What changed in this filing

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Item 1. Financial Statements

2026-05-20 compared with 2025-11-05 · 323 added, 504 removed, 418 unchanged (66% of the section changed)

3 unchanged sentences

(dollars in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(unaudited) (audited)

5 unchanged sentences

Loans held for investment, net 341,209 363,678

Loans held for sale (net of valuation allowance of $ 574 and $ 4,880 )

Interest and fees receivable (net of allowance of $ 922 and $ 2,598 )

11 unchanged sentences

Senior secured notes payable (net of deferred financing costs of $ 3,298 and $ 3,427 )

Repurchase agreements 7,825 33,708

96,702 86,573

Mortgage payable 895 917

2 unchanged sentences

Advances from borrowers 5,360 4,016

Below market lease intangible 628 665

Total liabilities 307,660 285,110

4 unchanged sentences

3,332,000 shares designated as Series A Preferred Stock;

2,306,748 shares of Series A Preferred Stock issued and outstanding at September 30, 2025 and December 31, 2024

2,312,758 shares of Series A Preferred Stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common Shares - $ 0.001 par value;

200,000,000 shares authorized;

47,691,121 and 46,965,306 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

47,955,647 and 47,684,955 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 258,172 257,905

7 unchanged sentences

(dollars in thousands, except share and per share data)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Interest income from loans $ 8,754 $ 7,887

Interest income from limited liability company investments 858 1,942

Interest expense and amortization of deferred financing costs ( 6,059 ) ( 6,094 )

Net interest income 3,553 3,735

Provision for credit losses related to loans held for investment ( 5,372 ) ( 1,052 )

Change in valuation allowance related to loans held for sale — 4

Net interest (loss) income after provision for credit losses related to loans held for investment and changes in valuation allowance related to loans held for sale ( 1,819 ) 2,687

Fee income from loans 1,292 1,425

1 unchanged sentence

Other investment income 3 6

Loss on equity securities ( 140 ) ( 125 )

Other income 143 72

Total revenues 12,000 14,785 34,217 46,735

Total other income 1,403 1,488

Operating expenses

Interest and amortization of deferred financing costs 6,565 6,836 18,798 21,278

Compensation and employee benefits ( 2,138 ) ( 1,771 )

General and administrative expenses ( 1,963 ) ( 1,355 )

Provision for credit losses related to loans held for investment 812 8,096 2,788 17,964

Change in valuation allowance related to loans held for sale 33 — ( 1,014 ) —

Impairment loss on real estate owned 185 320 185 397

Loss (gain) on sale of real estate owned and property and equipment, net 312 ( 30 ) 181 ( 294 )

Transaction expenses ( 1,608 ) —

Recovery of impairment loss on real estate 97 —

Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net 196 —

Other expenses ( 245 ) ( 145 )

Total operating expenses ( 5,661 ) ( 3,271 )

Operating (loss) income ( 367 ) ( 4,822 ) 1,728 ( 3,665 )

Other income, net

Gain (loss) on equity securities 1,364 ( 229 ) 2,060 229

Total other income, net 1,364 ( 229 ) 2,060 229

Net income (loss) 997 ( 5,051 ) 3,788 ( 3,436 )

Net (loss) income ( 6,077 ) 904

Preferred stock dividends ( 1,120 ) ( 1,117 )

Net (loss) income attributable to common shareholders $ ( 120 ) $ ( 6,146 ) $ 436 $ ( 6,623 )

Basic and diluted (loss) earnings per common share $ 0.00 $ ( 0.13 ) $ 0.01 $ ( 0.14 )

Net loss attributable to common shareholders $ ( 7,197 ) $ ( 213 )

Basic and diluted loss per common share $( 0.15 ) $ 0.00

Basic and diluted weighted average number of common shares outstanding 47,178,193 46,784,744

1 unchanged sentence

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(dollars in thousands, except share and per share data)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Net income (loss) $ 997 $ ( 5,051 ) $ 3,788 $ ( 3,436 )

Other comprehensive income (loss):

Reversal of losses from unrealized to realized — — — ( 65 )

Unrealized holding losses on available for sale (“AFS”) securities — — — ( 251 )

Comprehensive income (loss) $ 997 $ ( 5,051 ) $ 3,788 $ ( 3,752 )

Preferred stock dividend $ ( 1,117 ) $ ( 1,095 ) $ ( 3,352 ) $ ( 3,187 )

Total comprehensive income (loss) attributable to common shareholders $ ( 120 ) $ ( 6,146 ) $ 436 $ ( 6,939 )

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)

(dollars in thousands, except share data)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

Preferred Shares Common Shares Additional

Capital Accumulated

Comprehensive

Income (Loss) Cumulative

Net Earnings Cumulative

Dividends Paid Totals

Shares Amount Shares Amount

Balance, July 1, 2025 2,306,748 $ 2 47,310,139 $ 47 $ 257,384 $ — $ 38,309 $ ( 117,835 ) $ 177,907

Stock-based compensation, less shares forfeited — — 380,982 1 216 — — — 217

Dividends paid on Series A Preferred Stock — — — — — — — ( 1,117 ) ( 1,117 )

Dividends paid on common shares — — — — — — — ( 2,386 ) ( 2,386 )

Net income — — — — — — 997 — 997

Balance, September 30, 2025 2,306,748 $ 2 47,691,121 $ 48 $ 257,600 $ — $ 39,306 $ ( 121,338 ) $ 175,618

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

Preferred Shares Common Shares Additional

Capital Accumulated

Comprehensive

Income (Loss) Cumulative

Net Earnings Cumulative

Dividends Paid Totals

Shares Amount Shares Amount

Balance, July 1, 2024 2,206,128 $ 2 47,547,051 $ 48 $ 255,928 $ — $ 76,704 $ ( 102,514 ) $ 230,168

Issuance of Series A Preferred Stock, net of expenses 73,696 — — — 1,541 — — — 1,541

Stock buyback — — ( 535,369 ) ( 1 ) ( 1,372 ) — — — ( 1,373 )

Stock-based compensation — — ( 333 ) — 213 — — — 213

Dividends paid on Series A Preferred Stock — — — — — — — ( 1,095 ) ( 1,095 )

Dividends Paid on common shares — — — — — — — ( 3,796 ) ( 3,796 )

Net loss — — — — — — ( 5,051 ) — ( 5,051 )

Balance, September 30, 2024 2,279,824 $ 2 47,011,349 $ 47 $ 256,310 $ — $ 71,653 $ ( 107,405 ) $ 220,607

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)

(dollars in thousands, except share data)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Preferred Shares Common Shares Additional

9 unchanged sentences

Dividends paid on Common Shares — — — — — — — ( 2,398 ) ( 2,398 )

Net income — — — — — — 3,788 — 3,788

Balance, September 30, 2025 2,306,748 $ 2 47,691,121 $ 48 $ 257,600 $ — $ 39,306 $ ( 121,338 ) $ 175,618

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

Net loss — — — — — — ( 6,077 ) — ( 6,077 )

Balance, March 31, 2026 2,312,758 $ 2 47,955,647 $ 48 $ 258,172 $ — $ 35,749 $ ( 128,362 ) $ 165,609

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Preferred Shares Common Shares Additional

6 unchanged sentences

Balance, January 1, 2025 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 249,901 — — — 5,157 — — — 5,157

Issuance of common shares, net of expenses — — 568,711 1 2,049 — — — 2,050

Stock buyback — — ( 535,369 ) ( 1 ) ( 1,372 ) — — — ( 1,373 )

Stock-based compensation — — 344,833 — 264 — — — 264

Reversal of losses from unrealized to realized — — — — — ( 65 ) — — ( 65 )

Unrealized holding losses on AFS securities — — — — — ( 251 ) — — ( 251 )

Dividends paid on Series A Preferred Stock — — — — — — — ( 1,117 ) ( 1,117 )

1 unchanged sentence

Net income — — — — — — 904 — 904

Balance, September 30, 2024 2,279,824 $ 2 47,011,349 $ 47 $ 256,310 $ — $ 71,653 $ ( 107,405 ) $ 220,607

Balance, March 31, 2025 2,306,748 $ 2 47,310,139 $ 47 $ 257,220 $ — $ 36,422 $ ( 114,352 ) $ 179,339

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.

2 unchanged sentences

(dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 3,788 $ ( 3,436 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net (loss) income $ ( 6,077 ) $ 904

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Amortization of deferred financing costs 507 545

3 unchanged sentences

Change in valuation allowance related to loans held for sale — ( 4 )

Impairment loss on real estate owned 185 397

Loss (gain) on sale of real estate owned and property and equipment, net 181 ( 294 )

Gain on extinguishment of debt ( 140 ) —

Gain on equity securities ( 2,060 ) ( 229 )

Recovery of impairment loss on real estate owned ( 97 ) —

Gain on sale of real estate owned and property and equipment, net ( 196 ) —

Loss on equity securities 140 125

Change in deferred loan fees ( 5 ) 275

5 unchanged sentences

Advances from borrowers 1,344 ( 968 )

Total adjustments and operating changes 1,836 16,946

NET CASH PROVIDED BY OPERATING ACTIVITIES 835 191

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment securities — ( 7,767 )

Proceeds from the sale of investment securities 2,148 43,964

Purchase of interests in limited liability companies ( 721 ) ( 4,223 )

1 unchanged sentence

Proceeds from sale of real estate owned 673 89

Acquisitions of and improvements to real estate owned ( 235 ) —

Purchase of property and equipment — ( 41 )

2 unchanged sentences

Principal collections on loans 18,050 47,742

NET CASH PROVIDED BY INVESTING ACTIVITIES 1,589 44,262

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ( 16,504 ) 5,747

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Repayment of mortgage payable ( 22 ) ( 21 )

Repayment of notes payable ( 56,845 ) ( 23,647 )

Dividends paid on common shares ( 2,398 ) ( 2,363 )

2 unchanged sentences

Payments of deferred financing costs ( 150 ) —

Repurchase of common shares — ( 1,373 )

Proceeds from issuance of common shares, net of expenses — 2,050

Proceeds from issuance of Series A Preferred Stock, net of expenses — 5,157

NET CASH USED IN FINANCING ACTIVITIES ( 14,107 ) ( 64,489 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 6,894 ) ( 6,717 )

NET CASH PROVIDED BY FINANCING ACTIVITIES 16,310 410

NET INCREASE IN CASH AND CASH EQUIVALENTS 641 6,348

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD 10,924 18,066

4 unchanged sentences

(dollars in thousands)

Nine months ended

September 30,

Three months ended

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

Cash paid during the period for interest $ 5,633 $ 5,760

Cash paid during the period for income tax $ 201 $ 140

Real estate acquired in connection with foreclosure of certain mortgages $ — $ 410

Loans held for sale transferred to loans held for investment $ 6,479 $ —

Developmental real estate acquired in settlement of loan held for investment $ 1,696 $ —

Developmental real estate transferred from real estate owned $ 4,250 $ —

Loans held for investment transferred to other assets $ 454 $ —

Developmental real estate acquired in restructuring of loan held for investment $ 35,948 $ 1,696

Loans originated from sale of real estate owned $ — $ 30

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Sachem Capital Corp.

3 unchanged sentences

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 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.

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 makes opportunistic real estate purchases and investments apart from its lending activities.

In addition, the Company may make opportunistic real estate purchases apart from its lending activities.

Significant Accounting Policies

7 unchanged sentences

The balance sheet information as of December 31, 2025 is derived from audited financial statements, but does not include all disclosures required by GAAP.

Results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the operating results to be attained in the entire fiscal year or for any subsequent period.

Results of operations for the three months ended March 31, 2026, are not necessarily indicative of the operating results to be attained in the entire fiscal year or for any subsequent period.

Basis of Presentation and Principles of Consolidation

2 unchanged sentences

Actual amounts could differ from those estimates.

Significant estimates include the provisions for Current Expected Credit Losses ("CECL"), as described in Note 4 below, loans held for sale at fair value and real estate owned.

Significant estimates include the provisions for credit losses and real estate owned.

The accompanying unaudited condensed 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.

1 unchanged sentence

Variable Interest Entities

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 (the “2025 Needham Credit Facility”).

Simultaneously with the execution of the 2025 Needham Credit Facility, the Company terminated and repaid in full the outstanding balance under its previous credit facility with Needham Bank.

The Company consolidates SN Holdings LLC (“SN Holdings”), a wholly owned subsidiary of the Company established for the sole purpose of acting as the borrower under the revolving credit facility with Needham Bank (as described in Note 9 below), and Sachem Capital Corporation Holdings, LLC ("Holdings"), an indirect, wholly-owned subsidiary of the Company, formed for the sole purpose of acting as the issuer of the $ 100 million Senior Secured Notes (defined below).

SN Holdings and Holdings are variable interest entities (“VIEs”) under the guidance of Financial

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

SN Holdings is a variable interest entity (“VIE”) under the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 2025 Needham Credit Facility and through its ability to direct all operational and financing decisions.

Accordingly, SN Holdings has been consolidated in the Company’s condensed consolidated financial statements.

As of September 30, 2025, SN Holdings had total assets of $ 90.6 million and total liabilities of $ 36.0 million, consisting primarily of collateralized mortgage loans and borrowings under the 2025 Needham Credit Facility.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation , as they were established with insufficient equity at risk and do not have independent operations apart from the Company.

The Company has determined that it is the primary beneficiary of SN Holdings and Holdings because it has both (i) the power to direct the activities that most significantly impact their economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to each entity, primarily through its role as the guarantor and through its ability to direct all operational and financing decisions.

As of March 31, 2026, SN Holdings had total assets of $ 93.0 million and total liabilities of $ 32.2 million, consisting primarily of collateralized mortgage loans and borrowings under the Needham Credit Facility (defined below).

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 "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 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 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 Secured Notes and through its ability to direct all operational and financing decisions.

Accordingly, Holdings has been consolidated in the Company’s condensed consolidated financial statements.

As of September 30, 2025, Holdings had total assets of $ 206.8 million and total liabilities of $ 92.6 million, consisting primarily of collateralized mortgage loans and indebtedness evidenced by the Secured Notes.

As of March 31, 2026, Holdings had total assets of $ 195.7 million and total liabilities of $ 100.5 million, consisting primarily of collateralized mortgage loans and 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.

2 unchanged sentences

Fair Value Measurement

(in thousands) September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

Investment securities $ 795 $ 936

Loans held for sale, net 8,797 10,970

The following table illustrates assets and liabilities measured at fair value on a nonrecurring basis:

Certain assets are measured at fair value on a nonrecurring basis;

that is, not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment.) The following table illustrates assets and liabilities measured at fair value on a nonrecurring basis:

Fair Value Measurement

(in thousands) September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025

Individually evaluated loans, net of allowance for credit losses $ 81,911 $ 114,028

Real estate owned, net 16,022 16,402

There were no nonrecurring fair value adjustments to the above assets for the nine months ended September 30, 2025.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

The following table presents the carrying amounts and fair values of financial instruments at September 30, 2025 and December 31, 2024:

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The following table presents the carrying amounts and fair values of financial instruments at March 31, 2026 and December 31, 2025:

Carrying Amount Fair Value Measurement

(in thousands) September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

(in thousands) March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025

Cash and cash equivalents $ 11,565 $ 10,924 $ 11,565 $ 10,924

Notes payable (listed) - fixed rate debt 171,692 171,349 166,002 163,854

Investment securities 1,429 1,517 1,429 1,517

Lines of credit and repurchase agreements – variable rate debt 40,565 73,708 40,565 73,708

Lines of credit 29,000 19,000 29,000 19,000

Loans held for investment, net 341,209 363,678 341,209 363,678

Loans held for sale, net 8,797 10,970 8,797 10,970

Interest and fees receivable and due from borrowers 10,381 11,094 10,381 10,963

3 unchanged sentences

Mortgage payable 895 917 895 917

Loans held for investment, net/Loans held for sale, net/Real estate owned, net (Level 3) :

The Company utilizes third-party appraisals of collateral in determining the fair value of the underlying asset, with unobservable inputs of appraised value adjustments made 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%.

