SEC Form 10-Q filed by Sachem Capital Corp.

8/5/25 7:04:49 AM ET

$SACH

Real Estate Investment Trusts

Real Estate

Get the next $SACH alert in real time by email

sach-20250630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number: 001-37997

SACHEM CAPITAL CORP.

(Exact name of registrant as specified in its charter)


New York						81-3467779
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

568 East Main Street, Branford, CT 06405

(Address of principal executive offices)

(203) 433-4736

(Registrant’s telephone number, including area code)

_______________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Ticker symbol(s)

Name of each exchange on which registered

Common Shares, par value $0.001 per share

SACH

NYSE American LLC

7.75% Notes due 2025

SCCC

NYSE American LLC

6.00% Notes due 2026

SCCD

NYSE American LLC

6.00% Notes due 2027

SCCE

NYSE American LLC

7.125% Notes due 2027

SCCF

NYSE American LLC

8.00% Notes due 2027

SCCG

NYSE American LLC

7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share

SACHPRA

NYSE American LLC

As of August 4, 2025, the Issuer had a total of 47,342,288 Common Shares, $0.001 par value per share, outstanding.

Table of Contents

SACHEM CAPITAL CORP.

TABLE OF CONTENTS


Part I	FINANCIAL INFORMATION
		Page Number
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30 , 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2025 and 2024 (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30 , 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30 , 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37

Part II	OTHER INFORMATION

Item 6.	Exhibits	38
SIGNATURES		42
EXHIBITS

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) for the three and six months ended June 30, 2025 includes forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “estimate,” “expect,” “project,” “plan,” “seek,” “intend,” “believe,” “may,” “might,” “will,” “should,” “could,” “likely,” “continue,” “design,” and the negative of such terms and other words and terms of similar expressions are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, some of which are described in our 2024 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We disclaim any duty to update any of these forward-looking statements after the date of this Report to confirm these statements in relationship to actual results or revised expectations.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this Report. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Unless the context otherwise requires, all references in this Report to “Sachem Capital,” “we,” “us” and “our” refer to Sachem Capital Corp., a New York corporation.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)


	June 30, 2025		December 31, 2024
	(unaudited)		(audited)
Assets
Cash and cash equivalents	$	22,474	$	18,066
Investment securities (at fair value)	1,039		1,517
Loans held for investment (net of deferred loan fees of $2,631 and $1,950)	382,108		375,041
Allowance for credit losses	(17,645)		(18,470)
Loans held for investment, net	364,463		356,571
Loans held for sale (net of valuation allowance of $541 and $4,880)	8,830		10,970
Interest and fees receivable (net of allowance of $3,074 and $3,133)	4,289		3,768
Due from borrowers (net of allowance of $1,676 and $1,135)	6,493		5,150
Real estate owned (net of impairment of $0 and $492)	18,626		18,574
Investments in limited liability companies	48,710		53,942
Investments in developmental real estate, net	16,664		14,032
Property and equipment, net	3,126		3,222
Other assets	7,049		6,164
Total assets	$	501,763	$	491,976

Liabilities and Shareholders’ Equity
Liabilities:
Notes payable (net of deferred financing costs of $2,741 and $3,713)	$	227,498	$	226,526
Senior secured notes payable (net of deferred financing costs of $3,556 and $0)	46,444		—
Repurchase agreements	14,442		33,708
Mortgage payable	960		1,002
Lines of credit	26,238		40,000
Accounts payable and accrued liabilities	3,486		4,377
Advances from borrowers	4,146		4,047
Below market lease intangible	642		665
Total liabilities	323,856		310,325

Commitments and Contingencies - Note 14

Shareholders’ equity:
Preferred shares - $0.001 par value; 5,000,000 shares authorized; 2,903,000 shares designated as Series A Preferred Stock; 2,306,748 shares of Series A Preferred Stock issued and outstanding at June 30, 2025 and December 31, 2024	2		2
Common Shares - $0.001 par value; 200,000,000 shares authorized; 47,310,139 and 46,965,306 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	47		47
Additional paid-in capital	257,384		256,956
Cumulative net earnings	38,309		35,518
Cumulative dividends paid	(117,835)		(110,872)
Total shareholders’ equity	177,907		181,651
Total liabilities and shareholders’ equity	$	501,763	$	491,976

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.

Table of Contents

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Revenues
Interest income from loans	$	7,482	$	11,754	$	15,370	$	24,395
Fee income from loans	1,771		2,083		3,196		4,699
Income from limited liability company investments	978		1,217		3,030		2,413
Other investment income	12		70		17		386
Other income	532		22		604		57
Total revenues	10,775		15,146		22,217		31,950

Operating expenses
Interest and amortization of deferred financing costs	6,139		6,973		12,233		14,442
Compensation and employee benefits	1,821		1,365		3,592		3,308
General and administrative expenses	1,304		1,258		2,659		2,496
Provision for credit losses related to loans held for investment	925		8,503		1,977		9,868
Change in valuation allowance related to loans held for sale	(1,043)		—		(1,047)		—
Gain on sale of real estate owned and property and equipment, net	(131)		(275)		(131)		(264)
Other expenses	694		439		839		943
Total operating expenses	9,709		18,263		20,122		30,793
Operating income (loss)	1,066		(3,117)		2,095		1,157

Other income, net
Gain on equity securities	821		61		696		458
Total other income, net	821		61		696		458
Net income (loss)	1,887		(3,056)		2,791		1,615
Preferred stock dividends	(1,118)		(1,068)		(2,235)		(2,091)
Net income (loss) attributable to common shareholders	$	769	$	(4,124)	$	556	$	(476)

Basic and diluted earnings (loss) per Common Share	$	0.02	$	(0.09)	$	0.01	$	(0.01)
Basic and diluted weighted average number of Common Shares outstanding	46,875,187		47,504,875		46,830,215		47,415,630

Table of Contents

SACHEM CAPITAL CORP.

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income (loss)	$	1,887	$	(3,056)	$	2,791	$	1,615
Other comprehensive income (loss):
Reversal of losses from unrealized to realized	—		(65)		—		(65)
Unrealized holding losses on available for sale (“AFS”) securities	—		(126)		—		(251)
Comprehensive income (loss)	$	1,887	$	(3,247)	$	2,791	$	1,299
Preferred stock dividend	$	(1,118)	$	(1,068)	$	(2,235)	$	(2,091)
Total comprehensive income (loss) attributable to common shareholders	$	769	$	(4,315)	$	556	$	(792)

Table of Contents

SACHEM CAPITAL CORP.

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

(dollars in thousands, except share data)


	FOR THE THREE MONTHS ENDED JUNE 30, 2025
	Preferred Shares			Common Shares			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Net Earnings		Cumulative Dividends Paid		Totals
	Shares	Amount		Shares	Amount
Balance, 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


	FOR THE THREE MONTHS ENDED JUNE 30, 2024
	Preferred Shares			Common Shares			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Net Earnings		Cumulative Dividends Paid		Totals
	Shares	Amount		Shares	Amount
Balance, April 1, 2024	2,108,957	$	2	47,446,051	$	47	$	253,670	$	191	$	79,760	$	(96,227)	$	237,443
													.
Issuance of Series A Preferred Stock, net of expenses	97,171	—		—	—		2,061		—		—		—		2,061

Issuance of Common Shares, net of expenses	—	—		—	—		—		—		—		—		—

Stock-based compensation	—	—		101,000	1		197		—		—		—		198

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

Unrealized holding losses on AFS securities	—	—		—	—		—		(126)		—		—		(126)

Dividends paid on Series A Preferred Stock	—	—		—	—		—		—		—		(1,068)		(1,068)

Dividends Paid on Common Shares	—	—		—	—		—		—		—		(5,219)		(5,219)

Net loss	—	—		—	—		—		—		(3,056)		—		(3,056)
Balance, June 30, 2024	2,206,128	$	2	47,547,051	$	48	$	255,928	$	—	$	76,704	$	(102,514)	$	230,168

Table of Contents

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, 2025
	Preferred Shares			Common Shares			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Net Earnings		Cumulative Dividends Paid		Totals
	Shares	Amount		Shares	Amount
Balance, January 1, 2025	2,306,748	$	2	46,965,306	$	47	$	256,956	$	—	$	35,518	$	(110,872)	$	181,651

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

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

Dividends paid on Common Shares	—	—		—	—		—		—		—		(4,728)		(4,728)

Net income	—	—		—	—		—		—		2,791		—		2,791
Balance, June 30, 2025	2,306,748	$	2	47,310,139	$	47	$	257,384	$	—	$	38,309	$	(117,835)	$	177,907


	FOR THE SIX MONTHS ENDED JUNE 30, 2024
	Preferred Shares			Common Shares			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Net Earnings		Cumulative Dividends Paid		Totals
	Shares	Amount		Shares	Amount
Balance, January 1, 2024	2,029,923	$	2	46,765,483	$	47	$	249,826	$	316	$	75,089	$	(95,204)	$	230,076

Issuance of Series A Preferred Stock, net of expenses	176,205	—		—	—		3,616		—		—		—		3,616

Issuance of Common Shares, net of expenses	—	—		568,711	1		2,049		—		—		—		2,050

Stock-based compensation	—	—		212,857	—		437		—		—		—		437

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

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

Dividends paid on Series A Preferred Stock	—	—		—	—		—		—		—		(2,091)		(2,091)

Dividends Paid on Common Shares	—	—		—	—		—		—		—		(5,219)		(5,219)

Net income	—	—		—	—		—		—		1,615		—		1,615
Balance, June 30, 2024	2,206,128	$	2	47,547,051	$	48	$	255,928	$	—	$	76,704	$	(102,514)	$	230,168

Table of Contents

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(dollars in thousands)


	Six Months Ended
	June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,791	$	1,615
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs	1,101		1,275
Depreciation and amortization expense	234		189
Stock-based compensation	428		437
Provision for credit losses related to loans held for investment	1,977		9,868
Change in valuation allowance related to loans held for sale	(1,047)		—
Impairment loss on real estate owned	—		77
Gain on sale of real estate owned and property and equipment, net	(131)		(264)
Gain on equity securities	(696)		(458)
Change in deferred loan fees	681		200
Changes in operating assets and liabilities:
Interest and fees receivable, net	(462)		411
Other assets	(1,010)		80
Due from borrowers, net	(2,277)		(624)
Accounts payable and accrued liabilities	(996)		478
Advances from borrowers	99		(2,105)
Total adjustments and operating changes	(2,099)		9,564
NET CASH PROVIDED BY OPERATING ACTIVITIES	692		11,179

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities	—		(7,767)
Proceeds from the sale of investment securities	1,174		43,964
Purchase of interests in limited liability companies	(5,731)		(5,110)
Proceeds from investments in limited liability companies	10,963		1,194
Proceeds from sale of real estate owned	1,559		1,403
Purchase of property and equipment	(43)		(26)
Investments in developmental real estate	(1,022)		(1,424)
Principal disbursements for loans	(80,952)		(84,328)
Principal collections on loans	71,394		79,628
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES	(2,658)		27,534

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from lines of credit	36,100		—
Repayments on lines of credit	(49,862)		(6,792)
Proceeds from repurchase agreements	11,693		—
Repayments of repurchase agreements	(30,959)		(3,468)
Repayment of mortgage payable	(42)		(39)
Repayment of notes payable	—		(23,647)
Dividends paid on Common Shares	(4,728)		(10,363)
Dividends paid on Series A Preferred Stock	(2,235)		(2,091)
Proceeds from issuance of Senior Secured Notes	50,000		—
Payments of deferred financing costs	(3,593)		—
Proceeds from issuance of Common Shares, net of expenses	—		2,050
Proceeds from issuance of Series A Preferred Stock, net of expenses	—		3,616
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	6,374		(40,734)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	4,408		(2,021)

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	18,066		12,598

CASH AND CASH EQUIVALENTS – END OF PERIOD	$	22,474	$	10,577

Table of Contents

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (unaudited)

(dollars in thousands)


	Six Months Ended
	June 30,
	2025		2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the period for interest	$	11,005	$	13,208
Real estate acquired in connection with foreclosure of certain mortgages	$	6,298	$	1,627
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	$	—
Loans originated from sale of real estate owned	$	840	$	987

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

1. The Company

Sachem Capital Corp. (the “Company”), a New York corporation, specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. The Company operates its business as one segment. The Company offers short-term (i.e., one to three years), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is 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’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.

2. 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, 2024 included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 31, 2025.

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. 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, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K. The balance sheet information as of December 31, 2024 is derived from audited financial statements, but does not include all disclosures required by GAAP. Results of operations for the three and six months ended June 30, 2025, 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

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases the use of estimates on (a) various assumptions that consider prior reporting results, (b) projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Significant estimates include the provisions for Current Expected Credit Losses ("CECL"), loans held for sale at fair value 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. All intercompany accounts and transactions have been eliminated in consolidation.

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 the2025 Needham Credit Facility, the Company terminated and repaid in full the outstanding balance under its previous credit facility with Needham Bank.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 30, 2025, SN Holdings had total assets of $78.9 million and total liabilities of $28.4 million, consisting primarily of collateralized mortgage loans and borrowings under the 2025 Needham Credit Facility. The assets of SN Holdings can only be used to settle obligations of SN Holdings and are not available to the Company or its creditors, other than as permitted under the intercompany guaranty and lien release provisions of the 2025 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 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 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 June 30, 2025, Holdings had total assets of $217.6 million and total liabilities of $49.2 million, consisting primarily of collateralized mortgage loans and indebtedness evidenced by the 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.

Reclassifications

Certain amounts included in the Company’s June 30, 2024 condensed consolidated financial statements have been reclassified to conform to the June 30, 2025 presentation. These reclassifications had no effect on net income for the three and six months ended June 30, 2024.

3. Fair Value Measurement

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


	Fair Value Measurement
(in thousands)	June 30, 2025		December 31, 2024
Level 1
Investment securities	$	1,039	$	1,517
Level 3
Loans held for sale, net	8,830		10,970

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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


	Fair Value Measurement
(in thousands)	June 30, 2025		December 31, 2024
Level 3
Individually evaluated loans, net of allowance for credit losses	$	83,564	$	80,757
Real estate owned, net	18,626		18,574

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

Carrying amounts and fair values of financial instruments at June 30, 2025 and December 31, 2024:


	Carrying Amount				Fair Value Measurement
(in thousands)	June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024

Level 1
Cash and cash equivalents	$	22,474	$	18,066	$	22,474	$	18,066
Notes payable (listed) – fixed rate debt	230,239		230,239		195,598		194,810
Investment securities	1,039		1,517		1,039		1,517
Level 2
Lines of credit and repurchase agreements – variable rate debt	40,680		73,708		40,680		73,708
Level 3
Loans held for investment, net	364,463		356,571		364,463		356,571
Loans held for sale, net	8,830		10,970		8,830		10,970
Interest and fees receivable and due from borrowers	10,782		8,918		10,782		8,918
Investments in limited liability companies	48,710		53,942		48,710		53,942
Advances from borrowers	4,146		4,047		4,146		4,047
Mortgage payable	960		1,002		960		1,002

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%.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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 six months ended June 30, 2025 and 2024:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024

	(in thousands)				(in thousands)
OCI from AFS securities – debt securities:
Unrealized gain on debt securities at beginning of period	$	—	$	191	$	—	$	316
Reversal of losses from unrealized to realized	—		(65)		—		(65)
Unrealized holding losses on AFS securities	—		(126)		—		(251)
Change in OCI from AFS debt securities	—		(191)		—		(316)
Balance at end of period	$	—	$	—	$	—	$	—

As of June 30, 2025 and December 31, 2024, the Company held no debt securities.

4. Loans and Allowance for Credit Losses

Loans include loans held for investment that are accounted for at amortized cost net of allowance for credit losses and loans held for sale that are accounted for at the lower of cost or market net of a valuation allowance. The classification for a loan is based on management’s strategy for the loan.

Loans held for investment

As of June 30, 2025 and December 31, 2024, the Company had 135 and 157 loans held for investment, respectively.

As of June 30, 2025 and December 31, 2024, the Company had direct reserves on outstanding principal for loans held for investment of $11.9 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 June 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 $0.5 million based on the lower of cost or market value. As of December 31, 2024, the Company had designated eleven loans as held for sale. These eleven 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 June 30, 2025 and December 31, 2024, such loans were on non-accrual status and pending foreclosure.

The below table represents the Company's loans held for sale as of June 30, 2025:


	Balance as of December 31, 2024		Transfers in		Change in valuation allowance		Transfers out, net		Balance as of June 30, 2025
	(in thousands)
Loans held for sale, net	$	10,970	$	—	$	1,047	$	(3,187)	$	8,830
Total loans held for sale, net	$	10,970	$	—	$	1,047	$	(3,187)	$	8,830

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Loan portfolio

As of June 30, 2025 and December 31, 2024, loans held for investment on non-accrual status had an outstanding principal balance of $119.6 million and $87.0 million, respectively. The non-accrual loans are inclusive of loans pending foreclosure and loans held for sale. The below table summarizes the Company’s loan portfolio by the past due status:


	Loans held for investment
(in thousands)	Current		30-59 days past due		60-89 days past due		Greater than 90 days		Total
As of June 30, 2025	$	257,780	$	6,065	$	1,295	$	119,599	$	384,739
As of March 31, 2025	$	220,538	$	37,617	$	2,114	$	107,591	$	367,860
As of December 31, 2024	$	223,513	$	49,460	$	16,936	$	87,082	$	376,991

As of June 30, 2025, the Company’s mortgage loan portfolio includes loans with an outstanding principal balance amount up to $38.3 million with stated interest rates ranging from 6.5% 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 June 30, 2025 and December 31, 2024, the Company had one borrower representing 13.1% and 14.0% of the outstanding mortgage loan portfolio, or $50.4 million and $55.0 million, respectively.

Presented below is the Company’s loans held for investment portfolio by geographical location as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
(in thousands)	Carrying Value		% of Portfolio		Carrying Value		% of Portfolio
New England	$	173,756	45.2	%	$	179,421	47.6	%
Mid-Atlantic	46,288		12.0	%	42,304		11.2	%
South	164,695		42.8	%	151,165		40.1	%
West	—		—	%	4,101		1.1	%
Total	$	384,739	100.0	%	$	376,991	100.0	%

The following tables allocate the carrying value of the Company’s loan portfolio based on credit quality indicators in assessing estimated credit losses and vintage of origination at the dates indicated:


	June 30, 2025		Year Originated (1)
FICO Score (2)(in thousands)	Carrying Value		2025		2024		2023		2022		2021		Prior
Loans held for investment:
Under 500	$	300	$	—	$	300	$	—	$	—	$	—	$	—
501-550	2,860		—		—		—		—		1,060		1,800
551-600	1,096		—		1,096		—		—		—		—
601-650	26,474		2,336		7,066		1,163		1,795		7,447		6,667
651-700	58,286		1,783		3,609		6,861		12,799		31,891		1,343
701-750	152,735		18,443		6,696		38,858		15,625		72,138		975
751-800	134,228		24,943		23,847		39,735		24,841		20,862		—
801-850	8,760		2,534		—		1,541		4,685		—		—
Total	$	384,739	$	50,039	$	42,614	$	88,158	$	59,745	$	133,398	$	10,785

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025


	December 31, 2024		Year Originated (1)
FICO Score (2)(in thousands)	Carrying Value		2024		2023		2022		2021		2020		Prior
Loans held for investment:
Under 500	$	140	$	140	$	—	$	—	$	—	$	—	$	—
501-550	2,860		—		—		—		1,060		—		1,800
551-600	7,094		1,222		290		2,170		1,816		636		960
601-650	28,779		8,432		3,347		1,798		7,411		6,149		1,642
651-700	35,711		4,250		7,177		10,302		12,079		660		1,243
701-750	159,575		6,275		40,459		11,982		97,980		1,023		1,856
751-800	124,599		26,465		32,016		36,280		28,427		1,411		—
801-850	18,233		—		415		17,818		—		—		—
Total	$	376,991	$	46,784	$	83,704	$	80,350	$	148,773	$	9,879	$	7,501

_______________________________________________________________

(1)Represents the year of origination or amendment where the loan was subject to a full re-underwriting.

(2)The FICO Scores are calculated at the inception of the loan and are updated if the loan is modified or on an as needed basis.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Loan modifications made to borrowers experiencing financial difficulty

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


(in thousands)	Three 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	3.5	%	Unpaid interest/taxes/charges added to principal balance
Term extension	$	25,559	6.4	%	A weighted average of 7.7 months were added to the life of the loans


(in thousands)	Three Months Ended June 30, 2024
	Carrying Value		% of Total Carrying Value of Loans held for investment, net		Financial Effect
Principal modification, with no term extension	$	3,408	0.7	%	Unpaid interest/taxes/charges added to principal balance
Term extension	$	61,008	12.2	%	A weighted average of 12.0 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	3.5	%	Unpaid interest/taxes/charges added to principal balance
Term extension	$	47,702	11.9	%	A weighted average of 7.4 months were added to the life of the loans


	Six Months Ended June 30, 2024
	Carrying Value	% of Total Carrying Value of Loans held for investment, net		Financial Effect
Principal modification, with no term extension	21,373	4.3	%	Unpaid interest/taxes/charges added to principal balance
Term extension	104,452	20.9	%	A weighted average of 10.5 months were added to the life of the loans

As of June 30, 2025, the Company had commitments to lend additional amounts totaling approximately $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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

The table below 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, none have defaulted during the period.


	As of June 30, 2025
(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

Deferred loan fees

As of June 30, 2025 and December 31, 2024, the Company had $2.6 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 June 30, 2025 and December 31, 2024.

Allowance for credit losses

The below table represents the financial statement line items that are impacted by the allowance for credit losses for the three months ended June 30, 2025:


	Balance as of March 31, 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 June 30, 2025

	(in thousands)
Loans held for investment	$	18,122	$	(3,256)	$	3,292	$	(513)	$	17,645
Interest and fees receivable	2,981		93		—		—		3,074
Due from borrower	1,956		(55)		—		(225)		1,676
Unfunded commitments	864		165		—		—		1,029
Real estate owned	—		3,978		—		(3,978)		—
Total allowance for credit losses	$	23,923	$	925	$	3,292	$	(4,716)	$	23,424

The below table represents the financial statement line items that are impacted by the allowance for credit losses for the six months ended June 30, 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 June 30, 2025

	(in thousands)
Loans held for investment	$	18,470	$	(2,983)	$	3,292	$	(1,134)	$	17,645
Interest and fees receivable	3,133		(59)		—		—		3,074
Due from borrower	1,135		936		—		(395)		1,676
Unfunded commitments	924		105		—		—		1,029
Real estate owned	—		3,978		—		(3,978)		—
Total allowance for credit losses	$	23,662	$	1,977	$	3,292	$	(5,507)	$	23,424

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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


	Allowance for credit losses as of March 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 June 30, 2025
	(in thousands)
New England	$	12,878	$	(5,704)	$	3,292	$	—	$	10,466
Mid-Atlantic	1,864		2,658		—		(466)		4,056
South	1,460		(123)		—		(47)		1,290
West	1,920		(87)		—		—		1,833
Total	$	18,122	$	(3,256)	$	3,292	$	(513)	$	17,645

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


	Allowance for credit losses 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		Allowance for credit losses as of June 30, 2025
(in thousands)
New England	$	12,844	$	(5,670)	$	3,292	$	—	$	10,466
Mid-Atlantic	1,857		2,665		—		(466)		4,056
South	1,802		156		—		(668)		1,290
West	1,967		(134)		—		—		1,833
Total	$	18,470	$	(2,983)	$	3,292	$	(1,134)	$	17,645

The following table presents charge-offs on loan principal by fiscal year of origination for the three months ended June 30, 2025:


	2025		2024		2023		2022		2021		Prior		Total
(in thousands)
Current period charge-offs	$	—	$	—	$	—	$	—	$	513	$	—	$	513
Total	$	—	$	—	$	—	$	—	$	513	$	—	$	513

The following table presents charge-offs on loan principal by fiscal year of origination for the six months ended June 30, 2025:


	2025		2024		2023		2022		2021		Prior		Total
(in thousands)
Current period charge-offs	$	—	$	134	$	—	$	487	$	513	$	—	$	1,134
Total	$	—	$	134	$	—	$	487	$	513	$	—	$	1,134

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

5. Investment in Developmental Real Estate, net

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


June 30, 2025	Cost		Accumulated Depreciation		Investment in Developmental Real Estate, Net

	(in thousands)
Land	$	6,476	$	—	$	6,476
Building	4,936		(185)		4,751
Site improvements	359		(42)		317
Tenant improvements	1,184		(40)		1,144
Construction in progress	3,898		—		3,898
Lease intangibles	81		(3)		78
Total	$	16,934	$	(270)	$	16,664


December 31, 2024	Cost		Accumulated Depreciation		Investment in Developmental Real Estate, Net

	(in thousands)
Land	$	4,557	$	—	$	4,557
Building	4,936		(154)		4,782
Site improvements	359		(30)		329
Tenant improvements	1,182		—		1,182
Construction in progress	3,141		—		3,141
Lease intangibles	41		—		41
Total	$	14,216	$	(184)	$	14,032

For the six months ended June 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 $43,000 for the six months ended June 30, 2025 compared to no such amortization for the six months ended June 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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


Years Ending December 31,	Amount
	(in thousands)
2025 (remaining six months)	$	—
2026	936
2027	1,267
2028	1,292
2029	1,318
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. 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.

6. 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 June 30, 2025 and December 31, 2024, real estate owned, net totaled $18.6 million. During the six months ended June 30, 2025, the Company’s real estate owned portfolio recorded no impairment loss 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 as of June 30, 2025:


	June 30, 2025
	(in thousands)
Real estate owned at December 31, 2024	$	18,574
Principal basis transferred to real estate owned	6,298
Charge-off’s on principal transferred	(3,978)
Proceeds from sale of real estate owned	(1,559)
Loans origination from sale of real estate owned	(840)
Gain on sale of real estate owned	131
Balance at end of period	$	18,626

As of June 30, 2025, REO included $0.8 million of real estate held for rental and $17.8 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 six months ended June 30, 2025, the Company sold six properties held for sale and recognized a gain on sale of $0.1 million. During the six months ended June 30, 2024, the Company sold eleven property held for sale and recognized a gain on sale of $0.3 million. 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Properties Held for Rental

As of June 30, 2025 and December 31, 2024, one property, a commercial building, was held for rental. The tenant signed a five-year lease that commenced on August 1, 2021.

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


Years Ending December 31,	Amount
	(in thousands)
2025 (remaining six months)	$	27
2026	31
Total	$	58

7. Property and Equipment, net

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


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

	(in thousands)
Building	$	2,594	$	(175)	$	2,419
Land	255		—		255
Furniture and fixtures	308		(151)		157
Computer hardware and software	300		(260)		40
Vehicles	435		(180)		255
Total property and equipment, net	$	3,892	$	(766)	$	3,126


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

	(in thousands)
Building	$	2,557	$	(110)	$	2,447
Land	255		—		255
Furniture and fixtures	308		(117)		191
Computer hardware and software	295		(246)		49
Vehicles	435		(155)		280
Total property and equipment, net	$	3,850	$	(628)	$	3,222

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

8. Other Assets

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


	June 30, 2025		December 31, 2024

	(in thousands)
Prepaid expenses	$	524	$	575
Other receivables	1,935		1,793
Other assets	412		190
Notes receivable	2,130		2,130
Deferred financing costs, net	145		—
Straight line rent receivable	459		—
Deferred leasing costs, net	374		387
Acquired in-place lease intangible, net	549		568
Goodwill	391		391
Intangible asset – trade name	130		130
Total	$	7,049	$	6,164

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.

9. Lines of Credit, Mortgage Payable and Churchill Facility

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 June 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: (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 June 30, 2025 and December 31, 2024, the total outstanding principal balances on the respective Needham Credit Facilities were $26.2 million and $40.0 million, respectively, with interest rates of 7.25% and 7.25%, respectively.

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

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

but unpaid interest are due and payable on the maturity date. As of June 30, 2025, SN Holdings had $78.9 million of assets pledged to Needham.

The Company was in compliance with all facility covenants as of June 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”). The NHB Mortgage accrues interest at an initial rate of 5.75% per annum for the first 60 months. The interest rate will be adjusted on each of March 1, 2028, and March 1, 2033, to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75%. Beginning on April 1, 2023, and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the 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. 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 June 30, 2025 and December 31, 2024, the total outstanding principal balance on the NHB Mortgage was $1.0 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 June 30, 2025 and December 31, 2024, the effective interest rate charged under the facility was 8.32% 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 following table summarizes the outstanding balances under the Churchill Facility:


	June 30, 2025				December 31, 2024
	Total Outstanding		Rate		Total Outstanding		Rate
	(in thousands)				(in thousands)
Repurchase Agreement	$	14,442	8.32	%	$	33,708	8.69	%
Total	$	14,442			$	33,708

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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


	June 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	$	34,144	10	$	66,365	17
Total	$	34,144		$	66,365

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


	June 30, 2025		December 31, 2024

	(in thousands)
Maturing within one year	$	27,174	$	56,050
After one but within two years	6,970		10,315
Total	$	34,144	$	66,365

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

10. Unsecured Notes Payable

At June 30, 2025, the Company had an aggregate of $230.2 million of unsecured, unsubordinated notes payable outstanding, net of deferred financing costs (collectively, the “Notes”). At June 30, 2025, the Company had five series of Notes outstanding:

(i)Notes having an aggregate principal amount of $56.3 million bearing interest at 7.75% per annum and maturing September 30, 2025 (the “September 2025 Notes”);

(ii)Notes having an aggregate principal amount of $51.7 million bearing interest at 6.0% per annum and maturing December 30, 2026 (the “December 2026 Notes”);

(iii)Notes having an aggregate principal amount of $51.9 million bearing interest at 6.0% per annum and maturing March 30, 2027 (the “March 2027 Notes”);

(iv)Notes having an aggregate principal amount of $30.0 million bearing interest at 7.125% per annum and maturing June 30, 2027 (the “June 2027 Notes”); and

(v)Notes having an aggregate principal amount of $40.3 million bearing interest at 8.00% per annum and maturing September 30, 2027 (the “September 2027 Notes”).

The Notes were sold in underwritten public offerings, were issued in denomination of $25.00 each and are listed on the NYSE American and trade under the symbols “SCCC,” “SCCD,” “SCCE,” “SCCF” and “SCCG,” respectively. All the Notes were issued at par except for the last tranche of the September 2025 notes, in the original principal amount of $28 million, which were issued at $24.75 each. Interest on the Notes is payable quarterly on each March 30, June 30, September 30 and December 30 that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90% of its taxable income, incurring any additional indebtedness or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150% after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after their second anniversary of issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. Currently, all the Notes are callable at any time.

The following are the future principal payments on the notes payable as of June 30, 2025:


Years ending December 31,	Amount
	(in thousands)
2025 (remaining six months)	$	56,364
2026	51,750
2027	122,125
Total principal payments	$	230,239
Deferred financing costs	(2,741)
Total notes payable, net of deferred financing costs	$	227,498

The estimated amortization of the deferred financing costs as of June 30, 2025 is as follows:


Years ending December 31,	Amount
	(in thousands)
2025 (remaining six months)	$	837
2026	1,410
2027	494
Total deferred costs	$	2,741

11. Secured Notes Payable

On June 11, 2025, Holdings, an indirect, wholly-owned subsidiary of the Company, consummated a private placement of $100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Agreement"). An initial draw of $50.0 million was made at closing, and the remaining $50.0 million may be drawn at any time on or prior to May 15, 2026. The Senior Secured Notes bear interest at a fixed rate of 9.875% per annum, with interest only payable quarterly on the 1st day of March, June, September and December, and include a commitment fee of 1.0% on the undrawn portion of the Senior Secured Notes. The Company paid an approximately $1.5 million original issue discount on the $100.0 million aggregate principal amount which is part of the $3.6 million of deferred financing costs recorded related to the Senior Secured Notes. The deferred financing costs will be amortized over the five year term of the Senior Secured Notes at $0.7 million per year.

The Senior Secured Notes allow optional prepayment subject to a declining make-whole amount during the first three years, a declining prepayment premium in the fourth year, and then no make-whole payment or prepayment premium after the fourth year through maturity. Upon a change of control, holders of the Senior Secured Notes have the right to prepayment, if accepted, at 101% of the outstanding principal. The Agreement contains affirmative and negative covenants customary for similar secured debt instruments, including:

•Minimum asset coverage ratio,

•Leverage and liquidity requirements,

•Restrictions on additional indebtedness, asset sales, and distributions under certain conditions, and

•Maintenance of REIT status by the Company.

The 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

12. Accounts Payable and Accrued Liabilities

As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities include the following:


	June 30, 2025		December 31, 2024

	(in thousands)
Accounts payable and accrued expenses	$	1,832	$	2,928
Allowance for credit losses on unfunded commitments	1,029		924
Accrued interest	625		525
Total	$	3,486	$	4,377

13. Fee Income from Loans

For the three and six months ended June 30, 2025 and 2024, fee income from loans consisted of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024

	(in thousands)				(in thousands)
Origination and modification fees	$	761	$	1,194	$	1541	$	2,656
Extension fees	184		271		462		385
Late and other fees	147		226		226		509
Processing fees	30		36		51		71
Construction servicing fees	104		70		241		249
Legal fees	71		75		134		157
Other fees	474		211		541		672
Total	$	1,771	$	2,083	$	3,196	$	4,699

14. Commitments and Contingencies

Unfunded Commitments

At June 30, 2025, the Company had future funding obligations on loans held for investment totaling $54.6 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. 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. (See Note 4 – Loans and Allowance for Credit Losses for further details.)

Litigation

The Company is subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its 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. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to the Company and involves elements of judgment and significant uncertainties. While the Company does not believe that the outcome of pending or threatened litigation or other matters

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Company to incur additional expenses, which could be significant, and possibly material, to the Company’s results of operations in any future period.

Other

In the normal course of its business, the Company is named as a party-defendant in connection with tax foreclosure proceedings against properties on which it holds a first mortgage lien. The Company actively monitors these actions and, in all cases, believes there remains sufficient value in the subject property to assure that no loan impairment exists. At June 30, 2025, there were two such properties. The unpaid principal balance of the loans secured by the properties that are subject to these proceedings was $1.9 million.

15. Related Party Transactions

In the ordinary course of business, the Company may originate, fund, manage and service loans to shareholders. The underwriting process on these loans adheres to prevailing Company policy. The terms of such loans, including the interest rate, income, origination fees, and other closing costs are the same as those applicable to loans made to unrelated third parties in the portfolio. As of June 30, 2025, and December 31, 2024, loans to known shareholders totaled $19.2 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, $18.9 million and $17.0 million, respectively, were loaned to a wholly owned entity of 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 six months ended June 30, 2025 totaled $0.3 million and $0.8 million, respectively. Interest income earned on all related party loans for the three and six months ended June 30, 2024 totaled $0.5 million and $1.1 million, respectively.

In December 2021, the Company hired the daughter of the Company’s chief executive officer to perform certain internal audit and compliance services. For the three and six months ended June 30, 2025, she received compensation of $60,587 and $103,857, respectively. For the three and six months ended June 30, 2024, she received compensation of $37,500 and $74,792, respectively.

16. Stock-Based Compensation and Employee Benefits

Stock-Based Compensation

On October 27, 2016, the Company adopted the 2016 Equity Compensation Plan (the “Plan”), the purpose of which is to align the interests of the Company’s officers, other employees, advisors and consultants or any subsidiary, if any, with those of the Company’s shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on the Company’s behalf and to promote the success of the Company’s business. The Plan is administered by the Company's Compensation Committee (the "Compensation Committee"). The maximum number of 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 securities remaining available for future issuance under the Plan as of June 30, 2025 was 435,054. The number of shares issuable to any one individual in a plan year is 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. No additional awards will be made under the Plan.

During the six months ended June 30, 2025 and 2024, the Company granted an aggregate of 767,668 and 111,857, respectively, restricted Common Shares under the Plan. Of the 767,668 shares granted during the six months ended June 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-

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

time bonus grant of 20,000 restricted Common Shares to each of the Company’s directors other than Mr. Villano. Each of the grantees, except for Mr. Walraven, also had the option, at his or her election, to receive the fair market value equivalent of his or her grant in a lump sum cash payment of $23,800. An aggregate of 60,000 restricted Common Shares were granted to the Company’s non-employee directors, which shares had an aggregate fair market value on the date of grant of approximately $71,400. One director elected the cash option.

Subsequent to the Compensation Committee's action on March 10, 2025, authorizing the issuance of 420,168 shares of restricted stock 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 six months ended June 30, 2025 was $0.2 million and $0.4 million, respectively. Stock-based compensation for the three and six months ended June 30, 2024 was $0.2 million and $0.4 million, respectively. As of June 30, 2025, there was unrecognized stock-based compensation expense of $0.9 million.

Employee Benefits

On April 16, 2018, the Company’s Board of Directors approved the adoption of the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees, who meet the participation criteria, are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3% of a participant’s compensation to the 401(k) Plan on behalf of an employee-participant. For the three and six months ended June 30, 2025, the 401(k) Plan expense was $23,655 and $60,147, respectively, and for the three and six months ended June 30, 2024, the 401(k) Plan expense was $27,252 and $75,462, respectively, which is included within compensation and employee benefits in the accompanying Condensed Consolidated Statements of Operations.

17. Equity

On August 24, 2022, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $75.0 million of its Common Shares and shares of its Series A Preferred Stock with an aggregate liquidation preference of up to $25.0 million in an “at-the market” offering (the “ATM Offering”). On June 17, 2024, the Company filed a new prospectus supplement (the “New Prospectus Supplement”) which modified the ATM Offering by reducing the amount of Common Shares the Company may offer and sell up to an aggregate of $48.7 million, including the Common Shares the Company has already sold in the ATM Offering prior to the date of the New Prospectus Supplement. All the other terms of the ATM Offering remained the same. In February 2025, the effectiveness of the S-3 Registration Statement expired and, as a result, the ATM Offering terminated. During the six months ended June 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

18. Earnings (Losses) Per Share

Basic and diluted earnings (losses) per share are calculated in accordance with FASB ASC 260 (Earnings Per Share). Under FASB ASC 260, basic earnings per share is computed by dividing 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 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 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 earnings per share of $0.02 and $0.01, respectively. For the three and six months ended June 30, 2024, the Company had basic and diluted weighted average Common Shares outstanding of 47,504,875 and 47,415,630, respectively, resulting in basic and diluted loss per share of $0.09 and $0.01, respectively.

19. Limited Liability Company (“LLC”) Investments

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


	June 30, 2025				December 31, 2024
Investment	Carrying Value		Ownership Percentage		Carrying Value		Ownership Percentage
	(in thousands)				(in thousands)
Shem Creek Capital Fund V LLC	$	1,112	7.6	%	$	1,143	7.6	%
Shem Creek Capital Fund VI LLC	3,698		9.9	%	4,290		9.9	%
Shem Creek Capital Fund VII LLC	2,900		16.2	%	2,580		16.2	%
Shem Creek Sachem V LLC	2,512		49.0	%	2,569		49.0	%
Shem Creek Sachem VI LLC	19,631		45.1	%	24,756		45.9	%
Shem Creek Sachem 100 LLC	11,357		100.0	%	13,604		100.0	%
Shem Creek Capital LLC	5,000		20.0	%	2,500		20.0	%
Total Shem LLC Investments	$	46,210			$	51,442
Cordo CLT Investors LLC	$	2,500	7.2	%	$	2,500	7.2	%
Total investments in LLC’s	$	48,710			$	53,942

Shem Creek (“Shem”)

For the three and six months ended June 30, 2025, the Shem LLC investments generated $1.0 million and $3.0 million, respectively, of income for the Company. For the three and six months ended June 30, 2024, the Shem LLC investments generated $1.2 million and $2.4 million, respectively, of income for the Company.

At June 30, 2025, the Company had unfunded commitments totaling $2.4 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 21.6% interest in Cordo CLT Investors LLC for a one time contribution of $2.5 million. As of June 30, 2025 and December 31, 2024, 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.

Table of Contents

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

20. Income Taxes

The Company believes it qualifies as a real estate investment trust (“REIT”) for federal income tax purposes and operates accordingly. It made the election to be taxed as a REIT on its 2017 Federal income tax return. The Company’s qualification as a REIT depends on its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”), relating to, among other things, the sources of its income, the composition and values of its assets, its compliance with the distribution requirements applicable to REITs, and the diversity of ownership of its outstanding capital stock. So long as it qualifies as a REIT, the Company, generally, will not be subject to U.S. federal income tax on its taxable income distributed to its shareholders. However, if it fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and may also be subject to various penalties and may be precluded from re-electing REIT status for the four taxable years following the year during in which it lost its REIT qualification. Other than taxes incurred by the Company’s taxable REIT subsidiary (“TRS”), 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 six months ended June 30, 2025, the Company’s TRSs recognized provisions for federal and state income tax of $0 and $0, respectively, and for the three and six months ended June 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 June 30, 2025 and December 31, 2024.

21. Subsequent Events

The Company evaluated subsequent events from July 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.

Table of Contents

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Report. Certain statements in this discussion and elsewhere in this Report constitute forward-looking statements, within the meaning of section 21E of the Exchange Act, that involve risks and uncertainties. Actual operating results and financial conditions may differ materially from those anticipated in these forward-looking statements.

Company Overview

Sachem Capital Corp., a New York corporation, established in 2010 and completing an initial public offering in 2017 is a self-managed REIT that specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. We operate our business as one segment. We offer short-term (i.e., one to three years), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing our 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. Our primary underwriting criteria is a conservative loan to value ratio. In addition, we may make opportunistic real estate purchases and investments apart from our lending activities.

Critical Accounting Policies and Use of Estimates

Preparing our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base the use of estimates on (a) various assumptions that consider prior reporting results, (b) our projections regarding future operations, and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Significant estimates include the provisions for current expected credit losses, loans held for sale at fair value, and real estate owned. See Note 2 – Significant Accounting Policies — to our condensed consolidated financial statements for further details.

Revenue Recognition

Interest income from commercial loans is recognized, as earned, over the loan period, whereas origination and modification fee revenue on commercial loans are amortized over the term of the respective notes.

CECL Allowance

We record an allowance for credit losses (“CECL”) on our loan portfolio in accordance with FASB Topic 326, Financial Instruments - Credit Losses, including unfunded construction commitments, on a collective basis by assets with similar risk characteristics. This methodology replaces the probable incurred loss impairment methodology. In addition, interest and fees receivable and amounts included in due from borrowers, other than reimbursements, which include origination, modification and other fees receivable are also analyzed for credit losses in accordance with the CECL standard, as they represent a financial asset that is subject to credit risk. Further, CECL requires credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell. As allowed under the CECL standard that we have adopted, as a practical expedient, the fair value of the collateral at the reporting date is compared to the net carrying amount of the loan when determining the allowance for credit losses for loans in pending foreclosure status, as defined. Fair value of collateral is reduced by estimated cost to sell if the collateral is expected to be sold. The CECL standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the economic environment. We utilize a loss-rate method for estimating current expected credit losses. The loss rate method involves applying a loss rate to a pool of loans with similar risk characteristics to estimate the expected credit losses on that pool of loans. In determining the CECL allowance, we consider various factors including (1) historical loss experience in our loan portfolio, (2) loan specific losses for loans deemed collateral dependent based on

Table of Contents

excess amortized cost over the fair value of the underlying collateral, and (3) management's current and future view of the macroeconomic environment. We also utilize a reasonable and supportable forecast period equal to the contractual term of the loan plus any applicable short-term extensions that are reasonably expected for construction loans. Loans, interest receivable, due from borrowers, unfunded commitments, and investment securities are all presented net on our Condensed Consolidated Balance Sheets with expanded disclosures in the notes to our condensed consolidated financial statements. The change in the balances during the reporting period are recorded in our Condensed Consolidated Statements of Operations under the provision for credit losses.

Our Loan Portfolio

The following table highlights certain information regarding our real estate lending activities for the three and six months ended June 30, 2025:


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
	(in thousands, except number of loans)
Loans disbursed	$	39,644		$	80,952
Loans repaid	$	23,652		$	71,394
Principal of loans transferred to real estate owned	$	5,888		$	6,298
Number of loans transferred to real estate owned	1			2
	As of June 30, 2025			As of December 31, 2024
	(in thousands, except number of loans and weighted averages)
Number of loans held for investment outstanding	135			157
Gross principal amount of loans held for investment	$	384,739		$	376,991
Weighted average contractual interest rate(1)	12.72		%	12.53		%
Weighted average term to maturity (in months) (2)	6			4

______________________________________________________________

(1)Includes default interest.

(2)Does not give effect to extensions.

At June 30, 2025, our outstanding mortgage loan portfolio included loans with outstanding principal balance amount up to $38.3 million. The table below gives a breakdown of our loans held for investment by loan size as of June 30, 2025:


Amount	Number of Loans	Percentage		Aggregate Gross Principal Amount		Percentage
				(in thousands)
$1,000,000 or less	64	47.4	%	$	25,973	6.8	%
$1,000,001 to $5,000,000	52	38.5	%	122,229		31.8	%
$5,000,001 to $10,000,000	8	5.9	%	50,674		13.2	%
$10,000,001 or more	11	8.1	%	185,863		48.3	%
Total	135	100.0	%	$	384,739	100.0	%

Table of Contents

As of June 30, 2025, the primary markets in which we were exposed were Connecticut, Florida, Massachusetts and New York. The table below gives a breakdown of our loans held for investment by state as of June 30, 2025:


State	Number of Loans	Percentage		Gross Amount Outstanding		Percentage
				(in thousands)
Connecticut	65	48.1	%	113,107		29.4	%
Florida	17	12.6	%	110,822		28.8	%
Georgia	1	0.7	%	3,840		1.0	%
Maine	3	2.2	%	2,508		0.7	%
Maryland	4	3.0	%	3,231		0.8	%
Massachusetts	10	7.4	%	56,213		14.6	%
New Jersey	2	1.5	%	6,455		1.7	%
New York	17	12.6	%	30,519		7.9	%
North Carolina	5	3.7	%	23,323		6.1	%
Pennsylvania	2	1.5	%	4,857		1.3	%
Rhode Island	3	2.2	%	1,927		0.5	%
South Carolina	4	3.0	%	13,816		3.6	%
Tennessee	1	0.7	%	12,895		3.4	%
Washington D.C.	1	0.7	%	1,226		0.3	%
Total	135	100.0	%	$	384,739	100.0	%

The following table details our loans held for investment as of June 30, 2025 by year of origination:


Year of Origination	Number of Loans	Percentage		Aggregate Gross Principal Amount	Percentage
				(in thousands)
2025	12	8.9	%	50,040	13.0	%
2024	29	21.5	%	42,614	11.1	%
2023	26	19.3	%	88,157	22.9	%
2022	25	18.5	%	59,745	15.5	%
2021	28	20.7	%	133,399	34.7	%
2020	4	3.0	%	6,311	1.6	%
2019 and prior	11	8.1	%	4,473	1.2	%
Total	135	100.0	%	384,739	100.0	%

The following tables set forth information regarding the types of properties securing loans held for investment as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024

	(in thousands)
	Aggregate Gross Principal Amount		Percentage		Aggregate Gross Principal Amount		Percentage
Residential	$	196,319	51.0	%	$	211,939	56.2	%
Commercial	111,395		29.0	%	95,509		25.3	%
Pre-Development Land	15,506		4.0	%	23,466		6.2	%
Mixed Use	61,519		16.0	%	46,077		12.2	%
Total	$	384,739	100.0	%	$	376,991	100.0	%

Table of Contents

Allowance for Credit Losses

Our allowance for credit losses is influenced by historical loss experience, current exposure by geographical region, current expected credit losses on loans in foreclosure based on fair value less cost to sell, non-performing status, and other supportable forecasts of economic conditions. A loan is considered non-performing once it has been delinquent on its monthly payments more than 90 days.

The following table presents the allowance for credit losses against unpaid principal balance of loans held for investment as of June 30, 2025 and December 31, 2024:


	June 30, 2025						December 31, 2024

	(in thousands)
	Aggregate Gross Principal Amount		Allowance		Percentage of Respective Principal		Aggregate Gross Principal Amount		Allowance		Percentage of Respective Principal
Performing – General reserve	$	265,141	$	(5,058)	1.9	%	$	289,910	$	(5,051)	1.7	%

Non-performing – General reserve	39,744		(659)		1.7	%	5,396		(96)		1.8	%
Non-performing – Direct reserves	55,818		(3,598)		6.4	%	57,808		(7,265)		12.6	%
Non-performing in Foreclosure – Direct reserves	24,036		(8,330)		34.7	%	23,877		(6,058)		25.4	%
Non-performing subtotal	$	119,598	$	(12,587)	10.5	%	$	87,081	$	(13,419)	15.4	%

Total	$	384,739	$	(17,645)	4.6	%	$	376,991	$	(18,470)	4.9	%

For further information, see Note 4 – Loans and Allowance for Credit Losses — to our condensed consolidated financial statements.

Real Estate Owned

As of June 30, 2025, we owned nineteen properties, each of which previously served as collateral for first mortgage loans. One and four properties were acquired during the three and six months ended June 30, 2025, respectively, in connection with foreclosure actions. Three and four properties were sold during the three and six months ended June 30, 2025, respectively.

Table of Contents

The following table details the carrying value of each of our real estate owned properties reflected on our Condensed Consolidated Balance Sheets as of June 30, 2025:

Property Type

Location

Month of
Acquisition

Carrying
Value

(in thousands)

Commercial - Restaurant

Bristol, CT

March 2019

750

Land

Bristol, CT

December 2019

1,406

Land

Sturbridge, MA

November 2022

110

Residential - Single Family

Bellingham, MA

December 2023

293

Land

Stamford, CT

May 2024

115

Land

Stamford, CT

May 2024

115

Land

Cape Coral, FL

October 2024

900

Land

Cape Coral, FL

October 2024

350

Land

Cape Coral, FL

October 2024

350

Residential - Multi Family

Flagler Beach, FL

October 2024

3,382

Residential - Single Family

Gainsville, FL

November 2024

435

Mixed Use

New London, CT

November 2024

1,750

Commerical - Office

Windsor, CT

December 2024

1,600

Commerical - Office

Windsor, CT

December 2024

2,250

Land

New London, CT

November 2024

2,500

Land

Marathon, FL

January 2025

410

Residential - Single Family

Old Lyme, CT

May 2025

1,310

Residential - Single Family

Old Lyme, CT

May 2025

285

Residential - Single Family

Old Lyme, CT

May 2025

315

Total

18,626

For further information, see Note 6 – Real Estate Owned (REO) — to our condensed consolidated financial statements.

Results of Operations

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Total revenue

Total revenue for the three months ended June 30, 2025 was $10.8 million compared to $15.1 million for the three months ended June 30, 2024, a decrease of $4.3 million, or 28.9%. The change in revenue was primarily due to the cumulative effect of materially lower net new origination over the last twelve months, resulting in a reduction in the unpaid principal balance of loans held for investment, in addition to a currently elevated amount of nonperforming loans and real estate owned. As of June 30, 2025, net loans held for investment totaled $364.5 million, compared to $485.7 million as of June 30, 2024, representing a decline of $121.2 million in the net principal balance. On the other hand, other income increased by $0.5 million. This was driven by the recognition of rental income from one project in 2025, which contributed $0.5 million during the quarter. No such rental income was recorded in the prior year.

Operating costs and expenses

Total operating expenses for three months ended June 30, 2025 were $9.7 million compared to $18.3 million for the three months ended June 30, 2024, a decrease of $8.6 million or 46.8%. The primary contributor to this decrease was the reduction in the provision for credit losses related to loans held for investment, which declined by $7.6 million or 89.1%. This change was driven by a decrease in direct allowances related to foreclosures and non-performing loans. Additionally, the change was due to reductions in interest and amortization expense of $0.8 million and change in valuation allowance related to loans held for sale of $1.1 million. Such reductions were partially offset by an increase in compensation and employee benefits of $0.5 million and other expenses totaling $0.3 million.

Table of Contents

Net income (loss) attributable to common shareholders and net income (loss) attributable to common shareholders per share

Net income attributable to common shareholders for the three months ended June 30, 2025 was $0.8 million, or $0.02 per common share, compared to net loss attributable to common shareholders of $4.1 million, or $0.09 per common share, for the three months ended June 30, 2024.

Book value per common share

The following table sets forth the calculation of our book value per common share (in thousands, except share and per share data):


	June 30, 2025		March 31, 2025
Total shareholders’ equity	$	177,907	$	179,339
Series A Preferred Stock ($25 liquidation preference per share)	(57,669)		(57,669)
Total shareholders’ equity, net of preferred stock	$	120,238	$	121,670
Number of common shares outstanding at period end	47,310,139		47,310,139
Book value per common share	$	2.54	$	2.57

Book value per common share as of June 30, 2025, was $2.54, a decrease of $0.03 from our book value per common share as of March 31, 2025 of $2.57. Such decrease is primarily due to cash dividends declared and paid for the three months ended June 30, 2025 on issued and outstanding common shares and shares of Series A Preferred Stock totaling $3.5 million, or $0.07 per common share, partially offset by net income for the three months ended June 30, 2025 of $0.8 million, or $0.02 per common share.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Total revenue

Total revenue for the six months ended June 30, 2025 was $22.2 million compared to $32.0 million for the six months ended June 30, 2024, a decrease of $9.8 million, or 30.7%. The change in revenue was primarily due to the cumulative effect of materially lower net new origination over the last twelve months, resulting in a reduction in the unpaid principal balance of loans held for investment, in addition to a currently elevated amount of nonperforming loans and real estate owned. As of June 30, 2025, net loans held for investment totaled $364.5 million, compared to $485.7 million as of June 30, 2024, representing a decline of $121.2 million in the net principal balance. On the other hand, income from our preferred membership limited liability company investments increased by $0.6 million or 25.6% from the prior year.

Operating costs and expenses

Total operating expenses for six months ended June 30, 2025 were $20.1 million compared to $30.8 million for the six months ended June 30, 2024, a decrease of$10.7 million or 34.7%. The largest contributors to this decrease was the decrease of $2.2 million in interest and amortization of deferred financing fees as a result of the repayment of $58.2 million of aggregate principal amount of our unsecured, unsubordinated notes in 2024, and a decrease in provision for credit losses related to loans held for investment of $7.9 million, as noted above.

Net income (loss) attributable to common shareholders and net income (loss) attributable to common shareholders per share

Net income attributable to common shareholders for the six months ended June 30, 2025 was $0.6 million, or $0.01 per common share, compared to net loss attributable to common shareholders of $0.5 million, or $0.01 per common share, for the six months ended June 30, 2024.

Table of Contents

Book value per common share

The following table sets forth the calculation of our book value per common share (in thousands, except share and per share data):


	June 30, 2025		December 31, 2024
Total shareholders’ equity	$	177,907	$	181,651
Series A Preferred Stock ($25 liquidation preference per share)	(57,669)		(57,669)
Total shareholders’ equity, net of preferred stock	$	120,238	$	123,982
Number of common shares outstanding at period end	47,310,139		46,965,306
Book value per common share	$	2.54	$	2.64

Book value per common share as of June 30, 2025, was $2.54, a decrease of $0.10 from our book value per common share as of December 31, 2024 of $2.64. Such decrease is primarily due to cash dividends declared and paid for the six months ended June 30, 2025 on issued and outstanding common shares and Series A Preferred Stock totaling $7.0 million, or $0.15 per common share, partially offset by net income for the six months ended June 30, 2025 of $2.8 million, or $0.06 per common share.

Liquidity and Capital Resources

Total assets at June 30, 2025 were $501.8 million compared to $492.0 million at December 31, 2024, an increase of $9.8 million, or 2.0%. The net increase was due primarily to increase in cash and cash equivalents and loans held for investment from net proceeds available from our June 2025 private placement of senior secured notes that was not utilized in effective refinancing of existing debt on our balance sheet. .

Total liabilities at June 30, 2025 were $323.9 million compared to $310.3 million at December 31, 2024, an increase of $13.5 million, or 4.4%. This increase is primarily due to a $46.4 million increase in senior secured notes payable net of deferred financing costs of $3.6 million, offset by repayments of repurchase agreements of $19.2 million and lines of credit of $13.7 million.

Total shareholders’ equity at June 30, 2025 was $177.9 million compared to $181.7 million at December 31, 2024, a decrease of $3.7 million, or 2.1%. This decrease was due primarily to an aggregate of $7.0 million of dividends paid to holders of Series A Preferred Stock and common shares, which was partially offset by $2.8 million of cumulative net earnings for the six month period and $0.4 million increase in additional paid-in capital related to stock-based compensation.

Sources and Uses of Funds

Our primary sources of cash include principal and interest payments on mortgage loans and various fees associated with such loans, proceeds from the sales of real property, net proceeds from offerings of equity securities, and borrowings from our credit facilities. Our primary uses of cash include debt service payments (both principal and interest), new originations of loans held for investment, new investments in real estate, dividend distributions to our shareholders, and operating expenses.

Table of Contents

These sources and uses of cash are reflected in our Condensed Consolidated Statements of Cash Flows as summarized below:


	Six Months Ended				One Year-Change
Amount	2025		2024		Amount		Percentage
	(in thousands)				(in thousands)
Cash and cash equivalents, January 1	$	18,066	$	12,598	$	5,468	43.4	%
Net cash provided by operating activities	692		11,179		(10,487)		(93.8)	%
Net cash (used in) provided by investing activities	(2,658)		27,534		(30,192)		(109.7)	%
Net cash provided by (used in) financing activities	6,374		(40,734)		47,108		(115.6)	%
Cash and cash equivalents, June 30	$	22,474	$	10,577	$	11,897	112.5	%

For a detailed breakdown of our cash flows during the six months ended June 30, 2025 and 2024, see our Condensed Consolidated Statement of Cash Flows.

We project anticipated cash requirements for our operating needs as well as cash flows generated from operating activities available to meet these needs. Our short-term cash requirements primarily include funding of loans, dividend payments, interest and principal payments on our indebtedness, including repayment/refinancing of the unsecured notes payable maturing in September 2025, and payments for usual and customary operating and administrative expenses, such as employee compensation and sales and marketing expenses. Based on this analysis, we believe that our current cash balances, availability on our debt facilities, and our anticipated cash flows from operations will be sufficient to fund the operations for the next 12 months.

Our long-term cash needs will include principal and interest payments on outstanding indebtedness maturing late in 2026 and early 2027, preferred stock dividends and funding of new mortgage loans. Funding for long-term cash needs will come from unused net proceeds from financing activities, operating cash flows, refinancing existing debt, and proceeds from sales of real estate owned.

On March 20, 2025, we entered into a new Credit Agreement with Needham Bank, replacing the prior Needham Credit Facility, which was fully repaid and terminated on the same date. The new 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 LLC (“SN Holdings”), our wholly owned subsidiary, serves as the borrower, and we serve as guarantor of all SN Holdings' obligations under the new Credit Agreement. The 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 million or the full drawn balance on the facility. We, as guarantor, have also granted Needham a lien on substantially all of our assets, with the ability to request lien releases to facilitate other financings. The 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: (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 June 30, 2025, SN Holdings had borrowed $26.2 million under the new facility and was in compliance with all covenants under the Credit Agreement.

On June 11, 2025, Sachem Capital Corporation Holdings, LLC ("Holdings"), our indirect, wholly-owned subsidiary, consummated a private placement of $100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Agreement"). An initial draw of $50.0 million was made at closing, and the remaining $50.0 million may be drawn at any time on or prior to May 15, 2026. The Company expects that it will draw the remaining $50.0 million during September 2025 immediately prior to its maturity redemption payment of $56.3 million of unsecured notes payable due September 30, 2025. The Senior Secured Notes bear interest at a fixed rate of 9.875% per annum, with interest only

Table of Contents

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.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons that are likely to affect liquidity or the availability of our requirements for capital resources.

Contractual Obligations

As of June 30, 2025, our contractual obligations include unfunded amounts of any outstanding construction loans and unfunded commitments for loans and limited liability company investments.


	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years

	(In thousands)
Unfunded portions of outstanding construction loans	$	54,564	$	11,288	$	43,276	$	—	$	—
Unfunded commitments to investments in LLC's	2,420		2,420		—		—		—
Total contractual obligations	$	56,984	$	13,708	$	43,276	$	—	$	—

Recent Accounting Pronouncements

See Note 2 — Significant Accounting Policies — to our condensed consolidated financial statements for explanation of recent accounting pronouncements impacting us.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. CONTROLS AND PROCEDURES

(a)Evaluation and Disclosure Controls and Procedures

As of June 30, 2025, the Company carried out an evaluation, under the supervision and with the participation of its Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025, due to the material weakness in internal control over financial reporting previously identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, related to stock-based compensation.

The Company is actively engaged in implementing its remediation plan to address this material weakness, including strengthening the review and approval processes for equity awards and improving oversight controls related to the terms of its equity compensation plans. These remediation efforts were ongoing as of June 30, 2025.

(b)Changes in Internal Control Over Financial Reporting

Other than the remediation efforts described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 6. EXHIBITS


Exhibit No.						Description
2.1						Form of Amended and Restated Exchange Agreement (1)
3.1						Certificate of Incorporation (1)
3.1(a)						Certificate of Amendment to Certificate of Incorporation (1)
3.1(b)						Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2)
3.1(c)						Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (8)
3.1(d)						Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (18)
3.1(e)						Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (12)
3.2						Amended and Restated Bylaws, effective as of March 25, 2025 (21)
4.1						Indenture, dated as of June 21, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (3)
4.2						Third Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (4)
4.3						Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.2 above)
4.4						Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate. (8)
4.5						Fourth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (5)
4.6						Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.5 above).
4.7						Fifth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (9)
4.8						Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.7 above)
4.9						Sixth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (22)
4.10						Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.9 above)
4.11						Seventh Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (11)
4.12						Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.11 above)
4.13						Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender (20)
4.14						Note Purchase and Guaranty Agreement , dated June 11, 2025 (23)
10.1**						Employment Agreement by and between John L. Villano and Sachem Capital Corp. (1)
10.1(a)**						Amendment to Employment Agreement by and between John L. Villano and Sachem Capital Corp. (6)
10.2						Sachem Capital Corp. 2016 Equity Compensation Plan (1)
10.3						Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp. and Churchill MRA Funding I LLC (7)
10.4						Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC. and U.S. Bank National Association (7)
10.5**						Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo (10)
10.6**						Final Form of the Restrictive Stock Grant Agreement dated July 19, 2022 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (18)
10.7						Credit and Security Agreement, dated as of March 20, 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the gu a rantor, the lenders party thereto and Needham Bank, as administrative agent (20)

Table of Contents


10.7(a)****						A mendment No.1 t o the C redit and Security Agreement, dated as of June 9 , 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent *
10.8**						Final Form of the Restrictive Stock Grant Agreement dated February 17, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (14)
10.9**						Final Form of the Restricted Stock Grant Agreement dated March 19, 2024 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (15)
10.10						Cooperation Agreement, dated August 20, 2024, between Sachem Capital Corp. and Blackwells Capital LLC, Blackwells Onshore I LLC and Jason Aintabi (16)
10.11**						Final Form of the Restrictive Stock Grant Agreement dated September 7, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz(17)
10.12**						Letter Agreement, dated December 13, 2024, between the Company and Jeffery C. Walraven (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (19)
10.13**						Final Form of the Restrictive Stock Grant Agreement dated March 10, 2025 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Arthur Goldberg, Brian Prinz and Jeffery Walraven (21)
10.14						S achem Cap ital Corp. 2025 Omnibus Incentive P lan (2 4 )
10.15**						Final Form of the Restrictive Stock Grant Agreement dated July 31, 2025 under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and each of Arthur Goldberg and Brian Prin z*
31.1						Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *
31.2						Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *
32.1						Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***
32.2						Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***
97.1						Policy Relating to Recovery of Erroneously Awarded Compensation (15)
99.1						Open-End Construction Mortgage, Security Agreement and Assignment of Leases and Rents, dated February 28, 2023, by Sachem Capital Corp., in connection with the New Haven Bank Mortgage refinancing (13)
99.2						Commercial Term Note made by Sachem Capital Corp to New Haven Bank, dated February 28, 2023, in the principal amount of $1,660,000 (attached as Exhibit B to Exhibit 99.1 above)
99.3						Loan Agreement between Sachem Capital Corp. and New Haven Bank, dated as of February 28, 2023 (13)
99.4						Mortgage Release releasing Sachem Capital Corp. from the $1.4 million NHB Mortgage (13)
101.INS						XBRL Instance Document *
101.SCH						XBRL Taxonomy Extension Schema Document *
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB						XBRL Taxonomy Extension Label Linkbase Document *
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document *
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

______________________________________________________________

*Filed herewith.

**Compensation plan or arrangement for current or former executive officers and directors.

***Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

Table of Contents

**** Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

(1)Previously filed as an exhibit to the Registration Statement on Form S-11, as amended (SEC File No.: 333-214323) and incorporated herein by reference.

(2)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference.

(3)Previously filed as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference.

(4)Previously filed as an exhibit to the Current Report on Form 8-K on September 9, 2020 and incorporated herein by reference.

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

(6)Previously filed as an exhibit to the Current Report on Form 8-K on April 14, 2021 and incorporated herein by reference.

(7)Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference.

(8)Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference.

(9)Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference.

(10)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.

(11)Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference.

(12)Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference.

(13)Previously filed as an exhibit to the Current Report on Form 8-K on March 3, 2023 and incorporated herein by reference.

(14)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference.

(15)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

(16)Previously filed as an exhibit to the Current Report on Form 8-K on August 26, 2024 and incorporated herein by reference.

(17)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference.

(18)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2022 and incorporated herein by reference.

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

Table of Contents

(20)Previously filed as an exhibit to the Current Report on Form 8-K on March 27, 2025 and incorporated herein by reference.

(21)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.

(22)Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference.

(23)Previously filed as an exhibit to the Current Report on Form 8-K on June 16, 2025 and incorporated herein by reference.

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

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	SACHEM CAPITAL CORP.
Date: August 5, 2025	By:	/s/ John L. Villano
		John L. Villano, CPA
		President and Chief Executive Officer (Principal Executive Officer)


Date: August 5, 2025	By:	/s/ Jeffery C. Walraven
		Jeffery C. Walraven
		Interim Chief Financial Officer (Principal Accounting and Financial Officer)

Get the next $SACH alert in real time by email

SEC Form 10-Q filed by Sachem Capital Corp.

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$SACH

$SACH
Insider Trading

Chairman, CEO and President Villano John L. was granted 112,613 shares, increasing direct ownership by 6% to 1,908,942 units (SEC Form 4)

Director Prinz Brian A was granted 17,241 shares, increasing direct ownership by 4% to 418,359 units (SEC Form 4)

Director Goldberg Arthur L was granted 17,241 shares, increasing direct ownership by 30% to 73,869 units (SEC Form 4)

$SACH
Press Releases

Sachem Capital Reports Second Quarter 2025 Results

Sachem Capital Sets Dates for Second Quarter 2025 Earnings Release and Conference Call

Sachem Capital Announces Closing of New $100 Million of Senior Secured Notes

$SACH
Analyst Ratings

Sachem Capital downgraded by Ladenburg Thalmann

Sachem Capital downgraded by Alliance Global Partners

Alliance Global Partners initiated coverage on Sachem Capital with a new price target

$SACH
SEC Filings

Sachem Capital Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits