Sachem Capital (NYSE: SACH) swings to Q2 loss, outlines $3.4B IRG REIT plan
Rhea-AI Filing Summary
Sachem Capital Corp. reported weaker Q2 2026 results while advancing a pending combination with Industrial Realty Group (IRG). Net loss attributable to common shareholders was $6.5 million, or $0.14 per share, versus net income of $0.8 million, or $0.02 per share, a year earlier. Drivers included a $2.6 million provision for credit losses concentrated in three loans, $2.6 million of transaction expenses related to the IRG contribution, lower fee income, and a narrower net interest margin of 1.9% versus 2.3%.
For the six months ended June 30, 2026, net loss attributable to common shareholders was $13.7 million. Total assets were $472.9 million and total shareholders’ equity was $158.8 million, with book value per common share declining to $2.11 from $2.46 at year end 2025, reflecting losses and $5.1 million of dividends on common and preferred shares.
The company detailed progress on its planned contribution transaction with IRG, under which IRG is expected to contribute 98 industrial properties with gross real estate asset value of $2.9 billion. Together with approximately $473 million of Sachem assets, the combined IRG Realty Trust, Inc. is expected to have an implied enterprise value of about $3.4 billion. IRG reported approximately 9.3 million square feet of new and renewal leases signed through July 31, 2026, representing $44.9 million of Annual Base Rent.
Positive
- Planned IRG combination creates scale – Pending contribution of 98 industrial properties with $2.9 billion gross asset value plus approximately $473 million of Sachem assets is expected to form IRG Realty Trust with an implied enterprise value of about $3.4 billion.
- Strong leasing momentum at IRG portfolio – Approximately 9.3 million square feet of new and renewal leases signed through July 31, 2026, representing $44.9 million of Annual Base Rent, including notable full‑building and park‑filling leases.
Negative
- Shift to material quarterly loss – Q2 2026 net loss attributable to common shareholders was $6.5 million, or $(0.14) per share, versus net income of $0.8 million, or $0.02 per share, in Q2 2025.
- Credit costs and deal expenses pressured results – Provision for credit losses rose to $2.6 million from $0.9 million year over year, and transaction expenses tied to the IRG contribution reached $2.6 million, with additional costs expected until closing.
- Book value per share declined – Book value per common share fell to $2.11 at June 30, 2026 from $2.46 at December 31, 2025, driven by a six‑month net loss of $11.5 million and dividends totaling $0.11 per common share.
Filing Explained
At June 30, cash was $28.819 million against $306.3 million of indebtedness; the IRG transaction was not yet closed.
The company reports second-quarter and six-month results together with an update on the proposed contribution transaction with Industrial Realty Group.
The transaction remains pending: the parties are still preparing pro forma financial statements and the proxy statement, and the asset contribution would occur only upon closing.
At
This release does not state the IRG contribution's share consideration or dilution mechanics; it identifies the forthcoming proxy statement as the document expected to provide additional transaction detail.
The named resolution path is the proxy filing followed by a special shareholder meeting, while the company says additional material transaction costs are expected until closing.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 net loss attributable to common shareholders: $6.5 million
Q2 2026 basic and diluted EPS: $(0.14) per common share
Provision for credit losses, Q2 2026: $2.6 million
+5 more
8 metrics
Q2 2026 net loss attributable to common shareholders
$6.5 million
Second quarter 2026 versus net income of $0.8 million in second quarter 2025
Q2 2026 basic and diluted EPS
$(0.14) per common share
Second quarter 2026 EPS compared with $0.02 per share in second quarter 2025
Provision for credit losses, Q2 2026
$2.6 million
Provision for credit losses related to loans held for investment in second quarter 2026 versus $0.9 million a year earlier
Total assets
$472.9 million
As of June 30, 2026 compared with $460.0 million as of December 31, 2025
Total shareholders’ equity
$158.8 million
As of June 30, 2026 versus $174.9 million as of December 31, 2025
Book value per common share
$2.11
As of June 30, 2026 compared with $2.46 as of December 31, 2025
Implied enterprise value of IRG Realty Trust
approximately $3.4 billion
Expected enterprise value of combined company upon closing of IRG contribution transaction
IRG leases signed and Annual Base Rent
9.3 million sq ft; $44.9 million ABR
New and renewal leases signed in second quarter 2026 through July 31, 2026 at IRG portfolio
Key Terms
Contribution Agreement, Annual Base Rent, net interest margin, Real Estate Investment Trust (REIT), +2 more
6 terms
Contribution Agreement financial
"entered into a definitive contribution agreement under which IRG will contribute"
Annual Base Rent financial
"9.3 million square feet of new and renewal leases were signed, representing $44.9 million of Annual Base Rent"
Annual base rent is the fixed amount a tenant agrees to pay a landlord each year under a lease, excluding extra charges like utilities, taxes, or percentage rent. Think of it as the guaranteed subscription fee a building owner receives annually. Investors care because it provides the predictable portion of property income used to calculate cash flow, value and risk—similar to knowing a business’s steady subscription revenue before variable costs are added.
net interest margin financial
"The Company’s net interest margin was 1.9% for the second quarter, compared to 2.3%"
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
Real Estate Investment Trust (REIT) regulatory
"currently operates and qualifies as a Real Estate Investment Trust (REIT) for federal income tax purposes"
A real estate investment trust (REIT) is a company that owns, operates, or finances income-generating real estate like shopping malls, apartments, or office buildings. Investors buy shares of the REIT, making it easy for people to invest in real estate without buying property themselves, and it often pays regular dividends from the rent it collects.
provision for credit losses financial
"Provision for credit losses related to loans held for investment was $2.6 million"
Provision for credit losses is an amount set aside by a financial institution to cover potential future losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution manage risks and stay financially healthy. For investors, it signals how cautious a lender is about potential loan defaults and can impact the company's profitability and financial stability.
enterprise value financial
"IRGT is expected to have an implied enterprise value of approximately $3.4 billion"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
Earnings Snapshot
Net loss attributable to common shareholders, Q2 2026: $6.5 million
quarter and six months ended June 30, 2026
Net loss attributable to common shareholders, Q2 2026
$6.5 million
compared with net income of $0.8 million for Q2 2025
Basic and diluted EPS, Q2 2026
$(0.14) per common share
compared with $0.02 per common share for Q2 2025
Provision for credit losses, Q2 2026
$2.6 million
compared with $0.9 million for the second quarter of 2025
Book value per common share
$2.11 as of June 30, 2026
compared with $2.46 as of December 31, 2025
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Sachem Capital (SACH) Q2 2026 earnings and EPS?
Sachem reported a Q2 2026 net loss attributable to common shareholders of $6.5 million, or $(0.14) per share. In Q2 2025 it had net income of $0.8 million, or $0.02 per share, marking a significant year‑over‑year deterioration.
How did credit losses affect Sachem Capital (SACH) in Q2 2026?
Provision for credit losses related to loans held for investment was $2.6 million in Q2 2026, up from $0.9 million a year earlier. Three specific loans drove about $2.7 million of loan‑specific provisions, including roughly $0.7 million of charge‑offs tied to a foreclosure.
What is Sachem Capital’s (SACH) planned transaction with Industrial Realty Group?
Sachem and IRG entered a definitive contribution agreement under which IRG will contribute 98 industrial assets with gross real estate asset value of $2.9 billion. Combined with about $473 million of Sachem assets, IRG Realty Trust is expected to have ~$3.4 billion enterprise value.
What dividends did Sachem Capital (SACH) pay on June 30, 2026?
On June 30, 2026, Sachem paid a dividend of $0.484375 per share to holders of its Series A Preferred Stock and $0.01 per share to common shareholders of record as of June 15, 2026, consistent with its REIT distribution requirements.
How is the IRG industrial portfolio performing ahead of the Sachem (SACH) transaction?
IRG signed approximately 9.3 million square feet of new and renewal leases through July 31, 2026, generating $44.9 million in Annual Base Rent. This includes 4.3 million square feet of new leases and key deals that fully leased Shreveport Business Park and a large Merced Cooper building.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Office) | (Zip Code) | |||||||
Registrant's telephone number, including area code (203 ) 433-4736
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2026, Sachem Capital Corp. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three and six month periods ended June 30, 2026.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 99.1 | Press release, dated August 5, 2026, announcing financial results for the three and six month periods ended June 30, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
*****
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sachem Capital Corp. | ||||||||
| Dated: August 6, 2026 | By: | /s/ John L. Villano | ||||||
| John L. Villano, CPA | ||||||||
| President and Chief Executive Officer | ||||||||
EXHIBIT 99.1
Earnings Release - Second Quarter 2026SACHEM CAPITAL REPORTS
SECOND QUARTER 2026 RESULTS
– Provides Update on Pending Asset Contribution Transaction with Industrial Realty Group (IRG) –
– Significant Leases Signed by IRG Representing 9.3 Million Square Feet –
BRANFORD, Conn., August 5, 2026 (GLOBE NEWSWIRE) -- Sachem Capital Corp. (NYSE American: SACH) (“Sachem” or the “Company”), a real estate lender specializing in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property, today announced its financial results for the quarter and six months ended June 30, 2026 and provided an update on the pending asset contribution transaction with Industrial Realty Group (“IRG”).
