Sachem Capital Corp. 8-K

What Happened On May 17, 2026, Sachem Capital Corp. entered into a Contribution Agreement with Industrial Realty Group Global, LLC (IRG Global). Under the agreement IRG Global will contribute 100% of the membership interests in IRG Master Holdings, LLC (its industrial real estate portfolio) into a newly formed subsidiary Operating Partnership controlled by Sachem in exchange for OP Units in the Operating Partnership and Class B common stock of Sachem. Sachem will complete pre-closing reorganizations (including a 20-for-1 reverse stock split, redomestication to Delaware and a name change to “IRG Realty Trust, Inc.”) and expects the transaction to close by the end of 2026, subject to shareholder approval and customary closing conditions.

Key Details

• Transaction economics (assumptions): IRG portfolio implied gross asset value ≈ $2.9 billion; debt ≈ $1.4 billion; net asset value ≈ $1.5 billion; deemed Sachem share exchange price used in formula $2.00/sh.
• Ownership post-close: IRG Global expected to hold ~94.1% of OP Units; Sachem to retain ~5.9% of OP Units.
• Governance and voting: Class B shares (issued to IRG) have no economic rights but initially will represent 51% of total voting power while IRG’s economic interest in OP Units is ≥51%; board of directors at closing to be seven members (including Stuart Lichter as Chair and multiple IRG designees).
• Timing, approvals & fees: Closing subject to Sachem shareholder approval and other conditions; outside date April 30, 2027 (IRG has a one-time 45-day extension in limited circumstances); certain deal-termination scenarios trigger a $4.0 million termination fee.

Why It Matters This is a transformational, non-cash combination that would transfer IRG’s large industrial real estate portfolio into Sachem’s new Operating Partnership and give IRG effective control of voting power and governance while Sachem minority unitholders retain a residual economic stake. The deal requires Sachem shareholder approval, involves a reverse split and corporate reorganization, and includes registration rights and lock-ups that affect future share liquidity. Retail investors should watch upcoming proxy materials and the special shareholder meeting for details on dilution, voting control, timing, and the final calculation of units and share counts at closing.