Sachem Capital (SACH) Proxy filing summary

Executive summary

• IRG will contribute 98 industrial assets to Sachem Capital Corp., forming IRG Realty Trust, Inc. (IRGT), a top-10 public industrial REIT with an implied enterprise value of $3.4 billion at closing.

• IRG will own 94.1% of IRGT via OP units, while existing Sachem shareholders will retain 5.9% ownership; IRG also receives non-economic Class B voting shares with a 51% voting cap.

• The transaction values Sachem shares at $2.00 each, a 90% premium to the 30-day VWAP, and includes a 20-to-1 reverse stock split.

• The combined company will focus on mission-critical industrial infrastructure, with a diversified tenant base and significant mark-to-market rent growth potential.

• The transaction is expected to close by year-end 2026, subject to shareholder approval and customary conditions.

Voting matters and shareholder proposals

• Sachem shareholders will vote on the transaction at a special meeting, with approval required for the deal to proceed.

• The proxy statement will provide details on the transaction, and shareholders are urged to read it in full before voting.

• If the agreement is terminated under certain conditions, Sachem may owe IRG a $4 million termination fee.

Board of directors and corporate governance

• The post-closing board will have seven members: Stuart Lichter (Chairman), John Villano, one Sachem-designated independent director, three IRG-designated independent directors, and one IRG-designated non-independent director.

• IRG will have significant consent rights over major partnership actions as long as it holds more than 35% of OP units.

• The company will redomesticate from New York to Delaware and change its name to IRG Realty Trust, Inc.