John Villano, CPA, Sachem’s Chief Executive Officer, commented, “We completed another quarter of taking steps to diligently reposition our loan portfolio while working to progress on the announced combination with Industrial Realty Group. This transformational transaction is expected to deliver an immediate and durable strategic reset for Sachem shareholders upon closing. We believe the combination of IRG's high‑quality, diversified income-producing industrial real estate portfolio, with sizable embedded growth from near‑term occupancy upside and mark to-market opportunities, combined with Sachem's established real estate capital solutions platform, will create long-term value after the transaction is completed.”
Contribution Agreement with Industrial Realty Group Global, LLC
As previously announced, the Company and IRG, a private real estate development and investment firm specializing in the acquisition, development and management of commercial and industrial real estate throughout the United States, entered into a definitive contribution agreement under which IRG will contribute 98 industrial assets (“the Contribution Portfolio”) from its 200-asset portfolio owned by IRG and/or its partners to Sachem, and once completed, the combined company will operate as IRG Realty Trust, Inc. ("IRGT").
Upon closing, IRGT is expected to own 98 industrial properties having a gross real estate asset value of $2.9 billion, plus Sachem's approximately $473 million of total assets in direct and indirect mortgage loans, investments in developmental and owned real estate, and other assets. IRGT is expected to have an implied enterprise value of approximately $3.4 billion, positioning IRGT as a top‑10 publicly listed industrial REIT based on enterprise value. IRGT will focus on mission‑critical industrial infrastructure supporting manufacturing and distribution users. The assets not being contributed will continue to be owned and operated by IRG's existing private business, Industrial Realty Group, LLC.
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Earnings Release - Second Quarter 2026Industrial Realty Group Transaction and Portfolio Update
•Approximately 9.3 million square feet of new and renewal leases were signed, representing $44.9 million of Annual Base Rent (“ABR”) during the second quarter 2026 through July 31, 2026.
•Included in the above, 4.3 million square feet of new leases were signed representing $23.1 million of ABR.
•Notable new leases include 1.8 million square feet at Shreveport Business Park, bringing the park to 100% occupancy, and a full-building lease of approximately 0.5 million square feet at Merced Cooper.
•Sachem and IRG continue to work through the requirements to complete the transaction, including preparation of pro forma financial statements and the filing of the Proxy Statement, which will provide additional detail regarding the portfolio and the transaction.
For additional information on the Contribution Agreement, see the Company's Current Report on Form 8-K filed with the SEC on May 18, 2026.
Portfolio and Asset Management Updates
Coconut Grove, Florida. Subsequent to June 30, 2026, one of the loans to the related-party joint venture was repaid in full following the sale of the underlying Coconut Grove, Florida residence. The residence sold for gross sale proceeds of approximately $7.5 million and generated net sale proceeds of approximately $7.0 million. The Company received approximately $7.0 million in cash to repay the associated loan in full. Of the two remaining residences, one is complete and actively marketed for sale, and the other is expected to be completed and placed on the market during the fourth quarter of 2026.
Vela Cove—Naples, Florida. Through the date of this release, we completed improvements to the common areas of the completed North Building, including the rooftop and pool, and rebranded the project, formerly known as The Nautilus, as Vela Cove. We engaged a new marketing and listing team for the three completed North Building residences and for pre-sales of the four planned South Building residences. We reengaged the South Building architect under a comprehensive agreement covering completion and coordination of the construction plans, and that work is underway. We also completed negotiations with the selected general contractor and currently expect substantive construction work on the South Building parcel to commence in early fourth quarter 2026. Urbane Capital, our in-house asset management and development platform, continues to oversee the development and monetization of the project.
