What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-20 · 302 added, 214 removed, 527 unchanged (49% of the section changed)

3 unchanged sentences

(dollars in thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(unaudited) (audited)

29 unchanged sentences

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

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

2,312,758 shares of Series A Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Common Shares - $ 0.001 par value;

200,000,000 shares authorized;

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

47,954,632 and 47,684,955 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 258,332 257,905

7 unchanged sentences

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Interest income from loans $ 7,252 $ 7,482 $ 16,006 $ 15,370

8 unchanged sentences

Other investment income 4 12 7 17

Loss on equity securities ( 140 ) ( 125 )

Gain (loss) on equity securities 7 821 ( 133 ) 696

Other income 134 532 277 604

4 unchanged sentences

Transaction expenses ( 2,567 ) — ( 4,175 ) —

Recovery of impairment loss on real estate 97 —

Impairment loss on real estate ( 288 ) — ( 191 ) —

Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net 475 131 671 131

3 unchanged sentences

Preferred stock dividends ( 1,120 ) ( 1,118 ) ( 2,240 ) ( 2,235 )

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

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

Net (loss) income attributable to common shareholders $ ( 6,497 ) $ 769 $ ( 13,694 ) $ 556

Basic and diluted (loss) income per common share $ ( 0.14 ) $ 0.02 $ ( 0.29 ) $ 0.01

Basic and diluted weighted average number of common shares outstanding 47,281,931 46,875,187 47,230,349 46,830,215

3 unchanged sentences

(dollars in thousands, except share data)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE MONTHS ENDED JUNE 30, 2026

Preferred Shares Common Shares Additional

Capital Accumulated

Comprehensive

Income (Loss) Cumulative

Capital Cumulative

Net Earnings Cumulative

1 unchanged sentence

Shares Amount Shares Amount

Balance, April 1, 2026 2,312,758 $ 2 47,955,647 $ 48 $ 258,172 $ 35,749 $ ( 128,362 ) $ 165,609

Stock-based compensation, less shares forfeited — — ( 1,015 ) — 160 — — 160

Dividends paid on Series A Preferred Stock — — — — — — ( 1,120 ) ( 1,120 )

Dividends paid on Common Shares — — — — — — ( 480 ) ( 480 )

Net loss — — — — — ( 5,377 ) — ( 5,377 )

Balance, June 30, 2026 2,312,758 $ 2 47,954,632 $ 48 $ 258,332 $ 30,372 $ ( 129,962 ) $ 158,792

FOR THE THREE MONTHS ENDED JUNE 30, 2025

Preferred Shares Common Shares Additional

Capital Cumulative

Net Earnings Cumulative

Dividends Paid Totals

Shares Amount Shares Amount

Balance, April 1, 2025 2,306,748 $ 2 47,310,139 $ 47 $ 257,220 $ 36,422 $ ( 114,352 ) $ 179,339

Stock-based compensation, less shares forfeited — — — — 164 — — 164

Dividends paid on Series A Preferred Stock — — — — — — ( 1,118 ) ( 1,118 )

Dividends paid on Common Shares — — — — — — ( 2,365 ) ( 2,365 )

Net income — — — — — 1,887 — 1,887

Balance, June 30, 2025 2,306,748 $ 2 47,310,139 $ 47 $ 257,384 $ 38,309 $ ( 117,835 ) $ 177,907

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.

SACHEM CAPITAL CORP.

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

(dollars in thousands, except share data)

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Preferred Shares Common Shares Additional

Capital Cumulative

Net Earnings Cumulative

Dividends Paid Totals

Shares Amount Shares Amount

Balance, January 1, 2026 2,312,758 $ 2 47,684,955 $ 48 $ 257,905 $ 41,826 $ ( 124,844 ) $ 174,937

3 unchanged sentences

Net loss — — — — — ( 11,454 ) — ( 11,454 )

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

Balance, June 30, 2026 2,312,758 $ 2 47,954,632 $ 48 $ 258,332 $ 30,372 $ ( 129,962 ) $ 158,792

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Preferred Shares Common Shares Additional

Capital Accumulated

Comprehensive

Income (Loss) Cumulative

Capital Cumulative

Net Earnings Cumulative

2 unchanged sentences

Balance, January 1, 2025 2,306,748 $ 2 46,965,306 $ 47 $ 256,956 $ 35,518 $ ( 110,872 ) $ 181,651

