株探米国株
英語
エドガーで原本を確認する
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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
or
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 o Accelerated filer o
Non-accelerated filer x Smaller reporting company x
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.


SACHEM CAPITAL CORP.
TABLE OF CONTENTS
Page Number
EXHIBITS
i

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.
ii

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
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.
1

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 
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.
2

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)
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.
3

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 $ 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 $ 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 $ 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 —  101,000 197  —  —  —  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 $ 47,547,051 $ 48  $ 255,928  $ —  $ 76,704  $ (102,514) $ 230,168 

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.


4

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 $ 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 $ 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 $ 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 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 $ 47,547,051 $ 48  $ 255,928  $ —  $ 76,704  $ (102,514) $ 230,168 
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.
5

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 
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.
6

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 
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.
7

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.
8

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 
9

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%.
10

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 

11

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 
12

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.
13

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.
14

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 
15

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 
16

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.
17

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.
18

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 
19

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 but unpaid interest are due and payable on the maturity date.
20

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, 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 
21

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 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.
22

SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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.
23

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 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.
24

SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

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.
25

SACHEM CAPITAL CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Villano, which shares had a fair market value on the date of grant of approximately $0.5 million; and (ii) a one-time bonus grant of 20,000 restricted Common Shares to each of the Company’s directors other than Mr. Villano. Each of the grantees, except for Mr. Walraven, also had the option, at his or her election, to receive the fair market value equivalent of his or her grant in a lump sum cash payment of $23,800. An aggregate of 60,000 restricted Common Shares were granted to the Company’s non-employee directors, which shares had an aggregate fair market value on the date of grant of approximately $71,400. One director elected the cash option.
Subsequent to the Compensation Committee's action on March 10, 2025, authorizing the issuance of 420,168 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.
26

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.
27

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.
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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 excess amortized cost over the fair value of the underlying collateral, and (3) management's current and future view of the macroeconomic environment.
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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  %
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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  %
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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.
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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.
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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.
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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.
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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 payable quarterly on the 1st day of March, June, September and December, and include a commitment fee of 1.0% on the undrawn portion of the Senior Secured Notes.
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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.



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PART II. OTHER INFORMATION
Item 6.   EXHIBITS
Exhibit No. Description
2.1
3.1
3.1(a)
3.1(b)
3.1(c)
3.1(d)
3.1(e)
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
10.1**
10.1(a)**
10.2
10.3
10.4
10.5**
10.6**
10.7
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10.7(a)****
10.8**
10.9**
10.10
10.11**
10.12**
10.13**
10.14
10.15**
31.1
31.2
32.1
32.2
97.1
99.1
99.2
99.3
99.4
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.
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****     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.
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(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.
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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)
42
EX-10.7 (A) 2 sach-20250630xexx107a.htm EX-10.7 (A) Document
Exhibit 10.7(a)

Execution Version

CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THE INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PORTIONS MARKED "[***]" INDICATE WHERE OMISSIONS HAVE BEEN MADE.

AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT
This AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into as of June 9, 2025, by and among SN Holdings, LLC, a Connecticut limited liability company (the “Borrower”), Sachem Capital Corp., a New York corporation (the “Guarantor”, and together with the Borrower, the “Obligors”), the Lenders party thereto from time to time, and Needham Bank, a Massachusetts co-operative bank (in such capacity, the “Agent”).
WHEREAS, the Obligors, the Lenders and the Agent are party to that certain Credit, Security and Guaranty Agreement, dated as of March 20, 2025 (as amended, restated, supplemented or otherwise modified and in effect prior to the date hereof, the “Credit Agreement” and, as further amended by this Amendment, the “Amended Credit Agreement”), pursuant to which the Lenders have extended credit to the Obligors on the terms set forth therein; and
WHEREAS, the Obligors have requested that the Agent (i) permit the Guarantor to grant Liens to secure its obligations as a guarantor of the Approved Facilities (as defined below) and (ii) release all liens, mortgages and security interests in any assets or property of the Guarantor securing its obligations as a guarantor of the Approved Facilities, from time to time, and the Agent and the Lenders are willing to do so, all subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Definitions; Loan Document. Capitalized terms used herein without definitions shall have the meanings assigned to such terms in the Amended Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents. On and after the Effective Date (defined below), each reference in any Loan Document (other than this Amendment) to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.
2.Amendments to Credit Agreement. Upon the occurrence of the Effective Date, the Credit Agreement shall be amended as follows:



(a)    The following new defined terms are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order.
“‘Atlas Program Agreement’ means that certain Master Repurchase Agreement to be entered into among a Subsidiary of Guarantor, as seller, the Guarantor, and Atlas Securitized Products, L.P. and its Affiliates, as administrative agent and a buyer (as amended and/or restated from time to time).”
“‘Approved Facilities’ means (i) the Note Purchase Agreement and (ii) the Atlas Program Agreement.”
“‘Note Purchase Agreement’ means the Note Purchase Agreement to be entered into on or about June 9, 2025, by and among, inter alia, Sachem Capital Corp., as Parent Guarantor, Sachem Capital Corporation Holdings, LLC, as Company, Sachem Capital Corporation Intermediate, LLC, as Holdings, the Purchasers party thereto and [***] (or an Affiliate), as Collateral Agent (as amended and/or restated from time to time).”
(b)    The definition of Collateral in Section 1.1 of the Credit Agreement is hereby amended and replaced in its entirety with the following:
“‘Collateral’ means all personal property of each Loan Party of every kind and description, tangible or intangible, whether now or hereafter existing, whether now owned or hereafter acquired, and wherever located, including, and not limited to the following: all Mortgage Loans (whether or not the same constitute Eligible Mortgage Loans) and Mortgage Loan Documents, including all rights to payment thereunder and all rights and remedies thereunder; all accounts and all other rights to the payment of money (including without limitation, pursuant to contracts, agreements or other arrangements, tax refunds and insurance proceeds); chattel paper (both tangible and electronic); commercial tort claims; contract rights; deposit accounts; documents; any intellectual property, patents, and trademarks; equipment (including without limitation computer hardware and software embedded therein); financial assets (including money of any jurisdiction); furniture; general intangibles (including, without limitation, payment intangibles and software); goods; instruments; inventory; investment property; letter-of-credit rights; machinery; software; supporting obligations; and, to the extent not included in the foregoing, all other personal property of each Loan Party of any kind or description; together with (a) all attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for any property described above, (b) with respect to equipment and software, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any model conversions, (c) all proceeds and products of any of the property described above; and (d) all records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, and all of each Loan Party’s right, title, and interest in and to all software required to utilize, create, maintain and process any such records or data on electronic media; provided, however that, notwithstanding the foregoing, “Collateral” shall not include and no lien or security interest is granted pursuant to this Agreement on any Excluded Collateral.
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In interpreting the words used in this definition, reference shall be made to the UCC.”
(c)    The definition of Excluded Collateral in Section 1.1 of the Credit Agreement is hereby amended by deleting the word “and” prior to clause (b) thereof and replacing the period at the end thereof with the following for the purpose of including a new clause (c) thereto:
“, and (c) all right, title and interest of the Guarantor in (i) any Mortgage Loans and Mortgage Loan Documents transferred, from time to time, by the Guarantor to those of its Subsidiaries (including, without limitation, Sachem Capital Corporation Holdings, LLC) that are the borrowers, sellers or issuers, as applicable, under the Approved Facilities, and (ii) all servicing rights associated with such Mortgage Loans.”
(d)    Section 6.3 of the Credit Agreement is hereby amended by deleting the final sentence thereof and replacing it with the following:
“The Borrower shall provide notice to the Administrative Agent promptly following the incurrence by a Loan Party of any Permitted Indebtedness after the date hereof (other than any Permitted Indebtedness under the Approved Facilities).”
(e)    Section 6.6(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(a)    any sale, assignment or other disposition by the Guarantor of any of its assets (other than the membership interests of the Borrower), including, without limitation, (i) pursuant to the Repurchase Agreement, and (ii) any Mortgage Loans transferred to those of its Subsidiaries that are the borrowers, sellers or issuers, as applicable, under the Approved Facilities and all servicing rights associated with such Mortgage Loans;”
(f)    Section 6.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“6.8 Transactions with Affiliates. Enter into any transaction (including, without limitation, the purchase, sale or exchange of property, the rendering of any services or the payment of management fees) (other than those transactions consisting of a sale, assignment or other disposition by the Guarantor to those of its Subsidiaries that are the borrowers, sellers or issuers, as applicable, under the Approved Facilities permitted by Section 6.6(a)) with any Affiliate, except transactions in the ordinary course of, and pursuant to the reasonable requirements of its business, and in good faith and upon commercially reasonable terms.”
3.Conditions to Effectiveness. This Amendment shall become effective (the date of such effectiveness being the “Effective Date”) upon receipt by the Agent of (i) counterpart signatures to this Amendment duly executed and delivered by each of the Obligors, the Agent and the Lenders, and (ii) all reasonable fees, costs and expenses required to be paid on the date hereof.
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4.Representations and Warranties. To induce the Agent and the Lenders to enter into this Amendment, each of the Obligors represents and warrants to the Agent and the Lenders that as of the date hereof each of the following statements are true and correct:
(a)    Each Obligor has full power, authority and legal right to enter into this Amendment and each Obligor has full power, authority and legal right to perform its obligations under this Amendment and each of the Loan Documents to which it is a party as amended hereby.
(b)    The transactions contemplated by this Amendment and the Amended Credit Agreement are within each Obligor’s corporate, limited liability company or other powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Obligors, and this Amendment, the Amended Credit Agreement and each other Loan Document to which each Obligor is a party each constitutes a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c)    No authorization or approval or other action by, and no notice or filing with, any Governmental Authority or any other Person (other than those that have been duly obtained or made and which are in full force and effect) is required for the due execution or delivery by the Obligors of this Amendment, or performance by any Obligor of its obligations under this Amendment and each other Loan Document to which it is a party as amended hereby. The execution and delivery by each Obligor of this Amendment, and performance by each Obligor of its obligations under this Amendment and each other Loan Documents to which it is a party as amended hereby, will not (i) violate or conflict with any Law, (ii) violate or conflict with any by-laws, limited liability company operating agreement, as applicable, of any Obligor, (iii) violate or conflict with any Governmental Authority, (iv) violate or result in a default under any material agreement binding upon any Obligor that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (v) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of any Obligor.
(d)    Both immediately prior to and after giving effect to this Amendment: (i) all representations and warranties contained in this Amendment and the Amended Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent that such representation or warranty relates to an earlier date (in which event such representation or warranty was true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date) and (ii) no Continuing Event of Default or Event of Default has occurred and is continuing, or is reasonably expected to result from the execution, delivery and performance of this Amendment or the transactions contemplated hereby.
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5.Agent’s Release; UCC Amendment. As of the Effective Date, the Agent and the Lenders hereby absolutely, irrevocably, and automatically release, without warranty or recourse, all Liens granted by the Guarantor in favor of the Agent and the Lenders in all right, title and interest of the Guarantor in any Mortgage Loans transferred, from time to time, by the Guarantor to those of its Subsidiaries (including, without limitation, Sachem Capital Corporation Holdings, LLC) that are the borrowers, sellers or issuers, as applicable, under the Approved Facilities (the “Released Collateral”). On the Effective Date, the Agent shall, at the expense of the Obligors, file a UCC-3 amendment containing the restated collateral description attached hereto as Exhibit A for the purpose of deleting the Released Collateral from the collateral description set forth in the UCC-1 financing statement with Filing Number 202302288086101 filed against the Guarantor with the New York Secretary of State in connection with the Credit Agreement (as amended by those certain UCC-3 financing statements with Filing Numbers 202503200097271 and 202503200097283); provided further that Agent agrees, as the expense of the Obligors, to promptly take all reasonable additional steps as the Obligors may reasonably request to release, discharge and/or terminate any other document or filing that evidences or perfects any security interest in favor of Agent or any Lender in the Released Collateral.
6.No Implied Amendment or Waiver, Etc. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of any secured party under the Amended Credit Agreement or the other Loan Documents, or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Amended Credit Agreement or the other Loan Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of any secured party to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Amended Credit Agreement or the other Loan Documents. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement, or any other Loan Document or any Obligation thereunder.
7.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission (in PDF format) shall be effective as delivery of a manually executed counterpart hereof. Any signature (including, without limitation, (x) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf signature) hereto through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereto hereby waive any objection to the contrary.
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8.Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. The jurisdiction and waiver of jury trial provisions set forth in Section 14.19 of the Amended Credit Agreement, respectively, are incorporated herein by reference mutatis mutandis.
9.Binding Nature. The provisions of this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent.
10.Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.
11.Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by any applicable Law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof.
12.Integration. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understanding, oral or written, relating to the subject matter hereof.
[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
SN HOLDINGS, LLC,
as the Borrower
By: /s/ John L Villano__________________
Name: _John L. Villano ________________
Title: _Chairman, CEO & President _______
SACHEM CAPITAL CORP.,
as the Guarantor
By: /s/ John L Villano__________________
Name: _John L. Villano ________________
Title: _Chairman, CEO & President _______
NEEDHAM BANK,
as the Agent and a Lender
By: /s/ Blake Bamford _________________
Name: _Blake Bamford ________________
Title: _SVP __________________________
[Signature Page to Amendment No. 1]



EXHIBIT A: RESTATED COLLATERAL DESCRIPTION
Exhibit A to UCC –3 Amendment
Debtor:

Sachem Capital Corp.
568 East Main Street
Branford, CT 06405
Secured Party:

Needham Bank
214 Garden Street
Needham, MA 02492
Collateral Description
All personal property of the Debtor of every kind and description, tangible or intangible, whether now or hereafter existing, whether now owned or hereafter acquired, and wherever located including, and not limited to the following: all Mortgage Loans (whether or not the same constitute Eligible Mortgage Loans) and Mortgage Loan Documents, including all rights to payment thereunder and all rights and remedies thereunder; all accounts and all other rights to the payment of money (including without limitation, pursuant to contracts, agreements or other arrangements, tax refunds and insurance proceeds); chattel paper (both tangible and electronic); commercial tort claims; contract rights; deposit accounts; documents; any intellectual property, patents, and trademarks; equipment (including without limitation computer hardware and software embedded therein); financial assets (including money of any jurisdiction); furniture; general intangibles (including, without limitation, payment intangibles and software); goods; instruments; inventory; investment property; letter-of-credit rights; machinery; software; supporting obligations; and, to the extent not included in the foregoing, all other personal property of the Debtor of any kind or description; together with (a) all attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for any property described above, (b) with respect to equipment and software, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any model conversions, (c) all proceeds and products of any of the property described above; and (d) all records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, and all of the Debtor’s right, title, and interest in and to all software required to utilize, create, maintain and process any such records or data on electronic media; provided, however that, notwithstanding the foregoing, “Collateral” shall not include and no lien or security interest is granted by the Debtor on any Excluded Collateral. In interpreting the words used in this paragraph, reference shall be made to the Uniform Commercial Code as adopted in the Commonwealth of Massachusetts.
As used herein, “Excluded Collateral” means (a) investment securities pledged to secure any margin credit facility entered into by the Debtor from time to time, (b) any real property and improvements thereto owned or leased by the Debtor other than real property and improvements thereto acquired by the Debtor in connection with a foreclosure on a Mortgaged Property, and (c) all right, title and interest of the Debtor in (i) any Mortgage Loans and Mortgage Loan Documents transferred, from time to time, by the Debtor to those of its Subsidiaries (including, without limitation, Sachem Capital Corporation Holdings, LLC) that are the borrowers, sellers or issuers, as applicable, under the Approved Facilities, and (ii) all servicing rights associated with such Mortgage Loans.
Initially capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Credit, Security and Guaranty Agreement dated March 20, 2025 among the Debtor as Guarantor, SN Holdings, LLC as Borrower, the Secured Party, in its capacity as the agent for the lenders parties thereto from time to time, and such lenders, as amended and/or restated from time to time.

EX-10.15 3 sach-20250630xexx1015.htm EX-10.15 Document
Exhibit 10.15
FORM OF RESTRICTED STOCK AWARD
UNDER THE SACHEM CAPITAL CORP.
2025 OMNIBUS INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

Name of Participant:        
No. of Shares:    17,241    
Grant Date:    July 31, 2025    
Pursuant to the Sachem Capital Corp. 2025 Omnibus Incentive Plan (the “Plan”) as amended through the date hereof, Sachem Capital Corp. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Participant named above. Upon acceptance of this Award, the Participant shall receive the number of shares of common stock, par value $0.001 per share (the “Shares”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Participant of consideration with respect to the par value of the Shares in the form of cash, past or future services rendered to the Company by the Participant or such other form of consideration as is acceptable to the Committee.
1.Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Participant’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Participant shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Participant shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.
2.Restrictions and Conditions.
(a)Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.
(b)Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Participant prior to vesting.
(c)If the Participant’s Continuous Service with the Company and any Related Entities is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.
3.Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Participant remains in a Continuous Service with the Company or a Related Entity on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.



Incremental Number
of Shares Vested
Vesting Date
17,241 (100%)
July 31, 2025

Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.
4.Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Participant; provided, that, with respect to any shares of Restricted Stock that is subject to performance-based vesting conditions, dividends shall be accrued (without interest and earnings) and will only be paid if and to the extent such shares of Restricted Stock (or portion of the shares of Restricted Stock to which the dividend relates) vest.
5.Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 4(a) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
6.Transferability. This Agreement is personal to the Participant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
7.Tax Liability.
(a)The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with this Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding in connection with any aspect of the Award, including the grant, vesting, assignment, release or cancellation of the shares of Restricted Stock, the delivery of Shares, the subsequent sale of any Shares and the recipient of any dividends subject to the Award. The Company and its Related Entities do not commit and are under no obligation to structure the Award to reduce or eliminate the Participant’s tax liability.
(b)The Participant shall, not later than the date as of which the receipt of this Award becomes a taxable event that the Company determines may result in any tax withholding obligation for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued or released by the transfer agent to the Participant, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Participant on account of such transfer.
    2


8.Election Under Section 83(b). The Participant may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Participant makes such an election, he or she agrees to provide a copy of the election to the Company. The Participant acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.
9.No Obligation to Continuous Service. Neither the Company nor any Related Entity is obligated by or as a result of the Plan or this Agreement to continue the Participant in Continuous Service and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Related Entity to terminate the Continuous Service of the Participant at any time.
10.Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.
11.Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its Subsidiaries and Affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Participant (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Participant may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
12.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Participant by the Company at the address on file with the Company or electronically through the use of an online process such as the Company’s platform or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
SACHEM CAPITAL CORP.

By:        
    Title: Chief Executive Officer
    3


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Participant (including through an online acceptance process) is acceptable.
Dated:                
Participant’s Signature

Participant’s name and address:
    
    
    

EX-31.1 4 sach-20250630xexx311.htm EX-31.1 Document

Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, John L. Villano, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Sachem Capital Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2025
/s/ John L. Villano
John L. Villano, CPA
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.2 5 sach-20250630xexx312.htm EX-31.2 Document

Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, Jeffery C. Walraven, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Sachem Capital Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2025
By: /s/ Jeffery C. Walraven
Jeffery C. Walraven
Interim Chief Financial Officer
(Principal Accounting and Financial Officer)

EX-32.1 6 sach-20250630xexx321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Sachem Capital Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John L. Villano, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: August 5, 2025
/s/John L. Villano
John L. Villano, CPA
President and Chief Executive Officer
(Principal Executive Officer)
A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 7 sach-20250630xexx322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Sachem Capital Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffery C. Walraven, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: August 5, 2025
/s/ Jeffery C. Walraven
Jeffery C. Walraven
Interim Chief Financial Officer
(Principal Accounting and Financial Officer)
A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.