated the proposed sale of a pool of mortgage loans. A majority of these loans were classified as “non-accrual,” meaning payments of interest owed are more than 90 days overdue. In December 2024, the Company entered into certain Purchase and Sale Agreements with three third party purchasers related to certain non-performing loans that were held for sale. The Company accounted for the transfer of financial assets as a sale, recognizing a loss on sale of $ 22.0 million, with total net cash proceeds from the sale of $ 36.1 million and the derecognition of loans held for sale of $ 55.8 million. The Company has no continuing involvement with the transferred loan assets after the date of transfer and did not retain any interest in the transferred assets. The loans were sold to the purchasers without recourse. In connection with the sale, the Company incurred a loss of $ 19.7 million on principal and $ 2.3 million on charges due from such loans, which is presented on the consolidated statement of operations in loss on sale of loans. During the sale process, the Company removed $ 15.9 million of loans that were initially included in the sale, and these remained as loans held for sale at December 31, 2024 as noted above. Loan portfolio As of December 31, 2025, and 2024, loans held for investment on nonaccrual status had an outstanding principal balance of $ 117.6 million and $ 87.1 million, respectively. The nonaccrual loans are inclusive of loans pending foreclosure and loans held for sale. For the year ended December 31, 2025 and 2024, $ 0.4 million and $ 0.7 million of interest income was recorded on nonaccrual loans due to payments received, respectively. As of December 31, 2025, and 2024, the F-22 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company had direct reserves on outstanding principal of $ 6.3 million and $ 13.3 million, respectively. The below table summarizes the Company’s loans held for investment gross principal balance by the past due status: Loans held for investment (in thousands) Current 30-59 days past due 60-89 days past due Greater than 90 days Total As of December 31, 2025 $ 239,615 $ 20,218 $ — $ 117,585 $ 377,418 As of December 31, 2024 $ 223,513 $ 49,460 $ 16,936 $ 87,082 $ 376,991 There are no greater than 90 days past due loans that are on accrual status as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, there were loans greater than 90 days past due with gross principal balances of $ 96.8 million and $ 30.9 million, respectively, for which no specific allowance for credit losses on principal was recorded. For the years ended December 31, 2025 and 2024, the aggregate amounts of loans funded by the Company were $ 151.8 million and $ 134.3 million, respectively, offset by principal repayments of $ 140.2 million and $ 191.0 million, respectively. The aggregate gross outstanding principal of loans in pending/pre-foreclosure as of December 31, 2025, and 2024, was $ 37.5 million and $ 36.3 million, respectively. As of December 31, 2025, and 2024, the Company had directly reserved against these loans in foreclosure in the amounts of $ 4.2 million and $ 6.1 million, respectively. Further, the Company had direct reserves against non-performing loans held for investment that experienced declines in fair value of $ 2.1 million and $ 7.3 million, respectively. As of December 31, 2025 and 2024, the aggregate outstanding principal amount of non-performing loans held for investment with direct allowances was $ 20.8 million and $ 57.8 million, respectively. As of December 31, 2025, the Company’s mortgage loan portfolio includes loans with stated interest rates ranging from 7.0 % to 15.0 %. The default interest rate is generally 18 % but could be more or less depending on state usury laws and other considerations deemed relevant by the Company. As of December 31, 2025 and 2024, the Company had one borrower representing 13.3 % and 14.0 % of the outstanding mortgage loan portfolio, or $ 50.4 million and $ 55.0 million, respectively. Deferred loan fees As of December 31, 2025 and 2024, the Company had $ 2.0 million and $ 2.0 million of deferred loan fee revenue relating to loans held for investment, respectively. There were no such deferred fees for loans held for sale as of December 31, 2025 and 2024. In-line with the Company’s accounting policy for revenue recognition, origination, modification, extension and construction servicing fee revenue is collected at loan funding and is recognized ratably over the contractual life of the loan in accordance with FASB ASC 310 (Receivables). In accordance with FASB ASC 310-20-45-1, the Company has presented deferred loan fees net of the related loan balance on its Consolidated Balance Sheets. This presentation reflects the net amount of revenue that is expected to be recognized after considering the outstanding loan balance associated with certain customer arrangements. This presentation aligns with the guidance in FASB ASC 310-20, which permits the net presentation of loan balances with deferred loan fees when the loan is associated with the future performance obligations of the Company. The loan is considered an integral part of the transaction, and as such, the net amount more accurately reflects the remaining obligations of the Company to the customer, as well as the revenue to be recognized. The Company may agree to extend the term of a loan if, at the time of the extension, the loan and the borrower meet all the Company’s underwriting requirements. The Company treats a loan extension as a new loan. If an interest reserve is established at the time a loan is funded, accrued interest is paid out of the interest reserve and recognized as interest income at the end of each month. If no reserve is established, the borrower is required to pay the interest monthly from its own funds. The deferred origination, loan servicing and amendment fee income represents amounts that will be recognized over the contractual life of the underlying mortgage notes receivable. F-23 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Allowance for credit loss The below table represents the financial statement line items that are impacted by the allowance for credit losses for the year ended December 31, 2025: Balance as of December 31, 2024 Provision for credit losses related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Balance as of December 31, 2025 (in thousands) Loans $ 18,470 $ 1,837 $ 3,745 $ ( 12,542 ) $ 11,510 Interest and fees receivable 3,133 ( 157 ) — ( 378 ) 2,598 Due from borrower 1,135 1,854 — ( 1,905 ) 1,084 Unfunded commitments 924 ( 254 ) — — 670 Total allowance for credit losses $ 23,662 $ 3,280 $ 3,745 $ ( 14,825 ) $ 15,862 The below table represents the financial statement line items that are impacted by the allowance for credit losses for the year ended December 31, 2024: Balance as of December 31, 2023 Provision for credit losses related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Balance as of December 31, 2024 (in thousands) Loans $ 7,523 $ 22,405 $ — $ ( 11,458 ) $ 18,470 Interest receivable 902 2,231 — — 3,133 Due from borrower 352 1,877 — ( 1,094 ) 1,135 Unfunded commitments 509 415 — — 924 Total allowance for credit losses $ 9,286 $ 26,928 $ — $ ( 12,552 ) $ 23,662 Recoveries for the years ended December 31, 2025 and 2024 were de minimis. The following table summarizes the activity in the loans held for investment allowance for credit losses for the year ended December 31, 2025: (in