Sachem Capital Corp. SACH Form 10-Q filing Q3 FY2025

Page Number

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as ofSeptember30, 2025 (unaudited) and December 31, 2024 1

Condensed Consolidated Statements of Operations for the ThreeandNineMonths EndedSeptember30, 2025 and 2024 (unaudited) 2

Condensed Consolidated Statements of Comprehensive#ifaf21f65236f4e48b1cee6b76ac33931_22Income(Loss)for theThree andNineMonths EndedSeptember30, 2025 and 2024 (unaudited) 3

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the#ifaf21f65236f4e48b1cee6b76ac33931_1099511628395Three andNineMonths EndedSeptember30, 2025 and 2024 (unaudited) 4

Condensed Consolidated Statements of Cash Flows for theNineMonths EndedSeptember30, 2025 and 2024 (unaudited) 6

Notes to Condensed Consolidated Financial Statements (unaudited) 8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Item 3. Quantitative and Qualitative Disclosures about Market Risk 39

Item 4. Controls and Procedures 39

Part II OTHER INFORMATION

Item 6. Exhibits 40

SIGNATURES 44

EXHIBITS

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SACHEM CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

SACHEM CAPITAL CORP.

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

(dollars in thousands, except share data)

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

SACHEM CAPITAL CORP.

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

(dollars in thousands, except share data)

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

The accompanying notes, together with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

1. The Company

Sachem Capital Corp. (the “Company”), a New York corporation, specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. The Company operates its business as one segment. The Company offers short-term (i.e., one to three years), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company makes opportunistic real estate purchases and investments apart from its lending activities.

2. Significant Accounting Policies

The significant accounting policies of the Company, unless further updated below, are consistent with those disclosed in note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 31, 2025.

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. However, in the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K. The balance sheet information as of December 31, 2024 is derived from audited financial statements, but does not include all disclosures required by GAAP. Results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the operating results to be attained in the entire fiscal year or for any subsequent period.

Basis of Presentation and Principles of Consolidation

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases the use of estimates on (a) various assumptions that consider prior reporting results, (b) projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Significant estimates include the provisions for Current Expected Credit Losses ("CECL"), as described in Note 4 below, loans held for sale at fair value and real estate owned.

The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of all subsidiaries in which the Company has control over significant operating, financial and investing decisions of the entity. All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

On March 20, 2025, the Company formed SN Holdings LLC (“SN Holdings”), a wholly owned subsidiary of the Company, for the sole purpose of acting as the borrower under a new revolving credit facility with Needham Bank (the “2025 Needham Credit Facility”). Simultaneously with the execution of the 2025 Needham Credit Facility, the Company terminated and repaid in full the outstanding balance under its previous credit facility with Needham Bank.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

SN Holdings is a variable interest entity (“VIE”) under the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation, as it was established with insufficient equity at risk and does not have independent operations apart from the Company. The Company has determined that it is the primary beneficiary of SN Holdings because it has both (i) the power to direct the activities that most significantly impact SN Holdings’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to SN Holdings, primarily through its role as the guarantor of the 2025 Needham Credit Facility and through its ability to direct all operational and financing decisions. Accordingly, SN Holdings has been consolidated in the Company’s condensed consolidated financial statements.

As of September 30, 2025, SN Holdings had total assets of $90.6 million and total liabilities of $36.0 million, consisting primarily of collateralized mortgage loans and borrowings under the 2025 Needham Credit Facility. The assets of SN Holdings can only be used to settle obligations of SN Holdings and are not available to the Company or its creditors, other than as permitted under the intercompany guaranty and lien release provisions of the 2025 Needham Credit Facility.

On June 11, 2025, Sachem Capital Corporation Holdings, LLC ("Holdings"), an indirect, wholly-owned subsidiary of the Company, consummated a private placement of $100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Agreement"). See Note 11 - Secured Notes Payable. Holdings was formed for the sole purpose of acting as the issuer of the Secured Notes.

Holdings is a VIE under the guidance of FASB ASC 810-10, Consolidation, as it was established with insufficient equity at risk and does not have independent operations apart from the Company. The Company has determined that it is the primary beneficiary of Holdings because it has both (i) the power to direct the activities that most significantly impact Holdings’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to Holdings, primarily through its role as the guarantor of the Secured Notes and through its ability to direct all operational and financing decisions. Accordingly, Holdings has been consolidated in the Company’s condensed consolidated financial statements.

As of September 30, 2025, Holdings had total assets of $206.8 million and total liabilities of $92.6 million, consisting primarily of collateralized mortgage loans and indebtedness evidenced by the Secured Notes. The assets of Holdings can only be used to settle obligations of Holdings and are not available to the Company or its creditors.

3. Fair Value Measurement

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

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

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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

The following table presents the carrying amounts and fair values of financial instruments at September 30, 2025 and December 31, 2024:

Loans held for investment, net/Loans held for sale, net/Real estate owned, net (Level 3): The Company utilizes third-party appraisals of collateral in determining the fair value of the underlying asset, with unobservable inputs of appraised value adjustments made by management for qualitative factors such as economic conditions and estimated liquidation expenses. The Company estimates liquidation as a selling cost percentage in connection with the asset, which typically ranges from 1-8%.

Impact of Fair Value of Available-for-sale Securities on Other Comprehensive Income

The following table presents the impact of the Company’s AFS securities - debt securities on its Other Comprehensive Income (“OCI”) for the three and nine months ended September 30, 2025 and 2024:

As of September 30, 2025 and December 31, 2024, the Company did not hold any debt securities.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

4. Loans and Allowance for Credit Losses

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

Loans held for investment

As of September 30, 2025 and December 31, 2024, the Company had 119 and 157 loans held for investment, respectively.

