Sachem Capital adds ATM for Series A preferred and expands preferred authorization

Rhea-AI Filing Summary

Sachem Capital Corp. established an at-the-market program to sell up to $18,450,000 of its 7.75% Series A Cumulative Redeemable Preferred Stock through Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC as sales agents. The preferred shares will be issued under an effective shelf registration statement and a new prospectus supplement, with the company paying sales agents up to 2.5% in compensation on each sale and having no obligation to sell any specific amount.

To support potential future issuances and conversions, Sachem amended its certificate of incorporation to increase authorized preferred shares from 2,903,000 to 3,332,000 and fixed the number of common shares reserved for conversion of the preferred shares at 83,300,000, while leaving all other preferred terms unchanged.

Insights

Capital structure and securities analyst

Sachem adds a $18.45M preferred ATM and expands authorized preferred, affecting potential future capital raising and dilution.

Sachem Capital Corp. put in place an at-the-market issuance program for up to $18,450,000 of its 7.75% Series A Cumulative Redeemable Preferred Stock. Sales will be made through Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC, with compensation to the agents of up to 2.5% of the sale price. This structure allows incremental issuances over time under an effective Form S-3 registration and related prospectus supplement.

Separately, the company amended its certificate of incorporation to increase authorized preferred shares from 2,903,000 to 3,332,000 and to fix the number of common shares reserved for conversion of the preferred shares at 83,300,000. These changes expand the capacity to issue and convert the Series A preferred without changing its economic terms. Actual effects on the common equity base will depend on how much preferred is issued and how much ultimately converts in the future.

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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): November 14, 2025

SACHEM CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

New York

001-37997

81-3467779

(State or other jurisdiction of  incorporation)

(Commission File Number)

(IRS Employer Identification No.)

568 East Main Street, Branford, Connecticut						06405
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common Shares, par value $.001 per share			SACH			NYSE American LLC
6.00% notes due 2026			SCCD			NYSE American LLC
6.00% notes due 2027			SCCE			NYSE American LLC
7.125% notes due 2027			SCCF			NYSE American LLC
8.00% notes due 2027			SCCG			NYSE American LLC
7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share			SACHPRA			NYSE American LLC

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 1.01.    Entry into a Material Definitive Agreement.

On November 14, 2025, Sachem Capital Corp. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC, as sales agents (collectively, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents shares of its 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Preferred Shares”), in accordance with the terms and conditions set forth in the Sales Agreement.

Sales of Preferred Shares, if any, made under the Sales Agreement will be made by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Company will pay the Agents commissions, discounts or other forms of compensation of up to 2.5% on the sale of Preferred Shares. The Company has no obligation to sell any Preferred Shares under the Sales Agreement.

The offer and sale of the Preferred Shares will be pursuant to a prospectus supplement, dated November 14, 2025 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-287346) (the “Registration Statement”) declared effective by the Securities and Exchange Commission on May 30, 2025. Under the Prospectus Supplement, up to $18,450,000 of Preferred Shares may be sold from time to time through the Agents.

The Sales Agreement contains customary representations, warranties and agreements of the Company and the Agents, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Agents may be required to make because of those liabilities.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein and into the Prospectus Supplement and accompanying base prospectus, which form a part of the Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Preferred Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The legal opinion, including the related consent, of Kurzman Eisenberg Corbin & Lever, LLP relating to the issuance and sale of the Preferred Shares pursuant to the Prospectus Supplement is filed as Exhibit 5.1 hereto, and incorporated by reference into the Prospectus Supplement and accompanying base prospectus, which form a part of the Registration Statement.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 13, 2025, the Company filed an amendment of the Certificate of Incorporation, as previously amended with the Department of State of the State of New York to increase the number of authorized Preferred Shares from 2,903,000 to 3,332,000 and to fix the number of the Common Shares reserved upon conversion of the Preferred Shares at 83,300,000 (the “Charter Amendment”). Except as otherwise set forth in the prior sentence, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption of the Preferred Shares are unchanged.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1(f) and is incorporated herein by reference and into the Prospectus Supplement and the related base prospectus, which forms a part of the Registration Statement.

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Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
1.1			At Market Issuance Sales Agreement, dated November 14, 2025, between Sachem Capital Corp., Ladenburg Thalmann & Co. Inc., and Lucid Capital Markets, LLC.
3.1(f)			Certificate of Amendment of the Certificate of Incorporation of Sachem Capital Corp. filed on November 13, 2025.
5.1			Opinion of Kurzman Eisenberg Corbin & Lever, LLP.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

*****

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Sachem Capital Corp.
Dated: November 18, 2025			By:			/s/ John L. Villano
						John L. Villano, CPA
						President and Chief Executive Officer

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FAQ

What did Sachem Capital Corp. (SACH) announce in this 8-K?

Sachem Capital Corp. entered into an at-the-market issuance sales agreement to sell its 7.75% Series A Cumulative Redeemable Preferred Stock and amended its certificate of incorporation to increase authorized preferred shares and fix the number of common shares reserved for conversion.

How much 7.75% Series A Preferred Stock can SACH sell under the new ATM program?

Under the prospectus supplement, Sachem Capital Corp. may sell up to $18,450,000 of its 7.75% Series A Cumulative Redeemable Preferred Stock from time to time through the sales agents.

Who are the sales agents for Sachem Capital Corp.'s preferred stock ATM offering?

The sales agents are Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC, which will execute at-the-market sales of the preferred shares for Sachem Capital Corp.

What compensation will the agents receive in SACH's ATM preferred offering?

Under the sales agreement, Sachem Capital Corp. will pay the agents commissions, discounts or other forms of compensation of up to 2.5% on the sale of the preferred shares.

How did Sachem Capital Corp. change its authorized preferred stock in this filing?

Sachem Capital Corp. amended its certificate of incorporation to increase the number of authorized preferred shares from 2,903,000 to 3,332,000 and to fix the number of common shares reserved upon conversion of the preferred shares at 83,300,000.

Did this 8-K change the terms of SACH's 7.75% Series A Preferred Stock?

No. The company stated that, except for increasing authorized preferred shares and fixing the conversion reserve, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or redemption terms of the preferred shares remain unchanged.

Is Sachem Capital Corp. obligated to issue all $18.45 million of preferred shares under the ATM?

No. The company has no obligation to sell any specific amount of preferred shares under the at-the-market issuance sales agreement.