thousands) Allowance for credit losses as of December 31, 2024 Provision for credit losses related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Allowance for credit losses as of December 31, 2025 Geographical Location New England $ 12,844 $ 1,292 $ — $ ( 7,707 ) $ 6,429 Mid-Atlantic 1,857 ( 132 ) 3,745 ( 3,700 ) 1,770 South 1,802 1,014 — ( 1,135 ) 1,681 West 1,967 ( 337 ) — — 1,630 Total $ 18,470 $ 1,837 $ 3,745 $ ( 12,542 ) $ 11,510 F-24 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the activity in the loans held for investment allowance for credit losses for the year ended December 31, 2024: (in thousands) Allowance for credit losses as of December 31, 2023 Provision for credit losses related to loans held for investment Charge-offs Allowance for credit losses as of December 31, 2024 Geographical Location New England $ 5,764 $ 13,859 $ ( 6,779 ) $ 12,844 Mid-Atlantic 1,324 533 — 1,857 South 435 6,046 ( 4,679 ) 1,802 West — 1,967 — 1,967 Total $ 7,523 $ 22,405 $ ( 11,458 ) $ 18,470 The following table presents charge-offs by fiscal year of origination during the year ended December 31, 2025: 2025 2024 2023 2022 2021 Prior Total (in thousands) Current period charge-offs $ — $ 1,720 $ 162 $ 7,070 $ 3,590 $ — $ 12,542 Total $ — $ 1,720 $ 162 $ 7,070 $ 3,590 $ — $ 12,542 Presented below is the Company’s loans held for investment portfolio by geographical location: December 31, 2025 December 31, 2024 (in thousands) Carrying Value % of Portfolio Carrying Value % of Portfolio Geographical Location New England $ 163,049 43.2 % $ 179,421 47.6 % Mid-Atlantic 40,483 10.7 % 42,304 11.2 % South 170,441 45.2 % 151,165 40.1 % West 3,445 0.9 % 4,101 1.1 % Total 377,418 100.0 % 376,991 100.0 % F-25 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables allocate the gross principal balance of the Company’s loans held for investment portfolio based on credit quality indicators in assessing estimated credit losses and vintage of origination at the dates indicated: December 31, 2025 Year Originated(1) FICO Score (2) (in thousands) Carrying Value 2025 2024 2023 2022 2021 Prior Loans held for investment: Under 500 $ 142 $ — $ 142 — $ — $ — $ — 501-550 35 — — — — — 35 551-600 — — — — — — — 601-650 17,665 2,914 4,250 1,025 3,102 — 6,374 651-700 81,859 18,654 4,017 10,594 9,010 38,375 1,209 701-750 125,603 24,082 7,226 23,721 5,299 64,348 927 751-800 137,725 42,340 15,795 46,339 13,449 19,802 — 801-850 14,389 — — 1,700 12,689 — — Total 377,418 $ 87,990 $ 31,430 83,379 $ 43,549 $ 122,525 $ 8,545 __________________________ (1) Represents the year of origination or amendment where the loan was subject to a full re-underwriting. (2) The FICO Scores are calculated at the inception of the loan and are updated if the loan is modified or on an as needed basis. December 31, 2024 Year Originated(1) FICO Score (2) (in thousands) Carrying Value 2024 2023 2022 2021 2020 Prior Under 500 $ 140 $ 140 $ — $ — $ — $ — $ — 501-550 2,860 — — — 1,060 — 1,800 551-600 7,094 1,222 290 2,170 1,816 636 960 601-650 28,779 8,432 3,347 1,798 7,411 6,149 1,642 651-700 35,711 4,250 7,177 10,302 12,079 660 1,243 701-750 159,575 6,275 40,459 11,982 97,980 1,023 1,856 751-800 124,599 26,465 32,016 36,280 28,427 1,411 — 801-850 18,233 — 415 17,818 — $ — — Total 376,991 $ 46,784 $ 83,704 $ 80,350 $ 148,773 $ 9,879 $ 7,501 __________________________ (1) Represents the year of origination or amendment where the loan was subject to a full re-underwriting. (2) The FICO Scores are calculated at the inception of a loan and are updated if the loan is modified or on an as needed basis. F-26 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the amortized cost of collateral dependent loans: December 31, 2025 December 31, 2024 (in thousands) Collateral Type Collateral Dependent Loans Collateral Dependent Loans Residential $ 65,077 $ 69,904 Commercial 27,700 11,162 Pre-Development Land 12,832 6,512 Mixed Use 14,666 6,503 Total $ 120,275 $ 94,081 Loan modifications made to borrowers experiencing financial difficulty In certain situations, the Company may provide loan modifications to borrowers experiencing financial difficulty. These modifications may include term extensions, and adding unpaid interest, charges and taxes to the principal balance intended to minimize the Company’s economic loss and to avoid foreclosure or repossession of collateral. The Company generally receives additional collateral as part of extending the terms of the loan for borrowers experiencing financial difficulty. The Company monitors the performance of loans modified to borrowers experiencing financial difficulty. The Company considers loans that are 90 days past due to be in payment default. The table below presents loan modifications made to borrowers experiencing financial difficulty during the year ended December 31, 2025: Year Ended December 31, 2025 (in thousands) Carrying Value % of Total Carrying Value of Loans held for investment, net Financial Effect Loans modified during the period ended Term extension $ 74,253 20.4 % A weighted average of 8.9 months were added to the life of the loans Principal modification, with no term extension $ 5,232 1.4 % Unpaid interest/taxes/charges added to principal balance The Company monitors the performance of loans modified to borrowers experiencing financial difficulty. The table below presents the performance of loans that have been modified during the year ended December 31, 2025 to borrowers experiencing financial difficulty. The Company considers loans that are 90 days past due to be in payment default. Year Ended December 31, 2025 (in thousands) Current 90-119 days past due 120+ days past due Total Loans modified during the period ended Term extension $ 74,253 $ — $ — $ 74,253 Principal modification, with no term extension $ 5,232 $ — $ — $ 5,232 The Company has committed to lend additional amounts totaling approximately $ 4.5 million to borrowers experiencing financial difficulty. Of the loans that were modified that experienced financial difficulties during the year F-27 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ended December 31, 2025, one loan defaulted within 12 months of the modification. This loan had an aggregate outstanding balance of $ 0.4 million which represented 0.1 % of the portfolio. Of the loans that were modified that experienced financial difficulties during the year ended December 31, 2025, ten loans with an outstanding principal balance of $ 31.9 million, experienced rate decreases due to the modification. The change in the rate was taking the loans off default rate. The table below presents loan modifications made to borrowers experiencing financial difficulty during the year ended December 31, 2024: Year Ended December 31, 2024 (in thousands) Carrying Value % of Total Carrying Value of Loans held for investment, net Financial Effect Loans modified during the period ended Term extension $ 108,045 30.1 % A weighted average of 11.5 months were added to the life of the loans Principal modification, with no term extension $ 12,173 3.4 % Unpaid interest/taxes/charges added to principal balance The Company monitors the performance of loans modified to borrowers experiencing financial difficulty. The table below presents the performance of loans that have been modified during the year ended December 31, 2024 to borrowers experiencing financial difficulty. The Company considers loans that are 90 days past due to be in payment default. Year Ended December 31, 2024 (in thousands) Current 