Sachem Capital Corp. 10-Q

Item 4. CONTROLS AND PROCEDURES (a) Evaluation and Disclosure Controls and Procedures As of June 30, 2026, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, and as a result of the material weakness in internal control over financial reporting described below, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026. Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified a material weakness in the design and operation of controls over the accounting and disclosure for complex, nonroutine transactions involving noncash loan workouts, asset acquisitions and related fair value measurements. Specifically, our controls were not designed and operating effectively to ensure sufficient contemporaneous fair value analysis and documentation of alternative accounting conclusions before management reached definitive accounting and disclosure conclusions for such transactions. This material weakness related to the accounting and disclosure evaluation of the Company's February 2026 Naples, Florida assets transaction. As a result of the final accounting analysis, the Company recorded a fair value adjustment loss included in provision for credit losses related to loans held for investment in the quarter ended March 31, 2026. The adjustment was recorded before issuance of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Remediation Plan Management is implementing remediation measures designed to address the material weakness, including: (i) a complex transaction trigger checklist for material noncash transactions, loan workouts, asset acquisitions, foreclosures and deeds-in-lieu, loan modifications with equity transfers and control changes; and (ii) enhanced review of definitive accounting impact language in SEC filings when accounting conclusions remain preliminary or subject to auditor resolution. These efforts are ongoing as of June 30, 2026. (b) Changes in Internal Control Over Financial Reporting Other than the remediation activities described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 44 Table of Contents PART II. OTHER INFORMATIO N Item 1. Legal Proceedings The information set forth under “Litigation” in Note 14—Commitments and Contingencies to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.