Sachem’s Results of Operations for the Quarter Ended June 30, 2026
Net interest income was $1.7 million compared to $2.2 million in the second quarter of 2025. The year-over-year change was primarily due to a $0.2 million reduction in interest income from loans as average performing loan balances were lower by $8.4 million. As the Company
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Earnings Release - Second Quarter 2026continued to reduce its limited liability company investments, interest income from limited liability investments decreased $0.1 million while interest expense increased $0.2 million due to higher average borrowing rates. Utilizing the performing loans held for investment balance for the quarter end of $254.3 million, the effective interest rate on loans held for investment was 11.4%. Comparatively, using the average performing loans held for investment balance for the prior quarter of $262.7 million, the effective interest rate on loans held for investment was also 11.4%.
The Company’s net interest margin was 1.9% for the second quarter, compared to 2.3% for the second quarter 2025. Net interest margin represents net interest income, calculated as interest income less interest expense, expressed as a percentage of average loans held for investment outstanding for the applicable period. The change in net interest margin reflects both structural and cyclical factors. Structurally, refinancing activity during 2025 increased the weighted average cost of capital. Cyclically, lower average earning assets reduced interest-earning balances.
Provision for credit losses related to loans held for investment was $2.6 million, compared with $0.9 million in the second quarter of 2025. The current-quarter provision was concentrated in three specific loans, which accounted for approximately $2.7 million of loan-specific provision activity, partially offset by an approximately $0.1 million net decrease in the collective reserve for the remaining portfolio and other loan-specific reserves. The loan-specific activity included approximately $0.7 million associated with charge-offs of related receivable balances in connection with the foreclosure process and transfer of collateral securing one of the loans to real estate owned.
Total other income was $1.4 million compared to $3.3 million in the same quarter last year, primarily due to decline in fee income on loans due to lower new loan origination volume, and decrease in other income from no rent revenue recognized on the Westport, CT investments in developmental real estate during 2026 as those investments were sold in December 2025.
Total operating costs and expenses for the second quarter of 2026 were $5.9 million compared to $3.7 million in the same quarter last year. The primary change was related to transaction expenses as discussed further below.
•Compensation and employee benefits were $1.9 million, compared to $1.8 million in the same quarter last year, reflecting strategic additions to personnel during 2025 and performance-based compensation adjustments including non-cash stock-based compensation.
•General and administrative expenses were $1.4 million, versus $1.3 million from the same quarter last year, primarily due to additional costs associated with our investments in developmental real estate and real estate owned, as well as increases in professional costs and director fees.
•Transaction expenses were $2.6 million, which are associated with the contribution transaction with IRG and as more particularly described in recent SEC filings. Additional material costs are expected to be incurred until that transaction closes.
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Earnings Release - Second Quarter 2026•Non-cash impairment loss on real estate was $0.3 million related 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 was $0.5 million, reflecting gains realized on the disposition of select real estate assets and developmental projects driven by improved value creation execution relative to carrying value and successful asset repositioning, whereas the same quarter last year included more limited disposition activity.
Net loss attributable to common shareholders for the second quarter of 2026 was $6.5 million, or $0.14 per common share, compared to net income attributable to common shareholders of $0.8 million, or $0.02 per common share for the second quarter of 2025. The current-quarter loss was significantly affected by the $2.6 million provision for credit losses described above and $2.6 million of transaction expenses associated with the pending contribution transaction.
Balance Sheet
At quarter end, total assets were $472.9 million compared to $460.0 million as of December 31, 2025, and total liabilities were $314.1 million compared to $285.1 million as of December 31, 2025.
Total indebtedness at quarter end was $306.3 million. This includes $172.0 million of unsecured notes payable (net of $1.2 million of deferred financing costs), $96.8 million of senior secured notes payable (net of $3.2 million of deferred financing costs), $36.5 million outstanding on a $50.0 million revolving credit facility and $0.9 million of outstanding principal on a loan secured by a mortgage on the Company’s office building.
Total shareholders’ equity as of June 30, 2026, was $158.8 million compared to $174.9 million as of December 31, 2025.
Book value per common share
Book value per common share as of June 30, 2026, was $2.11, as compared to $2.46 as of December 31, 2025. This change was primarily due to cash dividends declared and paid for the six months ended June 30, 2026 on issued and outstanding common shares and shares of Series A Preferred Stock totaling $5.1 million, or $0.11 per common share, and net loss for the six months ended June 30, 2026 of $11.5 million, or $0.24 per common share.
This six month period's net loss impacting the book value per common share was materially due to 1) the non-cash discounted cash flow fair value adjustment on loan restructuring recorded in provision for credit losses related to loans held for investment of $3.9 million, or $0.08 per common share, 2) contribution transactional expenses of $4.2 million or $0.09 per common share, and 3) the second-quarter provision for credit losses related to loans held for investment of $2.6 million, or approximately $0.05 per common share, which was concentrated in three specific loans as described earlier. The aggregate impact of these events is $10.7 million, or $0.22 per common share of book value.
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Earnings Release - Second Quarter 2026Dividends
The Company currently operates and qualifies as a Real Estate Investment Trust (REIT) for federal income tax purposes and intends to continue to qualify and operate as a REIT. Under federal income tax rules, a REIT is required to distribute a minimum of 90% of taxable income each year to its shareholders, and the Company intends to comply with this requirement for the current year.
On June 30, 2026, the Company paid a dividend of $0.484375 per share to the holders of its Series A Preferred Stock and $0.01 per share to its common shareholders of record on June 15, 2026.
About Sachem Capital Corp
Sachem is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., one to three years), secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Loans are secured by mortgage liens on real estate and often are personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.
Forward Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “seek,” “intend,” “believe,” “may,” “might,” “will,” “should,” “could,” “likely,” “continue,” “outlook,” “design,” and the negative of such terms and other words and terms of similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the proposed transaction with IRG (the “Transaction”) and expected timing, terms, structure and completion thereof; the expected ownership, governance, management, business strategy and market position of the combined company; the expected benefits of the Transaction, including anticipated future financial and operating results, accretion, growth rates, revenue, NOI, cash flow generation, cost-of-capital improvements, liquidity, deleveraging, leverage targets and risk-adjusted returns; the expected gross asset value, enterprise value, portfolio composition, industrial REIT ranking, mark-to-market rent growth, acquisition and development opportunities and lending strategy of the combined company; and Sachem’s, IRG’s and the combined company’s plans, objectives, expectations and intentions. These statements are based on current expectations, estimates and projections about the industry, markets in which Sachem and IRG operate, management’s beliefs, assumptions made by management and the transactions described in this press release. While Sachem’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to
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Earnings Release - Second Quarter 2026uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the contribution agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transaction that may be instituted against the parties and others following announcement of the Transaction; (3) the inability to consummate the Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain required regulatory approvals, the failure to obtain debt financing on the terms or timing expected, or at all, or the failure to satisfy other conditions to completion of the Transaction; (4) risks that the proposed Transaction disrupts current plans and operations of Sachem or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the Transaction; (6) the amount of the costs, fees, expenses and charges related to the Transaction; (7) the risk that the contribution agreement may be terminated in circumstances requiring Sachem to pay a termination fee; (8) the effect of the announcement of the Transaction on the ability of Sachem to retain and hire key personnel and maintain relationships with its borrowers and others with whom it does business; (9) the effect of the announcement of the Transaction on Sachem’s operating results and business generally; (10) the risk that Sachem’s stock price may decline significantly if the Transaction is not consummated; and (11) the other risks and important factors contained and identified in Sachem’s filings with the SEC, such as Sachem’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as Sachem’s subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time, any of which could cause actual results to differ materially from the forward-looking statements in this press release.
There can be no assurance that the Transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Sachem undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Sachem does not intend to do so.
Additional Information and Where to Find It
This press release does not constitute a solicitation of any vote or approval or an offer to sell or the solicitation of an offer to buy any securities in connection with the Transaction. In connection with the proposed Transaction, Sachem will file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”), which Sachem will furnish, together with any other relevant documents, to its shareholders in connection with the special meeting of Sachem shareholders to vote on the Transaction (the “Sachem Shareholder Meeting”). This press release is not a substitute for the Proxy Statement or any other document that Sachem may file with the SEC or send to its shareholders in connection with the Transaction. BEFORE MAKING ANY VOTING DECISION, WE URGE SHAREHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
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Earnings Release - Second Quarter 2026WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SACHEM AND THE PROPOSED TRANSACTION. The proposals for the Transaction will be made solely through the Proxy Statement. In addition, a copy of the Proxy Statement (when it becomes available) may be obtained free of charge from the Investor Relations Department of Sachem at Investor Relations, 568 East Main Street, Branford, CT 06405. Security holders also will be able to obtain, free of charge, copies of the Proxy Statement and any other documents filed by Sachem with the SEC in connection with the proposed Transaction at the SEC’s website at http://www.sec.gov and at Sachem’s website at https://www.sachemcapitalcorp.com/.
Participants in the Solicitation
The directors and executive officers of Sachem, and certain directors, managers, officers and other members of management of IRG and its affiliates, may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed Transaction. Information regarding Sachem’s directors and executive officers and their respective interests in Sachem by security holdings or otherwise is available in its most recent Annual Report on Form 10-K filed with the SEC (available here). Additional information regarding the interests of such potential participants is or will be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available, including in connection with the solicitation of proxies to approve the proposed Transaction.
Investor & Media Contact:
Email: investors@sachemcapitalcorp.com
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Earnings Release - Second Quarter 2026SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | (audited) | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ 28,819 | $ 10,924 | |||||||||
| Investment securities (at fair value) | 803 | 936 | |||||||||
| Loans held for investment (net of deferred loan fees of $1,753 and $2,230) | 335,804 | 375,188 | |||||||||
| Allowance for credit losses | (13,491) | (11,510) | |||||||||
| Loans held for investment, net | 322,313 | 363,678 | |||||||||
| Interest and fees receivable (net of allowance of $1,233 and $2,598) | 3,975 | 4,116 | |||||||||
| Due from borrowers (net of allowance of $2,043 and $1,084) | 4,413 | 6,978 | |||||||||
| Real estate owned (net of impairment of $1,028 and $1,110) | 20,968 | 16,402 | |||||||||
| Investments in limited liability companies | 34,237 | 39,132 | |||||||||
| Investments in developmental real estate, net | 45,536 | 9,719 | |||||||||
| Property and equipment, net | 3,043 | 3,160 | |||||||||
| Other assets | 8,793 | 5,002 | |||||||||
| Total assets | $ 472,900 | $ 460,047 | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Liabilities: | |||||||||||
| Notes payable (net of deferred financing costs of $1,213 and $1,905) | $ 172,041 | $ 171,349 | |||||||||
| Senior secured notes payable (net of deferred financing costs of $3,152 and $3,427) | 96,848 | 86,573 | |||||||||
| Mortgage payable | 873 | 917 | |||||||||
| Lines of credit | 36,500 | 19,000 | |||||||||
| Accounts payable and accrued liabilities | 4,727 | 3,255 | |||||||||
| Advances from borrowers | 3,119 | 4,016 | |||||||||
| Total liabilities | 314,108 | 285,110 | |||||||||
| Commitments and Contingencies - Note 14 | |||||||||||
| Shareholders’ equity: | |||||||||||
| Preferred shares - $0.001 par value; 5,000,000 shares authorized; 3,332,000 shares designated as Series A Preferred Stock; 2,312,758 shares of Series A Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 2 | 2 | |||||||||
| Common Shares - $0.001 par value; 200,000,000 shares authorized; 47,954,632 and 47,684,955 issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 48 | 48 | |||||||||
| Additional paid-in capital | 258,332 | 257,905 | |||||||||
| Cumulative net earnings | 30,372 | 41,826 | |||||||||
| Cumulative dividends paid | (129,962) | (124,844) | |||||||||
| Total shareholders’ equity | 158,792 | 174,937 | |||||||||
| Total liabilities and shareholders’ equity | $ 472,900 | $ 460,047 | |||||||||
8
Earnings Release - Second Quarter 2026SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except share and per share data)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest income from loans | $ 7,252 | $ 7,482 | $ 16,006 | $ 15,370 | |||||||||||||||||||
| Interest income from limited liability company investments | 750 | 859 | 1,608 | 2,801 | |||||||||||||||||||
| Interest expense and amortization of deferred financing costs | (6,328) | (6,139) | (12,387) | (12,233) | |||||||||||||||||||
| Net interest income | 1,674 | 2,202 | 5,227 | 5,938 | |||||||||||||||||||
| Provision for credit losses related to loans held for investment | (2,551) | (925) | (7,923) | (1,977) | |||||||||||||||||||
| Change in valuation allowance related to loans held for sale | — | 1,043 | — | 1,047 | |||||||||||||||||||
| Net interest (loss) income after provision for credit losses related to loans held for investment and changes in valuation allowance related to loans held for sale | (877) | 2,320 | (2,696) | 5,008 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Fee income from loans | 1,146 | 1,771 | 2,438 | 3,196 | |||||||||||||||||||
| Income from limited liability company investments | 71 | 119 | 176 | 229 | |||||||||||||||||||
| Other investment income | 4 | 12 | 7 | 17 | |||||||||||||||||||
| Gain (loss) on equity securities | 7 | 821 | (133) | 696 | |||||||||||||||||||
| Other income | 134 | 532 | 277 | 604 | |||||||||||||||||||
| Total other income | 1,362 | 3,255 | 2,765 | 4,742 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Compensation and employee benefits | (1,937) | (1,821) | (4,075) | (3,592) | |||||||||||||||||||
| General and administrative expenses | (1,450) | (1,304) | (3,413) | (2,659) | |||||||||||||||||||
| Transaction expenses | (2,567) | — | (4,175) | — | |||||||||||||||||||
| Impairment loss on real estate | (288) | — | (191) | — | |||||||||||||||||||
| Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net | 475 | 131 | 671 | 131 | |||||||||||||||||||
| Other expenses | (95) | (694) | (340) | (839) | |||||||||||||||||||
| Total operating expenses | (5,862) | (3,688) | (11,523) | (6,959) | |||||||||||||||||||
| Net (loss) income | (5,377) | 1,887 | (11,454) | 2,791 | |||||||||||||||||||
| Preferred stock dividends | (1,120) | (1,118) | (2,240) | (2,235) | |||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ (6,497) | $ 769 | $ (13,694) | $ 556 | |||||||||||||||||||
| Basic and diluted (loss) income per common share | $ (0.14) | $ 0.02 | $ (0.29) | $ 0.01 | |||||||||||||||||||
| Basic and diluted weighted average number of common shares outstanding | 47,281,931 | 46,875,187 | 47,230,349 | 46,830,215 | |||||||||||||||||||
9
Earnings Release - Second Quarter 2026SACHEM CAPITAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net (loss) income | $ (11,454) | $ 2,791 | |||||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||||||||||
| Amortization of deferred financing costs | 1,035 | 1,101 | |||||||||
| Depreciation and amortization expense | 152 | 234 | |||||||||
| Stock-based compensation | 427 | 428 | |||||||||
| Provision for credit losses related to loans held for investment | 7,923 | 1,977 | |||||||||
| Change in valuation allowance related to loans held for sale | — | (1,047) | |||||||||
| Impairment loss on real estate owned | 191 | — | |||||||||
| Gain on sale of real estate owned and property and equipment, net | (671) | (131) | |||||||||
| Loss (gain) on equity securities | 133 | (696) | |||||||||
| Change in deferred loan fees | (477) | 681 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Interest and fees receivable, net | (332) | (462) | |||||||||
| Other assets | 310 | (1,010) | |||||||||
| Due from borrowers, net | (448) | (2,277) | |||||||||
| Accounts payable and accrued liabilities | 1,355 | (996) | |||||||||
| Advances from borrowers | (897) | 99 | |||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (2,753) | 692 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Proceeds from the sale of investment securities | — | 1,174 | |||||||||
| Purchase of interests in limited liability companies | (721) | (5,731) | |||||||||
| Proceeds from investments in limited liability companies | 5,616 | 10,963 | |||||||||
| Proceeds from sale of real estate owned | 2,402 | 1,559 | |||||||||
| Purchase of property and equipment | — | (43) | |||||||||
| Investments in developmental real estate | (1,104) | (1,022) | |||||||||
| Proceeds from sale of investments in developmental real estate | 1,215 | — | |||||||||
| Principal disbursements for loans | (79,308) | (80,952) | |||||||||
| Principal collections on loans | 70,360 | 71,394 | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (1,540) | (2,658) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from lines of credit | 38,500 | 36,100 | |||||||||
| Repayments on lines of credit | (21,000) | (49,862) | |||||||||
| Proceeds from repurchase agreements | — | 11,693 | |||||||||
| Repayments of repurchase agreements | — | (30,959) | |||||||||
| Repayment of mortgage payable | (44) | (42) | |||||||||
| Dividends paid on common shares | (2,878) | (4,728) | |||||||||
| Dividends paid on Series A Preferred Stock | (2,240) | (2,235) | |||||||||
| Proceeds from issuance of Senior Secured Notes | 10,000 | 50,000 | |||||||||
| Payments of deferred financing costs | (150) | (3,593) | |||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 22,188 | 6,374 | |||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 17,895 | 4,408 | |||||||||
| CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 10,924 | 18,066 | |||||||||
| CASH AND CASH EQUIVALENTS – END OF PERIOD | $ 28,819 | $ 22,474 | |||||||||
10