90-119 days past due 120+ days past due Total Loans modified during the period ended Term extension $ 61,450 $ 250 $ 46,345 $ 108,045 Principal modification, with no term extension $ 12,173 $ — $ — $ 12,173 As of December 31, 2024, the Company had committed to lend additional amounts totaling approximately $ 10.8 million to borrowers experiencing financial difficulty. Of the loans that were modified that experienced financial difficulties during the year ended December 31, 2024, six loans defaulted within 12 months of the modification. These loans had an outstanding balance of $ 5.7 million, which represented 1.6 % of the portfolio. Of the loans that were modified that experienced financial difficulties during the year ended December 31, 2024, ten loans with an aggregate outstanding principal balance of $ 12.2 million, experienced rate decreases due to the modification. The change in the rate was taking the loans off default rate. F-28 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Investment in Developmental Real Estate, net For the years ended December 31, 2025 and 2024, investment in rental real estate, net consisted of the following: Year Ending December 31, 2025 Year Ending December 31, 2024 (in thousands) Cost Accumulated Depreciation Net investment Cost Accumulated Depreciation Net investment Land and land improvements $ 8,392 $ ( 15 ) $ 8,377 $ 4,557 $ — $ 4,557 Building 1,346 ( 4 ) 1,342 4,936 ( 154 ) 4,782 Site improvements — — — 359 ( 30 ) 329 Tenant improvements — — — 1,223 — 1,223 Construction in progress — — — 3,141 — 3,141 Total $ 9,738 $ ( 19 ) $ 9,719 $ 14,216 $ ( 184 ) $ 14,032 Building, land improvements, and site improvements are being depreciated using the straight-line method over their estimated useful lives of 40 years, 15 years and 15 years, respectively. Tenant improvements are amortized over the life of the respective lease using the straight-line method. Lease in-place intangible assets, deferred leasing costs and acquired below-market leases are amortized on a straight-line basis over the respective life of the lease. For the year ended December 31, 2025 and 2024, depreciation and amortization related to the asset was $ 0.1 million, which is presented in “Other expenses” on the Company’s Consolidated Statements of Operations. Additionally, the Company leased space to a tenant under an operating lease at one developmental real estate property acquired in 2023. The lease provided for the payment of fixed base rent payable monthly in advance and periodic step-ups in rent over the term of the lease and a pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. The lease also provided for free rent and a tenant improvement allowance of $ 2.7 million. The lease commenced February 2025 with a cash rent abatement period of 425 days. On December 31, 2025, the Company sold this property and recognized a gain of $ 4.0 million, which is presented in the Company's Consolidated Statements of Operations. 6. Real Estate Owned (REO), net Property acquired through foreclosure are included on the Consolidated Balance Sheets as real estate owned and further categorized as held for sale or held for rental, described in detail below. As of December 31, 2025, and 2024, REO, net totaled $ 16.4 million and $ 18.6 million, respectively. During the year ended December 31, 2025, the Company’s REO portfolio recorded an impairment loss of $ 1.1 million compared to an impairment loss of $ 0.5 million in 2024. F-29 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the Company’s REO as of December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in thousands) Real estate owned at the beginning of year $ 18,574 $ 3,462 Principal amount transferred to real estate owned 22,141 28,640 Charge-off’s on principal transferred ( 8,769 ) ( 11,361 ) Charges and building improvements — 509 Proceeds from sale of real estate owned ( 7,511 ) ( 1,624 ) New loans generated from sale of real estate owned ( 840 ) ( 989 ) Properties transferred to investment in developmental real estate ( 6,160 ) — Impairment loss ( 1,060 ) ( 492 ) Gain on sale of real estate owned 27 429 Balance at end of year $ 16,402 $ 18,574 As of December 31, 2025, REO included $ 0.8 million of real estate held for rental and $ 15.6 million of real estate held for sale. As of December 31, 2024, REO included $ 0.8 million of real estate held for rental and $ 17.8 million of real estate held for sale. Properties Held for Sale During the year ended December 31, 2025, the Company sold fifteen properties held for sale and recognized a de minimis gain. During the year ended December 31, 2024, the Company sold seven properties held for sale and recognized an aggregate gain of $ 0.4 million. Such gains are included in, “Gain (loss) on sale of investments in developmental real estate, real estate owned, and property and equipment, net” on the Company’s Consolidated Statements of Operations. Properties Held for Rental As of December 31, 2025, one property, a commercial building, was held for rental. The tenant signed a 5 -year lease that commenced on August 1, 2021. As of December 31, 2025, future minimum rent payments under this lease total $ 31,000 through maturity on July 31, 2026. 7. Property and Equipment, net The following table represents the Company’s property and equipment, net as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 (in thousands) Cost Accumulated Depreciation Net investment Cost Accumulated Depreciation Net investment Building $ 2,594 $ ( 177 ) $ 2,417 $ 2,557 $ ( 110 ) $ 2,447 Land 255 — 255 255 — 255 Furniture and fixtures 308 ( 185 ) 123 308 ( 117 ) 191 Computer hardware and software 320 ( 276 ) 44 295 ( 246 ) 49 Vehicles 502 ( 181 ) 321 435 ( 155 ) 280 Total property and equipment, net $ 3,979 $ ( 819 ) $ 3,160 $ 3,850 $ ( 628 ) $ 3,222 F-30 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Other Assets As of December 31, 2025, and 2024, other assets consist of the following: December 31, 2025 December 31, 2024 (in thousands) Prepaid expenses $ 612 $ 575 Other receivables 1,251 1,793 Other assets 299 190 Notes receivable 2,319 2,130 Deferred leasing cost — 387 Leases in place intangible — 568 Goodwill 391 391 Intangible asset – trade name 130 130 Total $ 5,002 $ 6,164 9. Line of Credit, Mortgage Payable, and Churchill Facility Line of Credit – Needham Bank The Company has a Credit and Security Agreement (the “Credit Agreement”), with Needham Bank, a Massachusetts co-operative bank, as the administrative agent (“Needham”) for the lenders party thereto (the “Lenders”) with respect to a committed $ 50.0 million revolving credit facility (the “Needham Credit Facility”), subject to borrowing based limitations and facility covenant compliance. Under the agreement the borrower is SN Holdings LLC, a Connecticut limited liability company formed and wholly owned by Sachem Capital Corp. for the sole purpose of acting as the borrower under the new agreement. Sachem Capital Corp. is the guarantor of all SN Holdings’ obligations under the agreement. SN Holdings, in its capacity as borrower, has granted Needham a lien on all its assets. SN Holdings is required to maintain assets equal to 2.0 times of the outstanding balance on the new credit facility. In addition, SN Holdings is required to collaterally assign to Needham mortgage loans having an outstanding principal balance in an amount no less than the greater of (i) $ 30.0 million and (ii) the aggregate principal outstanding principal balance on the facility. Sachem Capital Corp., in its capacity as guarantor, has agreed to grant Needham a blanket lien on all its assets. However, Needham is required to release its lien at Sachem’s request to facilitate other financing at the Sachem Capital Corp. and subsidiaries level. Loans under the Needham Credit Facility accrue interest at the greater of (i) the annual rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal minus one-quarter of one percent ( 0.25 %), and (ii) four and one-half percent ( 4.50 %). All amounts borrowed under the Needham Credit Facility are secured by a first priority lien on virtually all of the Company’s assets. Assets excluded from the lien include real estate owned by the Company (other than real estate acquired pursuant to foreclosure) and mortgages sold under the Churchill Facility (as defined below). Prior to Amendment No.2 (defined below), the Needham Credit Facility was due to expire on March 2, 2026 and the Company had a right to extend the term for one year upon the consent of Needham and the Lenders, which consent could not be unreasonably withheld, and so long as it is not in default and satisfies certain other conditions. On January 21, 2026, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement Amendment No. 2 extends the maturity date of the Needham Credit Facility from March 2, 2026 to March 2, 2028 and provides for an additional conditional one year extension to March 2, 2029. All other terms of the Credit Agreement remain unchanged. All outstanding revolving loans and accrued but unpaid interest is due and payable on the expiration date. The Company may terminate the Needham Credit Facility at any time without premium or penalty by delivering written notice to Needham at least ten ( 10 ) days prior to the proposed date of termination. The Needham Credit Facility is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of F-31 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS financing arrangements, including a covenant that requires the Company to maintain: (A) a ratio of Adjusted EBITDA (as defined in the Credit Agreement) to Debt Service (as defined in the Credit Agreement) of not less than 1.40 to 1.0, tested on a trailing-twelve-month basis at the end of each fiscal quarter; (B) a sum of cash, cash equivalents and availability under the facility equal to or greater than $ 10.0 million; and (C) an asset coverage ratio of at least 150 %. As of December 31, 2025 and 2024, the total outstanding principal balance on the Needham Credit Facility was $ 19.0 million and $ 40.0 million, respectively, with an interest rate of 6.50 % and 7.25 %, respectively. As of December 31, 2025, the Company was in compliance with all debt covenants. Mortgage Payable On February 28, 2023, the Company entered into an adjustable-rate mortgage loan with New Haven Bank in the original principal amount of $ 1.66 million (the "NHB Mortgage"). The NHB Mortgage accrues interest at an initial rate of 5.75 % per annum for the first 60 months. The interest rate will be adjusted on each of March 1, 2028, and March 1, 2033, to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75 %. Beginning on April 1, 2023, and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the loan are amortized based on a 20-yea r amortization schedule. Over the next five years, the Company is scheduled to make principal payments ranging from 47,000 to $ 59,000 annually, with the remaining balance due thereafter. The unpaid principal amount of the loan and all accrued and unpaid interest are due and payable in full on March 1, 2038. The loan is a non-recourse obligation, secured by a first mortgage lien on the property located at 568 East Main Street, Branford, Connecticut. As of December 31, 2025 and 2024, the total outstanding principal balance on the NHB Mortgage was $ 0.9 million and $ 1.0 million, respectively. Churchill MRA Funding I LLC Repurchase Financing Facility On July 21, 2021, the Company consummated a $ 200 million master repurchase financing facility (“Churchill Facility”) with Churchill MRA Funding I LLC (“Churchill”), a subsidiary of Churchill Real Estate, a vertically integrated real estate finance company based in New York, New York. Under the terms of the Churchill Facility, the Company had the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill had the right, but not the obligation, to purchase those loans. In addition, the Company had the right and, in some instances the obligation, to repurchase those loans from Churchill. The amount that Churchill would pay for each mortgage loan it purchased varied based on the attributes of the loan and various other factors. The repurchase price was calculated by applying an interest factor, as defined, to the purchase price of the mortgage loan. The Company had also pledged the mortgage loans sold to Churchill to secure its repurchase obligation. The cost of capital under the Churchill Facility was equal to the sum of (a) the greater of (i) 0.25 % and (ii) the 90-day SOFR (which replaced the 90-day LIBOR) plus (b) 3 %- 4 %, depending on the aggregate principal amount of the mortgage loans held by Churchill at that time. As of December 31, 2024, the effective interest rate charged under the facility was 8.69 %. In December 2025, all parties mutually agreed to terminate the Churchill Facility which had previously been repaid in full during the fourth quarter of 2025. The Churchill Facility was subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements. Under one such covenant, the Company (A) was prohibited from (i) paying any dividends or making distributions in excess of 90 % of its taxable income, (ii) incurring any indebtedness or (iii) purchasing any of its capital stock, unless, it has an asset coverage ratio of at least 150 %; and (B) had to maintain unencumbered cash and cash equivalents in an amount equal to or greater than 2.50 % of the amount of its repurchase obligations. Churchill had the right to terminate the Churchill Facility at any time upon 180 days prior notice to the Company. The Company then had an additional 180 days after termination to repurchase all the mortgage loans held by Churchill. F-32 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the outstanding balances under the Churchill Facility agreement: December 31, 2025 December 31, 2024 (in thousands) Total Outstanding Rate Total Outstanding Rate Repurchase Agreement $ — — % $ 33,708 8.69 % Total $ — $ 33,708 The following table summarizes loans held for investment pledged as collateral under the Churchill Facility agreement: December 31, 2025 December 31, 2024 (in thousands) Total Carrying Value Loans Pledged Number of Loans Total Carrying Value Loans Pledged Number of Loans Loans held for investment sold under the repurchase agreement $ — — $ 66,365 17 Total $ — $ 66,365 The following table summarizes the contractual maturities for loans held for investment sold under the repurchase agreement: December 31, 2025 December 31, 2024 (in thousands) Maturing within 1 year $ — $ 56,050 After 1 but within 2 years — 10,315 Total $ — $ 66,365 The NHB Mortgage and the Churchill Facility contained cross-default provisions. 