Impact of Fair Value of Available-for-sale Securities on Other Comprehensive Income

The following table presents the impact of the Company’s AFS securities - debt securities on its Other Comprehensive Income (“OCI”) for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

(in thousands) (in thousands)

OCI from AFS securities – debt securities:

Unrealized gain on debt securities at beginning of period $ — $ — $ — $ 316

Reversal of losses from unrealized to realized — — — ( 65 )

Unrealized holding losses on AFS securities — — — ( 251 )

Change in OCI from AFS debt securities — — — ( 316 )

Balance at end of period $ — $ — $ — $ —

As of September 30, 2025 and December 31, 2024, the Company did not hold any debt securities.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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.

Loans include loans held for investment that are accounted for at amortized cost net of allowance for credit losses.

The classification for a loan is based on management’s strategy for the loan.

Loans held for investment

As of September 30, 2025 and December 31, 2024, the Company had 119 and 157 loans held for investment, respectively.

As of September 30, 2025 and December 31, 2024, the Company had direct reserves on outstanding principal for loans held for investment of $ 5.5 million and $ 13.3 million, 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 with the intent to designate them as loans held for sale.

Nevertheless, as of September 30, 2025, the Company had designated seven loans as held for sale.

These seven loans had a gross outstanding principal balance of $ 9.4 million and an aggregate valuation allowance of $ 0.6 million based on the lower of cost or market value.

As of December 31, 2024, the Company had designated 11 loans as held for sale.

These loans had a gross outstanding principal balance of $ 15.9 million and an aggregate valuation allowance of $ 4.9 million based on the lower of cost or market value.

As of both September 30, 2025 and December 31, 2024, such loans were on non-accrual status and pending foreclosure.

The following table presents relevant data relating to the Company's loans held for sale as of September 30, 2025:

Balance as of December 31, 2024 Transfers in Change in valuation allowance Transfers out, net Balance as of

September 30, 2025

(in thousands)

Loans held for sale, net $ 10,970 $ — $ 1,014 $ ( 3,187 ) $ 8,797

Total loans held for sale, net $ 10,970 $ — $ 1,014 $ ( 3,187 ) $ 8,797

As of March 31, 2026 and December 31, 2025, the Company had 108 and 115 loans held for investment, respectively.

As of March 31, 2026 and December 31, 2025, the Company had direct reserves on outstanding principal for loans held for investment of $ 7.0 million and $ 6.3 million, respectively.

Loan portfolio

As of September 30, 2025 and December 31, 2024, loans held for investment on non-accrual status had an outstanding principal balance of $ 104.1 million and $ 87.1 million, respectively.

As of March 31, 2026 and December 31, 2025, loans held for investment on non-accrual status had an outstanding principal balance of $ 75.4 million and $ 117.6 million, respectively.

The non-accrual loans are inclusive of loans pending foreclosure.

2 unchanged sentences

(in thousands) Current 30-59 days past due 60-89 days past due Greater than 90 days Total

As of September 30, 2025 $ 261,595 $ 9,559 $ — $ 104,066 $ 375,220

As of June 30, 2025 $ 257,780 $ 6,065 $ 1,295 $ 119,599 $ 384,739

As of March 31, 2026 $ 259,192 $ 37,956 $ 1,360 $ 57,327 $ 355,835

As of December 31, 2025 $ 239,615 $ 20,218 $ — $ 117,585 $ 377,418

As of September 30, 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 18.0 %, but could be more or less depending on state usury laws and other considerations deemed relevant by the Company.

There are no greater than 90 days past due loans that are on accrual status as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, there were loans greater than 90 days past due with gross principal balances of $ 37.3 million and $ 96.8 million, respectively, for which no specific allowance for credit losses was recorded.

As of March 31, 2026 and December 31, 2025, there were loans greater than 90 days past due with gross principal balances of $ 20.0 million and $ 20.8 million, respectively, for which specific allowances were recorded.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

As of September 30, 2025 and December 31, 2024, the Company had one borrower representing 13.4 % and 14.0 % of the outstanding mortgage loan portfolio, or $ 50.4 million and $ 55.0 million, respectively.

These loans are included in our nonperforming loan portfolio.

The following table presents the Company’s loans held for investment portfolio by geographical location as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The aggregate gross outstanding principal of loans in pending/pre-foreclosure as of March 31, 2026, and December 31, 2025, was $ 39.6 million and $ 37.5 million, respectively.

As of March 31, 2026, and December 31, 2025, the Company had directly reserved against these loans in foreclosure in the amounts of $ 6.7 million and $ 4.2 million, respectively.

Further, as of March 31, 2026 and December 31, 2025, the Company had direct reserves against non-performing loans held for investment that experienced declines in fair value of $ 0.3 million and $ 2.1 million, respectively.

As of March 31, 2026, 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 18.0 %, but could be more or less depending on state usury laws and other considerations deemed relevant by the Company.

As of March 31, 2026, no borrower exceeded 10% of the Company's outstanding mortgage loan portfolio.

At December 31, 2025, the Company had one borrower representing 13.3 % of the outstanding mortgage loan portfolio.

These loans were included in our nonperforming loan portfolio at December 31, 2025.

The following table presents the Company’s loans held for investment by geographic location as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(in thousands) Carrying Value % of Portfolio Carrying Value % of Portfolio

4 unchanged sentences

Total $ 355,835 100.0 % $ 377,418 100.0 %

The following tables present the carrying value 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:

September 30, 2025 Year Originated (1)

The following tables present the carrying value of the Company’s loans held for investment based on credit quality indicators in assessing estimated credit losses and year of origination at the dates indicated:

March 31, 2026 Year Originated (1)

FICO Score (2) (in thousands)

Value 2026 2025 2024 2023 2022 Prior

Loans held for investment:

Under 500 $ 142 $ — $ — $ 142 $ — $ — $ —

7 unchanged sentences

Total $ 355,835 $ 22,708 $ 89,876 $ 34,077 $ 82,908 $ 36,408 $ 89,858

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

December 31, 2025 Year Originated (1)

13 unchanged sentences

(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.

The following table presents the amortized cost of collateral dependent loans:

March 31, 2026 December 31, 2025

(in thousands)

Collateral Type Collateral Dependent Loans Collateral Dependent Loans

Residential $ 41,291 $ 65,077

Commercial 29,250 27,700

Pre-Development Land 12,832 12,832

Mixed Use 5,527 14,666

Total $ 88,900 $ 120,275

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(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.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Loan modifications made to borrowers experiencing financial difficulty

The following tables present loan modifications during the periods indicated made to borrowers experiencing financial difficulty:

(in thousands) Three Months Ended September 30, 2025

Carrying Value % of Total

Carrying Value of

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ — — % Unpaid interest/taxes/charges added to principal balance

Term extension $ 28,952 8.0 % A weighted average of 9.9 months were added to the life of the loans

(in thousands) Three Months Ended September 30, 2024

Carrying Value % of Total

Carrying Value of

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ 11,835 2.6 % Unpaid interest/taxes/charges added to principal balance

Term extension $ 16,113 3.5 % A weighted average of 5.0 months were added to the life of the loans

(in thousands) Nine Months Ended September 30, 2025

(in thousands) Rolling twelve months ended March 31, 2026

Carrying Value % of Total

3 unchanged sentences

Term extension $ 96,748 28.4 % A weighted average of 10.4 months were added to the life of the loans

(in thousands) Nine Months Ended September 30, 2024

(in thousands) Rolling twelve months ended March 31, 2025

Carrying Value % of Total

1 unchanged sentence

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ 33,500 7.3 % Unpaid interest/taxes/charges added to principal balance

Term extension $ 23,922 6.2 % A weighted average of 6.7 months were added to the life of the loans

As of September 30, 2025, the Company had commitments to lend additional amounts totaling approximately $ 6.8 million to borrowers experiencing financial difficulty.

