Power REIT

Previous wording

We are structured as a holding company and owns our assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of June 30, 2025, our assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by our subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 82 acres of land with approximately 357,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio)

Current wording

We are structured as a holding company and owns our assets through nineteen direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of September 30, 2025, our assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by our subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 82 acres of land with approximately 357,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio)

Previous wording

During the three and six months ended June 30, 2025, we did not declare a quarterly dividend of approximately $163,000 and $326,000, respectively, ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

Current wording

During the three and nine months ended September 30, 2025, we did not declare a quarterly dividend of approximately $163,000 and $490,000, respectively, ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

Previous wording

On January 24, 2025 we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which we may, from time to time, issue and sell our common shares, however, the Sales Agent is not obligated to sell any common shares and there are limits on the dollar amount of common shares we can sell pursuant to the Sales Agreement. In addition, our ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time as the market value of our voting securities held by non-affiliates is $75 million or more.

Current wording

On January 24, 2025 we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which we may, from time to time, issue and sell our common shares, however, the Sales Agent is not obligated to sell any common shares and there are limits on the dollar amount of common shares we can sell pursuant to the Sales Agreement. In addition, our ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time as the market value of our voting securities held by non-affiliates is $75 million or more. To date, no common shares have been sold pursuant to the Sales Agreement.

Previous wording

The Greenhouse Loan was secured by most of the Greenhouse Portfolio. The Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, we resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to our subsidiaries and released obligations related to the Greenhouse Loan. We will seek to realize value from the retained assets by leasing and/or selling. The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. The balance of the Greenhouse Loan as of June 30, 2025 and December 31, 2024 was approximately $0 and $16,720,000 (approximately $13.3 million of principal, $2.1 million of interest and default interest and $1.3 million of loan expenses). During the six months ended June 30, 2025 and 2024, we recognized approximately $554,000 and $624,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended June 30, 2025 and 2024, we recognized approximately $265,000 and $373,000, respectively of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in the Consolidated Statements of Operations. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, we recognized a non-cash gain of approximately $1,093,000. This gain arose from the write-off of both the properties with a combined book value of approximately $17,083,000 and the associated loan obligations which totaled approximately $17,997,000, including accrued interest, default interest, and loan modification expenses (late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees) and the write off of accrued property tax of approximately $179,000.

Current wording

The Greenhouse Loan was secured by most of the Greenhouse Portfolio. The Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, we resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to our subsidiaries and released obligations related to the Greenhouse Loan. We will seek to realize value from the retained assets by leasing and/or selling. The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. The balance of the Greenhouse Loan as of September 30, 2025 and December 31, 2024 was approximately $0 and $16,720,000 (approximately $13.3 million of principal, $2.1 million of interest and default interest and $1.3 million of loan expenses). During the nine months ended September 30, 2025 and 2024, we recognized approximately $554,000 and $739,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended September 30, 2025 and 2024, we recognized approximately $0 and $116,000, respectively of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in the Consolidated Statements of Operations. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, we recognized a non-cash gain of approximately $1,093,000. This gain arose from the write-off of both the properties with a combined book value of approximately $17,083,000 and the associated loan obligations which totaled approximately $17,997,000, including accrued interest, default interest, and loan modification expenses (late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees) and the write off of accrued property tax of approximately $179,000.

Previous wording

We may seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us.

Current wording

We may seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us. The Trust is also exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

Previous wording

Revenue during the three months ended June 30, 2025 and 2024 was $506,783 and $519,349, respectively. Revenue during the three months ended June 30, 2025, consisted of revenue from lease income from direct financing lease of $228,750, rental income of $236,139, and other income of $41,894. The decrease in total revenue was primarily related to a $18,926 decrease in interest income offset by an increase of rental income of $6,360 due to new cannabis tenants. Expenses for the three months ended June 30, 2025 compared to the same period in 2024 decreased by $18,410,419, primarily due to a substantial lower impairment expense in 2025 of $17,435,824, decreased property expenses of $269,665, and a decrease in depreciation expense of $163,127 as several properties are considered held for sale. The difference is also due to a decrease in general and administrative expenses of $18,101 offset by an increase of property tax expense of $48,733. Other income increased by $1,068,229 primarily due to the gain on extinguishment of debt of $1,092,670 offset by a loss on the sale of a property of $7,628. Net income attributable to common shares during the three months ended June 30, 2025 was $157,706 compared to a net loss of $19,308,376 for the three months ended June 30, 2024, an increase of $19,466,082.

Current wording

Revenue during the three months ended September 30, 2025 and 2024 was $513,110 and $1,426,112, respectively. Revenue during the three months ended September 30, 2025, consisted of revenue from lease income from direct financing lease of $228,750, rental income of $245,729, and other income of $38,631. The decrease in total revenue was primarily driven by a $785,000 reduction in rental income from related parties, a $107,775 decline in other rental income (which in total includes approximately $925,000 recognized from non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured), and a decrease in other income of $20,227. Expenses for the three months ended September 30, 2025 compared to the same period in 2024 decreased by $1,338,361, primarily due to a decrease in impairment expense of $163,599, a decrease in interest expense of $627,800 due to the settlement of the Greenhouse Loan, a decrease in depreciation expense of $131,775 as several properties are considered held for sale, a decrease in property expenses of $393,177, and a decrease in general and administrative expense of $72,010. Other income increased by $73,207 primarily due to a realized gain on marketable securities of $377,499 and an unrealized gain on marketable securities of $46,412, offset by a decrease of forgiveness of accounts payable of $350,704. Net income (loss) attributable to common shares during the three months ended September 30, 2025 was a gain of $60,344 compared to a net loss of $488,222 for the three months ended September 30, 2024, an increase of $548,566.

