Industrial deal turns Sachem (NYSE: SACH) into $3.4B IRG Realty Trust
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sachem Capital Corp. agreed to a transformative contribution transaction with Industrial Realty Group Global that will reposition it as IRG Realty Trust, Inc., a large industrial REIT. IRG will contribute 98 industrial properties valued at about $2.9 billion of gross assets and $1.5 billion of net assets after $1.4 billion of debt, giving the combined company an implied enterprise value of approximately $3.4 billion.
IRG will receive operating partnership units representing about 94.1% of equity and non‑economic Class B shares that will control 51% of voting power, while existing Sachem shareholders retain roughly 5.9%. The deal values Sachem’s stock at $2.00 per share, a 90% premium to its 30‑day VWAP, and is paired with a 20‑to‑1 reverse split and a shift from a mortgage REIT toward a scaled, industrial-focused platform with an articulated plan to reduce leverage from the mid‑8x debt‑to‑EBITDA range to below 6.0x over time.
Positive
- Transformative scale and repositioning: Combination creates IRG Realty Trust with an implied enterprise value of about $3.4 billion, shifting Sachem into a top‑tier industrial REIT with 98 contributed properties and national diversification.
- Premium valuation and accretion goal: Transaction values Sachem common shares at $2.00, a 90% premium to the 30‑day VWAP, and is described as expected to be accretive to per‑share earnings in 2027 with a plan to delever below 6x debt‑to‑EBITDA.
Negative
- High leverage profile: Pro forma leverage is described in the mid‑8x debt‑to‑EBITDA range at closing, with only a targeted path to reduce it below 6x, leaving the combined company initially more financially stretched.
- Significant dilution and control shift: IRG will own approximately 94.1% of equity and hold 51% aggregate voting power through Class B shares, leaving legacy Sachem shareholders with about 5.9% economic interest and minority governance influence.
Insights
Deal radically reshapes Sachem into a large industrial REIT with higher leverage and minority legacy ownership.
The transaction shifts Sachem from a niche mortgage REIT into IRG Realty Trust, anchored by 98 contributed industrial assets with roughly $2.9 billion of gross real estate value and an implied $3.4B enterprise value. Scale and industrial focus align it with larger listed peers.
Economic control moves to IRG, which will own about 94.1% of equity via OP units and hold up to 51% of voting power through non‑economic Class B shares, leaving existing shareholders at about 5.9%. The deal implies $2.00 per share for Sachem, a stated 90% premium to the 30‑day VWAP.
Management highlights expected earnings accretion by 2027 and a deleveraging trajectory from mid‑8x to sub‑6x debt‑to‑EBITDA, supported by mark‑to‑market rent growth, leasing of vacant space, and disciplined capital allocation. Execution risk remains around integrating the portfolio, arranging new financing and achieving projected leverage targets.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Gross real estate asset value contributed: $2.9 billion
Net asset value of contributed portfolio: $1.5 billion
Implied enterprise value: $3.4 billion
+5 more
8 metrics
Gross real estate asset value contributed
$2.9 billion
IRG Global industrial portfolio to be contributed
Net asset value of contributed portfolio
$1.5 billion
After approximately $1.4 billion of debt
Implied enterprise value
$3.4 billion
Combined IRG Realty Trust as of March 31, 2026
IRG ownership stake
94.1% equity
Operating partnership units at closing
Legacy Sachem shareholder stake
5.9% equity
Fully diluted basis after transaction
Implied share price
$2.00 per share
Transaction value for Sachem common shares
Premium to 30‑day VWAP
90%
Implied by $2.00 transaction share price
Termination fee
$4,000,000
Payable by Sachem to IRG Global in specified scenarios
Key Terms
Contribution Agreement, operating partnership units, reverse stock split, Class B common stock, +2 more
6 terms
Contribution Agreement financial
"entered into a Contribution Agreement (the “Contribution Agreement”) with Industrial Realty Group Global, LLC"
operating partnership units financial
"IRG will receive operating partnership units (“OP Units”) in IRGT’s newly formed operating partnership"
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
reverse stock split financial
"effecting a 20-to-1 reverse stock split of all issued and outstanding shares of Sachem common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Class B common stock financial
"authorizing a new class of Class B Common Stock (the “Class B Shares”)"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
mark-to-market rent growth financial
"significant embedded upside from mark-to-market rent growth"
termination fee financial
"Sachem will be required to pay IRG Global a termination fee of $4,000,000"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
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): May 17, 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 1.01. Entry into a Material Definitive Agreement.
On May 17, 2026, Sachem Capital Corp., a New York corporation (“Sachem” or “Transferee Parent”), entered into a Contribution Agreement (the “Contribution Agreement”) with Industrial Realty Group Global, LLC, a Delaware limited liability company (“IRG Global”). The Contribution Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of Sachem (the “Sachem Board”).
Pursuant to the Contribution Agreement, IRG Global will contribute to IRG Realty Operating Partnership, L.P., a Delaware limited partnership to be formed as a subsidiary of Sachem prior to the Closing (as defined below) (the “Operating Partnership”), 100% of the outstanding membership interests of IRG Master Holdings, LLC, a Delaware limited liability company (the “Company”), in exchange for (i) a number of common units of limited partnership interest in the Operating Partnership (“OP Units”) equal to the Transferee Consideration Units (as defined below) (the “Transferee Consideration”) and (ii) a number of shares of Class B common stock of Sachem (the “Class B Common Stock”) equal to the Transferee Consideration Units (the “Transferee Parent Consideration” and, together with the Transferee Consideration, the “Equity Consideration”). The Company, together with its subsidiaries, owns and operates a portfolio of industrial real estate assets.
Prior to the closing of the transactions contemplated by the Contribution Agreement (the “Closing”), which is expected to close by the end of 2026, Sachem will complete a series of pre-closing reorganization steps (the “Pre-Closing Reorganization”), including (i) forming the Operating Partnership and contributing all or substantially all of its assets thereto, (ii) redomesticating from the State of New York to the State of Delaware, (iii) effecting a 20-to-1 reverse stock split of all issued and outstanding shares of Sachem common stock, following which such shares will be redesignated as Class A common stock of Sachem (the “Class A Shares”), (iv) authorizing a new class of Class B Common Stock (the “Class B Shares”), (v) adjusting the conversion and anti-dilution rights applicable to the issued and outstanding preferred stock of Sachem in accordance with the applicable certificate of designations to reflect the reverse stock split, and (vi) changing its corporate name to “IRG Realty Trust, Inc.”
Consideration
The number of OP Units and Class B Shares to be issued to IRG Global at the Closing (the “Transferee Consideration Units”) will be calculated based on a formula set forth in the Contribution Agreement, subject to downward adjustment based on the aggregate shortfall in replacement value for any dispositions of Company properties occurring during the Interim Period (as defined in the Contribution Agreement), other than dispositions with an aggregate shortfall of less than $3.0 million. The calculation of the Transferee Consideration Units was based on an assumed implied gross asset value of the IRG Global portfolio to be contributed of approximately $2.9 billion, with a net asset value of approximately $1.5 billion after approximately $1.4 billion of debt, and a deemed exchange value of Sachem common stock at a price of $2.00 per share. Immediately following the Closing, IRG Global is expected to hold approximately 94.1% of the outstanding OP Units, with Sachem retaining the remaining approximately 5.9% of the outstanding OP Units. Subject to certain restrictions, a holder of OP Units may require the Operating Partnership to exchange all or a portion of such holder’s OP Units for cash or, at the option of Sachem, Class A Shares on a one-for-one basis, subject to the ownership, transfer, real estate investment trust (“REIT”) qualification and other limitations set forth in the Operating Partnership Agreement (as defined below).
The Class B Shares will have no economic rights (including no rights to dividends, distributions or assets upon liquidation), but will, in the aggregate, initially represent 51% of the total voting power of all outstanding shares of Sachem common stock for so long as IRG Global’s aggregate economic interest in the Operating Partnership equals or exceeds 51% of the outstanding OP Units (the “Ownership Threshold”). Specifically, for so long as IRG Global (or its permitted successors and assigns) holds OP Units representing 51% or more of the total outstanding OP Units, the per-share voting power of each Class B Share will be automatically adjusted such that the aggregate voting power of all outstanding Class B Shares equals 51% of the total voting power of all outstanding shares of Sachem common stock entitled to vote on such matter (the “Class B Voting Limitation”). Once IRG Global’s aggregate economic interest falls below the Ownership Threshold, each Class B Share will be entitled to one vote per share, subject in all cases to the Class B Voting Limitation. The number of outstanding Class B Shares will at all times equal the number of OP Units held by IRG Global (or its permitted successors and assigns) in the Operating Partnership, and a corresponding number of Class B Shares will be automatically cancelled and retired upon (i) the exercise by IRG Global (or its permitted successors and assigns) of its exchange right with respect to any OP Units or (ii) the sale, assignment or other transfer of any OP Units by IRG Global (or its permitted successors and assigns) to any person other than a permitted successor or assign. In addition, the Operating Partnership Agreement (as defined below) will provide IRG Global, for so long as it owns more than 35% of the outstanding OP Units, with consent rights over specified material actions of the Operating Partnership and its subsidiaries, including, but not limited to, equity issuances to third parties, debt incurrence, distributions, property acquisitions and dispositions, material contracts, leases and capital expenditures above certain thresholds, and hiring or terminating property managers or key executives.
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Board of Directors
Effective as of the Closing, the Sachem Board will consist of seven directors, as follows: (i) Stuart Lichter, who will serve as Chairman of the Sachem Board; (ii) John L. Villano; (iii) one director designated by Sachem who qualifies as an “independent director” under the listing standards of the New York Stock Exchange (“NYSE”) and applicable Securities and Exchange Commission (“SEC”) rules; (iv) three directors designated by IRG Global, each of whom will qualify as an “independent director” under the listing standards of the NYSE and applicable SEC rules; and (v) one director designated by IRG Global who is not required to qualify as an “independent director.”
Representations, Warranties and Covenants
The parties to the Contribution Agreement made representations and warranties customary for transactions of this type. The representations and warranties made under the Contribution Agreement do not survive the Closing. In addition, the parties made covenants customary for transactions of this type, including, among others, covenants providing for (a) the conduct of each party’s business during the period between signing and Closing, including restrictions on specified actions without the other party’s consent, subject to customary exceptions, (b) non-solicitation obligations applicable to Sachem with respect to alternative acquisition proposals (subject to customary fiduciary-out provisions), (c) non-solicitation obligations applicable to IRG Global with respect to certain alternative transactions, (d) the preparation and filing of a proxy statement (the “Proxy Statement”) by Sachem related to a special meeting of its shareholders to approve the transactions and related matters (the “Sachem Shareholder Meeting”) and the holding of the Sachem Shareholder Meeting, (e) the completion by Sachem of the Pre-Closing Reorganization and certain other pre-closing actions, (f) the preparation of certain financial statements by IRG Global that are required to be included in the Proxy Statement, (g) cooperation with respect to new debt financing that is expected to be entered into at the Closing, and (h) certain governance and employee matters.
Closing Conditions
The Closing is subject to the satisfaction or waiver of customary conditions, including but not limited to: (i) the affirmative vote of the holders of a majority of all outstanding shares of Sachem common stock (the “Sachem Shareholder Approval”); (ii) the absence of any injunction or other order prohibiting consummation of the transactions; (iii) the accuracy of the representations and warranties of each party (subject to customary material adverse effect and materiality qualifications); (iv) the performance in all material respects by each party of its covenants and obligations; (v) the absence of a material adverse effect on either party; (vi) the receipt by each party of a tax opinion from nationally recognized REIT counsel; (vii) the consummation of the Pre-Closing Reorganization; (viii) the delivery of the Determination Date Certificates (as defined in the Contribution Agreement) by each party; and (ix) the delivery by each party of officer’s certificates regarding accuracy of representations and warranties and executed transaction documents.
Additional Agreements
At the Closing, the parties will execute and deliver or file, as applicable, among other things, the following (forms of which are included as exhibits to the Contribution Agreement): (i) a Tax Protection Agreement, pursuant to which Sachem and the Operating Partnership will agree to certain restrictions on the disposition of the contributed properties and the maintenance of minimum liability allocations for the benefit of IRG Global and certain other protected unitholders; (ii) a Registration Rights Agreement, providing IRG Global with certain registration rights with respect to the Class A Shares issuable upon exchange of the OP Units, including shelf registration and underwritten demand rights, piggyback registration rights and block trade rights, in each case subject to a six-month lock-up period following the Closing; (iii) an Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Operating Partnership Agreement”); (iv) an Amended and Restated Certificate of Incorporation of Sachem; (v) Amended and Restated Bylaws of Sachem; and (vi) a Property Management Agreement related to the management of the properties contributed by IRG Global and its affiliates following the Closing. The Contribution Agreement also provides that, prior to the Closing, the parties will use commercially reasonable efforts to negotiate, finalize and, effective as of the Closing, execute a strategic services agreement with respect to the provision of certain services by IRG Global or one or more of its affiliates to Sachem or one or more of its subsidiaries.
Termination; Termination Fees
The Contribution Agreement may be terminated prior to the Closing under certain circumstances, including: (i) by mutual written consent of IRG Global and Sachem; (ii) by either party if the Closing has not occurred on or before April 30, 2027, subject to IRG Global’s one-time right to extend such date by up to 45 days in certain circumstances relating to a pending arbitration matter; (iii) by either party if a final, non-appealable governmental order permanently restrains or prohibits the transactions; (iv) by either party if the Sachem Shareholder Approval has not been obtained at the Sachem Shareholder Meeting; (v) by either party upon an uncured breach by the other party that would cause certain closing conditions not to be satisfied; (vi) by Sachem, prior to obtaining the Sachem Shareholder Approval, in order to enter into a definitive agreement
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with respect to a Superior Acquisition Proposal (as defined in the Contribution Agreement), subject to compliance with the terms of the Contribution Agreement; (vii) by either party if the other party fails to consummate the Closing after the terminating party has delivered the required closing notice and the applicable closing conditions have been satisfied or waived; and (viii) by IRG Global if the Sachem Board effects a Transferee Parent Adverse Recommendation Change (as defined in the Contribution Agreement) or approves or enters into an alternative acquisition agreement.
If the Contribution Agreement is terminated under certain specified circumstances, including (i) a termination by Sachem, prior to obtaining the Sachem Shareholder Approval, in order to enter into a definitive agreement with respect to a Superior Acquisition Proposal, (ii) a termination by IRG Global following a Transferee Parent Adverse Recommendation Change or Sachem’s approval or entry into an alternative acquisition agreement, or (iii) certain terminations for failure to close by the outside date (which is April 30, 2027), Sachem’s uncured terminating breach or failure to obtain the Sachem Shareholder Approval, in each case, if a qualifying competing acquisition proposal has been announced, disclosed or otherwise communicated prior to such termination and, within 12 months after the termination, Sachem consummates, or enters into and subsequently consummates, a competing acquisition transaction, Sachem will be required to pay IRG Global a termination fee of $4,000,000.
If the Contribution Agreement is terminated by either Sachem or IRG Global because (i) an Arbitration Order (as defined in the Contribution Agreement) restrains or prohibits the consummation of the transactions, or (ii) the Closing has not occurred by the outside date while the specified arbitration matter remains outstanding and unresolved, IRG Global will be required to reimburse Sachem for its reasonable and documented out-of-pocket expenses incurred in connection with the Contribution Agreement and the transactions contemplated thereby. Payment of such expenses, together with any applicable enforcement costs and interest, will be Sachem’s sole and exclusive remedy as liquidated damages for termination-related losses in such circumstances.
A copy of the Contribution Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Contribution Agreement and related agreements is not complete and is qualified in its entirety by reference thereto. The Contribution Agreement has been attached as an exhibit to provide investors and shareholders of Sachem with information regarding its terms. It is not intended to provide any other factual information about Sachem or IRG Global. The representations, warranties and covenants contained in the Contribution Agreement were made only for the purposes of the Contribution Agreement and as of specified dates, were solely for the benefit of the parties to the Contribution Agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Contribution Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and shareholders of Sachem accordingly should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Sachem or IRG Global or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Contribution Agreement are qualified by information in confidential disclosure schedules that Sachem exchanged with IRG Global and that IRG Global exchanged with Sachem in connection with the execution of the Contribution Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in Sachem’s public disclosures. The Contribution Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties to the Contribution Agreement and the transactions that will be contained in, or incorporated by reference into, the Proxy Statement that Sachem will be filing in connection with the Sachem Shareholder Meeting (when available), as well as in Sachem’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that Sachem has filed or may file with the SEC.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K related to the expected issuance of Class B Shares and OP Units is incorporated by reference into this Item 3.02.
Sachem expects that the issuance of the Class B Shares and OP Units will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. IRG Global has represented that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act, is acquiring the Equity Consideration for investment and not with a view to distribution, and acknowledges that the Equity Consideration has not been registered under the Securities Act or any state securities laws and is subject to transfer restrictions.
The Class B Shares and OP Units, and any Class A Shares issuable upon exchange of the OP Units, have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration.
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Item 7.01. Regulation FD Disclosure.
On May 18, 2026, Sachem and IRG Global issued a joint press release announcing the execution of the Contribution Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In connection with the announcement, Sachem and IRG Global also prepared an investor presentation regarding the transactions contemplated by the Contribution Agreement. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act.
How to Find Further Information
This Current Report on Form 8-K does not constitute a solicitation of any vote or approval in connection with the proposed transaction between Sachem and IRG Global (the “Transaction”). In connection with the proposed Transaction, Sachem will file the Proxy Statement with the SEC, which Sachem will furnish with any other relevant documents to its shareholders in connection with the Sachem Shareholder Meeting to vote on the Transaction. This Current Report on Form 8-K 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 WHEN 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 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.
Forward-Looking Statements
This Current Report on Form 8-K 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 benefits of the proposed Transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, Sachem’s, IRG Global’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the proposed Transaction. These statements are based on current expectations, estimates and projections about the industry, markets in which Sachem and IRG Global operate, management’s beliefs, assumptions made by management and the transactions described in this Current Report on Form 8-K. While Sachem’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties 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 stockholder approval, failure to obtain required regulatory approvals or the failure to satisfy other conditions to completion of the Transaction; (4) risks that the proposed
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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, 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 Current Report on Form 8-K.
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 Current Report on Form 8-K. Sachem undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this Current Report on Form 8-K, nor to conform prior statements to actual results or revised expectations, and Sachem does not intend to do so.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 2.1* | Contribution Agreement, dated as of May 17, 2026, by and between Industrial Realty Group Global, LLC and Sachem Capital Corp. | ||||
| 99.1 | Joint Press Release, dated as of May 18, 2026, issued by Sachem Capital Corp. and Industrial Realty Group Global, LLC. | ||||
| 99.2 | Investor Presentation, dated as of May 18, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| * | Schedules, annexes, and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Sachem Capital Corp. agrees to furnish supplementally a copy of any omitted schedules, annexes, or exhibits to the SEC upon request. | ||||
*****
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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: May 18, 2026 | By: | /s/ John L. Villano | ||||||
| John L. Villano, CPA | ||||||||
| President and Chief Executive Officer | ||||||||
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EXHIBIT 99.1
Sachem Capital Corp. and Industrial Realty Group Announce Strategic Combination to Create IRG Realty Trust, a Top-10 Public Industrial REIT
IRG to contribute 98 industrial assets to create a scaled industrial REIT with an implied combined enterprise value of approximately $3.4 billion (as of March 31, 2026)
Repositions Sachem into an industrial platform with multiple growth levers, including significant embedded upside from mark-to-market rent growth
Industrial portfolio comprised of mission-critical infrastructure, manufacturing and distribution tenants
Transaction values Sachem common shares at $2.00 per share, which represents a 90% premium to the 30-day VWAP
Meaningful alignment with investors through economic ownership; IRG to own ~94.1% of combined company via OP units; Sachem existing shareholders to own ~5.9%
Companies to host combined conference call at 8:00am
BRANFORD, Conn. and LOS ANGELES, Calif. (May 18, 2026) – Sachem Capital Corp. (NYSE American: SACH) (“Sachem”), a real estate lender specializing in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property, and Industrial Realty Group (“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, today announced that they have entered into a definitive contribution agreement under which IRG will contribute 98 industrial assets 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 with gross real estate asset value of $2.9 billion plus Sachem’s approximately $470 million of total assets (as of March 31, 2026) 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, and the assets not being contributed will continue to be owned and operated by IRG’s existing private business.
The transaction is designed to deliver an immediate and durable strategic reset for Sachem shareholders. This will be achieved by combining IRG’s high‑quality income-producing industrial real estate portfolio that is diversified geographically, by tenant and by industry, with sizable near‑term mark to-market opportunities, with Sachem’s established real estate capital solutions platform. The combination will result in a large industrial REIT with meaningful scale and multiple pathways for long-term growth.
“This accretive transaction provides a clear step forward for Sachem shareholders and IRG stakeholders creating a powerful industrial platform with greater scale and a strategy built for
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sustained growth,” said John Villano, Chief Executive Officer of Sachem. “In addition to becoming one of the largest owners of industrial assets in the country with sizable mark-to-market opportunity, Sachem’s direct and indirect mortgage capabilities will also continue to provide creative capital solutions to real estate developers and investors. We expect the combination to improve our cost of capital, which should result in improved cash flow generation over time. We believe this transaction will enable us to compete for the best lending opportunities and will deliver significantly improved risk-adjusted returns to shareholders. We are excited about the opportunity for Sachem shareholders to participate in the long‑term value creation this transaction will unlock.”
Stuart Lichter, Founder and Chairman of IRG, stated, “We are excited that this transaction will bring a high quality industrial real estate portfolio to the public market with scale, diversification, and a clear operating strategy. With a dynamic portfolio grown over five decades, IRG has deep experience owning and operating industrial properties, and we expect that upon the close of the transaction, it will be one of the largest publicly listed industrial REITs in the country. Backed by IRG’s experience in strategic real estate execution and acquisitions and IRGRA’s active portfolio management, IRGT will be positioned to deliver a sustainable pathway to strong cash flow generation. We will be aligned with all stakeholders on day one, with our large ownership position, experienced property management team, and focus on driving long-term value creation.”
Transaction Overview
Under the terms of the definitive contribution agreement, IRG will receive operating partnership units (“OP Units”) in IRGT’s newly formed operating partnership, representing 94.1% of outstanding equity at closing, with existing Sachem common shareholders retaining ownership of 5.9% on a fully diluted basis. The transaction values Sachem’s common shares at $2.00 per share, representing a 90% premium to 30‑day VWAP.
IRG will also receive newly issued non‑economic Class B voting shares in IRGT designed to mirror its OP Unit economic ownership, subject to a 51% cap on the aggregate voting power of IRGT. Concurrent with closing, IRGT is expected to execute a 20‑to‑1 reverse stock split, implying a post‑split reference price of $40.00 per share. It is anticipated that Scotiabank will work to arrange a new credit facility for IRGT.
It is expected that the combined company's leadership will be comprised of Sachem executives and key additions with extensive industrial real estate experience. Additionally, IRG Realty Advisors (“IRGRA”), IRG’s wholly owned asset management, property management and real estate operating company with an extensive track record, is expected to support day‑to‑day property and asset management operations following closing. Upon closing, IRGT will enter into property management and other agreements with IRGRA.
The transaction has been unanimously approved by the Sachem board of directors, and is expected to close by the end of 2026, subject to customary conditions including approval by Sachem’s shareholders.
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Strategic Benefits
•Transformation into a Scaled, Institutionally Relevant Industrial REIT: The combination will transition Sachem from a subscale mortgage REIT to a scaled, industrial REIT with an implied enterprise value of approximately $3.4 billion. Increased scale and liquidity, together with an enhanced public-market profile, are expected to broaden institutional investor appeal over time, support increased public float and create a more competitive cost of capital.
•Meaningful Mark-to-Market Rent Growth: IRG believes that within the 98 properties being contributed to IRGT that a meaningful percentage of leases are below market rates, providing increased growth potential as new leases are executed in the coming years.
•Durable Earnings Power: The combined company is expected to be supported by durable current cash flows, with long‑term value creation driven by accelerated growth in current assets, mark-to-market rent growth, and a strong acquisition pipeline. IRGT earnings will be complemented by an opportunistic real estate capital solutions platform.
•Structural Improvement in Cost of Capital and Deleveraging Path: Sachem’s current growth profile is constrained by limited capital deployment capacity and a high cost of capital. IRGT is expected to emerge with net debt to EBITDA in the mid-8.0x range, with management targeting a reduction to below 6.0x range over time through organic NOI growth, disciplined capital allocation, and balance sheet management.
•Board of Directors: The board of the combined company will be comprised of seven members, including at least four independent directors. The Board is expected to be led by Stuart Lichter, IRG’s President and Founder, as Chairman, with John Villano, Sachem’s existing CEO, remaining on the Board. There will be five additional members with institutional and committee experience to be named at a later date.
Webcast
A webcast of the conference call will be available on the Investors section of the Company’s website www.sachemcapitalcorp.com. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register and install any necessary audio software.
To Participate in the Telephone Conference Call:
Dial in at least 15 minutes prior to the start time.
Domestic: 1-877-704-4453
International: 1-201-389-0920
Conference Call Playback:
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 13759485
The playback can be accessed through Monday, June 1, 2026
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Advisors
Scotiabank is serving as exclusive financial advisor and King & Spalding LLP is serving as legal advisor to IRG. Piper Sandler & Co. and Stout Risius Ross, LLC are acting as financial advisors and Morrison & Foerster LLP is serving as legal advisor to Sachem. ICR, LLC is serving as strategic communications advisor for the transaction.
About Sachem Capital Corp.
Sachem Capital Corp. 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., three years or less) secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. Sachem’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 investment.
About Industrial Realty Group
IRG is a nationwide real estate development and investment firm specializing in the acquisition, development and management of commercial and industrial real estate throughout the United States. IRG, through its affiliated partnerships and limited liability companies, currently manages more than 200 properties with approximately 100 million square feet. IRG is nationally recognized as a leading force behind the adaptive reuse of commercial and industrial real estate, solving some of America’s most difficult real estate challenges.
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 proposed transaction between Sachem and IRG (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 WHEN 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/.
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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.
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 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 proposed 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; expectations regarding IRGRA’s property management, asset management and related support; expectations regarding any new credit facility or other financing arrangement; 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 uncertainties 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
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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, 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.
Statements regarding financing arrangements are forward-looking and subject to additional risks and uncertainties. No assurance can be given that any new credit facility, refinancing or other financing will be available in the amounts, at the costs or on the terms contemplated, or at all, and references to Scotiabank or any expected financing should not be construed as a commitment by any party to provide, arrange or obtain financing.
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.
Investor & Media Contact:
Sachem Capital Corp.
Investor Relations
Email: investors@sachemcapitalcorp.com
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“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Transaction Presentation M a y 1 8 , 2 0 2 6 TO BECOME EXHIBIT 99.2
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 1 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Important Information Additional Information and Where to Find It This presentation 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 proposed transaction between Sachem Capital Corp. (“Sachem”) and Industrial Realty Group Global, LLC (“IRG”) (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 presentation 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 WHEN 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. 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. Forward-Looking Statements This presentation 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 and expected timing, terms, structure and completion thereof; the expected ownership, governance and management of the combined company; the expected benefits of the proposed Transaction, including anticipated future financial and operating results, accretion, growth rates, cash flow generation, operating income growth, cost-of-capital improvements, liquidity, deleveraging, leverage targets, financing synergies and risk-adjusted returns; the expected capitalization, indebtedness, equity value, enterprise value, gross asset value, portfolio composition, target asset allocation and market position of the combined company; expectations regarding IRGRA’s property management, strategic advisory and shared services support; expectations regarding mark-to-market rent growth, lease-up, acquisitions, pipeline assets, development opportunities and the evolution of Sachem’s lending strategy; expectations regarding new or replacement debt financing, including any new credit facility, unsecured private placement debt, mortgage debt, refinancing or other financing arrangement; 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 presentation. While Sachem’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties 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, 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 presentation. Statements regarding financing arrangements are forward-looking and subject to additional risks and uncertainties. No assurance can be given that any debt financing, including any new credit facility, unsecured private placement debt, mortgage debt, refinancing or other financing, will be available in the amounts, at the costs or on the terms contemplated, or at all. Any such financing remains subject to market conditions, lender diligence, negotiation and execution of definitive documentation, satisfaction of conditions and other factors, and references to any expected arranger role, credit facility, private placement debt, mortgage debt, refinancing, liquidity or other financing should not be construed as a commitment by any party to provide, arrange or obtain financing. 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 presentation. Sachem undertakes no obligation or duty to update or revise any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and Sachem does not intend to do so.
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 2 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Differentiated industrial REIT with an implied enterprise value of $3.4B(1) via a transformative asset contribution from Industrial Realty Group to Sachem Capital Corp. Transaction Details ▪ Industrial Realty Group (“IRG”) to contribute 98 industrial assets to Sachem Capital Corp. (“SACH” or “Sachem”) to create IRG Realty Trust, Inc. (“IRGT”) ▪ IRG to own 94.1% of IRGT’s equity via newly created OP units and Sachem existing investors to own 5.9% ▪ Implies Sachem’s stand-alone common stock at $2.00 per share (a 90.0% premium to 30-day VWAP) ▪ IRG to receive newly issued non-economic Class B voting shares Management & Governance ▪ Board to be led by Stuart Lichter (IRG President & Founder) as Chairman, with John Villano (Sachem’s existing CEO) remaining on the Board ▪ Five additional Board members (at least four independent) with institutional and committee experience under consideration ▪ IRG Realty Advisors (an IRG-owned property management and real estate operating company, “IRGRA”) to support day-to-day property and asset management operations Strategic Transformation & Scale ▪ $3.4 billion(1) implied enterprise value at announcement, representing a top 10 listed industrial REIT based on enterprise value ▪ Transition to an institutional industrial REIT with a real estate capital solutions platform with multiple avenues of growth ▪ Target asset allocation intended to result in ~90% of operating income derived from stabilized industrial assets and ~10% from loan investments Financial Impact ▪ Expected to be accretive to Sachem per share earnings in 2027 ▪ Visible, organic path to delever to sub-6.0x pro forma leverage at stabilization ▪ Pro forma capital structure to remain largely in place, with sufficient liquidity to address near-term maturities ▪ Plans for Scotiabank to arrange a new credit facility concurrent with closing Anticipated Timing ▪ Expected to close by year end 2026, subject to customary closing conditions including approval by Sachem shareholders Transaction Overview Notes: Pricing as of May 15, 2026 (1) Based on transaction equity value of $2.00 per share and outstanding debt as of March 31, 2026
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 3 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 2395 ▪ Retains public markets participation with benefit of larger asset base and operating platform Public Market Continuity 1 ▪ Transaction consideration based on $2.00 per share for Sachem’s common stock (90.0% premium to 30-day VWAP) Immediate Reset of Equity Value Compelling Strategic Rationale for Existing Sachem Shareholders 2 ▪ Transforms Sachem from a small-cap mortgage REIT into a scaled industrial REIT platform Transformation into a Scaled Industrial REIT 3 ▪ Preserves Sachem’s innovative real estate capital-solutions expertise in a more focused, industrial-linked strategy Financing Strategy Evolution 4 ▪ Improved capital structure with access across multiple sources, including institutional capital and lower-cost financing Structural Improvement in Cost of Capital Notes: Pricing as of May 15, 2026
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 4 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 $0 $1,000 $2,000 $3,000 $4,000 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 IRGRA Overview Nearly five decades of proven success as a fully integrated, entrepreneurial real estate company specializing in the acquisition, development, redevelopment, leasing, and management of industrial assets Industrial Realty Group (IRG) at a Glance Industrial Realty Group Overview Proven Investment Strategy IRGRA Platform(2) Wholly owned real estate management, property management, and operating company with a proven track record of successful growth with cost-effective management capabilities IRG Gross Asset Value(1) $M +200 Managed Properties ~750 Tenants ~100M Managed Sq. Ft. Long-Term Value Creation Low-Cost Basis Acquisitions Successful Redevelopment / Repurpose Hands-On / Extensive Rapid Leasing Competitive Tenant Offerings and Market Positioning Source: Company information. Notes: (1) Represents Gross Asset Value for IRG Industrial owned assets only on a gross non-pro-rata basis (2) Includes IRG Master Holdings owned assets as well as additional assets managed by IRGRA
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 5 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 ▪ Strategically advise corporations on real estate utilization ▪ Creatively structured solutions allow for corporations to right-size their real estate footprint ▪ Ability to concurrently purchase tenants' older vintage assets for redevelopment Source: Company information Leveraging IRG’s Extensive Corporate, Tenant, and Government Relationships 1c Industrial / Manufacturer Logistics Gov’t & State Agencies Tech Consumer Goods Automotive Long-standing relationships with high-quality corporate tenants and government entities drive differentiated platform value and growth Top 10 Tenants Comprise ~30% of IRGT’s ABR Top 10 tenants by annual rent Industrial Logistics Group is an IRG Partner Corporate Expertise ▪ Leader in the conversion and privatization of federal assets ▪ Work collaboratively with local, state and national government entities to transform assets ▪ Extensive experience securing financial incentives to de- risk projects and enhance returns Trusted Government Partner IRGT Tenant Composition
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 6 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 86% 14% Industrial Portfolio Loan Assets 26.5% 7.9% 6.9% 6.5% 4.9% 47.2% OH MI LA MN IL Other Source: Company information. Notes: (1) Based on enterprise value (2) As of YE2025; Assets deemed fully stabilized, does not include 18 properties currently in lease up (3) As of 1Q2026 Contributed Industrial Assets Sachem Assets Highly diversified industrial portfolio across 27 states with extensive tenant roster $3.4B Total GAV 48M Industrial Sq. Ft. IRGT Will Be A Top 10 Listed Industrial REIT At Closing(1) 98 Industrial Properties $470M Total Sachem Assets(3) 48M Square Feet of Industrial Space 90.5% Occupancy(2) Other A sets
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 7 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Access to IRG Pipeline Assets Extensive Portfolio of Contributable Properties Multiple Avenues for Growth Mark-to-Market Rent Growth & Lease Up Innovative Real Estate Capital Solutions In-Place Rents Significantly Below Market Bespoke Investments With Compelling Returns Accretive Acquisitions Actionable and Scalable Pipeline Somerville Business Park | Hillsborough, NJ East Hartford Business Park | East Hartford, CT Joliet Channahon | Joliet, IL
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 8 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 IRGT To Leverage IRGRA’s Deep Property Management & Strategic Advisory Expertise IRGRA Will Provide Operating & Shared Services Will enable headcount migration over time without burdening the REIT Property Management ▪ Dedicated property management teams by geographic region ▪ Tenant rent collection, CAM recoveries and lease administration ▪ Dedicated property-level accounting ▪ Project management, architecture and ancillary services Strategic Advisory Services Shared Services Agreement ▪ Accounting, tax, HR, and IT support services ▪ Shared operational personnel, systems and infrastructure ▪ Leasing strategy execution teams with rent optimization initiatives ▪ Forecasting and variance reporting ▪ Hold/sell analysis & capital strategy ▪ Capital expenditure approvals, budget sign-off, and major asset decisions IRGT will benefit from IRGRA’s operating platform while operating as an internally managed REIT, with IRGT’s executive management and majority-independent Board overseeing strategic, capital allocation and governance matters
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 9 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Focused Asset Exposure Anchored By Industrial Sachem to serve as IRGT’s dedicated capital-solutions platform, focused on larger, better-capitalized borrowers and industrial-linked opportunities Typical Originated Loan Size $10 - $50M$2 - $10M Loan Portfolio Transition to Align with IRGT’s Industrial Focus Sachem TodayResult More Institutional Borrowers Accretive Capital Deployment Attractive Risk-Adjusted Returns Target Loans 25 - 50> 100 Borrower Profile Experienced real estate operators with robust balance sheet and extensive track record Small real estate investors, early-stage syndicators, local developers Loan Type Interest Rate ~12% High single to low double digit rates Special situation, development, bridge, value-add repositioning, mezzanine, preferred equity
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 10 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 72.9% 50.3% 14.6% 1.7% 12.5% 48.0% Current Pro Forma 288 1,700 58 58 49 1,619 $396 3,377 Current Pro Forma Net Debt Preferred Equity Market Cap(1) Improved Capital Structure at Closing Notes: Enterprise value as of May 15, 2026; balance sheet data as of 1Q2026; Plan for Scotiabank to arrange a new corporate credit facility at closing (1) Equity capitalization based on UPREIT equity structure (including fully diluted shares and OP units) (2) $1,196M IRG debt contribution and $216M in additional credit facilities Pro Forma Capitalization Positions Company For Long-Term Success Leverage expected to decrease from 87.5% to 52.0% Based on Net Debt + Preferred / Enterprise Value Leverage(2) In US$ millions (2) Pro Forma Capitalization Expected New Credit Facilities $245 Existing Unsecured Public Bonds 173 Existing Senior Secured Notes 98 Assumed Unsecured US Private Placement Debt 705 Assumed Mortgage Debt 491 Total Debt $1,712 Cash and Cash Equivalents ($12) Net Debt $1,700 Existing Perpetual Preferred Equity $58 Net Debt + Perpetual Preferred $1,758 Transaction Implied Share Price $2.00 Fully Diluted Shares Outstanding 809.7 Market Capitalization(1) $1,619 Enterprise Value $3,377 5.9% 94.1% Sachem Ownership IRG Ownership $1.62B Equity Capitalization(1)
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 11 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Visible Path to Lower Leverage Management intends to operate IRGT with a prudent leverage strategy targeting sub-6x Debt / EBITDA in the coming years Embedded deleveraging through earnings growth from lease up, mark-to-market rents, operational improvements Disciplined capital allocation and asset optimization to deliver consistent risk-adjusted returns Scalable industrial REIT with access to lower-cost capital over time Leverage Target of Sub-6x Accretive Investments Lease Up of Vacant Space Mark-to-Market Leasing Financing Synergies Key Building Blocks for Delevering
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 12 IRG Primary Colours R: 0 G: 69 B: 124 R: 146 G: 148 B: 152 R: 17 G: 17 B: 17 R: 245 G: 245 B: 245 R: 1 G: 28 B: 58 R: 249 G: 179 B: 5 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239 Experienced executives with a track record of value creation5 High quality industrial portfolio combined with proven lending capabilities across national platform1 Aligned ownership structure with market-based property and asset management support from IRGRA 2 Meaningful embedded operating income growth and upside to drive value3 Balance sheet with expected ample liquidity and path to delever4 Columbus Crosswinds Transaction Highlights
“Scotia” Red R: 236 G: 17 B: 26 Primary Colours R: 173 G: 173 B: 173 R: 51 G: 51 B: 51 R: 35 G: 62 B: 91 R: 166 G: 0 B: 14 R: 0 G: 157 B: 214 R: 19 G: 132 B: 104 Secondary Colours R: 148 G: 111 B: 66 R: 120 G: 73 B: 184 Grey Shades R: 217 G: 217 B: 217 R: 239 G: 239 B: 239
FAQ
What transaction did Sachem Capital (SACH) announce with Industrial Realty Group?
Sachem Capital agreed to a contribution transaction with Industrial Realty Group Global that will create IRG Realty Trust, Inc., an industrial REIT. IRG will contribute 98 industrial properties while Sachem contributes its existing assets, forming a much larger, diversified industrial real estate platform.
What is the implied size of the new IRG Realty Trust formed from Sachem (SACH)?
The combined company is expected to have an implied enterprise value of about $3.4 billion, based on contributed industrial real estate with roughly $2.9 billion of gross asset value plus about $470 million of Sachem assets, positioning it as a top‑10 listed industrial REIT by size.
How will leverage and capital structure look for Sachem (SACH) after the IRG transaction?
Management cites pro forma leverage in the mid‑8x debt‑to‑EBITDA range at closing, with a stated target to reduce it below 6x over time. The plan includes organic NOI growth, mark‑to‑market rent increases and a new credit facility expected to be arranged by Scotiabank.
What governance and board changes are planned for Sachem (SACH) in the IRG deal?
The post‑closing board will have seven directors led by IRG founder Stuart Lichter as chairman, with Sachem CEO John Villano remaining on the board. At least four directors are expected to be independent under NYSE and SEC standards, reflecting a reconstituted governance structure.