During the nine months ended September 30, 2025, the

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Company modified the interest rate on thirteen loans with an outstanding principal balance of $ 30.4 million.

As of March 31, 2026, the Company had commitments to lend additional amounts totaling approximately $ 4.5 million to borrowers experiencing financial difficulty.

During the twelve months ended March 31, 2026, the Company modified the interest rate on twelve loans with an outstanding principal balance of $ 42.3 million.

The change in the rate was due to taking the loan off default rate.

The following table presents the performance of loans that have been modified in the last 12 months to borrowers experiencing financial difficulty.

Of the loans that were modified in the last 12 months to borrowers experiencing financial difficulty, one loan defaulted during the period.

As of September 30, 2025

As of March 31, 2025, the Company had committed to lend additional amounts totaling approximately $ 0.8 million to borrowers experiencing financial difficulty.

Of the loans that were modified that experienced financial difficulties during the period ended March 31, 2025, one loan with an outstanding principal balance of $ 0.6 million experienced a rate decrease due to the modification.

The change in the rate was taking the loan off default rate.

The following table presents the performance of loans that have been modified during the twelve-month period ended March 31, 2026 to borrowers experiencing financial difficulty.

Of the loans that were modified during the twelve-month period ended March 31, 2026 to borrowers experiencing financial difficulty, four loans defaulted during the period.

(in thousands) Current 90-119 days past due 120+ days past due Total

1 unchanged sentence

Term extension 96,748 — — 96,748

Deferred loan fees

As of September 30, 2025 and December 31, 2024, the Company had $ 2.4 million and $ 2.0 million, respectively, of deferred loan fee revenue relating to loans held for investment.

There were no such deferred fees for loans held for sale as of September 30, 2025 and December 31, 2024.

The following table presents the performance of loans that have been modified during the twelve-month period ended March 31, 2025 to borrowers experiencing financial difficulty.

Of the loans that were modified during the twelve-month period ended March 31, 2025 to borrowers experiencing financial difficulty, no loans defaulted during the period.

(in thousands) Current 90-119 days past due 120+ days past due Total

Term extension $ 23,922 $ — $ — $ —

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Allowance for credit losses

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the three months ended September 30, 2025:

Balance as of June 30, 2025 Provision for (recovery of) credit

losses related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Balance as of

September 30, 2025

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the three months ended March 31, 2026:

Balance as of December 31, 2025 Provision for (recovery of) credit

losses related to loans Charge-offs Balance as of

March 31, 2026

(in thousands)

3 unchanged sentences

Unfunded commitments 670 ( 82 ) — 588

Real estate owned — 4,366 — ( 4,366 ) —

Total allowance for credit losses $ 15,862 $ 5,372 $ ( 5,532 ) $ 15,702

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the nine months ended September 30, 2025:

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the three months ended March 31, 2025:

Balance as of December 31, 2024 Provision for (recovery of) credit

losses related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Balance as of

September 30, 2025

losses related to loans Charge-offs Balance as of

March 31, 2025

(in thousands)

3 unchanged sentences

Unfunded commitments 924 ( 60 ) — 864

Real estate owned — 8,344 — ( 8,344 ) —

Total allowance for credit losses $ 23,662 $ 1,052 $ ( 791 ) $ 23,923

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

The following table presents activity in the allowance for credit losses by geographic location with respect to loans held for investment for the three months ended September 30, 2025:

Allowance for credit losses as of June 30, 2025 Provision for

The following table presents activity in the allowance for credit losses by geographic location with respect to loans held for investment for the three months ended March 31, 2026:

Allowance for credit losses as of December 31, 2025 Provision for

(recovery of) credit losses

related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Allowance for credit losses

as of September 30,

as of March 31,

(in thousands)

4 unchanged sentences

Total $ 11,510 $ 4,771 $ — $ ( 3,880 ) $ 12,401

The following table presents activity in the allowance for credit losses by geographic location with respect to loans held for investment for the nine months ended September 30, 2025:

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The following table presents activity in the allowance for credit losses by geographic location with respect to loans held for investment for the three months ended March 31, 2025:

Allowance for credit losses as of

1 unchanged sentence

(recovery of) credit losses

related to loans Reclassification of loans held for sale to loans held for investment Charge-offs Allowance for credit losses

as of September 30,

related to loans Charge-offs Allowance for credit losses

as of March 31,

(in thousands)

4 unchanged sentences

Total $ 18,470 $ 273 $ ( 621 ) $ 18,122

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the three months ended September 30, 2025:

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the three months ended March 31, 2026:

2026 2025 2024 2023 2022 Prior Total

2 unchanged sentences

Total $ — $ — $ — $ — $ — $ 3,880 $ 3,880

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the nine months ended September 30, 2025:

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the three months ended March 31, 2025

2025 2024 2023 2022 2021 Prior Total

2 unchanged sentences

Total $ — $ 134 $ — $ 487 $ — $ — $ 621

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Investment in Developmental Real Estate, Net

As of September 30, 2025 and December 31, 2024, investment in developmental real estate, net consisted of the following:

September 30, 2025 Cost Accumulated Depreciation Investment in Developmental

Real Estate, Net

(in thousands)

Land $ 11,432 $ — $ 11,432

Building 5,332 ( 187 ) 5,145

Site improvements 870 ( 54 ) 816

Tenant improvements 1,183 ( 66 ) 1,117

Construction in progress 4,026 — 4,026

Lease intangibles 81 ( 5 ) 76

Total $ 22,924 $ ( 312 ) $ 22,612

December 31, 2024 Cost Accumulated Depreciation Investment in Developmental

Real Estate, Net

(in thousands)

Land $ 4,557 $ — $ 4,557

As of March 31, 2026 and December 31, 2025, investment in developmental real estate, net consisted of the following:

As of March 31, 2026 As of December 31, 2025

(in thousands) Cost Accumulated Depreciation Net investment Cost Accumulated Depreciation Net investment

Land and land improvements $ 8,552 $ ( 23 ) $ 8,529 $ 8,392 $ ( 15 ) $ 8,377

Building 20,513 ( 13 ) 20,500 1,346 ( 4 ) 1,342

Site improvements 359 ( 30 ) 329

Tenant improvements 1,182 — 1,182

Construction in progress 16,984 — 16,984 — — —

Lease intangibles 41 — 41

Total $ 46,049 $ ( 36 ) $ 46,013 $ 9,738 $ ( 19 ) $ 9,719

During the three and nine months ended September 30, 2025, the Company acquired a developmental property for $ 1.5 million and transferred two land parcels carried at an aggregate value of $ 4.3 million from real estate owned to investments in developmental real estate.

There were no such acquisitions or transfers during the three and nine months ended September 30, 2024.

For the nine months ended September 30, 2025 and 2024, depreciation and amortization expense related to developmental real estate was $ 0.1 million and $ 0.1 million, respectively, which is presented in other expenses on the Company’s Condensed Consolidated Statements of Operations .

Tenant improvements and other intangibles associated with the tenant began amortizing upon commencement of the lease that occurred in February 2025.

Amortization related to tenant improvements and intangibles was $ 71,000 for the nine months ended September 30, 2025 compared to no such amortization for the nine months ended September 30, 2024 .