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

Stock-based compensation, less shares forfeited — — 344,833 — 428 — — 428

Dividends paid on Series A Preferred Stock — — — — — — ( 2,235 ) ( 2,235 )

1 unchanged sentence

Net income — — — — — 2,791 — 2,791

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

Balance, June 30, 2025 2,306,748 $ 2 47,310,139 $ 47 $ 257,384 $ 38,309 $ ( 117,835 ) $ 177,907

2 unchanged sentences

(dollars in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income $ ( 11,454 ) $ 2,791

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

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

Amortization of deferred financing costs 1,035 1,101

3 unchanged sentences

Change in valuation allowance related to loans held for sale — ( 1,047 )

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

Impairment loss on real estate owned 191 —

Gain on sale of real estate owned and property and equipment, net ( 671 ) ( 131 )

Loss on equity securities 140 125

Loss (gain) on equity securities 133 ( 696 )

Change in deferred loan fees ( 477 ) 681

5 unchanged sentences

Advances from borrowers ( 897 ) 99

NET CASH PROVIDED BY OPERATING ACTIVITIES 835 191

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 2,753 ) 692

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from the sale of investment securities — 1,174

Purchase of interests in limited liability companies ( 721 ) ( 5,731 )

3 unchanged sentences

Investments in developmental real estate ( 1,104 ) ( 1,022 )

Proceeds from sale of investments in developmental real estate 1,215 —

Principal disbursements for loans ( 79,308 ) ( 80,952 )

Principal collections on loans 70,360 71,394

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

NET CASH USED IN INVESTING ACTIVITIES ( 1,540 ) ( 2,658 )

CASH FLOWS FROM FINANCING ACTIVITIES

16 unchanged sentences

(dollars in thousands)

Three months ended

Six months ended

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

1 unchanged sentence

Real estate acquired in connection with foreclosure of certain mortgages $ 6,500 $ 6,298

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

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

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

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

Loans originated from sale of real estate owned $ — $ 840

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Sachem Capital Corp.

5 unchanged sentences

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.

The Company’s primary underwriting criterion is a conservative loan to value ratio.

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

Segment Reporting

The Company uses the management approach to determine reportable operating segments.

The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through its investments in real estate mortgage loans and real estate.

The management approach considers the internal organization and reporting used by the Company’s Chief Executive Officer, whom serves as the chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net income.

In addition to other factors and metrics, the CODM utilizes net income as a key determinant of the amount of dividends to be distributed to the Company's shareholders.

As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Balance Sheets as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations

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”), 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 (as defined below), 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.”

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

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).

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.

Significant Accounting Policies

The significant accounting policies of the Company, unless further updated below, are consistent with those disclosed in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, filed with the U.S.

Securities and Exchange Commission on March 13, 2026.

Securities and Exchange Commission on March 13, 2026 (the "2025 Annual Report").

Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

However, in the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 10-K.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

December 31, 2025 and the notes thereto included in the 2025 Annual Report.

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 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.

Results of operations for the three and six months ended June 30, 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 credit losses and real estate owned.

Significant estimates include the provisions for credit losses and valuation of 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.

2 unchanged sentences

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 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.

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

As of June 30, 2026, SN Holdings had total assets of $ 99.3 million and total liabilities of $ 38.6 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.

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.

As of June 30, 2026, Holdings had total assets of $ 187.1 million and total liabilities of $ 99.2 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.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The following table presents the assets and liabilities of our consolidated VIEs:

June 30, 2026

(in thousands) SN Holdings Holdings

Cash and cash equivalents $ 200 $ 21,401

Loans held for investment 99,140 162,226

Allowance for credit losses ( 1,711 ) ( 2,431 )

Loans held for investment, net 97,429 159,795

Interest and fees receivable, net 675 1,693

Due from borrowers, net 1,029 1,418

Other assets — 2,773

Total assets $ 99,333 $ 187,080

Senior secured notes payable, net $ — $ 96,848

Lines of credit 36,500 —

Accounts payable and accrued liabilities 477 1,279

Advances from borrowers 1,608 1,110

Total liabilities $ 38,585 $ 99,237

Fair Value Measurement

1 unchanged sentence

Fair Value Measurement

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

(in thousands) June 30, 2026 December 31, 2025

Investment securities $ 803 $ 936

2 unchanged sentences

Fair Value Measurement

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

(in thousands) June 30, 2026 December 31, 2025

Individually evaluated loans, net of allowance for credit losses $ 100,447 $ 114,028