10. Unsecured Notes Payable At December 31, 2025, the Company had an aggregate of $ 171.3 million of unsecured, unsubordinated notes payable outstanding, net of $ 1.9 million of deferred financing costs (collectively, the “Notes”). (i) Notes having an aggregate principal amount of $ 51.8 million bearing interest at 6.0 % per annum and maturing December 30, 2026 (the “December 2026 Notes”); (ii) Notes having an aggregate principal amount of $ 51.7 million bearing interest at 6.0 % per annum and maturing March 30, 2027 (the “March 2027 Notes”); (iii) Notes having an aggregate principal amount of $ 29.7 million bearing interest at 7.125 % per annum and maturing June 30, 2027 (the “June 2027 Notes”); and (iv) Notes having an aggregate principal amount of $ 40.1 million bearing interest at 8.00 % per annum and maturing September 30, 2027 (the “September 2027 Notes”). The Notes were sold in underwritten public offerings, were issued in denomination of $ 25.00 each and are listed on the NYSE American and trade under the symbols “SCCD,” “SCCE,” “SCCF” and “SCCG,” respectively. All the Notes were issued at par. Interest on the Notes is payable quarterly on each March 30, June 30, September 30 and December 30 that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90 % of its taxable income, incurring any additional indebtedness or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150 % after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after their second anniversary of issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be equal to the outstanding principal amount of F-33 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. Currently, all the Notes are callable at any time. The following are the future principal payments on the notes payable as of December 31, 2025: Years ending December 31, Amount (in thousands) 2026 $ 51,750 2027 121,504 2028 — Total principal payments 173,254 Deferred financing costs 1,905 Total notes payable, net of deferred financing costs $ 171,349 The estimated amortization of the deferred financing costs as of December 31, 2025 is as follows: Years ending December 31, Amount (in thousands) 2026 $ 1,410 2027 495 2028 — Total deferred costs $ 1,905 11. Senior Secured Notes Payable On June 11, 2025, Holdings, an indirect, wholly-owned subsidiary of the Company, consummated a private placement of $ 100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Senior Secured Note Purchase Agreement"). An initial draw of $ 50.0 million was made at closing, an additional draw of $ 40.0 million was made in September 2025, and the remaining $ 10.0 million may be drawn at any time on or prior to May 15, 2026. The Senior Secured Notes bear interest at a fixed rate of 9.875 % per annum, with interest only payable quarterly on the 1st day of March, June, September and December, and include a commitment fee of 1.0 % on the undrawn portion of the Senior Secured Notes. The Company paid an approximately $ 1.5 million original issue discount on the $ 100.0 million aggregate principal amount which is part of the $ 3.6 million of deferred financing costs recorded related to the Senior Secured Notes. The deferred financing costs will be amortized over the five year term of the Senior Secured Notes using the effective interest method and amortization by year is as follows: 2025 - $ 164,000 , 2026 - $ 609,000 , 2027 - $ 718,000 , 2028 - $ 804,000 , 2029 - $ 894,000 , and 2030 - $ 401,000 . The Senior Secured Notes allow optional prepayment subject to a declining make-whole amount during the first three years, a declining prepayment premium in the fourth year, and then no make-whole payment or prepayment premium after the fourth year through maturity. Upon a change of control, holders of the Senior Secured Notes have the right to prepayment, if accepted, at 101 % of the outstanding principal. The Senior Secured Note Purchase Agreement contains affirmative and negative covenants customary for similar secured debt instruments, including minimum asset coverage ratio; leverage and liquidity requirements; restrictions on additional indebtedness, asset sales, and distributions under certain conditions; and maintenance of REIT status by the Company. The Company was in compliance with all debt covenants as of December 31, 2025. The Senior Secured Note Purchase Agreement includes customary events for similar secured debt instruments. Payment of the amounts due on the Senior Secured Notes is fully and unconditionally guaranteed by the Company and Sachem Capital Corporation Intermediate, LLC, a wholly-owned subsidiary of the Company. F-34 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities include the following: December 31, 2025 December 31, 2024 (in thousands) Accounts payable and accrued expenses $ 1,551 $ 2,928 Allowance for credit losses on unfunded commitments 669 924 Accrued interest 1,035 525 Total $ 3,255 $ 4,377 13. Fee Income from Loans For the years ended December 31, 2025 and 2024, fee income from loans consists of the following: Year Ended December 31, 2025 2024 (in thousands) Origination and modification fees $ 3,308 $ 5,088 Extension fees 901 990 Late and other fees 137 331 Processing fees 117 96 Construction servicing fees 440 457 Legal fees 264 250 Other fees 811 1,382 Total $ 5,978 $ 8,594 14. Commitments and Contingencies Unfunded Commitments At December 31, 2025, the Company had future funding obligations on loans held for investment totaling $ 37.2 million and obligations relating to investments in limited liability companies totaling $ 1.4 million, which can be drawn by the borrowers when the conditions relating thereto have been satisfied. The unfunded commitments will be funded from loan payoffs and additional drawdowns under existing and future credit facilities and proceeds from sale of debt and equity securities. The Company’s unfunded commitments are subject to allowances under the scope of CECL, see Note 4 – Loans and Allowance for Credit Losses — for further details. Litigation The Company is subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is F-35 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS based on information currently available to the Company and involves elements of judgment and significant uncertainties. While the Company does not believe that the outcome of pending or threatened litigation or other matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Company to incur additional expenses, which could be significant, and possibly material, to the Company’s results of operations in any future period. Other In the normal course of its business, the Company is named as a party-defendant in connection with tax foreclosure proceedings against properties on which it holds a first mortgage lien. The Company actively monitors these actions and, in all cases, believes there remains sufficient value in the subject property to assure that no loan impairment exists. At December 31, 2025, there was one such property with an unpaid principal balance of $ 0.3 million. At December 31, 2024, there were two such property with an aggregate unpaid principal balance of $ 1.9 million. 15. Related Party Transactions In the ordinary course of business, the Company may originate, fund, manage and service loans to shareholders. The underwriting process on these loans adheres to prevailing Company policy. The terms of such loans, including the interest rate, income, origination fees and other closing costs, are the same as those applicable to loans made to unrelated third parties in the portfolio. As of December 31, 2025, and 2024, loans to known shareholders totaled $ 17.2 million, which is included in loans held for investment, net in the Company’s accompanying Consolidated Balance Sheets. As of December 31, 2025, and 2024, $ 17.2 million and $ 17.0 million, respectively, related to Mod 21, LLC, which is a wholly owned entity of the Company’s Senior Vice President of Asset Management and Vice President of Asset Management. All of such loans are performing, and interest income earned on all related party loans for the years ended December 31, 2025 and 2024 totaled $ 1.1 million and $ 1.4 million, respectively. In December 2022, the Company hired the daughter of the Company’s Chief Executive Officer to perform certain internal audit and compliance services. For the years ended December 31, 2025 and 2024, she received compensation of $ 0.2 million and $ 0.2 million, respectively. 