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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual 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 results 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. 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 typically secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. The Company does not lend to owner occupants of residential real estate. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company may make opportunistic real estate purchases and investments apart from its lending activities.

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Items Affecting Comparability of Results

Due to a number of factors, our historical financial results may not be comparable from period to period or to future periods. Key factors that may affect comparability include:

•Changes in average earning assets and portfolio composition, including periods of lower net loan originations, portfolio runoff, and the resolution of loans through repayment, foreclosure, or sale, which may reduce average loans outstanding and interest-earning assets and, as a result, impact interest income and net interest margin.

•Changes in asset yields, including the mix of performing versus nonperforming loans, the timing of loans placed on non-accrual status, the resolution of nonperforming loans, and changes in the composition of loans held for investment versus loans held for sale, all of which may affect the yield on interest-earning assets and the comparability of net interest margin between periods.

•Changes in our funding mix, leverage levels, and cost of funds, including repayments, refinancings, and the issuance of new indebtedness (including senior secured notes, revolving credit facilities, and "baby bond" obligations), which may alter average borrowings outstanding and result in material period-to-period changes in interest expense. In certain periods, indebtedness has been replaced at interest rates materially higher than retired obligations, including increases of approximately 200 to 300 basis points, which may negatively impact net interest margin.

•Timing differences related to debt deployment and capital availability, including periods where debt capital was outstanding prior to full deployment into interest-earning assets, which may temporarily compress net interest margin and reduce comparability between periods.

•Volatility in credit-related expenses and valuation adjustments, including changes in the provision for credit losses, direct allowances, and valuation allowances on loans held for sale, which, while not components of net interest margin, may materially affect net income and period-to-period comparability of overall operating results.

•Non-recurring or episodic income and expense items, including income generated from owned real estate, such as rental income from specific projects, and the timing of asset sales or similar transactions, which may not be indicative of ongoing net interest margin or core lending performance.

2025 Year in Review

During 2025, the Company focused on stabilizing its credit profile and strengthening its capital structure following the portfolio repositioning actions taken in 2024 and 2025. While average earning assets declined year over year and net interest margin compressed, management prioritized liquidity preservation, resolution of nonperforming assets, and extension of debt maturities over portfolio expansion.

Key developments during 2025 included:

•A significant reduction in credit-related charges compared to 2024, as provisioning reflected loan-specific adjustments rather than broad-based reserve recalibration.

•No comparable large-scale loan sale losses, resulting in improved earnings comparability relative to the prior year.

•Issuance of $100.0 million ($90.0 million drawn as of December 31, 2025) of Senior Secured Notes due 2030 bearing interest at 9.875%, which extended the Company’s weighted average debt maturity profile and diversified funding sources.

•Reduction of certain short-term borrowings and repayment of maturing unsecured notes, decreasing near-term refinancing concentration.

•Successfully completed the sale of its office property located in Westport, Connecticut generating net cash proceeds of approximately $19.9 million and realized a book gain of approximately $4.0 million. The Westport asset was sourced, managed, and executed through Urbane Capital, the Company’s in-house development and asset management platform.

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•Continued disciplined underwriting in a higher interest rate environment, resulting in moderated net loan originations and a focus on sponsor quality and collateral protection.

Although nonaccrual balances remain elevated relative to historical norms, migration trends moderated during the year and reserve coverage reflects updated collateral valuations and expected liquidation timelines. Management continues to evaluate asset resolution strategies with the objective of improving earning asset mix and reducing nonaccrual exposure over time.

While funding costs remain elevated relative to pre-2024 levels, the Company believes its current capital structure provides improved duration visibility and liquidity flexibility. Future earnings performance will depend on continued resolution of nonperforming assets, stabilization of net interest margin, disciplined capital allocation, and broader real estate market conditions.

The Company intends to address upcoming unsecured note maturities through a combination of operating cash flow, asset resolutions, and capital market activity, subject to prevailing market conditions.

Recent Developments

Update on Naples, Florida Assets

On February 5, 2026, the Company completed a noncash transaction to acquire 100% of the membership interests of the entity holding the condominium assets associated with its legacy Naples, Florida mortgage loan held for investment having a net book value, principal and accrued interest and fees, of approximately $39.9 million.

The acquired assets include:

•The condominium association,

•Three completed condominium units, which are expected to be remarketed for sale immediately under renewed marketing efforts, and

•The southern parcel, which is entitled for the development of four additional condominium units. The Company intends to commence construction and marketing activities for these units, with anticipated sales occurring over the next 18 to 24 months, subject to market conditions.

At closing, the transaction did not result in a material gain or loss relative to the Company’s net book value of the related assets.

Following the transaction, Urbane Capital, a subsidiary of the Company, has assumed responsibility for the active management, development, and monetization of the condominium assets described above, consistent with its role in overseeing the Company’s owned real estate and development initiatives.

In addition, the Company has retained and further enhanced its interest in the existing approximate $12.3 million first mortgage secured by a separate and unrelated waterfront development parcel in Naples. The Company does not control or manage development activities related to the waterfront parcel and is not assuming development responsibility for that asset. The Company will continue to monitor this loan held for investment with respect to this parcel in its capacity as a senior secured lender, consistent with its objective of protecting principal and maximizing value.

Management believes that consolidating control of the condominium assets while maintaining a secured lender position on the waterfront parcel simplifies the overall capital structure, enhances execution clarity, and positions the Company to actively manage and monetize the assets it directly controls over time.

Needham Credit Facility Update

On January 21, 2026, the Company entered into Amendment No. 2 to its Credit, Security and Guaranty Agreement with Needham Bank, as administrative agent, and the lenders party thereto, with respect to the Company’s $50.0 million revolving credit facility. The amendment extends the stated maturity of the facility from March 2, 2026 to

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March 2, 2028, and provides the Company with the ability to request an additional one-year extension to March 2, 2029, subject to lender consent and customary conditions. All other material terms of the credit facility remain unchanged.

The extension enhances the Company’s liquidity profile and provides additional balance sheet flexibility as it continues to manage its portfolio and capital allocation strategy.

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Critical Accounting Policies and Use of Estimates

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the 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. Management will base 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 and real estate owned, See Note 2 – Significant Accounting Policies 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”) in accordance with the CECL standard on our loan portfolio, 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/pre-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 its 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) its current and future view of the macroeconomic environment. We also utilize a reasonable and supportable forecast period equal to the contractual term of the loan plus any applicable short-term extensions that are reasonably expected for construction loans. Loans, interest receivable, due from borrowers, unfunded commitments, and (available-for-sale debt) investment securities are all presented net on the Consolidated Balance Sheets with expanded disclosures in the notes to the consolidated financial statements. The change in the balances during the reporting period are recorded in the Consolidated Statements of Operations under the provision for credit losses.

Real Estate Owned (“REO”)

REO acquired through foreclosure is initially measured at fair value and is thereafter subject to an ongoing impairment analysis. After an REO acquisition, events or circumstances may occur that result in a material and sustained decrease in the cash flows generated from the property or other market indicators, including listing data, may signal a decline in the liquidation value. REO is evaluated for recoverability when impairment indicators are identified. Any impairment losses or recoveries are included in the Consolidated Statements of Operations.

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Results of Operations

Our results of operations depend primarily on net interest income, the credit performance of our loan portfolio, and the effectiveness of our operating platform. These results are affected by a variety of factors, including demand for commercial real estate loans, competitive conditions in loan origination, the cost, structure, and availability of financing, operating expense levels, and the performance of the collateral securing our loans.

Years ended December 31, 2025 and 2024

Year Ended December 31,

Net interest margin 3.1 % 4.4 %

Other income

Income from limited liability company investments 467 112 355 317.0 %

Operating expenses

Basic and diluted earnings (losses) per Common Share $ 0.04 $ (0.93)

Net income (loss) and Net income (loss) attributable to common shareholders are the primary metrics by which we assess our business performance. Accordingly, we closely monitor the primary drivers which consist of the following:

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Net interest income

Net interest income represents the largest component of our net income and is evaluated on both an absolute basis and relative to our provision for credit losses and operating expenses. Net interest income is generated when the yield earned on our loan portfolio exceeds the cost of financing those assets, which we primarily achieve through short- and long-term financing arrangements. Accordingly, we actively monitor financing market conditions and maintain ongoing dialogue with investors and financial institutions as we evaluate funding sources and cost of capital.

In evaluating net interest income, management monitors: (1) portfolio loan yields, (2) funding costs, (3) net interest spread, and (4) net interest margin. Net interest spread reflects the difference between the yield earned on our loans and the interest rates paid on our funding sources. Net interest margin represents net interest income, calculated as annualized interest income less annualized interest expense, expressed as a percentage of average loans outstanding for the applicable period.

Average loans outstanding are calculated using the arithmetic average of the unpaid principal balance of loans held for investment as of the end of each of the five most recent fiscal quarters.

Changes in net interest income are primarily driven by origination activity, changes in average outstanding loan balances (total, performing and nonperforming), and fluctuations in interest rates affecting asset yields and funding costs. Historically, portfolio growth driven by loan originations has been the primary contributor to increases in net interest income. Net interest income is evaluated both before and after interest expense associated with corporate debt and before and after provisions for credit losses.

Interest income from loans - decreased year over year, primarily reflecting continuing lower net loan originations over the past eighteen months since our historical peak balance in loans held for in investment of $508.9 million in June 2024, which reduced the average unpaid principal balance of loans held for investment.

•Average loans held for investment were $376.4 million and $468.8 million for the years ended December 31, 2025 and 2024, respectively. The effective yield on total loans held for investment was 8.6% and 9.2%. respectively.

Results were also impacted by a higher level of nonperforming loans and real estate owned, which do not contribute interest income.

•Average total performing loans held for investment were $269.3 million and $366.6 million for the years ended December 31, 2025 and 2024, respectively. The effective yield on performing loans was 12.0% and 11.8%, respectively.

The difference between total portfolio yield and performing loan yield reflects the impact of nonaccrual loans, which do not generate current interest income.

•Average nonperforming loans held for investment were $107.1 million and $102.2 million for the years ended December 31, 2025 and 2024, respectively.

Interest income from limited liability company investments - Interest income generated from the Company’s investments in the Shem Creek funds and direct loan co-investment vehicles decreased year over year. The decrease was primarily attributable to lower average capital deployed within certain direct loan co-investment vehicles during 2025. As underlying mortgage loans repaid, capital was returned to the Company and not redeployed at prior levels within those structures. In certain vehicles, the Company’s ownership percentage also declined during the period, further reducing its effective exposure.

The decrease in interest income was driven by lower average invested balances rather than changes in underlying loan yields or credit performance. The Shem Creek portfolios continue to consist primarily of short-duration, first mortgage loans, and there were no material changes in the contractual economics of those investments during the period.

The Company evaluates these minority investments as part of its broader capital allocation framework. Given the short-term nature of the underlying assets and the return of capital upon loan repayment, investment balances may fluctuate

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period to period depending on repayment activity and redeployment decisions. Capital returned from these vehicles may be redeployed into other investment opportunities or retained to support liquidity and balance sheet objectives.

See Note 19 — Limited Liability Company ("LLC") Investments — to our consolidated financial statements for the year ended December 31, 2025.

Interest expense and amortization of deferred financing costs - decreased year over year, primarily attributable to lower average borrowings, $277.8 million and $301.2 million actual at December 31, 2025 and 2024, respectively, resulting from a decline in average earning assets. The reduction in average earning assets reduced funding requirements and corresponding interest expense.

During 2025, the Company, as a result of maturing unsecured notes payable, began repositioning its capital structure through the issuance of $100.0 million ($90.0 million drawn as of December 31, 2025) of Senior Secured Notes due 2030. The secured notes replaced a portion of lower rate unsecured notes and reduced reliance on repurchase agreements and lines of credit.

Management continues to evaluate refinancing strategies for upcoming maturities, with a focus on extending duration and optimizing cost of capital. Access to diversified funding sources remains a strategic priority as the Company balances liquidity, leverage, and shareholder returns.

While funding costs remained elevated relative to pre-2024 levels, lower average debt outstanding drove the overall reduction in interest expense year over year.

Net Interest Margin

Net interest margin in 2025 was 3.1% compared to 4.4% in 2024. The 130 basis point decline in net interest margin reflects both structural and cyclical factors. Structurally, refinancing activity during the year increased the weighted average cost of capital. Cyclically, lower average earning assets and a higher concentration of nonaccrual loans reduced interest-earning balances.

While asset yields remained strong on performing loans, 12.0% in 2025 as compared to 11.8% in 2024, overall margin compression occurred due to balance sheet contraction and capital structure repositioning. Management expects margin stabilization to depend on continued resolution of nonperforming loans, normalization of earning asset levels, and disciplined origination activity at spreads consistent with current funding costs.

Net interest income (loss) after provision for credit losses, loss on sale of loans, and changes in valuation allowance

Credit risk management is central to our operating model. We seek to minimize credit losses through disciplined underwriting, active life-of-loan portfolio management, and targeted special servicing. We closely monitor portfolio credit performance, including delinquency trends and expected and realized credit losses, as a key indicator of overall operating results.

Provision for credit losses related to loans held for investment - declined year over year primarily due to (i) charge-offs and resolution of certain non-performing exposures, (ii) stabilization in collateral valuations for loans previously reserved, and (iii) changes in portfolio composition, including reductions in higher-risk exposures through loan restructurings.

The Company continues to apply a conservative collateral-dependent methodology for loans in foreclosure and pending foreclosure status. Management evaluates the allowance quarterly based on updated appraisals, liquidation cost assumptions and macroeconomic forecasts under the CECL framework.

While provision levels were significantly elevated in 2024, the lower provision in 2025 reflects resolution activity rather than a change in underwriting standards or risk tolerance.

Gain (Loss) on sale of loans - The current year reflects only nominal loan sale activity of $5.1 million, while the prior year included the strategic disposition of $55.8 million of a concentrated group of nonperforming loans. That prior-

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year transaction was executed to (i) reduce exposure to certain collateral types and borrower profiles, (ii) redeploy capital into performing assets, and (iii) improve forward credit metrics.

Change in valuation allowance related to loans held for sale - The valuation allowance adjustment reflects updated fair value estimates on loans classified as held for sale. The prior year included mark-to-market adjustments associated with loans moved to nonaccrual and pending foreclosure status.

In 2025, collateral values stabilized and certain assets were resolved or reclassified, resulting in a net improvement in the valuation allowance position relative to the prior year.

Total other income

Total other income remained relatively consistent year over year, with underlying components shifting in composition rather than magnitude.

Fee income on loans - declined year over year primarily due to lower new loan origination volume. Origination and modification fees are recognized over the contractual life of the loan, and the decrease reflects the smaller average portfolio growth and reduced refinancing activity relative to the prior year.

Income from limited liability company investments - increased year over year due to reflecting a full year of earnings from the Shem Creek manager investment compared to a partial year in 2024. See Note 19 to the consolidated financial statements.

Other investment income - Other investment income varies based on the timing of realizations and performance of non-core investment holdings. The year-over-year change reflects reduced activity relative to the prior period.

Gain on equity securities - The current year includes both realized gains on disposition and net mark-to-market gains on equity securities held within the investment portfolio. These gains reflect changes in fair value and are inherently subject to market volatility. The prior year included smaller net gains due to less favorable equity market conditions during the period.

Other income - Other income consists primarily of ancillary revenue streams, including property-related income and miscellaneous recoveries. The increase year over year reflects rents recognized on certain investments in developmental real estate and real estate owned and certain non-recurring recoveries.

Total operating expenses

Our operating expenses primarily include compensation and benefits for our employees, general and administrative expense including occupancy costs, professional fees for legal, consulting, and advisory services, costs related to investments in developmental real estate, foreclosure pursuits and the resolution and disposition of real estate owned. Management monitors operating expenses in relation to profitability and the scale of our loan portfolio. Because origination volume and portfolio size influence the level and impact of operating expenses, we also closely monitor loan origination activity and key loan characteristics, including interest rates, loan-to-value ratios, estimated credit losses, and expected loan duration.

Management continues to align operating expense levels with portfolio scale while preserving asset management intensity. As origination activity and earning asset levels increase, the Company expects to benefit from operating leverage as fixed overhead costs are absorbed over a larger asset base.

Total operating expenses declined year over year due to lower credit-related charges and improved expense discipline relative to portfolio size.

Compensation and employee benefits - increased modestly year over year, reflecting strategic additions to personnel and performance-based compensation adjustments. Management continues to align staffing levels with portfolio scale and operational complexity.

General and administrative expenses - decreased year over year due to reduced professional fees and cost management focus during the prior year’s market slowdown.

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Impairment loss on real estate owned - increased year over year and relates to specific property-level valuation adjustments following updated market data and liquidation timelines.

Gain on sale of investments in developmental real estate, real estate owned and property and equipment, net - The current year reflects gains realized on the disposition of select real estate assets and developmental projects. These gains were driven by improved execution relative to carrying value and successful asset repositioning.The prior year included more limited disposition activity. See Note 5 to the consolidated financial statements.

Other expenses - were consistent year over year and primarily reflect operating costs associated with real estate owned, legal matters, and portfolio servicing.

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

Net income (loss) - The return to profitability in 2025 was driven by:

•Lower credit provisioning

•Absence of large realized loan sale losses

•Stabilization of valuation allowances

•Improved capital structure positioning

In contrast, 2024 results were significantly impacted by elevated credit costs, loan sale losses, and valuation adjustments.

While current results reflect a stabilized operating environment, earnings remain influenced by portfolio seasoning, asset resolution timing, and funding costs.

Net income (loss) attributable to common shareholders - After preferred dividends, income attributable to common shareholders reflects the combined impact of improved operating performance and reduced extraordinary credit-related charges relative to the prior year.

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):

December 31,

Total shareholders’ equity, net of preferred stock $ 117,118 $ 123,982

Book value per common share $ 2.46 $ 2.64

Book value per common share decreased $0.18 year over year. The decrease is primarily due to aggregate cash dividends declared and paid for the year ended December 31, 2025 on issued and outstanding common shares and shares of Series A Preferred Stock totaling $14.0 million, partially offset by net income for the year ended December 31, 2025 of $6.3 million. The calculation is also impacted by an increase in the liquidation preference for the Series A Preferred stock as we issued 6,010 shares during the year ended December 31, 2025 as well as an increase in common shares outstanding of approximately 720,000 shares.

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Liquidity and Capital Resources

Total assets at December 31, 2025 were $460.0 million compared to $492.0 million at December 31, 2024, a decrease of $(32.0) million, or (6.5)%. The decrease was due primarily to utilizing cash generated from investing activities to reduce long term debt by $23.4 million.

Total liabilities at December 31, 2025 were $285.1 million compared to $310.3 million at December 31, 2024, a decrease of $25.2 million, or 8.1%. This decrease was principally due to repaying in full our unsecured unsubordinated five-year notes that matured in September 2025 of $56.3 million, terminating the Churchill Credit Facility of $33.7 million, and reducing the balance on the Needham Credit Facility by $21.0 million. These decreases were partially offset by the five-year senior secured notes payable issued in June 2025 which totaled $86.6 million at year end.

As of December 31, 2025, the Company’s capital structure consisted of a mix of unsecured listed notes, senior secured notes, and revolving credit facilities. The increase in secured financing during 2025 reflects management’s strategy to diversify funding sources. While secured borrowings increased asset encumbrance, they also provide longer-term capital stability and improved liquidity flexibility. Management actively monitors asset coverage ratios, covenant compliance and refinancing risk associated with upcoming maturities.

Total shareholders’ equity at December 31, 2025 was $174.9 million compared to $181.7 million at December 31, 2024, a decrease of $6.8 million, or (3.7)%. This decrease was attributable to common stock dividends of $9.5 million and Series A Preferred stock dividends of $4.5 million partially offset by net income of $6.3 million and stock compensation expense of $0.8 million.

Historically, the Company has distributed a substantial portion of its earnings in order to maintain its REIT qualification. Dividend levels are determined by the Board of Directors based on taxable income, capital needs, liquidity, market conditions and regulatory requirements. Accordingly, dividend levels may fluctuate from period to period depending on operating performance, credit trends, asset repositioning activity and capital market access.

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.

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

Year Ended December 31, One Year Change

(in thousands)

For a detailed breakdown of our cash flows during the years ended December 31, 2025 and 2024, see the statement of cash flows included in our audited financial statements.

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 Notes maturing in December 2026, and payments for usual and customary operating and administrative 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.

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Our long-term cash needs will include principal and interest payments on outstanding indebtedness including notes payable in the principal amount of $173.2 million maturing late in 2026 and in 2027, preferred stock dividends and funding of new mortgage loans. Specific to the maturing notes payable, management believes the Company will address these maturities through a combination of operating cash flow, credit facility capacity, secured financing alternatives and potential capital markets transactions, subject to market conditions. There can be no assurance that refinancing will occur on terms similar to existing obligations. The Company continues to proactively evaluate capital market access and balance sheet positioning in advance of these maturities. In general, 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 investment in developmental real estate and real estate owned.

Subsequent Events

In addition to the items noted above in Recent Developments, see Note 21 - Subsequent Events.

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 December 31, 2025, our contractual obligations include unfunded amounts of any outstanding construction loans and unfunded commitments for loans and limited liability company investments.

(in thousands) Total Less than 1 year 1 – 3 years 3 – 5 years More than 5 years

Recent Accounting Pronouncements

See ‘‘Note 2 — Significant Accounting Policies’’ to the financial statements for explanation of recent accounting pronouncements impacting us.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a “smaller reporting company” as defined by Regulation S-K and, as such, are not required to provide the information required by this item.

Item 8. Consolidated Financial Statements and Supplementary Data

The consolidated financial statements required by this Item are set forth beginning on page F-1.

Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Principal Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025 (the “Evaluation Date”).

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Based on this evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, including our chief executive and interim chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of John L. Villano and Jeffery C. Walraven, our Principal Executive Officer and Principal Accounting Officer, respectively, and effected by the Board, management and other personnel, 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. Our internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of management and the Board; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our internal control system was designed to provide reasonable assurances to our management and the Board regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO (the “COSO Framework”). The COSO Framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Report.

Changes in Internal Control Over Financial Reporting

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 December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

During the quarter ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors are elected annually by our shareholders and serve for one-year terms until his/her successor is elected and qualified or until such director’s earlier death, resignation or removal. The executive officers are appointed by and serve at the pleasure of the Board.

Our executive officers and directors, and their respective ages as of the March 12, 2026, are as follows:

Name Age Position

John L. Villano 65 Chairman of the Board, Chief Executive Officer and President

Jeffery C. Walraven 56 Executive Vice President and Chief Financial Officer

Leslie Bernhard(1)(4) 82 Director

Arthur L. Goldberg(2)(4) 87 Director

Brian A. Prinz(3)(4) 73 Director

_____________________

(1)Chair of the Compensation Committee (“Compensation Committee”).

(2)Chair of the Audit Committee (“Audit Committee”).

(3)Chair of the Nominating and Corporate Governance Committee (“Nominating and Corporate Governance Committee”).

(4)Member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Set forth below is a brief description of the background and business experience of our executive officers and directors:

John L. Villano, one of our founders, is Chairman of the Board, Chief Executive Officer and President. Mr. Villano was appointed as a director and Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer and Secretary in February 2017, immediately prior to our initial public offering. In November 2019, upon the resignation of his brother, Jeffrey C. Villano, he became our sole Chief Executive Officer and was appointed Treasurer in addition to his then current positions with the Company and resigned as Secretary. Mr. Villano served as our Chief Financial Officer until August 2022 and as our Treasurer until July 2022. He served as our Interim Chief Financial from May 2023 until June 2024. Mr. Villano has been designated as our principal executive officer. Mr. Villano is a certified public accountant and was engaged in the private practice of accounting and auditing for almost 30 years. His responsibilities include overseeing all aspects of our business operations, including loan origination and servicing, investor relations, brand development and business development. He is also responsible for all our accounting and financial matters. Mr. Villano holds a bachelor’s degree in accounting from the University of Rhode Island in 1982. We believe that Mr. Villano’s experience in managing our business since its inception and his professional background as a certified public accountant make him an important part of our management team and make him a worthy candidate to serve on the Board and to lead the Board as Chairman.

Jeffery C. Walraven serves as Executive Vice President and Chief Financial Officer, a position he has held since September 1, 2025. He previously served as a director of the Company beginning in August 2024 and was appointed Interim Chief Financial Officer in December 2024. In conjunction with his promotion to Executive Vice President and Chief Financial Officer, Mr. Walraven resigned from the Board. Mr. Walraven brings experience in public company accounting, corporate capital markets and background in the real estate industry. Mr. Walraven is a co-founder and chief operating officer of Freehold Properties, Inc., a real estate investment trust (REIT) focused on specialty industrial and retail real estate, since its formation in May 2019. In addition, he has served as an independent director and member of the audit committee of Broad Street Realty, Inc. (OTCQX: BRST), a real estate company that owns, operates, develops, and redevelops primarily essential grocery-anchored shopping centers and mixed-use properties, since September 2023. From January 2014 to May 2019, Mr. Walraven served as executive vice president and chief financial officer of MedEquities Realty Trust, Inc. (formerly NYSE: MRT), a REIT specializing in healthcare properties. From July 2007 to June 2014, Mr. Walraven served as an assurance partner of BDO USA, LLP, an international accounting firm, and was appointed managing partner of BDO USA’s Memphis office in January 2013. Mr. Walraven is formerly a certified public accountant (actively licensed 1996 to 2016) and graduated from Bob Jones University with a B.S. in Financial Management and from Clemson University with an M.P.A. in professional accountancy. We believe Mr. Walraven’s experience in public

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company accounting, corporate capital markets and background in the real estate industry make him an important part of our management team.

Leslie Bernhard was appointed as a director in February 2017. Ms. Bernhard brings extensive public company experience both as a member of C-level management and as a director of multiple corporations. In February 2024, Ms. Bernhard joined the board of directors of Sharplink Gaming Inc. (NASDAQ: SBET), an online technology company. In addition, since November 2023, she has been serving as the chairman of the board of Nexalin Technology, Inc. (NASDAQ: NXL), a company that designs and develops medical devices that utilizes bioelectronic medical technology. She served as an independent director of Milestone Scientific Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices, from May 2003 until January 4, 2023 and as the non-executive chairman of the Milestone board of directors from October 2009 through January 4, 2023. She also served as interim chief executive officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Ms. Bernhard served as an independent director of Universal Power Group, Inc. (NYSE American: UPGI), a global supplier of power solutions, and as a consultant to Universal Power Group, Inc. from September 2018 to December 2020. In 1986, Ms. Bernhard co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry taking it public in 1999 (NASDAQ: ADST), and served as its president, chief executive officer and executive director until 2012. Ms. Bernhard holds a BS Degree in Education from St. John’s University. We believe that Ms. Bernhard’s experience as an entrepreneur and her service as a director of other public corporations enable her to make important contributions to the Board.

Arthur L. Goldberg was appointed as a director in February 2017. He has been a private accounting and business consultant since April 2012. He has also held senior executive positions, including chief financial officer and chief operating officer, and served as a director of several public and private companies. From March 2011 through June 2015, he served as a director of Sport Haley Holdings, Inc., a manufacturer and distributor of sportswear and furniture. From January 2008 through March 2013, he served as a member of the board of directors of SED International Holdings, Inc. (OTC: SEDN), a distributor of consumer electronics. From January 2008 through March 2012, he served as the chief financial officer of Clear Skies Solar, Inc., an installer of solar panels. From January 2008 through June 2008, he served as the chief financial officer of Milestone Scientific, Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices. From June 1999 through April 2005, Mr. Goldberg was a partner with Tatum CFO Partners, LLP, which provided interim CFO staffing services for public and private companies. Mr. Goldberg is an attorney and a certified public accountant and holds a B.B.A. degree from the City College of New York, an M.B.A. from the University of Chicago and J.D. and LLM degrees from the New York University School of Law. Mr. Goldberg was selected as a director because of his experience as the senior executive, operations and financial officer of several public companies and because of his background in accounting and law. We believe that his background and experience provide the Board with a perspective on corporate finance matters. Given his financial experience, the Board has also determined that Mr. Goldberg qualifies as the Audit Committee financial expert, pursuant to Item 407(d)(5) of Regulation S-K promulgated by the SEC.

Brian A. Prinz was appointed as a director in February 2017. He is currently retired and, since 2016, has been a member of the board of directors of Current, Inc., a leading manufacturer of laminated products including sheeting, tubes, rods, spacers and standoffs, as well as electrical grade laminates, a variety of carbon fiber products and other industrial products, which are used in various industries including construction, recreation, energy exploration and defense. From September 2022 to September 2023, Mr. Prinz served as a consultant to Current, Inc. Prior to that, from September 2001 to September 2022, he was the president and chief financial officer of Current, Inc., with which he was employed since 1976. Mr. Prinz graduated from Bryant College with a B.A. in 1976. We believe that his background and experience make him well qualified to serve as a member of the Board.

Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, oversees our accounting and financial reporting processes, internal systems of accounting and financial controls, relationships with auditors and audits of financial statements. Mr. Goldberg is the chair of the Audit Committee and qualifies as an “audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K.

Code of Ethics

We have adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer and other persons performing similar functions. The Code of Ethics is posted on our web site at www.sachemcapitalcorp.com. We will also provide a copy of the Code of Ethics to any person without charge, upon written request addressed to our Corporate Secretary at our principal executive office located at 568 East Main Street, Branford, CT 06405. In addition, we intend to post on our website all disclosures that are required by law or the NYSE

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American LLC (the “NYSE American”) listing standards concerning any amendments to, or waivers from, any provision of our Code of Ethics.

Item 11. Executive Compensation.

Our “named executive officers” as defined in Item 402(m)(2) of Regulation S-K (the “Named Executive Officers”) for the years ended December 31, 2025 and 2024 were John L. Villano, our Chief Executive Officer and President , and Jeffery C. Walraven, our Executive Vice President and Chief Financial Officer.

The following table sets forth information regarding the compensation earned by or awarded or paid to, as applicable, the Named Executive Officers for the years ended December 31, 2025 and 2024.

_________________

(1)Represents the grant date fair value of the restricted stock awards granted in 2025 and 2024. In each case, the amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our Common Shares on the date of grant. The value ultimately realized by the Named Executive Officers upon vesting of the awards may or may not be equal to this determined amount.

(2)Represents (i) an auto allowance of $26,000 per annum, (ii) a one-time payment by the Company in the amount of $44,908 to cover the estimated tax liability for the restricted stock awards to Mr. Villano that vested in 2025, (iii) dividends received by Mr. Villano in 2025 on an aggregate of 230,814 unvested Common Shares totaling $23,081, and (iv) reimbursements for personal expenses incurred totaling $600 pursuant to the terms of Mr. Villano’s employment agreement.

(3)Represents (i) an auto allowance of $26,000 per annum, (ii) a one-time payment by the Company in the amount of $123,729 to cover the estimated tax liability for the restricted stock awards to Mr. Villano that vested in 2024, and (iii) reimbursements for insurance costs incurred totaling $5,536 pursuant to the terms of Mr. Villano’s employment agreement.

(4)In December 2024, Jeffery C. Walraven was appointed as our Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Walraven entered into a Letter Agreement, dated December 13, 2024, pursuant to which Mr. Walraven received compensation at the rate of $62,500 per month. Effective September 1, 2025, Mr. Walraven was promoted to Executive Vice President and Chief Financial Officer. At that time, the Company entered into an employment agreement with Mr. Walraven as further discussed below. This table includes all compensation to Mr. Walraven in 2025 across his various titles.

(5)Represents dividends received by Mr. Walraven in 2025 on an aggregate of 251,220 unvested Common Shares..

(6)Mr. Walraven was appointed to the Board on August 21, 2024 and served in that capacity through December 12, 2024, earning $42,500 in director compensation. Effective as of December 13, 2024, Mr. Walraven was appointed as our Interim Chief Financial Officer at a monthly compensation rate of $62,500, earning $31,250 for the remainder of 2024.

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Employment Agreements

Employment Agreement with John L. Villano

In August 2016, in anticipation of our initial public offering, we entered into an employment agreement with John L. Villano. The material terms of Mr. Villano’s employment agreement are as follows:

•Mr. Villano serves as our Chairman, Chief Executive Officer and President. He also served as our Interim Chief Financial Officer until June 2024.

•The employment agreement has an initial term of five years commencing in February 2017 unless terminated earlier in accordance with his employment agreement. The employment agreement is automatically extended for subsequent one year periods on each anniversary date unless either party provides written notice not to renew at least 180 days before the next anniversary date, in which case the agreement will terminate on the next anniversary date.

•In April 2022, Mr. Villano’s base salary was increased to $750,000 per annum, effective retroactive as of January 1, 2022.

•Mr. Villano is entitled to annual cash incentive compensation targeted at 50% of base salary, but in such amount as determined by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion.

•Mr. Villano is entitled to a time-based equity award with a grant date value equal to his annual base salary. as determined by the Compensation Committee in its sole discretion.

•Mr. Villano has the right to participate in all retirement, pension, deferred compensation, insurance, and other benefit plans adopted and maintained by us for the benefit of employees and is entitled to additional compensation in an amount equal to the cost of any such benefit plan or program if he chooses not to participate.

•Mr. Villano is indemnified to the full extent permitted by law against and for any claims, liabilities, losses, expenses and costs incurred that relate to any acts or omission taken in his capacity as an officer or director.

•Mr. Villano is subject to a two-year non-competition covenant if his employment is terminated for “Cause” (as defined in his employment agreement).

•In the event any payment to Mr. Villano is subject to an excise tax under the Code, he will receive an additional amount equal to the amount of the excise tax and any other taxes (whether in the nature of excise taxes or income taxes) in order to put Mr. Villano in the same net after-tax position as if the payment were not subject to any excise tax.

Mr. Villano’s employment agreement provides that the Company may terminate his employment at any time with or without “Cause.” It also provides that his employment will terminate upon his death or disability. The employment agreement provides that Mr. Villano is not entitled to any severance if his employment is terminated by the Company for “Cause”. If Mr. Villano’s employment is terminated by the Company without “Cause,” due to Mr. Villano’s death or disability or if Mr. Villano resigns for “Good Reason” (as defined in the employment agreement, which includes a “change in control” of the Company), he is entitled to receive: (i) his annual base salary effective at the time of termination, (ii) prorated incentive compensation for the year of termination based on the number of months worked in such year, (iii) a lump sum payment equal to 4 times the sum of (x) his annual base salary effective as of the date of termination and (y) the highest incentive compensation paid to Mr. Villano during the most recent three calendar years prior to the date of termination; (iv) any deferred compensation and accrued vacation pay; (v) continuation for up to 12 months after termination of health and welfare and long-term disability benefits; (vi) any other compensation or benefits as may be provided under any plans or programs of the Company and (vii) full accelerated vesting of any stock options held by Mr. Villano.

Letter Agreement and Employment Agreement with Jeffery C. Walraven

In December 2024, Jeffery C. Walraven was appointed as our Interim Chief Financial Officer. In connection with his appointment, the Company and Mr. Walraven entered into a Letter Agreement, dated December 13, 2024, pursuant to which Mr. Walraven received compensation at the rate of $62,500 per month. Mr. Walraven provided service on a month-to-month basis and the Letter Agreement could be terminated by either party as of the end of any calendar month at any time by written notice to the other party no later than the 15th day of that month.

Effective September 1, 2025, the Company promoted Jeffery C. Walraven to the position of Executive Vice President and Chief Financial Officer. In connection with Mr. Walraven's promotion, the Company and Mr. Walraven

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entered into an Employment Agreement, effective as of September 1, 2025. The material terms of Mr. Walraven’s employment agreement are as follows:

•Mr. Walraven serves as Executive Vice President and Chief Financial Officer.

•The employment agreement remains effective until terminated by either party in accordance with the terms of the employment agreement.

•Mr. Walraven will receive an annual base salary of $600,000.

•Mr. Walraven is entitled to annual cash incentive compensation targeted at 50% of base salary, but in such amount as determined by the Compensation Committee in its sole discretion.

•Mr. Walraven is entitled to annual long-term equity incentive award with a target grant date fair value of $250,000. The actual amount of the award, if any, is determined by the Compensation Committee in its sole discretion.

•Mr. Walraven is entitled to discretionary incentive compensation upon the successful closing of certain capital transactions. The determination of whether an incentive is earned, as well as the specific amount of any such payment, is determined by the Board or the Compensation Committee in their sole discretion.

•Mr. Walraven has the right to participate in all retirement, pension, deferred compensation, insurance, and other benefit plans adopted and maintained by us for the benefit of employees.

•Mr. Walraven is subject to a two-year non-competition covenant if his employment is terminated for “Cause” (as defined in his employment agreement).

Mr. Walraven’s employment agreement provides that the Company may terminate his employment at any time with or without “Cause” (as defined in the employment agreement). It also provides that his employment will terminate upon his death or disability. Regardless of the manner of termination, Mr. Walraven is entitled to receive certain “Accrued Obligations” (as defined in the employment agreement). The employment agreement provides that Mr. Walraven is not entitled to any severance if his employment is terminated by the Company for “Cause”. If Mr. Walraven’s employment is terminated by the Company without “Cause,” or if Mr. Walraven resigns for “Good Reason” (as defined in the employment agreement), he is entitled to: (i) receive a lump sum payment equal to two times the sum of (a) his annual base salary and (b) the average annual bonus for the most recent three calendar years (or such shorter period as he was employed by the Company) prior to termination; (ii) receive prorated incentive compensation for the year of termination based on the number of months worked in such year; and (iii) continued payment by the Company of the employer-portion of his health insurance (COBRA) premiums at the active employee rate for up to 12 months (or until he becomes eligible for group medical benefits from another employer).

Executive Compensation Elements

The following describes the material terms of the elements of our executive compensation program during 2025.

Base Salaries

Base salaries for our Named Executive Officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of the executive officers’ responsibilities, and competitive market compensation paid by other companies for similar positions within the industry and geography. Annual base salaries are intended to provide a fixed component of compensation to our Named Executive Officers, reflecting their skill sets, experience, roles, and responsibilities.

Bonuses

For the year ended December 31, 2024, Mr. Villano was entitled to a “target bonus” of $375,000. On March 10, 2025, the Compensation Committee awarded Mr. Villano a bonus of $300,000 based on the Company’s performance for 2024, which was paid in one lump sum in 2025.

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For the year ended December 31, 2025, Mr. Villano and Mr. Walraven were each entitled to a “target bonus” of $375,000 and $100,000, respectively. On March 6, 2026, the Compensation Committee awarded Mr. Villano and Mr. Walraven a bonus of $375,000 and $100,000, respectively, based on the Company’s performance for 2025 which is payable in 2026. Mr. Walraven's amount for 2025 was a pro rated amount of his annual target from the effective date of his employment agreement on September 1, 2025.

Equity Compensation

We maintained the Sachem Capital Corp. 2016 Equity Compensation Plan and now maintain the Sachem Capital Corp. 2025 Omnibus Incentive Plan, under which we may grant equity awards to our directors, employees (including our Named Executive Officers), and consultants.

In February 2023, Mr. Villano received a grant of 130,890 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2024, 2025 and 2026, subject to Mr. Villano’s continued service with the Company on the vesting date; provided that such restricted stock award will become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”.

In March 2024, Mr. Villano received a grant of 111,857 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2025, 2026, and 2027, subject to Mr. Villano’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”.

In August 2025, Mr. Villano received a grant of 112,613 shares of restricted stock. Such restricted stock award vests in three equal installments on each of January 1, 2026, 2027, and 2028, subject to Mr. Villano’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Villano’s employment is terminated without “Cause” or due to resignation for “Good Reason”.

In March 2025, Mr. Walraven received a grant of 20,000 shares of restricted stock. Such restricted stock award vests in four equal installments on each of March 10, 2025, 2026, 2027, and 2028, subject to Mr. Walraven’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Walraven’s employment is terminated without “Cause” or due to resignation for “Good Reason”.

In September 2025, Mr. Walraven received a grant of 236,220 shares of restricted stock. Such restricted stock award cliff vests on September 3, 2028, subject to Mr. Walraven’s continued service with the Company on the applicable vesting date; provided that the restricted stock award will become fully vested become fully vested if Mr. Walraven’s employment is terminated without “Cause” or due to resignation for “Good Reason”.

Retirement Plan

The Company maintains 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.

Employee Benefits and Perquisites

Our Named Executive Officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees generally.

We also provide our Named Executive Officers with term life insurance and disability insurance at our expense as we do for all of our full-time employees. Except for the benefits provided to Mr. Villano under his employment agreement, we do not provide our Named Executive Officers with any other significant perquisites or other personal benefits.

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Outstanding Equity Awards at Fiscal Year-End 2025

The following table sets forth information concerning outstanding equity awards to the Named Executive Officers as of December 31, 2025.

Stock Awards

_____________________

(1)Calculated based on the closing price of our Common Shares of $1.04 per share on December 31, 2025.

(2)One-third of each restricted stock award vests on January 1st of the first three years following the grant date, subject to Mr. Villano's continued service with the Company. Unvested shares may not be transferred, sold, pledged, hypothecated or assigned, and are subject to forfeiture.

(3)One-fourth of this restricted stock award vests on March 10, 2025, 2026, 2027 and 2028, subject to Mr. Walraven's continued service with the Company. Unvested shares may not be transferred, sold, pledged, hypothecated or assigned, and are subject to forfeiture.

(4)This award has cliff vesting on September 3, 2028.

Compensation of Directors

The Board periodically reviews the type and form of compensation paid to our non-employee directors. Based on this review, the Board makes adjustments to the non-employee director compensation program in an effort to provide competitive compensation to our non-employee directors. For 2025, our Compensation Committee retained Farient Advisors, LLC (“Farient”) to provide it with information, recommendations, and other advice relating to director compensation.

Our non-employee director compensation plan, as amended on September 29, 2025 (the “Director Plan”), provides the following compensation for our non-employee directors effective October 1, 2025:

•each non-employee director receives cash compensation in the total amount of $150,000 (previously $90,000) per year, which amount is paid in equal quarterly installments of $37,500 (previously $22,500) on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1);

•each non-employee director may elect to receive up to 50% of any quarterly installment in the form of fully vested Common Shares based on the closing price of such shares on the last trading day immediately prior to the date on which the affected payment is to be made;

•the additional cash compensation payable to the chairperson of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee remain unchanged as follows:

•the chairperson of the Audit Committee receives an additional cash compensation of $7,500 per year, payable in equal quarterly installments of $1,875 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1);

•the chairperson of the Compensation Committee receives an additional cash compensation of $5,000 per year, payable in equal quarterly installments of $1,250 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1);

•the chairperson of the Nominating and Corporate Governance Committee receives an additional cash compensation of $2,500 per year, payable in equal quarterly installments of $625 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1); and

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•the non-employee director serving on our Loan Approval Committee receives an additional cash compensation of $10,000 per year, payable in equal quarterly installments of $2,500 on the first day of each calendar quarter (i.e., January 1, April 1, July 1, and October 1).

John L. Villano, an executive officer as well as a director, does not receive compensation in connection with his position as a member of the Board.

The following table provides compensation information for the year ended December 31, 2025 for each of the non-employee directors. The table excludes Mr. Villano, who is a Named Executive Officer of the company and did not receive any additional compensation for his service as a director in 2025. The compensation received by Mr. Villano during 2025 is set forth above under “Executive Compensation — 2025 Summary Compensation Table.”

_____________________

(1)Prior to October 1, 2025, each non-employee director had the option to elect to receive an additional cash compensation of $20,000 payable in a lump sum or a grant of fully vested Common Shares with a grant date value of $20,000 based on the fair market value of our Common Shares on the date he or she is re-elected to serve on the Board . Upon their re-election to the Board at our 2025 Annual Meeting of Shareholders, Ms. Bernhard chose the cash option and Messrs. Goldberg and Prinz chose the share option.

(2)Represents the grant date fair value of the restricted stock awards granted in 2025. In each case, the amounts were determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our Common Shares on the date of grant. The value ultimately realized by the directors upon vesting of the awards may or may not be equal to this determined amount.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table, together with the accompanying footnotes, sets forth information, as of the March 10, 2026, regarding stock ownership of all persons known by us to own beneficially more than 5% of our outstanding Common Shares including our Named Executive Officers, all directors, and all directors and executive officers as a group:

Executive Officers and Directors

Leslie Bernhard(6) 8,250 *

All executive officers and directors as a group (5 persons) 2,676,503 5.58 %

_____________________

*Less than 1%.

(1)Unless otherwise provided, the address of each of the individuals above is c/o Sachem Capital Corp., 568 East Main Street, Branford, CT 06405.

(2)A person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days upon the exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within sixty (60) days have been exercised or converted. Except as otherwise indicated, and subject to applicable community property and similar laws, each of the

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persons named has sole voting and investment power with respect to the Common Shares shown as beneficially owned.

(3)All percentages are determined based on 47,967,172 Common Shares outstanding as of March 10, 2026.

(4)Includes 112,360 restricted Common Shares which are subject to vesting including: (i) 74,823 shares vesting on January 1, 2027; and (ii) 37,537 shares vesting on January 1, 2027. Also includes 10,863 Common Shares owned by Mr. Villano’s wife. Mr. Villano disclaims ownership of the 10,863 Common Shares owned by his wife for the purposes of section 13(d) or 13(g) of the Exchange Act.

(5)Includes 246,220 restricted Common Shares which are subject to vesting including: (i) 5,000 shares vesting on each March 10, 2027 and 2028; and (ii) 236,220 shares cliff vesting on September 3, 2028.

(6)Includes 1,500 restricted Common Shares which are subject to vesting on September 7, 2026.

(7)Includes 11,500 restricted Common Shares which are subject to vesting including: (i) 1,500 shares vesting on September 7, 2026; and (ii) 5,000 shares vesting on each of March 10, 2027 and 2028.

Equity Compensation Plan Information

The following table gives information about shares of our common stock that may be issued under the Sachem Capital Corp. 2025 Omnibus Incentive Plan as of December 31, 2025:

(a) (b) (c)

Item 13. Certain Relationships and Related Transactions and Director Independence.

Related Party Transactions

We have adopted a policy that prohibits any transaction between us and a related party unless the terms of that transaction are no less favorable to us than if we had entered into the same transaction with an unrelated party and the transaction is approved by our Audit Committee or other independent committee of the board of directors, in the case where it is inappropriate for our Audit Committee to review such a transaction due to a conflict of interest.

During the years ended December 31, 2025 and 2024, the daughter of our Chief Executive Officer was paid $0.2 million and $0.2 million, respectively, for internal audit and compliance services provided to us.

Director Independence

The current members of the Board are John L. Villano, Leslie Bernhard, Arthur L. Goldberg, and Brian A. Prinz. The Board has determined, in accordance with the NYSE American Company Guide (“NYSE Rules”), that: (i) Ms. Bernhard and Messrs. Goldberg and Prinz are independent and represent a majority of its members; and (ii) Ms. Bernhard and Messrs. Goldberg and Prinz, as the members of the Audit Committee, the Nominating and Corporate Governance Committee and Compensation Committee, are independent for such purposes. In determining director independence, the Board applies the independence standards set by NYSE American. In applying these standards, the Board considers all transactions with the independent directors and the impact of such transactions, if any, on any of the independent directors’ ability to continue to serve on the Board.

We have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Members of each committee must also meet applicable independence tests of the NYSE American and SEC. In connection with this determination, each director and executive officer completes a questionnaire which requires disclosure of, among other topics: any transactions or relationships between any director or any member of his or her immediate family and the Company and its subsidiaries, affiliates, our independent registered public accounting

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firm or any advisors to the Compensation Committee; any transactions or relationships between any director or any member of his or her immediate family and members of the senior management of the Company or their affiliates; and any charitable contributions to not-for-profit organizations for which our directors or immediate family members serve as executive officers.

The Board has determined that each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is made up entirely of independent directors as defined under the NYSE Rules.

Item 14. Principal Accounting Fees and Services

Effective November 18, 2024, our Audit Committee engaged Baker Tilly US, LLP ("Baker Tilly") to replace Hoberman & Lesser CPA’s, LLP (“Hoberman”) as our principal accounting firm. The aggregate fees billed by our principal accounting firms for the years ended December 31, 2025 and 2024 are as follows:

Audit-Related Fees — —

All other fees — —

_____________________

(1)Fees for services related to the audit of the Company’s consolidated financial statements, quarterly reviews of the Company’s unaudited interim consolidated financial statements, and consultation on significant accounting matters of $380,000 and $330,000, respectively, for 2025 and 2024, fees in connection with the Company’s registration statements and comfort letters for offerings in 2025 and 2024 of $130,000 and $41,500, respectively, and fees and expenses in 2025 and 2024 of $30,126 and $17,458, respectively.

(2)Fees associated with tax compliance, advice, and planning.

In 2025, the audit fees include audit and financial statement review fees from Baker Tilly. These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements. The tax fees include tax compliance, advice, and planning from Baker Tilly.

In 2024, the audit fees include aggregate audit and financial statement review fees from Baker Tilly and Hoberman. These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements. The tax fees include tax compliance, advice, and planning from Baker Tilly.

Audit Committee Pre-Approval Policy

The Audit Committee charter provides that the Audit Committee will pre-approve audit services and non-audit services to be provided by our independent auditors before they are engaged to render these services. The Audit Committee may consult with management in the decision-making process but may not delegate this authority to management. The Audit Committee may delegate its authority to pre-approve services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting. All audit and non-audit services performed by the independent accountants must be pre-approved by the Audit Committee to assure that such services do not impair the auditors’ independence from us. During the year ended December 31, 2025, the Audit Committee pre-approved 100% of the services provided by Baker Tilly.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1 Financial Statements — See Index to Financial Statements on page F-1.

2 Financial Statement Schedules — See (c) below.

3 Exhibits — See (b) below.

ExhibitNo. Description

2.1 Form of Amended and Restated Exchange Agreement (1)

3.1 Certificate of Incorporation (1)

3.1(a) Certificate of Amendment to Certificate of Incorporation (1)

3.2 Amended and Restated Bylaws, effective as of March 25. 2025 (19)

4.4 Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.3 above).

4.6 Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.5 above)

4.8 Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.7 above)

4.10 Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.9 above)

4.12 Note Purchase and Guaranty Agreement, Dated June 11, 2025 (21)

4.13(a) Description of Common Shares*

4.13(b) Description of 7.75% Series A Cumulative Redeemable Preferred Stock*

10.2 Sachem Capital Corp. 2016 Equity Compensation Plan (1)

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10.12 Sachem Capital Corp. 2025 Omnibus Incentive Plan (22)

14.1 Code of Ethics(7)

19.1 Insider Trading Policy of the Company (28)

21.1 List of Subsidiaries*

23.1 Consent of Baker Tilly US, LLP, dated March 12, 2026*

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (14)

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema Document *

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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 *

__________________________

*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.

(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 December 20, 2021 and incorporated herein by reference.

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

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

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

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

(9)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.

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

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

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

(13)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.

(14)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.

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

(16)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.

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

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

(19)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.

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

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

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

(23)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and incorporated herein by reference.

(24)Previously filed as an exhibit to the Current Report on Form 8-K on September 5, 2025 and incorporated herein by reference.

(25)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference.

(26)Previously filed as an exhibit to the Current Report on Form 8-K on November 18, 2025 and incorporated herein by reference.

(27)Previously filed as an exhibit to the Current Report on Form 8-K on January 22, 2026 and incorporated herein by reference.

(28)Previously filed as an exhibit to the Current Report on Form 8-K on May 5, 2025 and incorporated herein by reference.

(c)No financial statement schedules are included because the information is either provided in the financial statements or is not required under the related instructions or is inapplicable and such schedules therefore have been omitted.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By: /s/ John L. Villano

John L. Villano, CPA

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 12, 2026:

Signature Title

/s/ John L. Villano Chairman, Chief Executive Officer and President

John L. Villano, CPA (Principal Executive Officer)

/s/ Jeffery C. Walraven Executive Vice President and Chief Financial Officer

Jeffery C. Walraven (Principal Accounting and Financial Officer)

/s/ Leslie Bernhard Director

Leslie Bernhard

/s/ Arthur L. Goldberg Director

Arthur L. Goldberg

/s/ Brian A. Prinz Director

Brian A. Prinz

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INDEX TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID 23) F-2

Consolidated Financial Statements:

Consolidated Balance Sheets F-4

Consolidated Statements of Operations F-5

Consolidated Statements of Comprehensive Income (Loss) F-6

Consolidated Statements of Changes in Shareholders’ Equity F-7

Consolidated Statements of Cash Flows F-8

Notes to Consolidated Financial Statements F-10

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Sachem Capital Corp.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sachem Capital Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Collateral Dependent Assets – Individually Evaluated Loans Held for Investment and Real Estate Owned Loans

Critical Audit Matter Description

As discussed in Note 2 and Note 3 of the consolidated financial statements, the Company’s individually evaluated loans held for investment and real estate owned loans (collectively, “collateral dependent assets”) totaled $91.6 million and $16.4 million at December 31, 2025, respectively. The valuation of the collateral dependent assets is management’s primary indicator of a potential credit loss or impairment as of the balance sheet date.

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We identified the valuation of collateral dependent assets as a critical audit matter. Management utilizes certain unobservable Level 3 inputs, such as independent appraisals of the underlying collateral, anticipated market value, property condition, location, and projected income potential to determine the valuation of the collateral dependent assets. Management also evaluates events or changes in circumstances that may indicate that the carrying amount may not be recoverable. The valuation is material to the financial statements and there is a high level of judgment and estimation uncertainty in determining the fair values.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to this critical audit matter included the following, among others:

•Evaluating the appropriateness of management’s methodology, including whether qualitative considerations were appropriately designed to identify material adjustments not already incorporated in the valuation estimate and whether the methodology was applied consistently in accordance with the management’s policy;

•Testing the completeness and accuracy of data used by management in determining the valuation; and

•Utilizing our internal real estate valuation specialists to assist us in evaluating the reasonableness of the significant market-based assumptions used by management to establish an estimate of the valuation of the collateral dependent assets.

/s/ Baker Tilly US, LLP

Philadelphia, Pennsylvania

March 12, 2026

We have served as the Company’s auditor since 2024.

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SACHEM CAPITAL CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

Years Ended

December 31,

Assets

Investment securities (at fair value) 936 1,517

Loans held for investments, net of allowances for credit losses 363,678 356,571

Loans held for sale (net of valuation allowance of $— and $4,880) — 10,970

Investments in limited liability companies 39,132 53,942

Investments in developmental real estate, net 9,719 14,032

Liabilities and Shareholders' Equity

Liabilities:

Repurchase agreements — 33,708

Accounts payable and accrued liabilities 3,255 4,377

Below market lease intangible — 665

Commitments and contingencies – Note 14

Shareholders’ equity:

Total liabilities and shareholders’ equity $ 460,047 $ 491,976

The accompanying notes are an integral part of these consolidated financial statements.

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SACHEM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Years Ended

December 31,

Interest income from limited liability company investments 4,838 5,127

Interest expense and amortization of deferred financing costs (25,390) (27,798)

Gain (loss) on sale of loans 121 (21,973)

Change in valuation allowance related to loans held for sale 1,014 (4,880)

Other income

Income from limited liability company investments 467 112

Other investment income 141 391

Gain on investment securities 1,566 178

Operating expenses

Compensation and employee benefits (7,661) (6,824)

General and administrative expenses (6,482) (6,841)

Impairment loss on real estate owned (1,060) (492)

Preferred stock dividends (4,472) (4,304)

Net income (loss) attributable to common shareholders 1,836 (43,875)

Basic and diluted earnings (losses) per Common Share $ 0.04 $ (0.93)

The accompanying notes are an integral part of these consolidated financial statements.

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SACHEM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

Years Ended

December 31,

Other comprehensive income (loss):

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

Other comprehensive income (loss) — (316)

Comprehensive income (loss), net 6,308 (39,887)

The accompanying notes are an integral part of these consolidated financial statements.

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SACHEM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands, except share data)

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Shares Amount Shares Amount

Dividends paid on Series A Preferred Stock — — — — — — — (4,304) (4,304)

Dividends paid on Common Shares — — — — — — — (11,364) (11,364)

Issuance of Series A Preferred Stock, net of expenses 6,010 — — — 109 — — — 109

Stock-based compensation, less shares forfeited — — 719,649 1 840 — — — 841

Dividends paid on Series A Preferred Stock — — — — — — — (4,472) (4,472)

Dividends paid on Common Shares — — — — — — — (9,500) (9,500)

The accompanying notes are an integral part of these consolidated financial statements.

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SACHEM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Years Ended

December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Amortization of deferred financing costs 2,202 2,456

Stock-based compensation 840 863

Provision for credit losses related to loans held for investment 3,280 26,928

Change in valuation allowance related to loans held for sale (1,014) 4,880

(Gain) loss on sale of loans (121) 21,973

Impairment loss on real estate owned 1,060 492

Gain on extinguishment of debt (140) —

Gain on investment securities (1,566) (178)

Deferred loan fees revenue 280 (2,697)

Changes in operating assets and liabilities:

Interest and fees receivable, net (191) 2,476

Accounts payable and accrued liabilities (268) 1,041

Advances from borrowers (31) (6,951)

NET CASH PROVIDED BY OPERATING ACTIVITIES 2,662 12,890

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment securities — (7,767)

Proceeds from the sale of investment securities 2,147 43,888

Purchase of interests in limited liability companies (6,447) (18,271)

Proceeds from limited liability companies returns of capital 21,257 7,366

Proceeds from sale of real estate owned 7,511 1,624

Acquisitions of and improvements to real estate owned — (510)

Purchase of property and equipment (162) (77)

Improvements in investment in rental real estate (3,216) (3,025)

NET CASH PROVIDED BY INVESTING ACTIVITIES 29,350 79,910

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments of repurchase agreements (45,401) (11,808)

Repayment of mortgage payable (85) (79)

Dividends paid on Common Shares (9,500) (16,508)

Dividends paid on Series A Preferred Stock (4,472) (4,304)

Proceeds from issuance of Senior Secured Notes 90,000 —

Payment of deferred financing costs (3,653) —

Proceeds from issuance of common shares, net of expenses — 2,049

Repurchase of Common Shares — (1,488)

Proceeds from issuance of Series A Preferred Stock, net of expenses 109 5,706

NET CASH USED IN FINANCING ACTIVITIES (39,154) (87,332)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,142) 5,468

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