Real estate owned, net 20,968 16,402

Investments in developmental real estate, net 19,168 —

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The following table presents the carrying amounts and fair values of financial instruments at June 30, 2026 and December 31, 2025:

Carrying Amount Fair Value Measurement

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

(in thousands) June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025

Cash and cash equivalents $ 28,819 $ 10,924 $ 28,819 $ 10,924

11 unchanged sentences

Loans held for investment

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.

As of June 30, 2026 and December 31, 2025, the Company had 100 and 115 loans held for investment, respectively.

As of June 30, 2026 and December 31, 2025, the Company had direct reserves on outstanding principal for loans held for investment of $ 8.9 million and $ 6.3 million, respectively.

Loan portfolio

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.

As of June 30, 2026 and December 31, 2025, loans held for investment on non-accrual status had an outstanding principal balance of $ 95.8 million and $ 117.6 million, respectively.

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

1 unchanged sentence

Loans held for investment

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

(in thousands) Current 30-59 days past due 60-89 days past due 90 days and greater Total

As of June 30, 2026 $ 255,512 $ — $ 1,710 $ 80,335 $ 337,557

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

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.

As of June 30, 2026 and December 31, 2025, there were no loans on accrual status that were 90 days or greater past due in their payment obligations.

As of June 30, 2026 and December 31, 2025, there were loans 90 days and greater past due with gross principal balances of $ 60.3 million and $ 96.8 million, respectively, for which no specific allowance for credit losses was recorded.

As of June 30, 2026 and December 31, 2025, there were loans 90 days and greater 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 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 %.

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The aggregate gross outstanding principal of loans in pending/pre-foreclosure as of June 30, 2026, and December 31, 2025, was $ 31.6 million and $ 37.5 million, respectively.

As of June 30, 2026, and December 31, 2025, the Company had directly reserved against these loans in foreclosure in the amounts of $ 6.8 million and $ 4.2 million, respectively.

Further, as of June 30, 2026 and December 31, 2025, the Company had direct reserves against non-performing loans held for investment that experienced declines in fair value of $ 2.1 million and $ 2.1 million, respectively.

As of June 30, 2026, the Company’s mortgage loan portfolio includes loans with stated interest rates ranging from 7.25 % 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.

As of June 30, 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

The following table presents the Company’s loans held for investment by geographic location as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

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

5 unchanged sentences

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)

June 30, 2026 Year Originated (1)

FICO Score (2) (in thousands)

11 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

December 31, 2025 Year Originated (1)

1 unchanged sentence

Value 2025 2024 2023 2022 2021 Prior

Loans held for investment:

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

11 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

7 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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) Rolling twelve months ended March 31, 2026

(in thousands) Three months ended June 30, 2026

Carrying Value % of Total

3 unchanged sentences

Term extension 23,272 7.2 % A weighted average of 8.5 months were added to the life of the loans

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

(in thousands) Three months ended June 30, 2025

Carrying Value % of Total

1 unchanged sentence

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ 14,042 3.9 % Unpaid interest/taxes/charges added to principal balance

Term extension 25,559 7.0 % A weighted average of 7.7 months were added to the life of the loans

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.

(in thousands) Six months ended June 30, 2026

Carrying Value % of Total

Carrying Value of

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ 5,810 1.8 % Unpaid interest/taxes/charges added to principal balance

Term extension 55,141 17.1 % A weighted average of 3.6 months were added to the life of the loans

(in thousands) Six months ended June 30, 2025

Carrying Value % of Total

Carrying Value of

Loans held for investment, net Financial Effect

Principal modification, with no term extension $ 14,042 3.9 % Unpaid interest/taxes/charges added to principal balance

Term extension 47,702 13.1 % A weighted average of 7.4 months were added to the life of the loans

As of June 30, 2026, the Company had commitments to fund an additional $ 2.0 million to borrowers experiencing financial difficulty.

During the six months ended June 30, 2026, the Company modified the interest rate on five loans with an outstanding principal balance of $ 28.5 million.

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

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.

As of June 30, 2025, the Company had committed to fund an additional $ 7.7 million to borrowers experiencing financial difficulty.

During the six months ended June 30, 2025, the Company modified the interest rate on five loans with an outstanding principal balance of $ 18.9 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 during the twelve-month period ended June 30, 2026 to borrowers experiencing financial difficulty, of which none of 23 defaulted during the period.

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

1 unchanged sentence

Term extension 77,986 9,571 — 87,557

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The following table presents the performance of loans that have been modified during the twelve-month period ended June 30, 2025 to borrowers experiencing financial difficulty, of which none of 31 defaulted during the period.

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

Principal modification, with no term extension $ 15,268 $ — $ — $ 15,268

Term extension 61,692 12,895 — 74,587

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 March 31, 2026:

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

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the three months ended June 30, 2026:

Balance as of March 31, 2026 Provision for (recovery of) credit

losses related to loans Charge-offs Balance as of

March 31, 2026

June 30, 2026

(in thousands)

4 unchanged sentences

Total allowance for credit losses $ 15,702 $ 2,551 $ ( 699 ) $ 17,554

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:

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the six months ended June 30, 2026:

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

losses related to loans Charge-offs Balance as of

March 31, 2025

June 30, 2026

(in thousands)

4 unchanged sentences

Total allowance for credit losses $ 15,862 $ 7,923 $ ( 6,231 ) $ 17,554

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

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 June 30, 2026:

Balance as of March 31, 2026 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 March 31,

related to loans Charge-offs Allowance for credit losses

as of June 30,

(in thousands)

6 unchanged sentences

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

December 31, 2024 Provision for

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The following table presents activity in the allowance for credit losses by geographic location with respect to loans held for investment for the six months ended June 30, 2026:

Balance as of December 31, 2025 Provision for

(recovery of) credit losses

related to loans Charge-offs Allowance for credit losses

as of March 31,

as of June 30,

(in thousands)

4 unchanged sentences

Total $ 11,510 $ 5,873 $ ( 3,892 ) $ 13,491

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:

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 June 30, 2026:

2026 2025 2024 2023 2022 Prior Total

2 unchanged sentences

Total $ — $ — $ — $ — $ — $ 12 $ 12

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

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the six months ended June 30, 2026:

2026 2025 2024 2023 2022 Prior Total

3 unchanged sentences

Investment in Developmental Real Estate, Net

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

As of June 30, 2026 and December 31, 2025, investment in developmental real estate, net consisted of the following:

As of June 30, 2026 As of December 31, 2025

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

3 unchanged sentences

Total $ 45,577 $ ( 41 ) $ 45,536 $ 9,738 $ ( 19 ) $ 9,719

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

In January 2026, the Company restructured the loan associated with its 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

The assets acquired include three completed condominium units and an entitled parcel, including existing project costs classified as construction in progress for accounting purposes, for the

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

planned development of four additional condominium units.

The transaction 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.

The three completed condominium units carried at $ 19.2 million are classified as available for sale.

During the three and six months ended June 30, 2026, the Company sold one building and the related land for net proceeds of $ 1.2 million and recognized a de minimis gain on the sale.

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.

For the three and six months ended June 30, 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”)

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

As of June 30, 2026 and December 31, 2025, real estate owned, net totaled $ 21.0 million and $ 16.4 million, respectively.

During the six months ended June 30, 2026, the Company recorded an impairment loss on real estate owned of $ 0.2 million compared to none during the six months ended June 30, 2025, which is considered a Level 3 non-recurring fair market value adjustment.

The following table presents the Company’s REO activity during the six months ended June 30, 2026 and June 30, 2025:

June 30, 2026 June 30, 2025

(in thousands)

1 unchanged sentence

Principal basis transferred to real estate owned 6,500 6,298

Charge-offs on principal transferred — ( 3,978 )

Proceeds from sale of real estate owned ( 2,402 ) ( 1,559 )

Recovery of impairment loss on real estate owned 97 —

Loans origination from sale of real estate owned — ( 840 )

Impairment loss on real estate owned ( 191 ) —

Gain on sale of real estate owned 659 131

1 unchanged sentence

Property and Equipment, Net

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

The following tables represent the Company’s property and equipment, net as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

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

7 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

As of June 30, 2026 and December 31, 2025, other assets consisted of the following:

June 30, 2026 December 31, 2025

(in thousands)

12 unchanged sentences

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.

3 unchanged sentences

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.

2 unchanged sentences

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.

All outstanding revolving loans and accrued but unpaid interest are 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.

3 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the total outstanding principal balance on the Needham Credit Facility was $ 36.5 million and $ 19.0 million, respectively, with an interest rate of 6.50 % and 6.50 %, respectively.

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Mortgage Payable

7 unchanged sentences

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.

As of June 30, 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 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:

At June 30, 2026 , the Company h ad an aggregate of $ 172.0 million of unsecured, unsubordinated notes payable outstanding, net of $ 1.2 million of deferred financing costs (collectively, the “Notes”).

At June 30, 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”);

6 unchanged sentences

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 debt covenants as of March 31, 2026.

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

3 unchanged sentences

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:

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The following table presents the future principal payments on the Notes payable as of June 30, 2026:

Years ending December 31, Amount

(in thousands)

2026 (nine months remaining) $ 51,750

2026 (six months remaining) $ 51,750

Total principal payments 173,254

1 unchanged sentence

Total notes payable, net of deferred financing costs $ 172,041

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

The following table presents the estimated amortization of the deferred financing costs as of June 30, 2026 :

Years ending December 31, Amount

(in thousands)

2026 (nine months remaining) $ 1,067

2026 (six months remaining) $ 718

Total deferred costs $ 1,213

12 unchanged sentences

and maintenance of REIT status by the Company.

The Company was in compliance with all debt covenants as of March 31, 2026 and December 31, 2025.

The Company was in compliance with all debt covenants as of June 30, 2026 and December 31, 2025.

The Senior Secured Note Purchase Agreement includes customary events for similar secured debt instruments.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Accounts Payable and Accrued Liabilities

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

The table below presents the Company's accounts payable and accrued liabilities as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

(in thousands)

4 unchanged sentences

Fee Income from Loans

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)

The table below presents the Company's fee income from loans for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(in thousands) (in thousands)

Origination and modification fees $ 728 $ 761 $ 1385 $ 1,541

8 unchanged sentences

Unfunded Commitments

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.

At June 30, 2026, the Company had future funding obligations on loans held for investment totaling $ 41.4 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 allowances under the scope of current expected credit losses ("CECL").

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

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

8 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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.

2 unchanged sentences

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.

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

In July 2026, Oppenheimer & Co.

voluntarily dismissed the complaint without prejudice, preserving its right to refile its claims.

The Company believes the claims are without merit and intends to vigorously defend against any refiled action.

On July 27, 2026, a group of seventeen plaintiffs filed a complaint in the Superior Court of the State of California in the County of Los Angeles, Case No.

26STCV23391, against the Company, IRG Master Holdings, IRG Holdings Manager, LLC (“IRGHM”), IRG Global, and Stuart Lichter (together with IRG Master Holdings, IRGHM, and IRG Global, the “IRG Defendants”).

The plaintiffs purport to be investors who hold interests in IRG Master Holdings.

The complaint alleges, among other things, that the plaintiffs are pursuing certain claims against the IRG Defendants in an underlying arbitration (the “Arbitration”).

The Company is not a party to the underlying Arbitration.

The Complaint asserts a single cause of action for injunctive relief in aid of arbitration, pursuant to California Code of Civil Procedure sections 1281.8 and 525, et seq., seeking to enjoin the closing of the previously announced Transaction and certain related transactions, until the conclusion of the Arbitration.

The Company intends to vigorously defend itself against the claims made in the complaint.

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

At June 30, 2026, there was one such property with an unpaid principal balance of $ 1.3 million, net of reserves for credit losses.

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

Related Party Transactions

2 unchanged sentences

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 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.

As of June 30, 2026 , and December 31, 2025 , loans to known shareholders totaled $ 19.5 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, $ 19.5 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 months ended March 31, 2026 and 2025 totaled $ 0.3 million and $ 0.3 million, respectively.

Interest income earned on all related party loans for the three and six months ended June 30, 2026 totaled $ 0.3 million and $ 0.6 million, respectively.

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

Subsequent to June 30, 2026, one of the loans to the related-party joint venture was repaid in full following the sale of the underlying Coconut Grove, Florida residence.

The residence sold for gross sale proceeds of approximately $ 7.5 million and generated net sale proceeds of approximately $ 7.0 million.

The Company received approximately $ 7.0 million in cash to repay the associated loan in full.

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

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

For the three and six months ended June 30, 2026 , she received compensation of $ 0.1 million and $ 0.2 million , respectively.

For the three and six months ended June 30, 2025 , she received compensation of $ 0.1 million and $ 0.1 million , respectively.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Stock-Based Compensation and Employee Benefits

3 unchanged sentences

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 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.

The number of securities remaining available for future issuance under the 2025 Plan as of June 30, 2026 was 2,276,038 .

During the six months ended June 30, 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 six months ended June 30, 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.

Stock-based compensation for the three and six months ended June 30, 2026 was $ 0.2 million and $ 0.4 million, respectively.

Stock-based compensation for the three and six months ended June 30, 2025 was $ 0.2 million and $ 0.4 million, respectively.

As of June 30, 2026, there was unrecognized stock-based compensation expense of $ 0.6 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 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.

For the three and six months ended June 30, 2026, the 401(k) Plan expense was $ 30,661 and $ 74,595 , respectively, and for the three and six months ended June 30, 2025, the 401(k) Plan expense was $ 23,655 and $ 60,147 , 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 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 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).

2 unchanged sentences

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.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

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.

2 unchanged sentences

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).

There were no sales under the ATM Offering during the three and six months ended June 30, 2026.

During the year ended December 31, 2025, the Company did not sell any Common Shares but it did sell 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.

At June 30, 2026, $ 18.3 million of Series A Preferred Stock were available for future sale under the 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 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.

Under the Repurchase Plan, the Company may repurchase up to an aggregate of 5,802,959 of Common Shares and share repurchases will be made from time to time on the open market at prevailing market prices in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.

During the three and six months ended June 30, 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 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 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 .

For the three and six months ended June 30, 2026, the Company had basic and diluted weighted average Common Shares outstanding of 47,281,931 and 47,230,349 , respectively, resulting in basic and diluted loss per Common Share of $ 0.14 and $ 0.29 , respectively.

For the three and six months ended June 30, 2025, the Company had basic and diluted weighted average Common Shares outstanding of 46,875,187 and 46,830,215 , respectively, resulting in basic and diluted income per Common Share of $ 0.02 and $ 0.01 , respectively.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Limited Liability Company (“LLC”) Investments

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

The following table presents the carrying value of each investment reflected on the Company's unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

Investment Carrying

13 unchanged sentences

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 MONTHS ENDED MARCH 31, 2026

For the three months ended June 30, 2026, the Shem LLC investments generated $ 0.7 million of interest income and $ 0.1 million of other income.

For the six months ended June 30, 2026, the Shem LLC investments generated $ 1.6 million of interest income and $ 0.2 million of other income.

For the three months ended June 30, 2025, the Shem LLC investments generated $ 0.9 million of interest income and $ 0.1 million of other income.

For the six months ended June 30, 2025, the Shem LLC investments generated $ 2.8 million of interest income and $ 0.2 million of other income.

At June 30, 2026, the Company had unfunded commitments totaling $ 0.7 million to the Shem LLC entities.

Cordo CLT Investors LLC

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.

As of June 30, 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.

3 unchanged sentences

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

For the three and six months ended June 30, 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.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of June 30, 2026:

June 30, 2026

Deferred Tax Assets:

11 unchanged sentences

Total Deferred Tax Assets/(Liabilities) $ —

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

At June 30, 2026, the Company’s TRS had federal net operating loss carryforwards of approximately $ 4.7 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 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.

Accordingly, the Company recorded a valuation allowance against substantially all deferred tax assets at June 30, 2026.

The income tax provision for the Company differs from the amount computed from applying the statutory federal income tax rate to income before income taxes due to non-taxable REIT income and other permanent differences including the non-deductibility of acquisition costs of business combinations for federal income tax reporting.

The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying unaudited condensed consolidated financial statements as of 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 June 30, 2026.

Subsequent Events

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

The Company evaluated subsequent events from July 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

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

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.”

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.

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):

(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.

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