As of September 30, 2025 and December 31, 2024, the Company had direct reserves on outstanding principal for loans held for investment of $5.5 million and $13.3 million, respectively.

Loans held for sale

The Company offers mortgage notes receivable to be sold in real estate capital markets. The Company does not originate loans with the intent to designate them as loans held for sale. Nevertheless, as of September 30, 2025, the Company had designated seven loans as held for sale. These seven loans had a gross outstanding principal balance of $9.4 million and an aggregate valuation allowance of $0.6 million based on the lower of cost or market value. As of December 31, 2024, the Company had designated 11 loans as held for sale. These loans had a gross outstanding principal balance of $15.9 million and an aggregate valuation allowance of $4.9 million based on the lower of cost or market value. As of both September 30, 2025 and December 31, 2024, such loans were on non-accrual status and pending foreclosure.

The following table presents relevant data relating to the Company's loans held for sale as of September 30, 2025:

Loan portfolio

As of September 30, 2025 and December 31, 2024, loans held for investment on non-accrual status had an outstanding principal balance of $104.1 million and $87.1 million, respectively. The non-accrual loans are inclusive of loans pending foreclosure. The following table summarizes the Company’s loan portfolio by past due status:

As of September 30, 2025, the Company’s mortgage loan portfolio includes loans with stated interest rates ranging from 7.0% to 15.0%. The default interest rate is generally 18.0%, but could be more or less depending on state usury laws and other considerations deemed relevant by the Company.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

As of September 30, 2025 and December 31, 2024, the Company had one borrower representing 13.4% and 14.0% of the outstanding mortgage loan portfolio, or $50.4 million and $55.0 million, respectively. These loans are included in our nonperforming loan portfolio.

The following table presents the Company’s loans held for investment portfolio by geographical location as of September 30, 2025 and December 31, 2024:

The following tables present the carrying value of the Company’s loans held for investment portfolio based on credit quality indicators in assessing estimated credit losses and vintage of origination at the dates indicated:

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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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

Loan modifications made to borrowers experiencing financial difficulty

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

As of September 30, 2025, the Company had commitments to lend additional amounts totaling approximately $6.8 million to borrowers experiencing financial difficulty. During the nine months ended September 30, 2025, the

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Company modified the interest rate on thirteen loans with an outstanding principal balance of $30.4 million. The change in the rate was due to taking the loan off default rate.

The following table presents the performance of loans that have been modified in the last 12 months to borrowers experiencing financial difficulty. Of the loans that were modified in the last 12 months to borrowers experiencing financial difficulty, one loan defaulted during the period.

Deferred loan fees

As of September 30, 2025 and December 31, 2024, the Company had $2.4 million and $2.0 million, respectively, of deferred loan fee revenue relating to loans held for investment. There were no such deferred fees for loans held for sale as of September 30, 2025 and December 31, 2024.

Allowance for credit losses

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the three months ended September 30, 2025:

The following table presents the financial statement line items that are impacted by the allowance for credit losses for the nine months ended September 30, 2025:

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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

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

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the three months ended September 30, 2025:

The following table presents charge-offs on loan principal related to loans held for investment by fiscal year of origination for the nine months ended September 30, 2025:

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

5. Investment in Developmental Real Estate, net

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

During the three and nine months ended September 30, 2025, the Company acquired a developmental property for $1.5 million and transferred two land parcels carried at an aggregate value of $4.3 million from real estate owned to investments in developmental real estate. There were no such acquisitions or transfers during the three and nine months ended September 30, 2024.

For the nine months ended September 30, 2025 and 2024, depreciation and amortization expense related to developmental real estate was $0.1 million and $0.1 million, respectively, which is presented in other expenses on the Company’s Condensed Consolidated Statements of Operations. Tenant improvements and other intangibles associated with the tenant began amortizing upon commencement of the lease that occurred in February 2025. Amortization related to tenant improvements and intangibles was $71,000 for the nine months ended September 30, 2025 compared to no such amortization for the nine months ended September 30, 2024.

Additionally, the Company leases space to a tenant under an operating lease. The lease provides for the payment of fixed base rent payable monthly in advance and periodic step-ups in rent over the term of the lease and a pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. The lease also provides for free rent and a tenant improvement allowance of $2.7 million. The lease commenced February 2025 with a cash rent abatement period of 425 days.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

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

The Company acquired one property in investment in developmental real estate that was subject to an in place lease during 2023. In the purchase price allocation, the Company recorded an acquired below market lease intangible of $0.7 million. The estimated annual amortization of the below market lease intangible is $0.1 million per year.

6. Real Estate Owned (“REO”)

Property acquired through foreclosure are included on the Condensed Consolidated Balance Sheets as real estate owned and further categorized as held for sale or held for rental, described in detail below.

As of September 30, 2025 and December 31, 2024, real estate owned, net totaled $18.9 million and $18.6 million, respectively. During the nine months ended September 30, 2025, the Company recorded an impairment loss on real estate owned of $0.2 million compared to an impairment loss of $0.5 million for the year ended December 31, 2024, which is considered a Level 3 non-recurring fair market value adjustment.

The following table presents the Company’s REO activity during the nine months ended September 30, 2025:

As of September 30, 2025, REO included $0.8 million of real estate held for rental and $18.1 million of real estate held for sale. As of December 31, 2024, REO included $0.8 million of real estate held for rental and $17.8 million of real estate held for sale.

Properties Held for Sale

During the nine months ended September 30, 2025, the Company sold ten properties held for sale and recognized a loss on sale of $0.2 million. In addition, the Company transferred two properties held for sale to investments in developmental real estate carried at an aggregate value of $4.3 million. During the nine months ended September 30, 2024, the Company sold eleven property held for sale and recognized a gain on sale of $0.3 million. There were no properties

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

transferred from held for sale to investments in developmental real estate during the three and nine months ended September 30, 2024. Such sales are included in gain on sale of real estate owned and property and equipment, net on the Company’s Condensed Consolidated Statements of Operations.

Properties Held for Rental

As of September 30, 2025 and December 31, 2024, one property, a commercial building, was held for rental. The tenant signed a 5-year lease that commenced on August 1, 2021.

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

7. Property and Equipment, net

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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

8. Other Assets

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

The estimated annual amortization of acquired in-place lease intangible is $57,000 per year. The estimated annual amortization of deferred leasing costs is $39,000 per year.

9. Lines of Credit, Mortgage Payable and Churchill Facility

Line of Credit – Needham Bank

The Company has maintained a Credit and Security Agreement (the “Credit Agreement”) with Needham Bank, a Massachusetts co-operative bank, as the administrative agent (“Needham”) for the lenders party thereto (the “Lenders”) with respect to revolving credit facility (“Needham Credit Facility”) with commitments of $50.0 million and $65.0 million, subject to borrowing base limitations and covenant compliance, at September 30, 2025 and December 31, 2024, respectively.

On March 20, 2025, the Company entered into a new Credit Agreement with Needham, replacing the prior Needham Credit Facility, which was fully repaid and terminated on the same date. The 2025 Needham Credit Facility matures on March 2, 2026, and includes an option to extend the term by one year upon satisfaction of certain conditions. Under the new agreement, SN Holdings, a wholly owned subsidiary of the Company, serves as the borrower, and the Company serves as guarantor of all obligations. The 2025 Needham Credit Facility is secured by a first priority lien on all the assets of SN Holdings, and includes a requirement that SN Holdings maintain assets equal to at least two times the outstanding principal balance under the facility. In addition, SN Holdings is required to collaterally assign to Needham a portfolio of mortgage loans with an outstanding principal balance of no less than the greater of $30.0 million or the full drawn balance on the facility. The Company, as guarantor, has also granted Needham a blanket lien on substantially all of its assets, with the ability to request lien releases to facilitate other financings. The 2025 Needham Credit Facility, at the subsidiary borrower level, is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements, including a covenant that requires SN Holdings to maintain: (A) a ratio of Adjusted EBITDA (as defined in the Credit Agreement) to Debt Service (as defined in the Credit Agreement) of not less than 1.40 to 1.0, tested on a trailing-twelve-month basis at the end of each fiscal quarter; (B) a sum of cash, cash equivalents (at the consolidated guarantor level) and availability under the facility equal to or greater than $10 million; and (C) an Asset Coverage Ratio (as defined) of at least 150%.

As of September 30, 2025 and December 31, 2024, the total outstanding principal balances on the respective Needham Credit Facilities were $32.7 million and $40.0 million, respectively, with interest rates of 7.00% and 7.25%, respectively.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Loans under the 2025 Needham Credit Facility accrue interest at the greater of (i) the annual rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal minus one-quarter of one percent (0.25%), and (ii) four and one-half percent (4.50%). Interest is paid monthly. All outstanding revolving loans and accrued but unpaid interest are due and payable on the maturity date. As of September 30, 2025, SN Holdings had $90.6 million of assets pledged to Needham.

The Company was in compliance with all facility covenants as of September 30, 2025.

Mortgage Payable – New Haven Bank

The Company has financed its headquarters property located at 568 East Main Street, Branford, Connecticut with an adjustable-rate first lien non-recourse mortgage loan from New Haven Bank in the original principal amount of $1.7 million (the “NHB Mortgage”). The NHB Mortgage accrues interest at an initial rate of 5.75% per annum for the first 60 months. The interest rate will be adjusted on each of March 1, 2028, and March 1, 2033, to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75%. Beginning on April 1, 2023, and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the NHB Mortgage are amortized based on a 20-year amortization schedule. Over the next five years, the Company is scheduled to make principal payments of approximately $50,000 to $64,000 annually. The unpaid principal amount of the loan and all accrued and unpaid interest are due and payable in full on March 1, 2038.

As of September 30, 2025 and December 31, 2024, the total outstanding principal balance on the NHB Mortgage was $0.9 million and $1.0 million, respectively.

Churchill MRA Funding I LLC Repurchase Financing Facility

On July 21, 2021, the Company consummated a $200 million master repurchase financing facility (“Churchill Facility”) with Churchill MRA Funding I LLC (“Churchill”), a subsidiary of Churchill Real Estate, a vertically integrated real estate finance company based in New York, New York. The Company uses the proceeds from the Churchill Facility to finance the continued expansion of its lending business and for general corporate purposes. Under the terms of the Churchill Facility, the Company has the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill has the right, but not the obligation, to purchase those loans. In addition, the Company has the right and, in some instances the obligation, to repurchase those loans from Churchill. The amount that Churchill will pay for each mortgage loan it purchases will vary based on the attributes of the loan and various other factors. The repurchase price is calculated by applying an interest factor, as defined, to the purchase price of the mortgage loan. The Company has also pledged the mortgage loans sold to Churchill to secure its repurchase obligation. The cost of capital under the Churchill Facility is equal to the sum of (a) the greater of (i) 0.25% and (ii) the 90-day SOFR (which replaced the 90-day LIBOR) plus (b) 3%-4%, depending on the aggregate principal amount of the mortgage loans held by Churchill at that time. As of September 30, 2025 and December 31, 2024, the effective interest rate charged under the facility was 8.33% and 8.69%, respectively.

The Churchill Facility is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements. Under one such covenant, the Company (A) is prohibited from (i) paying any dividends or making distributions in excess of 90% of its taxable income, (ii) incurring any indebtedness or (iii) purchasing any of its capital stock, unless, it has an asset coverage ratio of at least 150%; and (B) must maintain unencumbered cash and cash equivalents in an amount equal to or greater than 2.50% of the amount of its repurchase obligations. Churchill has the right to terminate the Churchill Facility at any time upon 180 days prior notice to the Company. The Company then has an additional 180 days after termination to repurchase all the mortgage loans held by Churchill.

The Company was in compliance with all facility covenants as of September 30, 2025.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

The following table presents the outstanding balances under the Churchill Facility:

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

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

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

10. Unsecured Notes Payable

At September 30, 2025, the Company had an aggregate of $173.3 million of unsecured, unsubordinated notes payable outstanding, net of deferred financing costs (collectively, the “Notes”). At September 30, 2025, the Company had four series of Notes outstanding:

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

(ii)Notes having an aggregate principal amount of $51.8 million bearing interest at 6.0% per annum and maturing March 30, 2027 (the “March 2027 Notes”);

(iii)Notes having an aggregate principal amount of $29.7 million bearing interest at 7.125% per annum and maturing June 30, 2027 (the “June 2027 Notes”); and

(iv)Notes having an aggregate principal amount of $40.1 million bearing interest at 8.00% per annum and maturing September 30, 2027 (the “September 2027 Notes”).

The Notes were sold in underwritten public offerings, were issued in denomination of $25.00 each and are listed on the NYSE American and trade under the symbols “SCCD,” “SCCE,” “SCCF” and “SCCG,” respectively. All the Notes were issued at par. Interest on the Notes is payable quarterly on each March 30, June 30, September 30 and December 30 that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90% of its taxable income, incurring any additional indebtedness or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150% after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company was in compliance with all

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

debt covenants as of September 30, 2025. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after their second anniversary of issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. Currently, all the Notes are callable at any time.

The Company repaid in full the unsecured notes payable having an aggregate principal amount of $56.3 million which bore interest at 7.75% per annum when they matured on September 30, 2025. These notes previously traded on the NYSE American under the symbol "SCCC".

During the three months ended September 30, 2025, the Company repurchased and cancelled $0.6 million of unsecured notes payable for $0.5 million, resulting in a $0.1 million gain on extinguishment of debt which is included in other income in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2025.

The following table presents the future principal payments on the notes payable as of September 30, 2025:

The following table presents the estimated amortization of the deferred financing costs as of September 30, 2025:

11. Senior Secured Notes Payable

On June 11, 2025, Holdings, an indirect, wholly-owned subsidiary of the Company, consummated a private placement of $100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty Agreement (the "Senior Secured Note Purchase Agreement"). An initial draw of $50.0 million was made at closing, an additional draw of $40.0 million was made in September 2025, and the remaining $10.0 million may be drawn at any time on or prior to May 15, 2026. The Senior Secured Notes bear interest at a fixed rate of 9.875% per annum, with interest only payable quarterly on the 1st day of March, June, September and December, and include a commitment fee of 1.0% on the undrawn portion of the Senior Secured Notes. The Company paid an approximately $1.5 million original issue discount on the $100.0 million aggregate principal amount which is part of the $3.6 million of deferred financing costs recorded related to the Senior Secured Notes. The deferred financing costs will be amortized over the five year term of the Senior Secured Notes using the effective interest method and amortization by year is as follows: 2025 - $164,000, 2026 - $609,000, 2027 - $718,000, 2028 - $804,000, 2029 - $894,000, and 2030 - $401,000.

The Senior Secured Notes allow optional prepayment subject to a declining make-whole amount during the first three years, a declining prepayment premium in the fourth year, and then no make-whole payment or prepayment premium after the fourth year through maturity. Upon a change of control, holders of the Senior Secured Notes have the right to

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

prepayment, if accepted, at 101% of the outstanding principal. The Senior Secured Note Purchase Agreement contains affirmative and negative covenants customary for similar secured debt instruments, including minimum asset coverage ratio; leverage and liquidity requirements; restrictions on additional indebtedness, asset sales, and distributions under certain conditions; and maintenance of REIT status by the Company. The Company was in compliance with all debt covenants as of September 30, 2025.

The Senior Secured Note Purchase Agreement includes customary events for similar secured debt instruments. Payment of the amounts due on the Senior Secured Notes is fully and unconditionally guaranteed by the Company and Sachem Capital Corporation Intermediate, LLC, a wholly-owned subsidiary of the Company.

12. Accounts Payable and Accrued Liabilities

The table below presents the Company's accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024:

13. Fee Income from Loans

The table below presents the Company's fee income from loans for the three and nine months ended September 30, 2025 and 2024:

14. Commitments and Contingencies

Unfunded Commitments

At September 30, 2025, the Company had future funding obligations on loans held for investment totaling $47.3 million and obligations relating to investments in limited liability companies totaling $2.4 million, which can be drawn by the borrowers when the conditions relating thereto have been satisfied. The unfunded commitments will be funded from loan payoffs and additional drawdowns under existing and future credit facilities and proceeds from sale of debt and equity securities. The Company’s unfunded commitments are subject to accounting rules relating to allowances for credit losses. (See Note 4 – Loans and Allowance for Credit Losses for further details.)

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Litigation

The Company is subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its condensed consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to the Company and involves elements of judgment and significant uncertainties. While the Company does not believe that the outcome of pending or threatened litigation or other matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Company to incur additional expenses, which could be significant, and possibly material, to the Company’s results of operations in any future period.

Other

In the normal course of its business, the Company is named as a party-defendant in connection with tax foreclosure proceedings against properties on which it holds a first mortgage lien. The Company actively monitors these actions and, in all cases, believes there remains sufficient value in the subject property to assure that no loan impairment exists. At September 30, 2025, there was one such property. The unpaid principal balance of the loan secured by the property that is subject to these proceedings was $0.3 million. In comparison, at December 31, 2024, two properties securing loans in the Company's portfolio were subject to foreclosure proceedings. These loans had an aggregate unpaid principal balance of $1.9 million.

15. Related Party Transactions

In the ordinary course of business, the Company may originate, fund, manage and service loans to shareholders. The underwriting process on these loans adheres to prevailing Company policy. The terms of such loans, including the interest rate, income, origination fees, and other closing costs are the same as those applicable to loans made to unrelated third parties in the portfolio. As of September 30, 2025, and December 31, 2024, loans to known shareholders totaled $20.1 million and $17.2 million, respectively, which is included in loans held for investment, net in the Company’s accompanying Condensed Consolidated Balance Sheets. Of these amounts, $20.1 million and $17.0 million, respectively, were loaned to an entity owned by the Company’s Senior Vice President of Asset Management and Vice President of Asset Management. All such loans are performing. Interest income earned on all related party loans for the three and nine months ended September 30, 2025 totaled $0.3 million and $0.8 million, respectively. Interest income earned on all related party loans for the three and nine months ended September 30, 2024 totaled $0.3 million and $1.0 million, respectively.

In December 2021, the Company hired the daughter of its chief executive officer to perform certain internal audit and compliance services. For the three and nine months ended September 30, 2025, she received compensation of $44,683 and $148,540, respectively. For the three and nine months ended September 30, 2024, she received compensation of $37,500 and $112,292, respectively.

16. Stock-Based Compensation and Employee Benefits

Stock-Based Compensation

On October 27, 2016, the Company adopted the 2016 Equity Compensation Plan (the “Plan”), the purpose of which is to align the interests of the Company’s officers, other employees, advisors and consultants or any subsidiary, if any, with those of the Company’s shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on the Company’s behalf and to promote the success of the Company’s business. The Plan was administered by the Company's Compensation Committee (the "Compensation

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Committee"). The maximum number of the Company's common shares, par value $0.001 per share (the "Common Shares") reserved for the grant of awards under the Plan was 1,500,000, subject to adjustment as provided in Section 5 of the Plan. The number of shares issuable to any one individual in a plan year was also limited to 100,000 shares, subject to adjustment as provided for in the Plan.

On July 9, 2025, the Company adopted the 2025 Omnibus Incentive Plan (the "2025 Plan"), which replaced the Plan. The purpose of the 2025 Plan is consistent with that of the Plan and the maximum number of Common Shares reserved for grant of awards under the 2025 Plan is 2,936,762. The number of securities remaining available for future issuance under the 2025 Plan as of September 30, 2025 was 2,553,447.

During the nine months ended September 30, 2025 and 2024, the Company granted an aggregate of 1,150,983 and 212,857, respectively, restricted Common Shares under the 2025 Plan and the Plan. Of the 1,150,983 shares granted during the nine months ended September 30, 2025, a grant of 420,168 shares was rescinded immediately after the grant as discussed further below.

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

Subsequent to the Compensation Committee's action on March 10, 2025, authorizing the issuance of 420,168 Common Shares, subject to certain restrictions, to John L. Villano under the Plan, the Company realized that the grant exceeded the 100,000 share limit on grants to any single individual in any one year set forth in the Plan by 320,168 shares. In addition, upon further investigation, the Company determined that restricted stock grants made to Mr. Villano with respect to calendar years 2023 and 2024, exceeded the Plan's 100,000 share limit by 30,890 and 11,857 shares, respectively. Thus, in the aggregate, 362,915 restricted shares were issued in excess of Plan limitations. All such shares were unvested and subject to restriction. In an immediate full and in excess of necessary remediation of this matter, on March 24, 2025, the Compensation Committee rescinded the March 10, 2025 award to Mr. Villano ab initio. No other over issuances have been identified and no applicable adjustment have been identified.

Stock-based compensation for the three and nine months ended September 30, 2025 was $0.2 million and $0.6 million, respectively. Stock-based compensation for the three and nine months ended September 30, 2024 was $0.2 million and $0.7 million, respectively. As of September 30, 2025, there was unrecognized stock-based compensation expense of $0.9 million.

Employee Benefits

On April 16, 2018, the Company’s Board of Directors approved the adoption of the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees, who meet the participation criteria, are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3% of a participant’s compensation to the 401(k) Plan on behalf of an employee-participant. For the three and nine months ended September 30, 2025, the 401(k) Plan expense was $27,156 and $87,304, respectively, and for the three and nine months ended September 30, 2024, the 401(k) Plan expense was $24,762 and $100,223, respectively, which is included within compensation and employee benefits in the accompanying Condensed Consolidated Statements of Operations.

17. Equity

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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

All the other terms of the ATM Offering remained the same. In February 2025, the effectiveness of the S-3 Registration Statement expired and, as a result, the ATM Offering terminated. During the nine months ended September 30, 2025, the Company did not sell any shares under the ATM Offering.

In October 2022, the Board adopted a stock repurchase plan (the “Original Repurchase Plan”), pursuant to which the Company may repurchase up to an aggregate of $7.5 million of its Common Shares. Under the Original Repurchase Plan, share repurchases were made from time to time on the open market at prevailing market prices or in negotiated transactions off the market in accordance with applicable federal securities laws, including Rule 10b-18 and 10b5-1 of the Exchange Act. The Original Repurchase Plan expired on October 9, 2024.

Effective on October 10, 2024, the Board replaced the Original Repurchase Plan with a new stock repurchase plan (the “New Repurchase Plan”). Under the New Repurchase Plan, the Company may repurchase up to an aggregate of $5,802,959 (the amount remaining under the Original Purchase Plan) of Common Shares and share repurchases will be made from time to time on the open market at prevailing market prices in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.

18. Earnings (Losses) Per Share

Basic and diluted earnings (losses) per share are calculated in accordance with FASB ASC 260 (Earnings Per Share). Under FASB ASC 260, basic earnings per share is computed by dividing net income (loss) available to the common shareholders by the weighted-average number of Common Shares outstanding for the period. The computation of diluted earnings (losses) per share is similar to basic earnings (losses) per share, except that the denominator is increased to include the potential dilution from our unvested restricted stock awards that contain non-forfeitable rights to dividends so therefore deemed to participating securities for Common Shares using the treasury stock method. The numerator in calculating both basic and diluted earnings (losses) per Common Share for each period is the reported net income (loss) available to common shareholders.

For the three and nine months ended September 30, 2025, the Company had basic and diluted weighted average Common Shares outstanding of 46,902,151 and 46,854,457, respectively, resulting in basic and diluted (loss) earnings per Common Share of $0.00 and $0.01, respectively. For the three and nine months ended September 30, 2024, the Company had basic and diluted weighted average Common Shares outstanding of 47,339,635 and 47,390,113, respectively, resulting in basic and diluted loss per Common Share of $(0.13) and $(0.14), respectively.

19. Limited Liability Company (“LLC”) Investments

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

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Shem Creek (“Shem”)

For the three and nine months ended September 30, 2025, the Shem LLC investments generated $1.1 million and $4.1 million, respectively, of income for the Company. For the three and nine months ended September 30, 2024, the Shem LLC investments generated $1.5 million and $3.9 million, respectively, of income for the Company.

At September 30, 2025, the Company had unfunded commitments totaling $2.4 million to the Shem LLC entities. In October 2025, we funded $0.7 million of this commitment to the Shem LLC entities.

Cordo CLT Investors LLC

In September 2024, the Company, through its wholly owned subsidiary Urbane Capital, LLC, acquired a 21.6% interest in Cordo CLT Investors LLC for a one time contribution of $2.5 million. As of September 30, 2025 and December 31, 2024, the Company held 7.2% of total common member equity. This entity was formed for the sole purpose of developing a commercial multifamily property in Charlotte, North Carolina. The Company anticipates the project construction to be completed by the end of 2026, with monetization of the Company's investment in the first half of 2028 upon rent stabilization of the project.

20. Income Taxes

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

The Company has elected, and may elect in the future, to treat certain of its existing or newly created corporate subsidiaries as TRSs. In general, a TRS may hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in federal and state income tax liability for these entities. For the three and nine months ended September 30, 2025, the Company’s TRSs recognized provisions for federal and state income tax of $0 and $0, respectively, and for the three and nine months ended September 30, 2024, the Company’s TRSs recognized provisions for federal and state income tax of $0 and $0.2 million, respectively,which is represented in other expenses on the Company’s Condensed Consolidated Statements of Operations.

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

FASB ASC Sub-Topic 740-10 “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and disclosure required. Under this standard, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024.

SACHEM CAPITAL CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

21. Subsequent Events

The Company evaluated subsequent events from October 1, 2025 until the condensed consolidated financial statements were available to be issued. Based on the evaluation, no adjustments were required in the accompanying condensed consolidated financial statements.

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

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

Company Overview

Sachem Capital Corp., a New York corporation, established in 2010 and completing an initial public offering in 2017, is a self-managed REIT that specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. We operate our business as one segment. We offer short-term (i.e., one to three years), secured, non-bank loans to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the northeastern and southeastern sections of the United States. The properties securing our loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. Our primary underwriting criteria is a conservative loan to value ratio. In addition, we may make opportunistic real estate purchases and investments apart from our lending activities.

Critical Accounting Policies and Use of Estimates

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

Revenue Recognition

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

CECL Allowance

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

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

Loans held for sale

Loans are classified as held for sale if there is an intent to sell in the near-term. These loans are recorded at the lower of amortized cost or fair value. If the fair value of a loan is determined to be less than its amortized cost, a non-recurring fair value adjustment will be recorded through a valuation allowance. When a loan is transferred to the held for sale category, any previously recorded allowance for credit losses is reversed in the provision for credit losses related to loans and the loan is recorded at its amortized cost basis. If the amortized cost basis exceeds the loan’s fair value at the date of transfer, a valuation allowance equal to the difference between amortized cost basis and fair value is recorded.

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 Condensed Consolidated Statements of Operations.

Our Loan Portfolio

The following table presents certain information regarding our real estate lending activities for the three and nine months ended September 30, 2025:

(1) Includes default interest.

(2) Does not give effect to extensions.

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

As of September 30, 2025, the primary markets in which we were exposed were Connecticut, Florida, Massachusetts and New York. The following table presents our loans held for investment by state as of September 30, 2025:

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

The following table presents additional information regarding the types of properties securing loans held for investment as of September 30, 2025 and December 31, 2024:

Allowance for Credit Losses

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

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

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

Real Estate Owned

As of September 30, 2025, we owned 19 properties, each of which previously served as collateral for first mortgage loans. Six and ten properties were acquired during the three and nine months ended September 30, 2025, respectively, in connection with foreclosure actions. Four and ten properties were sold during the three and nine months ended September 30, 2025, respectively. Two properties were transferred from real estate owned to investment in developmental real estate during the three and nine months ended September 30, 2025.

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

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

Results of Operations

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

Total revenues

The change in revenue was primarily due to the cumulative effect of materially lower net new origination over the last twelve months, resulting in a reduction in the unpaid principal balance of loans held for investment, in addition to a currently elevated amount of nonperforming loans and real estate owned. Utilizing the average performing loans held for investment balance for the three months ended September 30, 2025 of $268.1 million, the effective interest rate on loans held for investment was 12.4% for the three months ended September 30, 2025. Comparatively, utilizing the average performing loans held for investment balance for the three months ended September 30, 2024 of $361.7 million, the effective interest rate on loans held for investment was 12.6% for the three months ended September 30, 2024.

Income from limited liability company investments has decreased as we have reduced our investments in limited liability companies by $12.8 million since December 31, 2024. The Company used returns of capital from its investments in limited liability companies to fund additional loans held for investment during the period.

Operating expenses

Interest and amortization of deferred financing costs remained relatively consistent with the corresponding 2024 period in total dollars, but increased as a percentage of total revenues due to lower revenues in 2025 as the overall size of our loan portfolio decreased and nonperforming loans as a percentage of the loan portfolio increased.

The increase in compensation and employee benefits relates to one time cash bonuses of $0.4 million and additional headcount to build out the executive team due to the resignation of the prior chief financial officer and the hiring of his replacement and a new chief accounting officer.

The material decline in the provision for credit losses related to loans held for investment for the three months ended September 30, 2025 as compared to the corresponding 2024 period is a result of the prior year build up and recognition of credit loss allowance as the aggregate non-performing loan balances were rising materially. The aggregate non-performing loan balance as of September 30, 2024 was $147.0 million, up $62.4 million from the December 31, 2023 balance of $84.6 million. As the Company has been addressing the non-performing loan portfolio for the last year through certain loan sales primarily during the fourth quarter of 2024, ongoing foreclosure sales and conversions to real estate owned with subsequent sale, material additional new material credit loss allowance has not been required.

Book value per common share

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

The decrease in book value per common share is primarily due to cash dividends declared and paid for the three months ended September 30, 2025 on issued and outstanding common shares and shares of Series A Preferred Stock totaling $3.5 million, or $0.07 per common share, partially offset by net income for the three months ended September 30, 2025 of $1.0 million, or $0.02 per common share.

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Total revenues

The change in revenue was primarily due to the cumulative effect of materially lower net new origination over the last twelve months, resulting in a reduction in the unpaid principal balance of loans held for investment, in addition to a currently elevated amount of nonperforming loans and real estate owned. Utilizing the average performing loans held for investment balance for the nine months ended September 30, 2025 of $271.6 million, the effective interest rate on loans held for investment rate was 11.6% for the nine months ended September 30, 2025. Comparatively, utilizing the average performing loans held for investment balance for the nine months ended September 30, 2024 of $385.8 million, the effective interest rate on loans held for investment was 12.4% for the nine months ended September 30, 2024.

Operating expenses

Interest and amortization of deferred financing costs decreased as we paid off $34.5 million of notes payable in December 2024 with proceeds from loans sold, but increased as a percentage of total revenues due to lower revenues in 2025 as the overall size of our loan portfolio decreased and nonperforming loans as a percentage of the loan portfolio increased.

The increase in compensation and employee benefits relates to additional headcount to build out the executive team due to resignation of our former chief financial officer and the hiring of his replacement and a new chief accounting officer.

The material decline in the provision for credit losses related to loans held for investment for the nine months ended September 30, 2025 as compared to the corresponding 2024 period is a result of the prior year build up and recognition of credit loss allowance due to a material increase in the aggregate non-performing loan balances. The aggregate non-performing loan balance as of September 30, 2024 was $147.0 million, up $62.4 million from the December 31, 2023 balance of $84.6 million. As the Company has been addressing the non-performing loan portfolio for the last year through loan sales, primarily during the fourth quarter of 2024, ongoing foreclosure sales and conversions to real estate owned with subsequent sale, material additional new material credit loss allowance has not been required.

Book value per common share

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

The decrease in book value per common share is primarily due to cash dividends declared and paid for the nine months ended September 30, 2025 on issued and outstanding common shares and Series A Preferred Stock totaling $10.4 million, or $0.22 per common share, partially offset by net income for the nine months ended September 30, 2025 of $3.8 million, or $0.08 per common share.

Liquidity and Capital Resources

Total assets at September 30, 2025 were $484.4 million compared to $492.0 million at December 31, 2024, a decrease of $7.6 million, or 1.5%. The net decrease was due primarily to decreases in cash and cash equivalents of $6.9 million and investments in limited liability companies of $12.8 million offset by increases in loans held for investment, net of $5.2 million and real estate owned of $4.6 million. The Company used returns of capital from its investments in limited liability companies to fund additional loans held for investment during the period.

Total liabilities at September 30, 2025 were $308.8 million compared to $310.3 million at December 31, 2024, a decrease of $1.5 million, or 0.5%. This decrease is primarily due to decreases in notes payable of $55.5 million, repurchase agreements of $25.9 million, and lines of credit of $7.3 million offset by a $86.4 million increase in senior secured notes payable net of deferred financing costs of $3.6 million. The Company used the proceeds from sale of its senior secured notes to reduce other indebtedness.

Total shareholders’ equity at September 30, 2025 was $175.6 million compared to $181.7 million at December 31, 2024, a decrease of $6.0 million, or 3.3%. This decrease was due primarily to an aggregate increase of $10.5 million of dividends paid to holders of Series A Preferred Stock and common shares, which was partially offset by an aggregate increase of $3.8 million of cumulative net earnings for the nine month period and $0.6 million increase in additional paid-in capital related to stock-based compensation.

Sources and Uses of Funds

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

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

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

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

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

On March 20, 2025, we entered into a new Credit Agreement with Needham Bank (the "New Credit Agreement"), replacing the prior Needham Credit Facility, which was fully repaid and terminated on the same date. The new facility matures on March 2, 2026, and includes an option to extend the term by one year upon satisfaction of certain conditions. Under the new agreement, SN Holdings LLC (“SN Holdings”), our wholly owned subsidiary, serves as the borrower, and we serve as guarantor of all SN Holdings' obligations under the New Credit Agreement. The new facility is secured by a first priority lien on all the assets of SN Holdings, and includes a requirement that SN Holdings maintain assets equal to at least two times the outstanding principal balance under the facility. In addition, SN Holdings is required to collaterally assign to Needham a portfolio of mortgage loans with an outstanding principal balance of no less than the greater of $30 million or the full drawn balance on the facility. We, as guarantor, have also granted Needham a lien on substantially all of our assets, with the ability to request lien releases to facilitate other financings. The new facility, at the subsidiary borrower level, is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements, including a covenant that requires SN Holdings to maintain: (A) a ratio of Adjusted EBITDA (as defined in the New Credit Agreement) to Debt Service (as defined in the New Credit Agreement) of not less than 1.40 to 1.0, tested on a trailing-twelve-month basis at the end of each fiscal quarter; (B) a sum of cash, cash equivalents (at the consolidated guarantor level) and availability under the facility equal to or greater than $10 million; and (C) an Asset Coverage Ratio (as defined) of at least 150%. As of September 30, 2025, SN Holdings had borrowed $32.7 million under the new facility and was in compliance with all covenants under the New Credit Agreement.

On June 11, 2025, Sachem Capital Corporation Holdings, LLC ("Holdings"), our indirect, wholly-owned subsidiary, consummated a private placement of $100.0 million aggregate principal amount of Senior Secured Notes due June 11, 2030 (the "Senior Secured Notes") to various institutional investors under a Note Purchase and Guaranty

Agreement. An initial draw of $50.0 million was made at closing, an additional draw of $40.0 million was made in September 2025, and the remaining $10.0 million may be drawn at any time on or prior to May 15, 2026. The Senior Secured Notes bear interest at a fixed rate of 9.875% per annum, with interest only payable quarterly on the 1st day of March, June, September and December, and include a commitment fee of 1.0% on the undrawn portion of the Senior Secured Notes.

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

Recent Accounting Pronouncements

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4. CONTROLS AND PROCEDURES

(a)Evaluation and Disclosure Controls and Procedures

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

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

(b)Changes in Internal Control Over Financial Reporting

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

PART II. OTHER INFORMATION

Item 6. EXHIBITS

Exhibit No. Description

2.1 Form of Amended and Restated Exchange Agreement (1) 3.1 Certificate of Incorporation (1) 3.1(a) Certificate of Amendment to Certificate of Incorporation (1) 3.1(b) Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2) 3.1(c) Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (7) 3.1(d) Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (17) 3.1(e) Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (11) 3.2 Amended and Restated Bylaws, effective as of March 25, 2025 (19) 4.1 Indenture, dated as of June 21, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (3) 4.2 Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate. (7) 4.3 Fourth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (4) 4.4 Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.3 above). 4.5 Fifth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (8) 4.6 Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.5 above) 4.7 Sixth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (20) 4.8 Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.7 above) 4.9 Seventh Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (10) 4.10 Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.9 above) 4.11 Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender (18) 4.12 Note Purchase and Guaranty Agreement, dated June 11, 2025 (21) 10.1** Employment Agreement by and between John L. Villano and Sachem Capital Corp. (1) 10.1(a)** Amendment to Employment Agreement by and between John L. Villano and Sachem Capital Corp. (5) 10.2 Sachem Capital Corp. 2016 Equity Compensation Plan (1) 10.3 Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp. and Churchill MRA Funding I LLC (6) 10.4 Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC. and U.S. Bank National Association (6) 10.5** Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo (9) 10.6 Credit and Security Agreement, dated as of March 20, 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent (18) 10.6(a) Amendment No.1 to the Credit and Security Agreement, dated as of June 9, 2025, among SN Holdings, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (23)

| | |

10.7** Final Form of the Restrictive Stock Grant Agreement dated February 17, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (13) 10.8** Final Form of the Restricted Stock Grant Agreement dated March 19, 2024 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (14) 10.9 Cooperation Agreement, dated August 20, 2024, between Sachem Capital Corp. and Blackwells Capital LLC, Blackwells Onshore I LLC and Jason Aintabi (15) 10.10** Final Form of the Restrictive Stock Grant Agreement dated September 7, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (16) 10.11** Final Form of the Restrictive Stock Grant Agreement dated March 10, 2025 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Arthur Goldberg, Brian Prinz and Jeffery Walraven (19) 10.12 Sachem Capital Corp. 2025 Omnibus Incentive Plan (22) 10.13 Restricted Stock Award Agreement, dated August 11, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and John L. Villano (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) * 10.14** Employment Agreement by and between Jeffery C. Walraven and Sachem Capital Corp. effective as of September 1, 2025 (24) 10.15** Restricted Stock Award Agreement, dated September 3, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and Jeffery C. Walraven (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (24) 31.1 Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act * 31.2 Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act * 32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *** 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *** 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (14) 99.1 Open-End Construction Mortgage, Security Agreement and Assignment of Leases and Rents, dated February 28, 2023, by Sachem Capital Corp., in connection with the New Haven Bank Mortgage refinancing (12) 99.2 Commercial Term Note made by Sachem Capital Corp to New Haven Bank, dated February 28, 2023, in the principal amount of $1,660,000 (attached as Exhibit B to Exhibit 99.1 above) 99.3 Loan Agreement between Sachem Capital Corp. and New Haven Bank, dated as of February 28, 2023 (12) 99.4 Mortgage Release releasing Sachem Capital Corp. from the $1.4 million NHB Mortgage (12) 101.INS XBRL Instance Document * 101.SCH XBRL Taxonomy Extension Schema Document * 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB XBRL Taxonomy Extension Label Linkbase Document * 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*Filed herewith.

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

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

(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.

(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.