Power REIT

Previous wording

We are a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States.

Current wording

We are a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure, Controlled Environment Agriculture (“CEA”) and single family rental properties in the United States.

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 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”).

Current wording

We are structured as a holding company and own our assets through fifteen 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, 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 61 acres of land with approximately 253,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”) and two single family rental properties.

Previous 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”).

Current wording

During the nine months ended September 30, 2026, the Trust did not declare a dividend of approximately $490,000 ($0.484375 per share per quarter that had accrued) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). On September 3, 2026 the Trust filed a Preliminary Proxy Statement for the following proposals to be voted upon at a Special Meeting of Series A Preferred Stockholders: (i) an amendment to the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock, (the “Preferred Stock Amendment”), to provide that each share of Series A Preferred Stock can be converted into 0.5 of our common shares, $0.001 par value per share (the “Common Shares”), upon the effective time of the Preferred Stock Amendment (such automatic conversion, the “Conversion”) (the “Preferred Stock Proposal”); (ii) if the Preferred Stock Amendment proposal is not approved, or the Trust does not affect the Conversion, the election of Alexander Kachmar and David Cacciapaglia as additional trustees of the Board of Trustees (the “Board Nominee Proposal”); and (iii) one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Preferred Stock Proposal or the Board Nominee Proposal. If the Preferred Stock Proposal is not approved, the Board currently intends to pursue the delisting of the Series A Preferred Stock from the NYSE American, as described further below and in the accompanying proxy statement. The Special Meeting has not yet been held.

Previous wording

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 wording

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 of the Reverse Stock Split), the Common Stock began trading on a split-adjusted basis with 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.

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 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.”

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 three properties for gross proceeds of approximately $927,000 which included $350,000 of seller financing provided to a buyer. In addition, the Mav 14 property was sold at auction in February 2026. We also have one property that we are marketing for sale and/or lease, which have been classified as an “Asset Held for Sale.”

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, 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.

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 intend to continue to seek to realize value from the retained assets. This is expected to 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. During the quarter ended September 30, 2026, the Trust acquired two single family rental properties and is actively exploring the expansion of this portfolio. 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

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 wording

Income during the three months ended September 30, 2026 and 2025 was $542,175 and $513,110, respectively. Income during the three months ended September 30, 2026, consisted of rental income of $274,485, direct financing lease income of $228,750, and other income of $38,940. The increase in total income was due to an increase in rental income of $28,756 and an increase in other income of $309.

Previous 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.

Current wording

During the three months ended September 30, 2026, the Trust’s income was concentrated from certain tenants. For the three months ended September 30, 2026, Power REIT collected approximately 85% 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 45% and 40% of rental income and lease income from direct financing lease, respectively. For the three months ended September 30, 2025, Power REIT collected approximately 91% 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 48% and 42% of rental income and lease income from direct financing lease, respectively.

Previous 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.

Current wording

Expenses for the three months ended September 30, 2026 compared to the same period in 2025 decreased by $120,751 to $592,719, primarily due to a decrease in general and administrative expense of $70,525, a decrease in property expenses and taxes of $43,483, and to a lesser extent, a decrease in depreciation expense of $6,841 and interest expense of $8,612, offset by an increase in impairment expense of $8,710.

Previous 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.

Current wording

Other income/(expense) decreased by $509,080 primarily due to a loss on sale of properties of $85,664, a decrease in unrealized/realized gain/loss on marketable securities of $45,917 and $377,499, respectively.

Previous 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.

Current wording

Income during the nine months ended September 30, 2026 and 2025 was $1,715,362 and $1,505,687, respectively. Income during the nine months ended September 30, 2026, consisted of rental income of $712,443, direct financing lease income of $686,250, and other income of $316,669. The increase in total income was due to an increase in other income of $189,879 which is mainly due to the interest received on the settlement of the PW SD mortgage loan and an increase rental income of $19,796.

Previous wording

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 wording

During the nine months ended September 30, 2026, the Trust’s income was concentrated from certain tenants. For the nine months ended September 30, 2026, Power REIT collected approximately 92% 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 49% and 43% of rental income and lease income from direct financing lease, respectively. For the nine months ended September 30, 2025, Power REIT collected approximately 93% 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 50% and 43% of rental income and lease income from direct financing lease, respectively.

Previous wording

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 wording

Expenses for the nine months ended September 30, 2026 compared to the same period in 2025 decreased by $2,254,080 to $1,583,325, primarily due to a decrease in interest expense of $1,097,630 due to the settlement of the Greenhouse Loan, a decrease in property expenses and taxes of $616,016, a decrease in general and administrative expense of $292,078 and to a lesser extent, a decrease in depreciation expense of $12,583, offset by an increase in impairment expense of $361,227. Expenses for the nine months ended September 30, 2026 also includes a recovery of allowance for receivable of $597,000.

Previous wording

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 wording

Other income/(expense) decreased by $2,188,544 primarily due to an increase on loss on sale of properties of $682,399, a decrease in gain on extinguishment of debt of $1,092,670 and by a decrease in unrealized and realized gain/loss on marketable securities of $35,976 and $377,499, respectively.

Previous 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.

Current wording

Net loss attributable to common shareholders during the nine months ended September 30, 2026 was $1,083,058 compared to a net loss of $1,358,269 for the nine months ended September 30, 2025, a decrease of $275,211.

Previous 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.

Current wording

Our cash, cash equivalents totaled $2,650,441 as of September 30, 2026, an increase of $415,135 from December 31, 2025. Our current loan liabilities totaled approximately $800,000 as of September 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 $1,325,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure.

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 $1,122,000. 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 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.

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 September 30, 2026, 282,613 common shares (on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement. During the nine months ended September 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 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.

Current wording

During the nine months ended September 30, 2026, we generated approximately $959,000 of cash from debt service related to the seller financing provided in 2024, 2025 and 2026. The remaining seller financing agreements have a combined remaining balance of $1,244,000 as of September 30, 2026.

Previous wording

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 wording

During the nine months ended September 30, 2026 and 2025, cash provided by (used in) operating activities was $215,667 and $(200,693), respectively. The improvement in operating cash flows was primarily attributable to a lower net loss and the impact of non-cash items, partially offset by less favorable changes in working capital, including changes in prepaid expenses, accounts payable, accrued expenses and other liabilities. Operating cash flows were also affected by non-cash items, including impairment expense, the loss on sale of properties, depreciation and amortization, unrealized loss on marketable securities, and, in the prior-year period, the gain on extinguishment of debt.

Previous wording

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 wording

Cash provided by investing activities during the nine months ended September 30, 2026 and 2025 was $887,836 and $600,113, respectively. The increase of $287,723 was primarily attributable to higher proceeds from the sale of properties and increased collections on mortgage loan receivable offset by purchases of single family rental properties.

Previous 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.

Current wording

Cash used in financing activities during the nine months ended September 30, 2026 was $688,368, compared to cash used in financing activities of $637,511 during the same period in 2025. The increase in cash used of $50,857 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.

Previous 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:

Current wording

A reconciliation of our Core FFO to net income for the three and nine months ended September 30, 2026 and 2025 is included in the table below:

Previous wording

Six Months Ended June 30, 2026 and 2025

Current wording

Core FFO for the nine months ended September 30, 2026 reflects the deduction of the $597,000 recovery of the allowance for receivable, consistent with the add-back of the related allowance in Core FFO for 2025. Core FFO for the three and six months ended June 30, 2026, as previously reported, did not reflect this deduction. Reflecting the deduction, Core FFO available to common shares for the three and six months ended June 30, 2026 would have been $(24,325) and $(263,976), or $(0.07) and $(0.72) per common share, respectively, compared with $572,675 and $333,024, or $1.56 and $0.91 per common share, as previously reported.