Sachem Capital Corp.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | 1 | Financial Statements — See Index to Financial Statements on page F-1. |
|---|---|---|
| 2 | Financial Statement Schedules — See (c) below. | |
| 3 | Exhibits — See (b) below. | |
| (b) | Certain of the following exhibits were filed as Exhibits to the registration statement on Form S-11, Registration No. 333-214323 and amendments thereto (the “Registration Statement”) filed by us under the Securities Act and are hereby incorporated by reference. |
| ExhibitNo. | Description |
| 2.1 | Form of Amended and Restated Exchange Agreement (1) |
| 3.1 | Certificate of Incorporation (1) |
| 3.1(a) | Certificate of Amendment to Certificate of Incorporation (1) |
| 3.1(b) | Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2) |
| 3.1(c) | Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (7) |
| 3.1(d) | Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (17) |
| 3.1(e) | Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (11) |
| 3.1(f) | Certificate of Amendment to Certificate of Incorporation filed on November 13, 2025 (26) |
| 3.2 | Amended and Restated Bylaws, effective as of March 25. 2025 (19) |
| 4.1 | Indenture, dated as of June 21, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (3) |
| 4.2 | Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.(7) |
| 4.3 | Fourth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (4) |
| 4.4 | Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.3 above). |
| 4.5 | Fifth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (8) |
| 4.6 | Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.5 above) |
| 4.7 | Sixth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (20) |
| 4.8 | Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.7 above) |
| 4.9 | Seventh Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (10) |
| 4.10 | Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.9 above) |
| 4.11 | Revolving Credit Note, dated March 20, 2025, in the principal amount of $50 million in favor of Needham Bank, as lender (18) |
| 4.12 | Note Purchase and Guaranty Agreement, Dated June 11, 2025 (21) |
| 4.13(a) | Description of Common Shares* |
| 4.13(b) | Description of 7.75% Series A Cumulative Redeemable Preferred Stock* |
| 4.13(c) | Description of 6.00% Note due 2026* |
| 4.13(d) | Description of 6.00% Note due 2027* |
| 4.13(e) | Description of 7.125% Note due 2027* |
| 4.13(f) | Description of 8.00% Note due 2027* |
| 10.1** | Employment Agreement by and between John L. Villano and Sachem Capital Corp. (1) |
| 10.1(a)** | Amendment to Employment Agreement by and between John L. Villano and Sachem Capital Corp. (5) |
| 10.2 | Sachem Capital Corp. 2016 Equity Compensation Plan (1) |
| 10.3 | Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp. and Churchill MRA Funding I LLC (6) |
| 10.4 | Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC. and U.S. Bank National Association (6) |
| 10.5** | Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo (9) |
| 10.6 | Credit and Security Agreement, dated as of March 20, 2025, among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent (18) |
| 10.6(a) | Amendment No. 1 to the Credit and Security Agreement, dated as of June 9, 2025, among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent (23) |
| 10.6(b) | Amendment No. 2 to the Credit and Security Agreement, dated as of January 21, 2026, among SN Holdings, LLC, as the borrower, Sachem Capital Corp., as the guarantor, the lenders party thereto and Needham Bank, as administrative agent (27) |
| 10.7** | Final Form of the Restrictive Stock Grant Agreement dated February 17, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (13) |
| 10.8** | Final Form of the Restricted Stock Grant Agreement dated March 19, 2024 under the Sachem Capital Corp. 2016 Equity Compensation Plan between the Company and John L. Villano (14) |
| 10.9 | Cooperation Agreement, dated August 20, 2024, between Sachem Capital Corp. and Blackwells Capital LLC, Blackwells Onshore I LLC and Jason Aintabi (15) |
| 10.10** | Final Form of the Restrictive Stock Grant Agreement dated September 7, 2023 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (16) |
| 10.11** | Final Form of the Restrictive Stock Grant Agreement dated March 10, 2025 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Arthur Goldberg, Brian Prinz and Jeffery C. Walraven (19) |
| 10.12 | Sachem Capital Corp. 2025 Omnibus Incentive Plan (22) |
| 10.13 | Restricted Stock Award Agreement, dated August 11, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and John L. Villano (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (25) |
| 10.14** | Employment Agreement by and between Jeffery C. Walraven and Sachem Capital Corp. effective as of September 1, 2025 (24) |
| 10.15** | Restricted Stock Award Agreement, dated September 3, 2025, under the Sachem Capital Corp. 2025 Omnibus Incentive Plan between Sachem Capital Corp. and Jeffery C. Walraven (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential) (24) |
| 14.1 | Code of Ethics(7) |
| 19.1 | Insider Trading Policy of the Company (28) |
| 21.1 | List of Subsidiaries* |
| 23.1 | Consent of Baker Tilly US, LLP, dated March 12, 2026* |
| 31.1 | Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act * |
| 31.2 | Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act * |
| 32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *** |
| 32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act *** |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation (14) |
| 99.1 | Open-End Construction Mortgage, Security Agreement and Assignment of Leases and Rents, dated February 28, 2023, by Sachem Capital Corp., in connection with the New Haven Bank Mortgage refinancing (12) |
| 99.2 | Commercial Term Note made by Sachem Capital Corp to New Haven Bank, dated February 28, 2023, in the principal amount of $1,660,000 (attached as Exhibit B to Exhibit 99.1 above) |
| 99.3 | Loan Agreement between Sachem Capital Corp. and New Haven Bank, dated as of February 28, 2023 (12) |
| 99.4 | Mortgage Release releasing Sachem Capital Corp. from the $1.4 million NHB Mortgage (12) |
| 101.INS | XBRL Instance Document * |
| 101.SCH | XBRL Taxonomy Extension Schema Document * |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * |
| 101. PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
*Filed herewith.
**Compensation plan or arrangement for current or former executive officers and directors.
***Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.
(1)Previously filed as an exhibit to the Registration Statement on Form S-11, as amended (SEC File No.: 333-214323) and incorporated herein by reference.
(2)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2019, and incorporated herein by reference.
(3)Previously filed as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference.
(4)Previously filed as an exhibit to the Current Report on Form 8-K on December 20, 2021 and incorporated herein by reference.
(5)Previously filed as an exhibit to the Current Report on Form 8-K on April 14, 2021 and incorporated herein by reference.
(6)Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference.
(7)Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference.
(8)Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference.
(9)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.
(10)Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference.
(11)Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference.
(12)Previously filed as an exhibit to the Current Report on Form 8-K on March 3, 2023 and incorporated herein by reference.
(13)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference.
(14)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
(15)Previously filed as an exhibit to the Current Report on Form 8-K on August 26, 2024 and incorporated herein by reference.
(16)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference.
(17)Previously filed as an exhibit to the Current Report on Form 8-K on December 16, 2024 and incorporated herein by reference.
(18)Previously filed as an exhibit to the Current Report on Form 8-K on March 27, 2025 and incorporated herein by reference.
(19)Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
(20)Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference.
(21)Previously filed as an exhibit to the Current Report on Form 8-K on June 16, 2025 and incorporated herein by reference.
(22)Previously filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A on April 30, 2025 and incorporated herein by reference.
(23)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and incorporated herein by reference.
(24)Previously filed as an exhibit to the Current Report on Form 8-K on September 5, 2025 and incorporated herein by reference.
(25)Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference.
(26)Previously filed as an exhibit to the Current Report on Form 8-K on November 18, 2025 and incorporated herein by reference.
(27)Previously filed as an exhibit to the Current Report on Form 8-K on January 22, 2026 and incorporated herein by reference.
(28)Previously filed as an exhibit to the Current Report on Form 8-K on May 5, 2025 and incorporated herein by reference.
(c)No financial statement schedules are included because the information is either provided in the financial statements or is not required under the related instructions or is inapplicable and such schedules therefore have been omitted.
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