Additionally, the Company leases space to a tenant under an operating lease.

The lease provides 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 provides 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.

During the three months ended March 31, 2026, the Company restructured the loan associated with its legacy Naples, Florida mortgage receivable.

Prior to the restructuring, the Company had designated the loan as a mortgage loan held for investment and was carried at $ 39.8 million.

Through the restructuring, the Company acquired 100 % of the membership interests of the entity holding the condominium assets associated with this loan.

The assets acquired include three completed condominium units and the construction in progress of four additional condominium units.

The transaction

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

As of September 30, 2025, future minimum rents under non-cancelable operating leases were as follows:

Years Ending December 31, Amount

(in thousands)

2025 (remaining three months) $ —

Thereafter 8,852

Total $ 13,665

The Company acquired one property in investment in developmental real estate that was subject to an in place lease during 2023.

In the purchase price allocation, the Company recorded an acquired below market lease intangible of $ 0.7 million.

The estimated annual amortization of the below market lease intangible is $ 0.1 million per year.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

was accounted for in accordance with ASC 310 (Receivables).

Based on a discounted cash flow model, the fair value of the assets acquired was estimated to be $ 35.9 million, resulting in a credit loss of $ 3.9 million upon restructuring of the loan.

The discounted cash flow model utilized a 10.2 % discount rate which is an unobservable input.

Building and land improvements that are placed in service are being depreciated using the straight-line method over their estimated useful lives of 40 years and 15 years, respectively.

For the three months ended March 31, 2026 and 2025, depreciation and amortization related to the asset was de minimis and is presented in other expenses on the Company’s unaudited Condensed Consolidated Statements of Operations.

Real Estate Owned (“REO”)

Property acquired through foreclosure are included on the Condensed Consolidated Balance Sheets as real estate owned and further categorized as held for sale or held for rental, described in detail below.

As of September 30, 2025 and December 31, 2024, real estate owned, net totaled $ 18.9 million and $ 18.6 million, respectively.

During the nine months ended September 30, 2025, the Company recorded an impairment loss on real estate owned of $ 0.2 million compared to an impairment loss of $ 0.5 million for the year ended December 31, 2024, which is considered a Level 3 non-recurring fair market value adjustment.

The following table presents the Company’s REO activity during the nine months ended September 30, 2025:

Properties acquired through foreclosure are included on the Company's unaudited Condensed Consolidated Balance Sheets as real estate owned.

As of March 31, 2026 and December 31, 2025, real estate owned, net totaled $ 16.0 million and $ 16.4 million, respectively.

During the three months ended March 31, 2026, the Company recorded a recovery of impairment loss on real estate owned of $ 0.1 million compared to an impairment loss of $ 1.1 million for the year ended December 31, 2025, which is considered a Level 3 non-recurring fair market value adjustment.

The following table presents the Company’s REO activity during the three months ended March 31, 2026 and March 31, 2025:

March 31, 2026 March 31, 2025

(in thousands)

Real estate owned at December 31, 2024 $ 18,574

Real estate owned at beginning of period $ 16,402 $ 18,574

Principal basis transferred to real estate owned — 410

Investment in real estate owned 235

Charge-offs on principal transferred ( 8,344 )

Proceeds from sale of real estate owned ( 673 ) ( 119 )

Real estate owned transferred to investment in developmental real estate ( 4,250 )

Loans origination from sale of real estate owned ( 840 )

Impairment of real estate owned ( 185 )

Loss on sale of real estate owned ( 181 )

Real estate owned at September 30, 2025 $ 18,912

As of September 30, 2025, REO included $ 0.8 million of real estate held for rental and $ 18.1 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 nine months ended September 30, 2025, the Company sold ten properties held for sale and recognized a loss on sale of $ 0.2 million.

In addition, the Company transferred two properties held for sale to investments in developmental real estate carried at an aggregate value of $ 4.3 million.

During the nine months ended September 30, 2024, the Company sold eleven property held for sale and recognized a gain on sale of $ 0.3 million.

There were no properties

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

transferred from held for sale to investments in developmental real estate during the three and nine months ended September 30, 2024.

Such sales are included in gain on sale of real estate owned and property and equipment, net on the Company’s Condensed Consolidated Statements of Operations.

Properties Held for Rental

As of September 30, 2025 and December 31, 2024, one property, a commercial building, was held for rental.

The tenant signed a 5-year lease that commenced on August 1, 2021.

As of September 30, 2025, future minimum rents under this lease were as follows:

Years Ending December 31, Amount

(in thousands)

2025 (remaining three months) $ 18

Recovery of impairment loss on real estate owned 97 —

Gain on sale of real estate owned 196 —

Real estate owned at end of period $ 16,022 $ 18,865

Property and Equipment, Net

The following tables represent the Company’s property and equipment, net as of September 30, 2025 and December 31, 2024:

September 30, 2025 Cost Accumulated Depreciation Property and Equipment, Net

(in thousands)

Building $ 2,594 $ ( 222 ) $ 2,372

Land 255 — 255

Furniture and fixtures 308 ( 168 ) 140

Computer hardware and software 312 ( 268 ) 44

Vehicles 435 ( 193 ) 242

Total property and equipment, net $ 3,904 $ ( 851 ) $ 3,053

December 31, 2024 Cost Accumulated Depreciation Property and Equipment, Net

(in thousands)

The following tables represent the Company’s property and equipment, net as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(in thousands) Cost Accumulated Depreciation Net investment Cost Accumulated Depreciation Net investment

Building $ 2,594 $ ( 194 ) $ 2,400 $ 2,594 $ ( 177 ) $ 2,417

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

As of September 30, 2025 and December 31, 2024, other assets consisted of the following:

September 30, 2025 December 31, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2026

As of March 31, 2026 and December 31, 2025, other assets consisted of the following:

March 31, 2026 December 31, 2025

(in thousands)

3 unchanged sentences

Notes receivable 6,334 2,319

Deferred financing costs, net 89 —

Straight line rent receivable 765 —

Deferred leasing costs, net 365 387

Acquired in-place lease intangible, net 537 568

Goodwill 391 391

1 unchanged sentence

Total $ 8,961 $ 5,002

The estimated annual amortization of acquired in-place lease intangible is $ 57,000 per year.

The estimated annual amortization of deferred leasing costs is $ 39,000 per year.

Lines of Credit, Mortgage Payable and Churchill Facility

Line of Credit and Mortgage Payable

Line of Credit – Needham Bank

The Company has maintained 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 revolving credit facility (“Needham Credit Facility”) with commitments of $ 50.0 million and $ 65.0 million, subject to borrowing base limitations and covenant compliance, at September 30, 2025 and December 31, 2024, respectively.

On March 20, 2025, the Company entered into a new Credit Agreement with Needham, replacing the prior Needham Credit Facility, which was fully repaid and terminated on the same date.

The 2025 Needham Credit Facility matures on March 2, 2026, and includes an option to extend the term by one year upon satisfaction of certain conditions.

Under the new agreement, SN Holdings, a wholly owned subsidiary of the Company, serves as the borrower, and the Company serves as guarantor of all obligations.

The 2025 Needham Credit Facility is secured by a first priority lien on all the assets of SN Holdings, and includes a requirement that SN Holdings maintain assets equal to at least two times the outstanding principal balance under the facility.

In addition, SN Holdings is required to collaterally assign to Needham a portfolio of mortgage loans with an outstanding principal balance of no less than the greater of $ 30.0 million or the full drawn balance on the facility.

The Company, as guarantor, has also granted Needham a blanket lien on substantially all of its assets, with the ability to request lien releases to facilitate other financings.

The 2025 Needham Credit Facility, at the subsidiary borrower level, is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements, including a covenant that requires SN Holdings to maintain:

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 Credit Agreement, the borrower is SN Holdings and the Company is the guarantor of all SN Holdings’ obligations under the Credit 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.