16. Stock-Based Compensation and Employee Benefits Stock-Based Compensation On October 27, 2016, the Company adopted the 2016 Equity Compensation Plan (the “Plan”), the purpose of which is to align the interests of the Company’s officers, other employees, advisors and consultants or any subsidiary, if any, with those of the Company’s shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on the Company’s behalf and to promote the success of the Company’s business. The Plan was administered by the Company's Compensation Committee (the "Compensation Committee"). The maximum number of the Company's common shares, par value $ 0.001 per share (the "Common Shares") reserved for the grant of awards under the Plan was 1,500,000 , subject to adjustment as provided in Section 5 of the Plan. The number of shares issuable to any one individual in a plan year was also limited to 100,000 shares, subject to adjustment as provided for in the Plan. On July 9, 2025, the Company adopted the 2025 Omnibus Incentive Plan (the "2025 Plan"), which replaced the Plan. The purpose of the 2025 Plan is consistent with that of the Plan and the maximum number of Common Shares reserved for grant of awards under the 2025 Plan is 2,936,762 . The number of securities remaining available for future issuance under the 2025 Plan as of December 31, 2025 was 2,553,447 . F-36 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below summarizes the Company’s awards granted, forfeited, or vested under the Plan and 2025 Plan during the years ended December 31, 2025 and 2024: Restricted Stock Number of Shares Weighted Average Grant Date Fair Value Unvested shares at December 31, 2023 297,412 $ 3.74 Granted 212,857 3.89 Vested ( 183,762 ) 4.39 Forfeited ( 333 ) 3.87 Unvested shares at December 31, 2024 326,174 4.31 Granted 1,150,983 1.20 Vested ( 312,789 ) 2.71 Forfeited ( 431,334 ) 1.21 Unvested shares at December 31, 2025 733,034 $ 1.80 During the years ended December 31, 2025 and 2024, the Company granted an aggregate of 1,150,983 and 212,857 , respectively, of restricted Common Shares under the 2025 Plan and the Plan. Of the 1,150,983 shares granted during the year ended December 31, 2025, a grant of 420,168 shares was rescinded immediately after the grant as discussed further below. Excluding the grant of 420,168 shares that was rescinded, grants during the year ended December 31, 2025 had a grant date fair value of $ 0.9 million. On March 10, 2025, the Compensation Committee authorized (i) a grant of 420,168 restricted Common Shares to John L. Villano, which shares had a fair market value on the date of grant of approximately $ 0.5 million; and (ii) a one-time bonus grant of 20,000 restricted Common Shares to each of the Company’s directors other than Mr. Villano. Each of the grantees, except for Mr. Walraven, also had the option, at his or her election, to receive the fair market value equivalent of his or her grant in a lump sum cash payment of $ 23,800 . An aggregate of 60,000 restricted Common Shares were granted to the Company’s non-employee directors, which shares had an aggregate fair market value on the date of grant of approximately $ 71,400 . One director elected the cash option. Subsequent to the Compensation Committee's action on March 10, 2025, authorizing the issuance of 420,168 Common Shares, subject to certain restrictions, to John L. Villano under the Plan, the Company realized that the grant exceeded the 100,000 share limit on grants to any single individual in any one year set forth in the Plan by 320,168 shares. In addition, upon further investigation, the Company determined that restricted stock grants made to Mr. Villano with respect to calendar years 2023 and 2024, exceeded the Plan's 100,000 share limit by 30,890 and 11,857 shares, respectively. Thus, in the aggregate, 362,915 restricted shares were issued in excess of Plan limitations. All such shares were unvested and subject to restriction. In an immediate full and in excess of necessary remediation of this matter, on March 24, 2025, the Compensation Committee rescinded the March 10, 2025 award to Mr. Villano ab initio. No other over issuances have been identified and no applicable adjustment have been identified. F-37 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS With respect to the restricted Common Shares granted during the year ended December 31, 2025 and excluding the 420,168 share grant rescinded, the grants had the vesting dates as follows: Vesting Date Number of Shares March 10, 2025 110,833 July 31, 2025 34,482 January 1, 2026 37,538 March 10, 2026 110,833 January 1, 2027 37,538 March 10, 2027 110,834 January 1, 2028 37,537 March 10, 2028 15,000 September 3, 2028 236,220 Stock-based compensation for the years ended December 31, 2025 and 2024, was $ 0.8 million and $ 0.9 million, respectively. As of December 31, 2025, there was unrecognized stock-based compensation expense of $ 0.7 million. Employee Benefits On April 16, 2018, the Company's board of directors (the "Board") approved the adoption of the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees who meet the participation criteria are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3 % of a participant’s compensation to the 401(k) Plan on behalf of an employee-participant. For the years ended December 31, 2025, and 2024, the 401(k) Plan expense was $ 0.1 million and $ 0.1 million, respectively, and is included under Compensation and employee benefits in the Consolidated Statements of Operations. 17. Equity Series A Preferred Stock The Company has designated 3,332,000 shares of its authorized preferred shares, par value $ 0.001 per share, as shares of Series A Preferred Stock (the “Series A Preferred Stock”) with the powers, designations, preferences and other rights as set forth in an Amended and Restated Certificate of Designation (the “Series A Designation Certificate”). The Series A Designation Certificate provides that the Company will pay quarterly cumulative dividends on the Series A Preferred Stock, in arrears, on the 30th day of each of March, June, September and December, and including, the date of original issuance of the Series A Preferred Stock until redeemed at 7.75 % of the $ 25.00 per share liquidation preference per annum (equivalent to $ 1.9375 per annum per share). The Series A Preferred Stock is not redeemable before June 29, 2026, except upon the occurrence of a Change of Control (as defined in the Series A Designation Certificate). On or after June 29, 2026, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $ 25.00 per share plus any accumulated and unpaid dividends to, but not including the redemption date. Upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $ 25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into Common Shares in connection with a Change of Control by the holders of the Series A Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company’s election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date as defined in the Series A Designation Certificate) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of the Common Shares determined by formula, in each case, on the terms and subject to the conditions described in the Series A Designation Certificate, including provisions for the receipt, under specified circumstances, of alternative consideration as F-38 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS described in the Series A Designation Certificate. Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights. The Company has reserved 83,300,000 Common Shares for issuance upon conversion of the Series A Preferred Stock. At-The-Market Offerings On August 24, 2022, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $ 75.0 million of its Common Shares and shares of its Series A Preferred Stock with an aggregate liquidation preference of up to $ 25.0 million in an “at-the market” offering (the “ATM Offering”). On June 17, 2024, the Company filed a new prospectus supplement (the “New Prospectus Supplement”) which modified the ATM Offering by reducing the amount of Common Shares the Company may offer and sell up to an aggregate of $ 48.7 million, including the Common Shares the Company has already sold in the ATM Offering prior to the date of the New Prospectus Supplement All the other terms of the ATM Offering remained the same. In February 2025, the effectiveness of the S-3 Registration Statement expired and, as a result, the ATM Offering terminated. On November 11, 2025, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $ 18.45 million of its Series A Preferred Stock in a new ATM offering (the "New ATM Offering").. During the year ended December 31, 2025, the Company sold no Common Shares and sold an aggregate of 6,010 shares of Series A Preferred Stock having an aggregate liquidation preference of $ 0.1 million, realizing gross proceeds of $ 0.1 million (representing a discount of 25.5 % from the liquidation preference). The Company’s issuance costs for Series A Preferred Stock shares sold during the year ended December 31, 2025 were de minimis. During the year ended December 31, 2024, the Company sold an aggregate of 276,825 shares of Series A Preferred Stock having an aggregate liquidation preference of $ 6.9 million, realizing gross proceeds of $ 5.7 million (representing a discount of 15.9 % from the liquidation preference) and an aggregate of 568,711 Common Shares, realizing net proceeds of $ 2.1 million. At December 31, 2025, $ 18.3 million of Series A Preferred Stock were available for future sale under the New ATM Offering. Repurchase Plans In October 2022, the Board adopted a stock repurchase plan (the “Original Repurchase Plan”), pursuant to which the Company may repurchase up to an aggregate of $ 7.5 million of its Common Shares. Under the Original Repurchase Plan, share repurchases were made from time to time on the open market at prevailing market prices or in negotiated transactions off the market in accordance with applicable federal securities laws, including Rule 10b-18 and 10b5-1 of the Exchange Act. The Original Repurchase Plan expired on October 9, 2024. Effective on October 10, 2024, the Board replaced the Original Repurchase Plan with a new stock repurchase plan (the “New Repurchase Plan”). Under the New Repurchase Plan, the Company may repurchase up to an aggregate of $ 5,802,959 (the amount remaining under the Original Purchase Plan) of Common Shares and share repurchases will be made from time to time on the open market at prevailing market prices in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. During the year ended December 31, 2025, the Company did not repurchase any Common Shares. During the year ended December 31, 2024, the Company repurchased an aggregate of 581,745 Common Shares at a total cost of $ 1.5 million. 18. Earnings (Losses) Per Share Basic and diluted earnings (lo sses) per share are calculated in accordance with FASB ASC 260 (Earnings Per Share). Under FASB ASC 260, basic earnings per share is computed by dividing net income (loss) available to the common shareholders by the weighted-average number of Common Shares outstanding for the period. The computation of diluted earnings (losses) per share is similar to basic earnings (losses) per share, except that the denominator is increased to include the potential dilution from the Company's unvested restricted stock awards that contain non-forfeitable rights to dividends so therefore deemed to participating securities for Common Shares using the treasury stock method. The numerator in calculating both basic and diluted earnings (losses) per Common Share for each period is the reported net income (loss) available to common shareholders. F-39 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2025, the Company had basic and diluted weighted average Common Shares outstanding of 46,893,413 , resulting in basic and diluted earnings per Common Share of $ 0.04 . For the year ended December 31, 2024, the Company had basic and diluted weighted average Common Shares outstanding of 47,413,012 , resulting in basic and diluted loss per Common Share of $( 0.93 ). 19. Limited Liability Company ("LLC") Investments The following table details the carrying value of each investment reflected on the Consolidated Balance Sheets as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Investment Ownership Percentage Carrying Value Ownership Percentage Carrying Value (in thousands ) (in thousands ) Shem Creek Capital Fund V LLC 7.6 % $ 867 7.6 % $ 1,143 Shem Creek Capital Fund VI LLC 9.9 % 3,071 9.9 % 4,290 Shem Creek Capital Fund VII LLC 13.0 % 3,605 16.2 % 3,598 Shem Creek Sachem V LLC 49.0 % 1,736 49.0 % 2,569 Shem Creek Sachem VI LLC 45.5 % 13,403 45.9 % 24,756 Shem Creek Sachem 100 LLC 67.6 % 8,950 100.0 % 12,586 Shem Creek Capital, LLC 20.0 % 5,000 20.0 % 2,500 Cordo CLT Investors LLC 7.2 % 2,500 7.2 % 2,500 Total $ 39,132 $ 53,942 Shem Creek (“Shem”) As of December 31, 2025, the Company had invested an aggregate of $ 36.6 million in seven limited liability companies (“LLC’s”) (all of which have elected to be taxed as partnerships). The Company’s interest in each of these entities is both “non-controlling” and lacks the ability for “significant influence” as considered under FASB ASC 810, 321 and 323. The Shem LLC’s are commercial real estate finance companies that provide first mortgage debt capital solutions to local and regional commercial multi-family real estate owners in the Northeastern United States. The Company has no management or voting rights in the operations of any of the Shem LLC’s. In September 2024, the Company acquired the seventh ownership interest, a 20 % membership interest in Shem Creek Capital, LLC, the management company of all Shem Creek investment vehicles. At close, the Company paid $ 2.5 million in cash. In February 2025, the Company paid the remaining $ 2.5 million in cash to complete the acquisition of the 20 % membership interest. In addition, the Company has the right to acquire an additional 10 % interest (increasing its stake to 30 %) in two separate 5 % options of $ 1.4 million and $ 1.5 million at any time prior to March 31, 2027. The Company has no management or voting rights of any significance in the operation of the entity, nor any board representation, but is allowed one of three investment committee