Power REIT

Previous 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)

Current wording

We are structured as a holding company and own our assets through seventeen 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 March 31, 2026, 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 77 acres of land with approximately 330,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio)

Previous 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”).

Current wording

During the three months ended March 31, 2026, the Trust did not declare a quarterly dividend of approximately $163,000 ($0.484375 per share per quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

Previous wording

We are currently seeking to refine our property holdings by selling greenhouse properties and/or re-leasing them in an effort to improve the overall performance going forward. Effective April 11, 2025, we closed on a settlement agreement with the lender for the Greenhouse Loan. See “Settlement of Greenhouse Loan,” above, for more information.

Current wording

We are currently seeking to refine our property holdings by selling greenhouse properties and/or re-leasing them in an effort to improve the overall performance going forward. Effective April 11, 2025, we closed on a settlement agreement with the lender for the Greenhouse Loan, which resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. The transaction also relieved the ongoing costs associated with maintaining the Nebraska and Michigan properties. We will continue to seek to realize value from the retained assets. This will include entering into new leases and selling properties based on market conditions. We will also continue to focus on improving cash collections from existing tenants. In addition, we are exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

Previous wording

5 An impairment has been taken against this asset

Current wording

5 An impairment/allowance for receivable has been taken against this asset

Previous wording

The consolidated financial statements are prepared in conformity with accounting principles and generally accepted in the United States of America (“GAAP”), which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2024 10-K.

Current wording

The consolidated financial statements are prepared in conformity with accounting principles and generally accepted in the United States of America (“GAAP”), which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. None of the estimates are considered critical accounting estimates.

Previous 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.

Current wording

Revenue during the three months ended March 31, 2026 and 2025 was $480,436 and $485,794, respectively. Revenue during the three months ended March 31, 2026, consisted of rental income of $215,679, direct financing lease income of $228,750, and other income of $36,007. The decrease in total revenue was due to an increase in rental income of $4,900 and a decrease in other income of $10,258.

Previous 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.

Current wording

Expenses for the three months ended March 31, 2026 compared to the same period in 2025 decreased by $1,024,395 to $845,441, primarily due to a decrease in interest expense of $757,059 due to the settlement of the Greenhouse Loan and a decrease in property expenses and taxes of $401,986 and to a lesser extent, a decrease in general and administrative expense of $120,867, offset by an increase in impairment expense of $247,353 and an increase in depreciation expense of $8,164.

Previous wording

Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan that resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties. Following the resolution of the Greenhouse Loan, our management believes that the going concern doubt in our 2024 10-K and previous quarterly reports on Form 10-Q has been alleviated, and that our cash should provide greater than twelve months of liquidity for our capital needs.

Current wording

Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan that resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties.

Previous 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.

Current wording

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 of approximately $1,310,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure actions.

Previous wording

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which it may, from time to time, issue and sell its 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 it can sell pursuant to the Sales Agreement. In addition, the Trust’s 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 the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. To date, no common shares have been sold pursuant to the Sales Agreement.

Current wording

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s 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 the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. As of March 31, 2026, 282,613 common shares have been sold pursuant to the Sales Agreement. During the three months ended March 31, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.

Previous 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.

Current wording

During the three months ended March 31, 2026, we generated approximately $55,000 of cash from debt service related to the seller financing provided in 2024 and 2025. The remaining seller financing agreements have a combined remaining balance of $962,431 as of March 31, 2026.

Previous 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.

Current wording

During the three months ended March 31, 2026 and 2025, cash used in operating activities was $147,117 and $436,648, respectively. The decrease in cash used is primarily due to a smaller net loss during the three months ending March 31, 2026, as well as favorable changes in working capital, including a decrease in prepaid expense, stock-based compensation and a decrease in accrued expenses.

Previous wording

Our management believes that Core FFO is a useful supplemental measure of our operating performance. Our management believes that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, such as one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain non-cash expenses, including share-based compensation expense, amortization and certain up front financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

Current wording

Our management believes that Core FFO is a useful supplemental measure of our operating performance. Our management believes that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, and certain non-cash expenses, including amortization and certain upfront financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

Previous 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:

Current wording

A reconciliation of our Core FFO to net income for the three months ended March 31, 2026 and 2025 is included in the table below: