Power REIT
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
PW$6.75+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023524
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001493152-26-037387
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 82 current paragraphs.
48 unchanged; 18 reworded; 13 added; 5 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
On June 2, 2026, the Trust initiated a one-for-ten reverse stock split of shares of the Trust’s common stock, $0.001 par value per share (the “Common Stock”), where every ten issued and outstanding shares of Common Stock were converted into one share of Common Stock (the “Reverse Stock Split”). At the market open on June 3, 2026 (the first business day after the Effective Time), the Common Stock began trading on a split-adjusted basis and has been assigned a new CUSIP number (73933H 309). No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that held fractional shares as a result of the Reverse Stock Split were entitled to receive, in lieu of such fractional shares, cash in an amount equal to the applicable fraction multiplied by the $8.30, the closing price of the Common Stock on NYSE American on June 2, 2026 (as adjusted for the Reverse Stock Split), without any interest. The Reverse Stock Split was applied to all outstanding shares of Common Stock and did not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split also did not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it resulted from a stockholder receiving cash in lieu of fractional shares.
Current report
On June 24, 2026, a wholly owned subsidiary of Power REIT, PW OK CanRE Vinita LLC, sold its interest in a cannabis related greenhouse cultivation property located in Vinita, Oklahoma. The property was described in prior filings as Vinita and was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $315,000 and the loss recognized was approximately $110,000 which includes closing costs.
Current report
Income
Current report
Other Income/(Expense)
Current report
Six Months Ended June 30, 2026 and 2025
Current report
Income
Current report
Income during the six months ended June 30, 2026 and 2025 was $1,770,187 and $992,577, respectively. Income during the six months ended June 30, 2026, consisted of rental income of $437,958, direct financing lease income of $457,500, and other income of $874,729. The increase in total income was due to an increase in other income of $786,570 which is mainly due to settlement of the PW SD mortgage loan offset with a decrease in rental income of $8,960.
Current report
Expenses
Current report
Other Income/(Expense)
Current report
Other income/(expense) decreased by $1,679,464 primarily due to an increase on loss on sale of properties of $596,735, a decrease in gain on extinguishment of debt of $1,092,670 and by a decrease in unrealized loss on marketable securities of $9.941.
Current report
During the six months ended June 30, 2026 and 2025, cash provided by (used in) operating activities was $911,090 and $(677,137), respectively. The improvement in operating cash flows was primarily attributable to a lower net loss and favorable changes in working capital, including changes in prepaid expenses, other assets, accounts payable and accrued expenses. Operating cash flows were also affected by non-cash items, including impairment expense, the loss on sale of property, depreciation and amortization, unrealized loss on marketable securities, and, in the prior-year period, the gain on extinguishment of debt.
Current report
Cash provided by investing activities during the six months ended June 30, 2026 and 2025 was $328,480 and $9,822, respectively. The increase of $318,658 was primarily attributable to higher proceeds from the sale of properties and increased collections on mortgage loan receivable.
Current report
*On June 2, 2026, the Trust effected a 1 for 10 reverse stock split. All share and per-share amounts in these financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Removed paragraphs (5)
Previous report
7 Loan is in default
Previous report
Revenue
Previous report
Other Expense
Previous report
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 report
Cash provided by investing activities during for the three months ended March 31, 2026 and 2025 were $28,604 and $92,260, respectively. The decrease of $63,656 is mainly due to lower proceeds from property sales and no purchases of marketable securities, and, to a lesser extent, less cash received from mortgage loans for the three months ended Marh 31, 2026 as compared to 2025.
Reworded paragraphs (18)
Previous 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)
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 June 30, 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 utility scale solar power generating project with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 68 acres of land with approximately 290,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).
Previous 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”).
Current wording
During the six months ended June 30, 2026, the Trust did not declare a dividend of approximately $326,000 ($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
● Seeking to minimize the carrying costs related to the Greenhouse Portfolio given the speculative nature of valuing these asset;
Current wording
● Seeking to minimize the carrying costs related to the Greenhouse Portfolio given the speculative nature of valuing these assets;
Previous wording
On February 11, 2026, the PW CO CanRE Mav 14 LLC (“Mav 14”) property was sold at action. As part of the sale, the Trust wrote off accrued property tax of approximately $61,000 and recognized a total loss of approximately $494,000.
Current wording
On February 11, 2026, the PW CO CanRE Mav 14 LLC (“Mav 14”) property was sold at auction. As part of the sale, the Trust wrote off accrued property tax of approximately $61,000 and recognized a total loss of approximately $494,000.
Previous wording
In the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, where appropriate, have been disposing of and seeking to dispose of properties that we do not believe meet financial and strategic criteria given economic, market and other circumstances. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.81 million which included approximately $2.1 million of seller financing provided to the buyers. During 2025, we completed sales of assets for total gross proceeds of approximately $325,000 which included approximately $105,000 of seller financing provided to a buyer. We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.”
Current wording
In the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, where appropriate, have been disposing of and seeking to dispose of properties that we do not believe meet financial and strategic criteria given economic, market and other circumstances. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.81 million which included approximately $2.1 million of seller financing provided to the buyers. During 2025, we completed sales of assets for total gross proceeds of approximately $325,000 which included approximately $105,000 of seller financing provided to a buyer and in 2026, we sold two properties for net proceeds of approximately $269,000. We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.”
Previous wording
5 An impairment/allowance for receivable has been taken against this asset
Current wording
5 An impairment has been taken against this asset
Previous 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.
Current wording
Income during the three months ended June 30, 2026 and 2025 was $1,289,751 and $506,783, respectively. Income during the three months ended June 30, 2026, consisted of rental income of $222,279, direct financing lease income of $228,750, and other income of $838,722. The increase in total income was due to an increase in other income of $796,828 which is mainly due to settlement of the PW SD mortgage loan offset with a decrease in rental income of $13,860.
Previous wording
During the three months ended March 31, 2026, the Trust’s revenue was concentrated from certain tenants. For the three months ended March 31, 2026, Power REIT collected approximately 96% of its rental income and lease income from direct financing lease from the tenants of two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 45% of rental income and lease income from direct financing lease, respectively. For the three months ended March 31, 2025, Power REIT collected approximately 98% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 52% and 46% of rental income and lease income from direct financing lease, respectively.
Current wording
During the three months ended June 30, 2026, the Trust’s income was concentrated from certain tenants. For the three months ended June 30, 2026, Power REIT collected approximately 95% of its rental income and lease income from direct financing lease from the tenants of two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 44% of rental income and lease income from direct financing lease, respectively. For the three months ended June 30, 2025, Power REIT collected approximately 92% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 49% and 43% of rental income and lease income from direct financing lease, respectively.
Previous 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.
Current wording
Expenses for the three months ended June 30, 2026 compared to the same period in 2025 decreased by $511,934 to $742,165, primarily due to a decrease in interest expense of $331,959 due to the settlement of the Greenhouse Loan and a decrease in property expenses and taxes of $170,547, a decrease of general and administrative expense of $100,686 and to a lesser extent, a decrease in depreciation expense of $13,906, offset by an increase in impairment expense of $105,164.
Previous wording
Other income increased by $499,197 primarily due to a loss on sale of properties of $493,890, and by an unrealized loss on marketable securities of $5,307.
Current wording
Other income/(expense) decreased by $1,180,267 primarily due to a loss on sale of properties of $102,845, a decrease of extinguishment of debt of $1,092,670 and partially offset by a $15,248 decrease in unrealized loss on marketable securities.
Previous wording
Net loss attributable to common shareholders during the three months ended March 31, 2026 was $1,056,479 compared to a net loss of $1,576,319 for the three months ended March 31, 2025, a decrease of $519,840.
Current wording
Net loss attributable to common shareholders during the six months ended June 30, 2026 was $784,138 compared to a net loss of $1,418,613 for the six months ended June 30, 2025, a decrease of $634,475.
Previous wording
Our cash, cash equivalents and restricted cash totaled $2,036,085 as of March 31, 2026, a decrease of $199,221 from December 31, 2025. Our current loan liabilities totaled approximately $770,000 as of March 31, 2026 as compared to approximately $759,000 as of December 31, 2025.
Current wording
Our cash, cash equivalents totaled $3,147,494 as of June 30, 2026, an increase of $912,188 from December 31, 2025. Our current loan liabilities totaled approximately $781,000 as of June 30, 2026 as compared to approximately $760,000 as of December 31, 2025.
Previous 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.
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 $1,325,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure.
Previous 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.
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 June 30, 2026, 282,613 common shares (on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement. During the six months ended June 30, 2026, prior to the Trust’s 1-for-10 reverse stock split effective June 2, 2026, the Trust sold 10,781 common shares (on a pre-reverse stock split basis) pursuant to the Sales Agreement for net proceeds of $10,945.
Previous 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.
Current wording
During the six months ended June 30, 2026, we generated approximately $904,000 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 $923,547 as of June 30, 2026.
Previous wording
Cash used in financing activities during the three months ended March 31, 2026 was $80,708, compared to $146,013 generated by financing activities during the same period in the prior year. The decrease of $226,721 is primarily due to lower proceeds received from debt and lower principal payments on long-term debt and, partially offset by proceeds received from the sale of common shares pursuant to the Sales Agreement during the quarter ended March 31, 2026.
Current wording
Cash used in financing activities during the six months ended June 30, 2026 was $327,382, compared to cash used in financing activities of $82,922 during the same period in 2025. The increase in cash used of $244,460 was primarily due to the absence of proceeds from debt financing received in the prior-year period and lower proceeds from financing activities, partially offset by lower principal payments on debt and proceeds received from the issuance of common shares pursuant to the Sales Agreement during the six months ended June 30, 2026.
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, 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.
Current wording
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 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 certain non-cash expenses, including stock-based compensation, amortization of intangible lease assets, amortization of debt costs, and depreciation on land improvements, as well as impairment charges and gains or losses on sale of property. Therefore, management uses Core FFO and defines it as net income excluding such items.
Previous 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:
Current wording
A reconciliation of our Core FFO to net income for the six months ended June 30, 2026 and 2025 is included in the table below:
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
During the six months ended June 30, 2026, the Trust’s income was concentrated from certain tenants. For the six months ended June 30, 2026, Power REIT collected approximately 96% of its rental income and lease income from direct financing lease from the tenants of two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 45% of rental income and lease income from direct financing lease, respectively. For the six months ended June 30, 2025, Power REIT collected approximately 95% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 51% and 44% of rental income and lease income from direct financing lease, respectively.
Current report — wording carried from elsewhere
Expenses for the six months ended June 30, 2026 compared to the same period in 2025 decreased by $1,536,329 to $1,587,606, primarily due to a decrease in interest expense of $1,089,018 due to the settlement of the Greenhouse Loan and a decrease in property expenses and taxes of $572,533, a decrease in general and administrative expense of $221,553 and to a lesser extent, a decrease in depreciation expense of $5,742, offset by an increase in impairment expense of $352,517.
Current report — wording carried from elsewhere
Our non-property related expenses, are for general and administrative expenses, which consist principally of insurance, legal and other professional fees, consultant fees, NYSE American listing fees, shareholder service company fees and auditing costs as well as property related expenses that are not covered by tenants.