members of Shem Creek Capital, LLC. The remaining two of three members of the investment committee is comprised of the two members who are also the sole manager of the Shem Creek Capital, LLC entity. The Company accounts for the funds and the manager investments at the measurement alternative of cost less impairment, adjusted for observable price changes, because the Company does not manage the fund or management entities in which it holds an interest. The Company has no control by contract or influence over operating and financial policies through member voting rights or deemed to have significant influence over the investments, even though FASB ASC 323-10-30-299-1 would presume such based on membership percentage owned levels being greater than 3% – 5%. The Company has assessed FASB ASC 321, 323 and 810 and has concluded that Predominant Evidence to the Contrary does exist in accordance with FASB ASC 323-10-15-10 based on full context and operations of all the individual LLC operating agreements. The Company’s withdrawal from each limited liability company may only be granted by the manager of Shem. F-40 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s investments can be categorized into three fund structures: fund investments, direct loan investments (co-invest vehicles) and the manager investment. The fund investments primarily include investments in two entities that invest in mortgage loans. The direct loan investments are through three entities whereby the Company directly invests in the participation of individual loans. Both the fund and direct loan structure primarily invest in mortgage loans to borrowers with a majority of the deals being leveraged by a bank. These loans are primarily two - to three - year collateralized mortgage loans, often with contractual extension options for the borrowers of an additional year. The Company receives quarterly distributions from the entities that are comprised of a preferred return, return of capital, and the incentive fee depending on each loan’s waterfall calculation, as defined by the loan agreements. The Company’s interests in the entities are not redeemable at any time, as its investment will be repaid as the underlying loans are repaid. The Company expects to be repaid on its current investments by December 31, 2027. Shem’s compensation includes senior financing fees, incentive fees, and management fees that are charged to each entity that it manages, including the seven entities in which the Company has an investment. The Company expects to receive quarterly distributions from the respective entities operating cash flows. For the years ended December 31, 2025 and 2024, the Shem investments generated interest income of $ 4.8 million and $ 5.1 million, respectively, for the Company, and management fee income of $ 0.5 million and $ 0.1 million, respectively, for the Company. At December 31, 2025, the Company had unfunded commitments totaling $ 1.4 million in the Shem LLCs. Cordo CLT Investors LLC In September 2024, the Company, through its wholly owned subsidiary Urbane Capital, LLC, initially acquired a 21.6 % interest in Cordo CLT Investors LLC for one time contribution of $ 2.5 million. As the remainder of committed common member equity is received by Cordo CLT Investors LLC, the Company’s membership interest declined to 7.2 %. This entity was formed for the sole purpose of developing a commercial multifamily property in Charlotte, North Carolina. The Company anticipates the project to be completed by the end of 2026. The Company also accounts for this member investment at FASB ASC 321 measurement alternative at cost, less impairment, because the Company does not manage the entity in which it holds an interest and has no contractual control, voting powers or significant influence over the entity’s operating and financial policies of any kind by contract of the operating agreement. 20. Income Taxes To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. Undistributed net income for federal income tax purposes differs from undistributed net income for GAAP purposes primarily due to the recognition of straight-line rent revenue, determining the basis of acquired assets, recording of impairments, the useful life and depreciation and amortization methods for real property and the provision for loan losses for financial reporting purposes versus bad debt expense for federal income tax purposes. For the year ended December 31, 2025, the Company’s TRS recognized a provision for federal and state income tax of $ 0 ,which would be represented in other expenses on the Company’s Consolidated Statements of Operations. F-41 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2025: December 31, 2025 Deferred Tax Assets: Net Operating Loss Carryforwards $ 920 Investment in LLCs 58 Basis in REO Assets 227 Total Gross Deferred Tax Assets 1,205 Less: Valuation Allowance ( 1,126 ) Net Deferred Tax Assets 79 Deferred Tax Liabilities: Depreciation ( 52 ) Prepaid Expenses ( 2 ) Amortization ( 25 ) Total Deferred Tax Liabilities ( 79 ) Total Deferred Tax Assets/(Liabilities) $ — At December 31, 2025, the Company’s TRS had federal net operating loss carryforwards of approximately $ 4.1 million. These losses were generated after 2017 and therefore may be carried forward indefinitely but may be used to offset only 80% of taxable income in any given year. The Company evaluates the realizability of deferred tax assets based on available evidence, including the history of taxable income and projected future taxable income of the TRS. Because the TRS has generated cumulative losses in recent years and uncertainty exists regarding the timing of future taxable income, management concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company recorded a valuation allowance against substantially all deferred tax assets at December 31, 2025. The income tax provision for the Company differs from the amount computed from applying the statutory federal income tax rate to income before income taxes due to non-taxable REIT income and other permanent differences including the non-deductibility of acquisition costs of business combinations for federal income tax reporting. The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying consolidated financial statements as of December 31, 2025. 21 . Subsequent Events The Company evaluated subsequent events from January 1, 2026 until the financial statements were issued. On January 1, 2026, the Company granted 282,217 restricted Common Shares, net of shares surrendered to cover taxes, to employees under the 2025 Plan. The grant date fair value of these awards was $ 0.3 million. On January 21, 2026, the Company entered into Amendment No. 2 to the Needham Credit Facility as discussed in Note 9 above F-42 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 4, 2026, the board of directors authorized and the Company declared a dividend of $ 0.484375 per share on the Company’s 7.75 % Series A Cumulative Redeemable Preferred Stock (“Series A Preferred”) payable on March 30, 2026 to Series A Preferred shareholders of record on March 15, 2026. The payment represents the full amount of the dividend accruing from December 30, 2025 through and including March 29, 2026. On March 4, 2026, the Board authorized and declared a quarterly dividend of $ 0.05 per common share to be paid to shareholders of record as of the close of trading on the NYSE American on March 15, 2026. The dividend is payable on March 30, 2026. F-43