Previous wording

Revenue during the six months ended June 30, 2025 and 2024 was $992,577 and $1,053,961, respectively. Revenue during the six months ended June 30, 2025, consisted of revenue from lease income from direct financing lease of $457,500, rental income of $446,918, and other income of $88,159. The decrease in total revenue was primarily related to a $43,500 decrease in rental income from the cannabis tenants due to defaulted leases related to the challenges within the cannabis industry and decrease in other income of $17,884. Expenses for the six months ended June 30, 2025 compared to the same period in 2024 decreased by $19,546,587 primarily due to a substantial lower impairment expense in 2025 of $17,985,381, decreased property expenses of $235,145, and a decrease in depreciation expense of $648,622 as several properties are considered held for sale. The difference is also due to a decrease in general and administrative expenses of $144,826 and a decrease in interest expense of $588,689 offset by an increase of property tax expense of $56,076. Other income increased by $644,765 primarily due to the gain on extinguishment of debt of $1,092,670 offset by a loss of the sale of a property of $402,022 and an unrealized loss on marketable securities of $45,883. Net loss attributable to common shares during the six months ended June 30, 2025 and 2024 was 1,418,613 and $21,548,581, respectively, a decrease of $20,129,968.

Current wording

Revenue during the nine months ended September 30, 2025 and 2024 was $1,505,687 and $2,480,073, respectively. Revenue during the nine months ended September 30, 2025, consisted of revenue from lease income from direct financing lease of $686,250, rental income of $692,647, and other income of $126,790. The decrease in total revenue was primarily driven by a $785,000 reduction in rental income from related parties, a $151,275 decline in other rental income (which in total includes approximately $925,000 recognized from non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured), and a decrease in other income of $38,111. Expenses for the nine months ended September 30, 2025 compared to the same period in 2024 decreased by $20,934,948 primarily due to a substantial lower impairment expense in 2025 of $18,148,980, decreased interest expense of $1,216,489 due to the settlement of the Greenhouse Loan, a decrease in depreciation expense of $780,397 as several properties are considered held for sale, a decrease in general and administrative expenses of $216,836 and a decrease in property expenses of $572,246. Other income increased by $717,972 primarily due to the gain on extinguishment of debt of $1,092,670, an increase in realized gain of marketable securities of $377,499, an increase in unrealized gain of marketable securities of $529 offset by a decrease in gain on sale of a property of $402,022 and a decrease in forgiveness of accounts payable of $350,704. Net loss attributable to common shares during the nine months ended September 30, 2025 and 2024 was 1,358,269 and $22,036,803, respectively, a decrease of $20,678,534.

Previous wording

Our cash and cash equivalents totaled $1,481,349 as of June 30, 2025, a decrease of $750,237 from December 31, 2024. During the six months ended June 30, 2025 and 2024, cash used in operating activities was $677,137 and $943,652, respectively. The decrease in cash used is primarily due to a smaller net loss in 2025, as well as favorable changes in working capital, including a decrease in prepaid expense and an increase in accrued expenses. This is partially offset by lower non-cash expenses, including depreciation, impairment expense and share-based compensation. Investing activities during for the six months ended June 30, 2025 and 2024 were $9,822 and $870,642, respectively. The decrease is mainly due to lower proceeds from property sales and a new investment in marketable securities in 2025. Cash used in financing activities during the six months ended June 30, 2025 was $82,922, compared to $1,096,246 in the prior year. The difference is due to lower principal payments on long-term debt, partially offset by new debt proceeds in 2025.

Current wording

Our cash, cash equivalents and restricted cash totaled $1,993,495 as of September 30, 2025, a decrease of $238,091 from December 31, 2024. During the nine months ended September 30, 2025 and 2024, cash used in operating activities was $200,693 and $1,105,439, respectively. The decrease in cash used is primarily due to a smaller net loss in 2025, as well as favorable changes in working capital, including a decrease in prepaid expense and a decrease in accrued expenses. This is partially offset by lower non-cash expenses, including depreciation, impairment expense and share-based compensation. Cash provided from investing activities during for the nine months ended September 30, 2025 and 2024 were $600,113 and $915,642, respectively. The decrease is mainly due to lower proceeds from property sales offset by investment in marketable securities in 2025. Cash used in financing activities during the nine months ended September 30, 2025 was $637,511, compared to $1,519,445 in the prior year. The difference is due to lower principal payments on long-term debt, partially offset by new debt proceeds in 2025.

Previous wording

Our current loan liabilities totaled approximately $738,000 as of June 30, 2025. We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,119,000. If the property taxes remain delinquent, the Greenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.

Current wording

Our current loan liabilities totaled approximately $750,000 as of September 30, 2025. We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,220,000. If the property taxes remain delinquent, the Greenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.

Previous wording

During the six months ended June 30, 2025, we generated approximately $56,000 of cash from debt service related to the seller financing provided in 2024 and we sold two properties, one of which produced another seller finance agreement for $105,000, which amortizes over a 60- month period at an interest rate of 11% per annum. The seller financing agreements have a combined remaining balance of $1,632,198 as of June 30, 2025.

Current wording

During the nine months ended September 30, 2025, we generated approximately $185,000 of cash from debt service related to the seller financing provided in 2024 and we sold two properties, one of which produced another seller finance agreement for $105,000, which amortizes over a 60- month period at an interest rate of 11% per annum. The seller financing agreements have a combined remaining balance of $1,604,265 as of September 30, 2025.

Previous wording

A reconciliation of our Core FFO to net income for the six months ended June 30, 2025, and 2024 is included in the table below:

Current wording

A reconciliation of our Core FFO to net income for the nine months ended September 30, 2025, and 2024 is included in the table below: