Sachem Capital Enters Contribution Agreement With Industrial Realty Group In $3.4B Transaction That Values SACH At $2.00 Per Share, With Existing Shareholders Receiving ~5.9% Of The Combined Enterprise IRG Realty Trust

Sachem Capital Corp. (NYSE: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 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.

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.