NYSE: SCCE

Our primary objective is to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this objective via a simple, yet compelling, two-prong strategy: accelerate profitable growth and drive operational excellence, thereby reducing general and administrative expenses as a percentage of revenue. We will continue to selectively originate loans and carefully manage our loan portfolio in a manner designed to generate attractive risk-adjusted returns across a variety of market conditions, economic cycles and high-growth geographies.

In addition to originating and servicing loans, we may from time to time reposition and develop real estate acquired through foreclosure or intentional acquisition where management believes value creation opportunities exist.

Management

John L. Villano, CPA, is our founder, Chairman, President and Chief Executive Officer. He is responsible for overseeing all aspects of our business operations, including investor relations, brand development and business development. Prior to starting Sachem, Mr. Villano was engaged in the private practice of accounting and auditing for almost 30 years.

In December 2024, Jeffery C. Walraven was appointed to serve as our Interim Chief Financial Officer. He was named Executive Vice President and Chief Financial Officer effective September 1, 2025. Mr. Walraven joined us in August 2024 as a member of our board of directors (the "Board")and a member of the Board's Audit, Compensation and Nominating and Corporate Governance committees. In connection with his interim appointment, he resigned as a member of all the committees and in connection with his permanent appointment, he resigned his board membership. Mr. Walraven has extensive experience with private and public real estate companies working on matters including capital markets, accounting and finance.

4

Table of Contents

Our Origination Process and Underwriting Criteria

Our executive management team possesses extensive experience in both residential and commercial mortgage lending, navigating various economic and market conditions with expertise. A primary source of new transactions is repeat business from existing and former borrowers, along with referrals of new business. Additionally, we generate leads through strategic partnerships with banks, brokers, attorneys, and targeted web-based advertising.

When underwriting a loan, our primary focus is evaluating the value of the property that will secure the loan. Before making a final decision on a loan application, we conduct thorough due diligence on both the property, the borrower, and if the borrower is an entity, the principals of the borrower. We rely on readily available market data, including independent appraisals, Automated Valuation Models, trailing twelve month financial statements, rent rolls (if applicable), recent sales transactions and broker insights, to assess the value of the collateral.

Additionally, if the property securing our loan is in development or being renovated, our asset management team reviews the construction aspects of the project. The members of the asset management team meet with the borrower, its principals, and the general contractor to understand the project scope, timelines, and any potential risks associated with the project. The asset management team continues to monitor and oversee the project until its completion. We conduct thorough due diligence by ordering title, lien, and judgment searches. In most cases, we also perform an on-site visit to assess the subject property, as well as the surrounding real estate market. If an on-site visit is not feasible, we rely on an independent appraisal to evaluate the property’s as-is or after-repair value. Additionally, we review financial and operational data provided by the borrower and its principals, focusing on how they manage and maintain the property.

To evaluate the borrower and its principals, we obtain third-party credit reports from a major credit reporting agency, conduct background checks through LexisNexis, and request personal financial statements. We verify these statements by requesting supporting documents such as bank and brokerage statements, along with mortgage statements for any properties listed on their “Schedule of Real Estate Owned”, which is part of our loan application. All of this information is carefully analyzed before making a final decision.

Our decision to proceed with the funding of the loan is primarily driven by our comprehensive evaluation of the property’s value. This evaluation considers multiple factors that impact value, including, without limitation, local market conditions, the current and potential alternative uses of the property, the existing and projected net income generated by the property, sales data for comparable properties, applicable zoning regulations and the creditworthiness of the borrower and its principals. Additionally, we assess the experience and qualifications of the borrower and its principals in real estate ownership, construction, development, and project management. As part of our due diligence, we engage third-party professionals and experts, including appraisers, engineers, title insurers, and attorneys, to ensure a thorough and informed decision- making process. Loan commitments are issued following a comprehensive review and approval process by our executive management team. In the event of any deviations from our standard guidelines, an exception report must be signed by the executive management team. Loan commitments are typically contingent upon thorough underwriting and the receipt of satisfactory title documentation and title reports for the underlying property.