The Company, 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 the Company’s request to facilitate other financings in accordance with the terms of the Credit Agreement.

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).

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 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 (at the consolidated guarantor level) and availability under the facility equal to or greater than $ 10 million;

and (C) an Asset Coverage Ratio (as defined) of at least 150 %.

As of September 30, 2025 and December 31, 2024, the total outstanding principal balances on the respective Needham Credit Facilities were $ 32.7 million and $ 40.0 million, respectively, with interest rates of 7.00 % and 7.25 %, respectively.

(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 March 31, 2026 and December 31, 2025, the total outstanding principal balance on the Needham Credit Facility was $ 29.0 million and $ 19.0 million, respectively, with an interest rate of 6.50 % and 6.50 %, respectively.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Loans under the 2025 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 %).

Interest is paid monthly.

All outstanding revolving loans and accrued but unpaid interest are due and payable on the maturity date.

As of September 30, 2025, SN Holdings had $ 90.6 million of assets pledged to Needham.

The Company was in compliance with all facility covenants as of September 30, 2025.

Mortgage Payable – New Haven Bank

The Company has financed its headquarters property located at 568 East Main Street, Branford, Connecticut with an adjustable-rate first lien non-recourse mortgage loan from New Haven Bank in the original principal amount of $ 1.7 million (the “NHB Mortgage”).

FOR THE THREE MONTHS ENDED MARCH 31, 2026

As of March 31, 2026 and 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 $ 1.7 million (the "NHB Mortgage").

The NHB Mortgage accrues interest at an initial rate of 5.75 % per annum for the first 60 months.

1 unchanged sentence

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 NHB Mortgage are amortized based on a 20 -year amortization schedule.

Over the next five years, the Company is scheduled to make principal payments of approximately $ 50,000 to $ 64,000 annually.

All payments under the loan are amortized based on a 20-year 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.

As of September 30, 2025 and December 31, 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.

The Company uses the proceeds from the Churchill Facility to finance the continued expansion of its lending business and for general corporate purposes.

Under the terms of the Churchill Facility, the Company has the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill has the right, but not the obligation, to purchase those loans.

In addition, the Company has the right and, in some instances the obligation, to repurchase those loans from Churchill.

The amount that Churchill will pay for each mortgage loan it purchases will vary based on the attributes of the loan and various other factors.

The repurchase price is calculated by applying an interest factor, as defined, to the purchase price of the mortgage loan.

The Company has also pledged the mortgage loans sold to Churchill to secure its repurchase obligation.

The cost of capital under the Churchill Facility is 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 September 30, 2025 and December 31, 2024, the effective interest rate charged under the facility was 8.33 % and 8.69 %, respectively.

The Churchill Facility is 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) is 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) must maintain unencumbered cash and cash equivalents in an amount equal to or greater than 2.50 % of the amount of its repurchase obligations.

Churchill has the right to terminate the Churchill Facility at any time upon 180 days prior notice to the Company.

The Company then has an additional 180 days after termination to repurchase all the mortgage loans held by Churchill.

The Company was in compliance with all facility covenants as of September 30, 2025.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

The following table presents the outstanding balances under the Churchill Facility:

September 30, 2025 December 31, 2024

Outstanding Rate Total

Outstanding Rate

(in thousands) (in thousands)

Repurchase Agreement $ 7,825 8.33 % $ 33,708 8.69 %

The following table presents loans held for investment pledged as collateral under the Churchill Facility:

September 30, 2025 December 31, 2024

Total Carrying Value

Loans Pledged Number of Loans Total Carrying Value

Loans Pledged Number of Loans

(in thousands) (in thousands)

Loans held for investment sold under the repurchase agreement $ 30,718 7 $ 66,365 17

The following table presents the contractual maturities for loans held for investment sold under the Churchill Facility agreement:

September 30, 2025 December 31, 2024

(in thousands)

Maturing within one year $ 28,887 $ 56,050

After one but within two years 1,831 10,315

Total $ 30,718 $ 66,365

The NHB Mortgage and the Churchill Facility contain cross-default provisions.

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 March 31, 2026 and December 31, 2025, the total outstanding principal balance on the NHB Mortgage was $ 0.9 million and $ 0.9 million, respectively.

Unsecured Notes Payable

At September 30, 2025, the Company h ad an aggregate of $ 173.3 million of unsecured, unsubordinated notes payable outstanding, net of deferred financing costs (collectively, the “Notes”).

At September 30, 2025, the Company had four series of Notes outstanding:

At March 31, 2026 , the Company h ad an aggregate of $ 171.7 million of unsecured, unsubordinated notes payable outstanding, net of $ 1.6 million of deferred financing costs (collectively, the “Notes”).

At March 31, 2026, the Company had four series of Notes outstanding:

(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”);

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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 was in compliance with all

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

debt covenants as of September 30, 2025.

The Company was in compliance with all debt covenants as of March 31, 2026.

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.

1 unchanged sentence

Currently, all the Notes are callable at any time.

The Company repaid in full the unsecured notes payable having an aggregate principal amount of $ 56.3 million which bore interest at 7.75 % per annum when they matured on September 30, 2025.

These notes previously traded on the NYSE American under the symbol "SCCC".

During the three months ended September 30, 2025, the Company repurchased and cancelled $ 0.6 million of unsecured notes payable for $ 0.5 million, resulting in a $ 0.1 million gain on extinguishment of debt which is included in other income in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2025.

The following table presents the future principal payments on the notes payable as of September 30, 2025:

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The following table presents the future principal payments on the Notes payable as of March 31, 2026:

Years ending December 31, Amount

(in thousands)

2025 (remaining three months) $ —

2026 (nine months remaining) $ 51,750

Total principal payments 173,254

1 unchanged sentence

Total notes payable, net of deferred financing costs $ 171,692

The following table presents the estimated amortization of the deferred financing costs as of September 30, 2025:

The following table presents the estimated amortization of the deferred financing costs as of March 31, 2026 :

Years ending December 31, Amount

(in thousands)

2025 (remaining three months) $ 337

2026 (nine months remaining) $ 1,067

Total deferred costs $ 1,562

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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.

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 was drawn in March 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.

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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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

prepayment, if accepted, at 101 % of the outstanding principal.

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;

2 unchanged sentences

and maintenance of REIT status by the Company.

The Company was in compliance with all debt covenants as of September 30, 2025.

The Company was in compliance with all debt covenants as of March 31, 2026 and 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.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Accounts Payable and Accrued Liabilities

The table below presents the Company's accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The table below presents the Company's accounts payable and accrued liabilities as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(in thousands)

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Fee Income from Loans

The table below presents the Company's fee income from loans for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

(in thousands) (in thousands)

The table below presents the Company's fee income from loans for the three months ended March 31, 2026 and 2025:

Three Months Ended

(in thousands)

Origination and modification fees $ 658 $ 780

8 unchanged sentences

Unfunded Commitments

At September 30, 2025, the Company had future funding obligations on loans held for investment totaling $ 47.3 million and obligations relating to investments in limited liability companies totaling $ 2.4 million, which can be drawn by the borrowers when the conditions relating thereto have been satisfied.

At March 31, 2026, the Company had future funding obligations on loans held for investment totaling $ 33.1 million and obligations relating to investments in limited liability companies totaling $ 0.7 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 accounting rules relating to allowances for credit losses.

The Company’s unfunded commitments are subject to allowances under the scope of current expected credit losses ("CECL").

See Note 4 – Loans and Allowance for Credit Losses — for further details.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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.

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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 condensed 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.

1 unchanged sentence

This is based on information currently available to the Company and involves elements of judgment and significant uncertainties.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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.

