Power REIT

Previous wording

We have incurred a loss for the quarter ended March 31, 2026 and may be unable to generate sufficient revenue to cover expenses or generate net income.

Current wording

We have incurred a loss for the six months ended June 30, 2026 and may be unable to generate sufficient income to cover expenses or generate net income.

Previous wording

For the quarter ended March 31, 2026, we had a net loss attributable to common shareholders of approximately $1.1 million, compared to a net loss of approximately $1.6 million for the quarter ended March 31, 2025. There can be no assurance that we will be able to generate sufficient revenue to pay our expenses or generate net income. As of March 31, 2026, we had an accumulated deficit of approximately $52.8 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $2.0 million as of March 31, 2026, a decrease of approximately $200,000 from March 31, 2025.

Current wording

For the six months ended June 30, 2026, we had a net loss attributable to common shareholders of approximately $784,000, compared to a net loss of approximately $1.4 million for the six months ended June 30, 2025. There can be no assurance that we will be able to generate sufficient income to pay our expenses or generate net income. As of June 30, 2026, we had an accumulated deficit of approximately $52.3 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $3.1 million as of June 30, 2026, an increase of approximately $912,000 from December 31, 2025.

Previous wording

As of March 31, 2026, we had an accumulated deficit of approximately $52.8 million and a net loss attributable to common shareholders of approximately $1.1 million. As of March 31, 2026, the Trust had approximately $2.0 million of cash and cash equivalents and approximately $290,000 of accounts payable and approximately $1.4 million of liabilities for assets held for sale.

Current wording

As of June 30, 2026, we had an accumulated deficit of approximately $52.3 million and a net loss attributable to common shareholders of approximately $784,000. As of June 30, 2026, the Trust had approximately $3.1 million of cash and cash equivalents and approximately $416,000 of accounts payable and approximately $1.5 million of liabilities for assets held for sale.

Previous wording

On January 24, 2025, the Trust entered into the Sales Agreement with 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 through the Sales Agreement, 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 for gross proceeds of approximately $300,000. 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 pursuant to the Sales Agreement for net proceeds of $10,945.

Previous wording

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the three months ended March 31, 2026, we collected approximately 96% of our consolidated revenue from two properties. The tenants were NSC and Regulus Solar, LLC which represent 51% and 45% of consolidated revenue respectively.

Current wording

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the six months ended June 30, 2026, we collected approximately 96% of its rental income and lease income from direct financing lease from two properties. The tenants were NSC and Regulus Solar, LLC which represent 51% and 45% of rental income and lease income from direct financing lease respectively.

Previous wording

PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of March 31, 2026, the balance under the 2015 PWRS Loan Agreement was approximately $5,972,000 (net of unamortized debt costs of approximately $185,000).

Current wording

PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of June 30, 2026, the balance under the 2015 PWRS Loan Agreement was approximately $5,795,000 (net of unamortized debt costs of approximately $179,000).

Previous wording

Pittsburgh & West Virginia Railroad (“PWV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of March 31, 2026 is $13,917,000 (net of approximately $256,000 of capitalized debt costs).

Current wording

Pittsburgh & West Virginia Railroad (“PWV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of June 30, 2026 is $13,859,000 (net of approximately $253,000 of capitalized debt costs).

Previous wording

In an effort to conserve liquidity and create financial flexibility, we have not declared dividends on our Series A Preferred Stock since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our Series A Preferred Stock. As of March 31, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,285,000.

Current wording

In an effort to conserve liquidity and create financial flexibility, we have not declared dividends on our Series A Preferred Stock since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our Series A Preferred Stock. As of June 30, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,448,000.

Previous wording

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of March 31, 2026, we had outstanding debt in the principal amount of $19.9 million and we have issued approximately $8.5 million (par value) of Series A Preferred Stock not including dividends which are cumulative and have not been declared. This debt and these preferred securities rank senior to our common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

Current wording

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of June 30, 2026, we had outstanding debt in the principal amount of $19.7 million and we have issued approximately $8.5 million (par value) of Series A Preferred Stock not including dividends which are cumulative and have not been declared. This debt and these preferred securities rank senior to our common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.