Sachem Capital (SACH) Proxy filing summary

Executive summary

• Sachem Capital Corp. entered a definitive contribution agreement with Industrial Realty Group (IRG) to form IRG Realty Trust, Inc. (IRGT), a top-10 publicly listed industrial REIT with an enterprise value of $3.4 billion, expected to close by year-end 2026 pending shareholder approval.

• IRG will contribute 98 industrial assets, and Sachem will contribute its real estate capital solutions platform; IRG will own about 94.1% of IRGT, Sachem shareholders about 5.9%.

• The transaction aims to create a scaled, lease-driven platform with recurring cash flows, diversified growth levers, and a more resilient earnings profile.

• A 20-to-1 reverse stock split is planned at closing, with a post-split reference price of ~$40 per share, and a new credit facility is expected to be arranged by Scotiabank.

• The combined company will focus on mission-critical industrial infrastructure, with a diverse tenant base and a strategy for organic and acquisition-driven growth.

Voting matters and shareholder proposals

• The transaction is subject to customary closing conditions and approval by Sachem shareholders, who will receive a proxy statement with full details.

• Shareholders are urged to read the proxy statement and related SEC filings before voting.

Board of directors and corporate governance

• Governance will align with public REIT standards, including a majority-independent board.

• Stuart Lichter, IRG's President & Founder, will chair the board post-closing; Sachem's CEO will remain a board member.

• The board will retain strategic capital allocation and governance authority, subject to IRG's consent rights at the operating partnership.