On April 6, 2026, Oppenheimer & Co.

filed a complaint against the Company and Sachem Capital Corporation Holdings, LLC in the United States District Court for the Southern District of New York, asserting claims for breach of contract and quantum meruit relating to a May 2024 engagement letter.

The complaint seeks damages of not less than approximately $ 1.8 million, plus interest, costs, disbursements and attorneys’ fees.

The matter is in its preliminary stages.

The Company intends to vigorously defend against the claims.

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 September 30, 2025, there was one such property.

The unpaid principal balance of the loan secured by the property that is subject to these proceedings was $ 0.3 million.

In comparison, at December 31, 2024, two properties securing loans in the Company's portfolio were subject to foreclosure proceedings.

These loans had an aggregate unpaid principal balance of $ 1.9 million.

At March 31, 2026 and December 31, 2025, there was one such property with an unpaid principal balance of $ 0.3 million.

Related Party Transactions

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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 September 30, 2025, and December 31, 2024, loans to known shareholders totaled $ 20.1 million and $ 17.2 million, respectively, which is included in loans held for investment, net in the Company’s accompanying Condensed Consolidated Balance Sheets.

Of these amounts, $ 20.1 million and $ 17.0 million, respectively, were loaned to an entity owned by the Company’s Senior Vice President of Asset Management and Vice President of Asset Management.

As of March 31, 2026 , and December 31, 2025 , loans to known shareholders totaled $ 18.0 million and $ 17.2 million , respectively, which is included in loans held for investment, net in the Company’s accompanying Condensed Consolidated Balance Sheets.

Of these amounts, $ 18.0 million and $ 17.2 million , respectively, were loaned to a joint-venture entity fifty percent owned in aggregate by the Company’s Senior Vice President of Asset Management and Vice President of Asset Management.

All such loans are performing.

Interest income earned on all related party loans for the three and nine months ended September 30, 2025 totaled $ 0.3 million and $ 0.8 million, respectively.

Interest income earned on all related party loans for the three and nine months ended September 30, 2024 totaled $ 0.3 million and $ 1.0 million, respectively.

Interest income earned on all related party loans for the three months ended March 31, 2026 and 2025 totaled $ 0.3 million and $ 0.3 million, respectively.

In December 2021, the Company hired the daughter of its chief executive officer to perform certain internal audit and compliance services.

For the three and nine months ended September 30, 2025, she received compensation of $ 44,683 and $ 148,540 , respectively.

For the three and nine months ended September 30, 2024, she received compensation of $ 37,500 and $ 112,292 , respectively.

For the three months ended March 31, 2026 and 2025 , she received compensation of $ 0.1 million and $ 0.1 million , respectively.

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

On July 9, 2025, the Company adopted the 2025 Omnibus Incentive Plan (the "2025 Plan"), which replaced the 2016 Equity Compensation Plan.

The purpose of the 2025 Plan 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 maximum number of the Company's common shares, par value $ 0.001 per share (the "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 March 31, 2026 was 2,271,230 .

During the three months ended March 31, 2026, the Company granted an aggregate of 282,217 restricted Common Shares, net of shares surrendered to cover taxes, under the 2025 Plan with a grant date fair value of $ 0.3 million.

During the three months ended March 31, 2025, the Company granted an aggregate of 767,668 restricted Common Shares, of which a grant of 420,168 shares was rescinded immediately after the grant, with a grant date fair value of $ 0.9 million.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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 September 30, 2025 was 2,553,447 .

During the nine months ended September 30, 2025 and 2024, the Company granted an aggregate of 1,150,983 and 212,857 , respectively, restricted Common Shares under the 2025 Plan and the Plan.

Of the 1,150,983 shares granted during the nine months ended September 30, 2025, a grant of 420,168 shares was rescinded immediately after the grant as discussed further below.

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.

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.

Stock-based compensation for the three and nine months ended September 30, 2025 was $ 0.2 million and $ 0.6 million, respectively.

Stock-based compensation for the three and nine months ended September 30, 2024 was $ 0.2 million and $ 0.7 million, respectively.

As of September 30, 2025, there was unrecognized stock-based compensation expense of $ 0.9 million.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Stock-based compensation for the three months ended March 31, 2026 and 2025 was $ 0.3 million and $ 0.3 million, respectively.

As of March 31, 2026, there was unrecognized stock-based compensation expense of $ 0.8 million.

Employee Benefits

3 unchanged sentences

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 three and nine months ended September 30, 2025, the 401(k) Plan expense was $ 27,156 and $ 87,304 , respectively, and for the three and nine months ended September 30, 2024, the 401(k) Plan expense was $ 24,762 and $ 100,223 , respectively, which is included within compensation and employee benefits in the accompanying Condensed Consolidated Statements of Operations.

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.

For the three months ended March 31, 2026 and 2025, the 401(k) Plan expense was $ 43,934 and $ 24,293 , respectively, which is included within compensation and employee benefits in the accompanying unaudited Condensed Consolidated Statements of Operations.

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 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 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 an ATM offering (the "ATM Offering").

There were no sales under the ATM Offering during the three months ended March 31, 2026.

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.

At March 31, 2026, $ 18.3 million of Series A Preferred Stock were available for future sale under the New ATM Offering.

Repurchase Plan

Effective on October 10, 2024, the Board adopted a Repurchase Plan (the “Repurchase Plan”).

Under the Repurchase Plan, the Company may repurchase up to an aggregate of 5,802,959 of Common Shares and share repurchases

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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.

During the nine months ended September 30, 2025, the Company did not sell any shares under the ATM Offering.

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.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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 three months ended March 31, 2026 and the year ended December 31, 2025, the Company did not repurchase any Common Shares.

Earnings (Losses) Per Share

1 unchanged sentence

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 our 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 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.

For the three and nine months ended September 30, 2025, the Company had basic and diluted weighted average Common Shares outstanding of 46,902,151 and 46,854,457 , respectively, resulting in basic and diluted (loss) earnings per Common Share of $ 0.00 and $ 0.01 , respectively.

For the three and nine months ended September 30, 2024, the Company had basic and diluted weighted average Common Shares outstanding of 47,339,635 and 47,390,113 , respectively, resulting in basic and diluted loss per Common Share of $( 0.13 ) and $( 0.14 ), respectively.

For the three months ended March 31, 2026, the Company had basic and diluted weighted average Common Shares outstanding of 47,178,193 , resulting in basic and diluted loss per Common Share of $ 0.15 .

For the three months ended March 31, 2025, the Company had basic and diluted weighted average Common Shares outstanding of 46,784,744 resulting in basic and diluted loss per Common Share of $ 0.00 .

Limited Liability Company (“LLC”) Investments

The following table presents the carrying value of each investment reflected on our Condensed Consolidated Balance Sheets as of September 30, 2025:

September 30, 2025 December 31, 2024

The following table presents the carrying value of each investment reflected on the Company's unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Investment Carrying

12 unchanged sentences

Total investments in LLC’s $ 35,235 $ 39,132

Shem Creek (“Shem”)

For the three months ended March 31, 2026, the Shem LLC investments generated $ 0.9 million of interest income and $ 0.1 million of other income.

For the three months ended March 31, 2025, the Shem LLC investments generated $ 1.9 million of interest income and $ 0.1 million of other income.

At March 31, 2026, the Company had unfunded commitments totaling $ 0.7 million to the Shem LLC entities.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Shem Creek (“Shem”)

For the three and nine months ended September 30, 2025, the Shem LLC investments generated $ 1.1 million and $ 4.1 million, respectively, of income for the Company.

For the three and nine months ended September 30, 2024, the Shem LLC investments generated $ 1.5 million and $ 3.9 million, respectively, of income for the Company.

At September 30, 2025, the Company had unfunded commitments totaling $ 2.4 million to the Shem LLC entities.

In October 2025, we funded $ 0.7 million of this commitment to the Shem LLC entities.

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cordo CLT Investors LLC

In September 2024, the Company, through its wholly owned subsidiary Urbane Capital, LLC, acquired a 21.6 % interest in Cordo CLT Investors LLC for a one time contribution of $ 2.5 million.

As of September 30, 2025 and December 31, 2024, the Company held 7.2 % of total common member equity.

In September 2024, the Company, through its wholly owned subsidiary Urbane Capital, LLC, acquired a member's interest in Cordo CLT Investors LLC for a one time contribution of $ 2.5 million.

As of March 31, 2026 and December 31, 2025, the Company held 7.2 % of total common member equity.

This entity was formed for the sole purpose of developing a commercial multifamily property in Charlotte, North Carolina.

The Company anticipates the project construction to be completed by the end of 2026, with monetization of the Company's investment in the first half of 2028 upon rent stabilization of the project.

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”), the Company does not expect to incur any corporate federal income tax liability, 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.

The TRSs generate income, resulting in federal and state income tax liability for these entities.

For the three and nine months ended September 30, 2025, the Company’s TRSs recognized provisions for federal and state income tax of $ 0 and $ 0 , respectively, and for the three and nine months ended September 30, 2024, the Company’s TRSs recognized provisions for federal and state income tax of $ 0 and $ 0.2 million, respectively,which is represented in other expenses on the Company’s Condensed Consolidated Statements of Operations.

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.

FASB ASC Sub-Topic 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.

The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024.

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 three months ended March 31, 2026, the Company’s taxable REIT subsidiary ("TRS") recognized a de minimis provision for federal and state income tax, which would be presented in other expenses on the Company’s unaudited Condensed Consolidated Statements of Operations.

The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of March 31, 2026:

March 31, 2026

Deferred Tax Assets:

Net Operating Loss Carryforwards $ 964

Investment in LLCs 165

Basis in REO Assets 206

Total Gross Deferred Tax Assets 1,335

Valuation Allowance ( 1,227 )

Net Deferred Tax Assets 108

Deferred Tax Liabilities:

Depreciation ( 67 )

Prepaid Expenses ( 13 )

Amortization ( 28 )

Total Deferred Tax Liabilities ( 108 )

Total Deferred Tax Assets/(Liabilities) $ —

At March 31, 2026, the Company’s TRS had federal net operating loss carryforwards of approximately $ 4.3 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.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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 March 31, 2026.

The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying unaudited condensed consolidated financial statements as of March 31, 2026.

Subsequent Events

The Company evaluated subsequent events from October 1, 2025 until the condensed consolidated financial statements were available to be issued.

Based on the evaluation, no adjustments were required in the accompanying condensed consolidated financial statements.

The Company evaluated subsequent events from April 1, 2026 until the condensed consolidated financial statements were available to be issued.

Based on the evaluation, no adjustments were required in the accompanying unaudited condensed consolidated financial statements.

Contribution Agreement with Industrial Realty Group Global, LLC

On May 17, 2026, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with Industrial Realty Group Global, LLC, a Delaware limited liability company (“IRG Global”).

The Contribution Agreement and the transactions contemplated thereby (the “Transaction”) were unanimously approved by the Board of Directors of the Company.

Pursuant to the Contribution Agreement, IRG Global will contribute to IRG Realty Operating Partnership, L.P., a Delaware limited partnership to be formed as a subsidiary of the Company prior to the Closing (as defined below) (the “Operating Partnership”), 100 % of the outstanding membership interests of IRG Master Holdings, LLC, a Delaware limited liability company (“IRG Master Holdings”), in exchange for (i) a number of common units of limited partnership interest in the Operating Partnership (“OP Units”) equal to the Transferee Consideration Units (as defined below) and (ii) a number of shares of Class B common stock of the Company (the “Class B Common Stock”) equal to the Transferee Consideration Units.

IRG Master Holdings, together with its subsidiaries, owns and operates a portfolio of industrial real estate assets.

Prior to the closing of the Transaction (the “Closing”), which is expected to be by the end of 2026, the Company will complete a series of pre-closing reorganization steps, including (i) forming the Operating Partnership and contributing all or substantially all of its assets thereto, (ii) redomesticating from the State of New York to the State of Delaware, (iii) effecting a 20-to-1 reverse stock split of all issued and outstanding Common Shares, following which such shares will be redesignated as Class A common stock of the Company (the “Class A Shares”), (iv) authorizing a new class of Class B Common Stock (the “Class B Shares”), (v) adjusting the conversion and anti-dilution rights applicable to the issued and outstanding preferred stock of the Company in accordance with the applicable certificate of designations to reflect the reverse stock split, and (vi) changing its corporate name to “IRG Realty Trust, Inc.”

The number of OP Units and Class B Shares to be issued to IRG Global at the Closing (the “Transferee Consideration Units”) will be calculated based on a formula set forth in the Contribution Agreement, subject to downward adjustment based on the aggregate shortfall in replacement value for any dispositions of IRG Master Holdings’ properties occurring during the Interim Period (as defined in the Contribution Agreement), other than dispositions with an aggregate shortfall of less than $ 3.0 million.

The calculation of the Transferee Consideration Units was based on an assumed implied gross asset value of the IRG Global portfolio to be contributed of approximately $ 2.9 billion, with a net asset value of approximately $ 1.5 billion after approximately $ 1.4 billion of debt, and a deemed exchange value of the Company’s Common Shares at a price of $ 2.00 per share.

Immediately following the Closing, IRG Global is expected to hold approximately 94.1 % of the outstanding OP Units, with the Company retaining the remaining approximately 5.9 % of the outstanding OP Units.

Subject to certain restrictions, a holder of OP Units may require the Operating Partnership to exchange all or a portion of such holder’s OP Units for cash or, at the option of the Company, Class A Shares on a one -for-one basis, subject to the ownership, transfer, REIT qualification and other limitations set forth in the Operating Partnership Agreement (as defined below).

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

The parties to the Contribution Agreement made representations and warranties customary for transactions of this type.

The representations and warranties made under the Contribution Agreement do not survive the Closing.

In addition, the parties made covenants customary for transactions of this type, including, among others, covenants providing for the conduct of each party’s business during the period between signing and Closing, including restrictions on specified actions without the other party’s consent, subject to customary exceptions.

The Contribution Agreement may be terminated by either party under certain circumstances, including if the Closing has not occurred by April 30, 2027, subject to IRG Global’s one-time right to extend such date by up to 45 days in certain circumstances related to a pending arbitration matter, among other circumstances.

At the Closing, the parties will execute and deliver or file, as applicable, among other things, the following (forms of which are included as exhibits to the Contribution Agreement):

(i) a Tax Protection Agreement, pursuant to which the Company and the Operating Partnership will agree to certain restrictions on the disposition of the contributed properties and the maintenance of minimum liability allocations for the benefit of IRG Global and certain other protected unitholders;

(ii) a Registration Rights Agreement, providing IRG Global with certain registration rights with respect to the Class A Shares issuable upon exchange of the OP Units, including shelf registration and underwritten demand rights, piggyback registration rights and block trade rights, in each case subject to a six-month lock-up period following the Closing;

(iii) an Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Operating Partnership Agreement”);

(iv) an Amended and Restated Certificate of Incorporation of the Company;

(v) Amended and Restated Bylaws of the Company;

and (vi) a Property Management Agreement related to the management of the properties contributed by IRG Global and its affiliates following the Closing.

The Contribution Agreement also provides that, prior to the Closing, the parties will use commercially reasonable efforts to negotiate, finalize and, effective as of the Closing, execute a strategic services agreement with respect to the provision of certain services by IRG Global or one or more of its affiliates to the Company or one or more of its subsidiaries.

Additional information regarding the Contribution Agreement and the Transaction is included in the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2026.

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

What changed 10-Q

Item 1. Financial Statements