The typical terms of our loans are as follows:

Principal amount. We have a policy that limits the maximum amount of our exposure to a single borrower or a group of affiliated borrowers to 10% of the aggregate amount of our loan portfolio, unless otherwise approved by the Board. In addition, any loan with an original principal amount exceeding $5 million must be approved by the Board.

Loan-to-Value Ratio; Loan to Cost Ratio. Our underwriting guidelines provide that the original principal amount of a loan should not exceed 70% of the fair market value of the property securing the loan. In the case of properties undergoing renovation, our underwriting guidelines provide that the original principal amount of a loan should not exceed 85% of the total cost of the project. However, we make exceptions to this guideline if the facts and circumstances support the incremental risk. The factors we will consider include the additional collateral provided by the borrower, the credit profile of the borrower, our previous relationship, if any, with the borrower, the nature of the property, the geographic market in which the property is located and any other information we deem appropriate.

Interest rate. Currently, a fixed rate is typically between 10.0% to 13.0% per annum with a default rate of up to 24% per annum.

5

Table of Contents

Origination fees. Generally, the range is from 1% to 3%. In addition, if the term of the loan is extended, additional points are payable upon the extension.

Term. The loan term typically ranges from one to three years, with early termination allowed in the event of a refinance or property sale. Extensions may be granted if the borrower complies with all covenants and the loan meets our current underwriting criteria. Extensions are generally for one year, but may vary based on the loan’s circumstances.

Prepayments. In most cases, a borrower may prepay the loan at any time without premium or penalty.

Covenants. To promptly pay real estate taxes, property insurance, general liability insurance, builder’s risk insurance, flood insurance (if applicable), and any similar charges related to the subject and collateral properties. Additionally, the borrower and its principals are responsible for ensuring the property remains secure and is not subject to deterioration, damage, or blight.

Events of default. Includes: (i) failure to make payment when due; and (ii) breach of a covenant.

Payment terms. Interest only is payable monthly in arrears. Principal is due in a “balloon” payment at the maturity date.

Escrow. Generally, none required.

Reserves. Depending on various factors, particularly the cash flow of a property, we may require the borrower to establish reserves for interest, taxes and/or insurance, particularly with respect to larger loans.

Security. Each loan is evidenced by a promissory note, which is secured by a first mortgage lien on real property owned by the borrower. A loan may be further secured by additional property owned by the borrower, a pledge by the owners of the borrower of their equity interest in the borrower and/or personal guaranties from the borrower or a related party.

Fees and Expenses. Borrowers are responsible for various fees associated with securing a loan, which may include an application fee, inspection fee, wire fee, and a bounced check fee. In the case of construction loans, borrowers are also subject to check requisition fee for each draw made from the loan. Additionally, a construction servicing fee, ranging from 1% to 2% of the total construction budget, may apply.

As is customary in real estate finance transactions, borrowers are expected to cover all expenses related to obtaining the loan. These expenses include, but are not limited to, the cost of a property appraisal, environmental assessment report (if applicable), credit report, and any title, recording, or legal fees incurred during the loan process.

Financing Strategy Overview

To continue to grow our business, we must increase the size of our loan portfolio, which requires that we use our existing working capital to fund new loans and raise additional debt and/ or equity capital. Our operating income in the future will depend on how much capital we raise and the spread between our cost of capital and the effective yield on our loan portfolio.

We do not have any formal policy limiting the amount of indebtedness we may incur. However, under the terms of the loan documents related to our various credit facilities, including the indenture covering our unsecured unsubordinated five-year notes (the “Notes”), we are required to maintain total assets exceeding 150% of our total liabilities. We may, in the future, decide to take on additional debt to expand our mortgage loan origination activities to increase the potential returns to our shareholders. The amount of leverage we deploy depends on our assessment of a variety of factors, which may include the liquidity of the real estate market in which most of our collateral is located, employment rates, the cost of funds relative to the yield curve, the potential for losses and extension risk in our portfolio, the gap between the duration of our assets and liabilities, our opinion regarding the creditworthiness of our borrowers, the value of the collateral underlying our portfolio, our outlook for interest rates and property values, and general economic conditions. At December 31, 2025, debt represented 61.4% of our total capital compared to 62.4% at December 31, 2024. We have no current plans to increase our leverage; however, we are always open to reducing our cost of capital.

6

Table of Contents

Our Loan Portfolio

The following table highlights certain information regarding our real estate lending activities for the periods indicated:

As of and For the Years Ended

December 31,

(in thousands, except number of loans and weighted averages)

20252024

Loans disbursed(1)
$152,616$134,298

Loans originated
3041

Loan repayments
$162,689$184,853

Loans repaid
69130

Principal amount of loans sold
$5,085$55,838

Number of loans sold332

Principal amount of loans transferred to real estate owned
$22,141$28,639

Number of loans transferred to real estate owned1322

Number of loans held for investment outstanding115157

Gross principal amount of loans held for investment$377,418$376,991

Weighted average contractual interest rate(2)
13.10%12.53%

Weighted average term to maturity (in months) (3)
84

__________________________

(1)Includes new originations, modifications, and draws.

(2)Includes default interest.

(3)Does not give effect to extensions.

At December 31, 2025 and 2024, our outstanding mortgage loan portfolio included loans with outstanding principal balances up to $38.3 million. The table below gives a breakdown of our loans held for investment by loan size as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024

AmountNumber of

LoansPercentageAggregate Gross

Principal

AmountPercentageNumber of

LoansPercentageAggregate Gross

Principal

AmountPercentage

(in thousands)(in thousands)

$1,000,000 or less4942.6 %$21,109 5.6 %7547.8 %$30,629 8.1 %

$1,000,001 to $5,000,0004640.0 %108,128 28.6 %6541.4 %146,939 39.0 %

$5,000,001 to $10,000,000108.7 %64,833 17.2 %85.1 %51,831 13.7 %

$10,000,001 or more108.7 %183,348 48.6 %95.7 %147,592 39.2 %

Total115100.0 %$377,418 100.0 %157100.0 %$376,991 100.0 %

Most of our loans are funded in full at closing. However, where all or a portion of the loan proceeds are to be used to fund the costs of renovating or constructing improvements on the property, only a portion of the loan may be funded at closing. At December 31, 2025, our loan portfolio included 43 loans with future funding obligations, having a funded outstanding principal amount of $198.8 million and unfunded obligations of $37.2 million pending borrower performance. Advances under these loans are funded against requests supported by all required documentation (including lien waivers) as and when needed to pay contractors and other costs of construction. Most of the properties we finance are residential or commercial investment and have a construction component. However, for all loans, the properties are held only for investment by the borrowers and may or may not generate cash flow.

7

Table of Contents

As of December 31, 2025, the primary markets in which we were exposed were Connecticut, Florida, Massachusetts and New York. The table below gives a breakdown of our loans held for investment by state as of December 31, 2025:

StateNumber of

LoansPercentageGross Principal

OutstandingPercentage

(in thousands)

Connecticut4841.8 %$101,019 26.9 %

Florida1613.9 %114,19830.3 %

Georgia21.7 %5,0401.3 %

Maine21.7 %9140.2 %

Maryland21.7 %3,0730.8 %

Massachusetts108.7 %59,56915.8 %

New Jersey32.6 %3,5810.9 %

New York1714.8 %30,9448.2 %

North Carolina43.5 %25,3746.7 %

Pennsylvania32.6 %4,9691.3 %

Rhode Island21.7 %1,5470.4 %

South Carolina43.5 %12,6033.3 %

Tennessee10.9 %13,2273.5 %

Washington D.C.10.9 %1,3600.4 %

Total115100.0 %$377,418 100.0 %

The following table details our loans held for investment as of December 31, 2025 by year of origination:

Year of OriginationNumber of

LoansPercentageAggregate Gross

Principal

AmountPercentage

(in thousands)

20252420.9 %$87,991 23.3 %

20241714.8 %31,4308.3 %

20232118.3 %83,37922.1 %

20221916.5 %43,54711.5 %

20212420.9 %122,52532.5 %

202043.5 %6,2551.7 %

2019 and prior65.1 %2,2910.6 %

Total115100.0 %$377,418 100.0 %

8

Table of Contents

The following tables set forth information regarding the types of properties securing loans held for investment at December 31, 2025 and 2024:

At December 31,

20252024

(in thousands)

Aggregate Gross Principal AmountPercentageAggregate Gross Principal AmountPercentage

Residential$202,234 53.6 %$211,939 56.2 %

Commercial110,178 29.2 %95,509 25.3 %

Pre-Development Land17,977 4.8 %23,466 6.3 %

Mixed Use47,029 12.4 %46,077 12.2 %

Total$377,418 100.0 %$376,991 100.0 %

Allowance for Credit Losses

Our allowance for credit losses is influenced by historical loss experience, current exposure by geographical region, current expected credit losses on loans in foreclosure based on fair value less cost to sell, non-performing status, and other supportable forecasts of economic conditions. A loan is considered non-performing once it has been delinquent on its monthly payments past 90 days.

The following table presents the allowance for credit losses against unpaid principal balance of loans held for investment:

At December 31,

20252024

(in thousands )

Aggregate Gross Principal AmountAllowancePercentage of

Respective

PrincipalAggregate Gross Principal AmountAllowancePercentage of

Respective

Principal

Performing – General reserve$259,833 $(4,785)1.8 %$289,909 $(5,051)1.7 %

Non-performing – General reserve25,945 (477)1.8 %5,396 (96)1.8 %

Non-performing – Direct reserves54,134 (2,054)3.8 %57,808 (7,265)12.6 %

Non-performing in Foreclosure – Direct reserves37,506 (4,194)11.2 %23,878 (6,058)25.4 %

Non-performing subtotal$117,585 $(6,725)5.7 %$87,082 $(13,419)15.4 %

Total$377,418 $(11,510)3.0 %$376,991 $(18,470)4.9 %

For further information, see Note 4 – Loans and Allowance for Credit Losses.

Investment in Developmental Real Estate

As of December 31, 2025, we owned seven properties that were classified as investments in developmental real estate. The projects are in various phases of completion.

9

Table of Contents

The following table details the carry value of our investment in rental real estate owned property reflected on our Consolidated Balance Sheets as of December 31, 2025:

Property TypeLocationMonth of

AcquisitionCarrying

Value

(in thousands)

CommercialBranford, CTJuly 2025$1,541

Residential - Single family (3 parcels)Old Lyme, CTMay 20251,910

Residential - Multifamily (1 parcel)East Windsor, CTMarch 20252,037

Residential - Multifamily (2 parcels)New London, CTNovember 20244,250

Accumulated depreciation(19)

Total$9,719

For further information, see Note 5 – Investment in Developmental Real Estate, Net — to our consolidated financial statements for the year ended December 31, 2025.

Real Estate Owned

As of December 31, 2025, we owned fourteen properties, each of which previously served as collateral for first mortgage loans. Thirteen properties were acquired during the year ended December 31, 2025 in connection with foreclosure actions. Thirteen properties were sold during the year ended December 31, 2025. Five properties were transferred from real estate owned to investment in developmental real estate during the year ended December 31, 2025.

The following table details the carrying value of each of our real estate owned properties reflected on our Consolidated Balance Sheets as of December 31, 2025:

Property TypeLocationMonth of

AcquisitionCarrying

Value

(in thousands)

Commercial - RestaurantBristol, CTMarch 2019$750

LandBristol, CTDecember 20191,050

Residential - Single FamilyBellingham, MADecember 2023293

Residential - Multi FamilyFlagler Beach, FLOctober 20243,382

Commercial - OfficeWindsor, CTDecember 20241,400

Commercial - OfficeWindsor, CTDecember 20242,000

LandMarathon, FLJanuary 2025410

Commercial - OfficeBaltimore, MDJuly 2025644

Mixed UseCumberland Center, MEJuly 2025270

Commercial - OfficeWilton, CTSeptember 20251,338

Commercial - OfficeWilton, CTSeptember 2025334

Residential - Multi FamilyJacksonville, FLOctober 20252,400

Residential - Multi FamilyDaytona Beach, FLOctober 20252,038

Residential - Single FamilyAnsonia, CTDecember 202593

Total$16,402

For further information, see Note 6 – Real Estate Owned (REO) — to our consolidated financial statements for the year ended December 31, 2025.

Investments in limited liability companies

As of December 31, 2025, we had investments in limited liability companies of $39.1 million, consisting of limited liability membership equity investments in real estate note-on-note mortgage investment vehicles, direct investments in real estate, and a direct investment in an real estate asset manager.

For further information, see Note 17 – Limited Liability Company Investments — to our consolidated financial statements for the year ended December 31, 2025.

10

Table of Contents

Competition

The real estate finance markets in which we operate are highly competitive. Competition is becoming more of a factor as we implement our strategy to focus on larger loans and more sophisticated borrowers. Our competitors include traditional lending institutions such as regional and local banks, savings and loan institutions, credit unions and other financial institutions as well as other market participants such as specialty finance companies, REITs, investment banks, insurance companies, hedge funds, private equity funds, family offices and high net worth individuals. In addition, there are numerous lenders of significant size serving the markets in which we currently operate and those in which we plan to operate in the future. Many of these competitors enjoy competitive advantages over us, including greater name recognition, established lending relationships with customers, financial resources, and access to accretive capital. Our principal competitive advantages include our experience, our reputation, our size and our ability to address the needs of borrowers in terms of timing and structuring loan transactions.

Notwithstanding intense competition and some of our competitive disadvantages, we believe we have carved a niche for ourselves among small and mid-size real estate developers, owners and contractors in the markets in which we operate because we are well-capitalized, we have demonstrated flexibility to structure loans to suit the needs of the individual borrower and we can act quickly. In addition, through our marketing efforts, we have developed a brand identity in some of the other markets in which we operate, particularly those along the eastern seaboard of the United States. We believe we have developed a reputation among borrowers in these markets for offering reasonable terms and providing outstanding customer service. We further believe our future success will depend on our ability to maintain and capitalize on our existing relationships with borrowers and brokers and to expand our borrower base by continuing to offer attractive loan products, remain competitive in pricing and terms, and provide superior service.

Sales and Marketing

We utilize a single third-party vendor for Search Engine Optimization (“SEO”) and Google advertisement analysis. However, all market analysis and targeted location strategies are conducted in-house by our marketing department. Additionally, all SEO and advertising efforts managed by the third-party vendor requires internal approval from our marketing department. In addition, a principal source of new transactions has been repeat business from prior customers and their referral of new leads.

We have established a comprehensive digital marketing strategy to drive loan origination through multiple targeted campaigns. Digital marketing and online advertising have proven to be effective and cost-efficient methods for lead generation. These initiatives are designed to engage potential borrowers actively seeking lending solutions online. By leveraging diverse digital advertising platforms, we have successfully identified and cultivated a new borrower segment. Furthermore, we have strategically partnered with various online platforms to be recognized as a “listed lender,” enhancing our market presence and distinguishing our services from competitors in the evolving digital landscape.

In addition to our digital marketing efforts, we maintain a steady flow of loan originations through borrower retention and referrals, which continue to be a significant driver of new business. Our strong borrower relationships and commitment to customer service contribute to repeat business and word-of-mouth referrals, reinforcing our lending platform’s reliability and trustworthiness. Additionally, we have solidified strategic partnerships with banks and brokers, further expanding our network and providing a consistent pipeline of potential borrowers. These combined efforts ensure a balanced approach to loan origination, leveraging both digital innovation and established industry relationships to support sustainable growth.

Intellectual Property

Our business does not depend on leveraging any intellectual property rights. To the extent we own any rights to intellectual property, we rely on a combination of federal, state and common law trademarks, service marks and trade names, copyrights and trade secret protection. We have not registered any trademarks, trade names, service marks or copyrights in the United States Patent and Trademark Office.

Employees

As of December 31, 2025, we had 27 employees, of which 26 were full-time.

Taxation - REIT Qualification

We believe that we have qualified as a REIT since the consummation of the IPO and that it is in the best interests of our shareholders that we continue to operate as a REIT. As a REIT, we are required to distribute at least 90% of our taxable income to our shareholders on an annual basis.

Our qualification as a REIT depends on our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code, relating to, among other things, the sources of our gross

11

Table of Contents

income, the composition and values of our assets, our compliance with the distribution requirements applicable to REITs and the diversity of ownership of our outstanding Common Shares.

So long as we qualify as a REIT, we, generally, will not be subject to U.S. federal income tax on our taxable income that we distribute currently to our shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate income tax rates and may be precluded from electing to be treated as a REIT for four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income.

Sachem Opportunities Corp., a wholly-owned subsidiary of Sachem Capital Corp., is our taxable REIT subsidiary (“TRS”). As such, it pays U.S. federal, state, and local taxes on its net taxable income. See Item 1A – Risk Factors for additional REIT qualification and tax status information.

Regulation

Our operations are subject, in certain instances, to supervision and regulation by state and federal governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions. In addition, we may rely on exemptions from various requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Investment Company Act and ERISA. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties who we do not control.

Regulation of Commercial Real Estate Lending Activities

Although most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges and on certain collection practices and creditor remedies and require licensing of lenders and financiers and adequate disclosure of certain contract terms. We also are required to comply with certain provisions of, among other statutes and regulations, certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans, the USA PATRIOT Act, regulations promulgated by the Office of Foreign Asset Control and federal and state securities laws and regulations.

Investment Company Act Exemption

Although we reserve the right to modify our business methods at any time, we are not currently required to register as an investment company under the Investment Company Act. However, we cannot assure you that our business strategy will not evolve over time in a manner that could subject us to the registration requirements of the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Real estate mortgages are excluded from the term “investment securities.”

We rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act which excludes from the definition of investment company “any person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses . . . (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” The U.S. Securities and Exchange Commission (the “SEC”) generally requires that, for the exception provided by Section 3(c)(5)(C) to be available, at least 55% of an entity’s assets be comprised of mortgages and other liens on and interests in real estate, also known as “qualifying interests,” and at least another 25% of the entity’s assets must be comprised of additional qualifying interests or real estate-type interests (with no more than 20% of the entity’s assets comprised of miscellaneous assets). We believe we qualify for the exemption under this section and our current intention is to continue to focus on originating short term loans secured by first mortgages on real property. However, if, in the future, we do acquire non-real estate assets without the acquisition of substantial real estate assets, we may qualify as an “investment company” and be required to register as such under the Investment Company Act, which could have a material adverse effect on us.

If we were required to register as an investment company under the Investment Company Act, we would be subject to substantial regulation with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry concentration, and other matters.

12

Table of Contents

Qualification for exclusion from the definition of an investment company under the Investment Company Act will limit our ability to make certain investments. In addition, complying with the tests for such exclusion could restrict the time at which we can acquire and sell assets.

Available Information

We maintain a website at www.sachemcapitalcorp.com. We are providing the address to our website solely for information purposes. The information on our website is not a part of, and is not incorporated by reference into, this Report. Through our website, we make available, free of charge, our annual proxy statement, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish them to, the SEC.