Power REIT

Our results of operations and financial condition are subject to numerous risks and uncertainties as described in the 2025 10-K, which risk factors are incorporated herein by reference. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the 2025 10-K. You should carefully consider the risks set forth in the 2025 10-K and the following risks, together with all the other information in this Report, including our consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in the 2025 10-K.

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

For the nine months ended September 30, 2026, we had a net loss attributable to common shareholders of approximately $1,083,000, compared to a net loss of approximately $1,358,000 for the nine months ended September 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 September 30, 2026, we had an accumulated deficit of approximately $52.5 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $2.7 million as of September 30, 2026, an increase of approximately $415,000 from December 31, 2025.

We may need to raise additional capital or sell or lease additional properties to fund our operations.

As of September 30, 2026, we had an accumulated deficit of approximately $52.5 million and a net loss attributable to common shareholders of approximately $1,083,000. As of September 30, 2026, the Trust had approximately $2.7 million of cash and cash equivalents and approximately $1,660,000 of accounts payable and accrued liabilities.

It is the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity, including its ability to sell properties, and the failure to do so could negatively impact its future operations.

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 pursuant to the Sales Agreement for net proceeds of $10,945.

We have identified material weaknesses in our internal controls, and we cannot provide assurances that these material weaknesses will be effectively remediated or that additional weaknesses will not occur in the future.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange Act. We identified a material weakness in our controls in the quarterly period ended June 30, 2024 relating to accounting for complex transactions, which has not been remediated as of September 30, 2026. Specifically, our Series A Preferred Stock was historically classified as mezzanine equity instead of being classified as equity.

While we intend to hire outside consultants to aid in our accounting for complex transactions as needed and plan to take remedial action to address the material weakness in our internal controls, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In addition, a material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operate effectively. Although management believes that the material weakness in our internal controls will be remediated, there can be no assurance that the deficiencies will be remediated in the near future or that the internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in our internal controls in the future.

As a result of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, security holders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Our failure to maintain an effective system of internal controls, and any failure by us to implement required new or improved internal controls or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing by us, as and when required, conducted in connection with Section 404 of the Sarbanes-Oxley Act, or Section 404, or any subsequent testing by our independent registered public accounting firm, as and when required, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. As a growing company, implementing and maintaining effective controls may require more resources, and we may encounter internal control integration difficulties. Our failure to maintain effective internal controls over financial reporting, may result in us not being able to accurately report our financial results, detect or prevent fraud, or file our periodic reports in a timely manner, which may, among other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common shares.

The investment portfolio is, and in the future may continue to be, concentrated in its exposure to a relatively few numbers of investments, industries and lessees.

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the nine months ended September 30, 2026, we 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 represent 49% and 43% of rental income and lease income from direct financing lease respectively.

We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue to concentrate our investment activities in specific industries, which subjects us to more risks than if we were diversified across many sectors. At times, the performance of such business sectors may lag the performance of other sectors or the broader market as a whole.

If our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends or other expenses, such as property taxes may decrease and we could default on our loans, which are secured by collateral in our properties and assets.

We may not be able to achieve operating results that will allow us to pay dividends at a specific level or to increase the amount of these dividends from time to time. Also, restrictions and provisions in any credit facilities we enter into or any debt securities we issue may limit our ability to pay dividends. We cannot assure you that you will receive dividends at a particular time, or at a particular level, or at all.

Unfortunately, our tenants related to the Greenhouse Portfolio have failed to perform on their lease obligations which has created a significant liquidity issue related to this portfolio of assets. A portion of the properties included in the Greenhouse Portfolio secured the Greenhouse Loan which was non-recourse to us and the lender under the Greenhouse Loan had liens against such properties. On April 11, 2025, Power REIT 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 subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets by leasing and/or selling. 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.

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 September 30, 2026, the balance under the 2015 PWRS Loan Agreement was approximately $5,500,000 (net of unamortized debt costs of approximately $174,000).

Pittsburgh & West Virginia Railroad (“P&WV”), 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 P&WV which is pledged as collateral. The balance of the loan as of September 30, 2026 is $13,799,000 (net of approximately $251,000 of capitalized debt costs).

We have substantial debt and preferred shares outstanding with substantial liquidation preference, which could adversely affect our overall financial health and our operating flexibility.

We have substantial debt and preferred shares outstanding with substantial liquidation preference. These obligations may prevent us from using our cash flows for other purposes. If we are unable to satisfy these obligations, we might default on our debt and our financial condition and results of operations would be adversely affected.

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 September 30, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,611,000.

Since a significant percentage of our assets are used to secure our debt, this reduces the amount of collateral available for future secured debt or credit support and reduces our flexibility in how we handle these secured assets. This level of debt and related security could also limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes and could limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt.

In addition to our current debt, we might incur additional debt in the future in order to finance improvement or development of properties, acquisitions or for other general corporate purposes, which could exacerbate the risks described above. These consequences could have a material adverse effect on our business, financial condition and results of operations.

The issuance of securities with claims that are senior to those of our common shares, including our Series A Preferred Stock, may limit or prevent us from paying dividends on our common shares. There is no limitation on our ability to issue securities senior to our common shares or incur indebtedness.

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 September 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.

In the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of preferred securities, such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the specific terms of the securities. In contrast, however, in the case of common shares, dividends are payable only when, as and if declared by our board of trustees and depend on, among other things, our results of operations, financial condition, debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock, other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter of law. Incurring additional debt, or issuing of additional preferred securities, may limit or eliminate the amounts available to pay dividends on our Series A Preferred Stock and common shares.

We cannot assure you that our common shares and our Series A Preferred Stock will remain listed on the NYSE American.

The Trust’s common shares and/or its Series A Preferred Stock could be subject to delisting by, the NYSE American, based on a number of factors, including a failure by us to continue to qualify as a REIT, a failure to meet the NYSE American ongoing listing requirements, including those relating to the number of shareholders, the price of the Trust’s securities, the amount of equity, and the amount and composition of the Trust’s assets, changes in NYSE American ongoing listing requirements and other factors.

To our knowledge, the NYSE American has not approved for listing any U.S.-based REITs engaged in the ownership of cannabis-related properties, other than Innovative Industrial Properties, Inc., a cannabis-focused real estate investment trust listed in late 2016 just prior to the nomination of former Attorney General Sessions. Although we currently believe we meet the maintenance listing standards of the NYSE American, we cannot assure you that we will continue to meet those standards, or that the NYSE American will not seek to delist our common shares or Series A Preferred Stock as a result of our entry into lease agreements with licensed U.S. cannabis cultivators or other potential violations of listing requirements.

Additionally, NYSE American has proposed amendments to its continued listing standards that would, if approved and implemented, modify or tighten existing requirements relating to minimum trading price and minimum stockholders’ equity. The proposed rule change to Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) would provide for the immediate suspension of trading and commencement of delisting proceedings by the exchange if a listed security’s closing price per share is less than $0.25 on any single trading day, without providing advance notice to the issuer or an opportunity to cure. NYSE American has also proposed a new continued-listing standard that would require listed issuers to maintain a minimum market capitalization of at least $5 million, measured over a 30-consecutive-trading-day period. This requirement does not currently exist in the Company Guide and would be added to Section 1003 if approved by the SEC. Under the proposed rule, NYSE American would have explicit authority to commence delisting proceedings if a listed company’s market capitalization falls below the $5 million threshold for the specified period. There can be no assurance that we would be able to satisfy such requirements on a sustained basis, particularly given market volatility, fluctuations in our stock price, operating losses, or factors beyond our control.

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 conversion, the “Conversion”) (the “Preferred Stock Proposal”); (ii) if the Preferred Stock Amendment proposal is not approved, or the Board does not effect 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. We have not paid the dividend on the Series A Preferred Stock for at least six quarters and under the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock holders of the Series A Preferred Stock are entitled to elect two additional trustees to the Board of Trustees upon the occurrence of such dividend arrearages., 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.

On October 27, 2026, the Trust convened its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Trust had not received sufficient votes to approve Proposal 3, which is a proposal to amend the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock, so that future amendments to the Declaration of Trust that affect only the contract rights of the Series A Preferred Stock could be approved by the holders of the Series A Preferred Stock, voting as a separate class, without a further vote of the common shareholders. The Trust has adjourned the Annual Meeting to continue to solicit votes in favor Proposal 3.

The Trust believes that the Conversion is in the best interest of the Trust since it will clean up the Balance Sheet and help the Trust maintain its NYSE American listing. The conversion ratio of .5 Common Shares for each share of Series A Preferred Stock is a ratio that already exists in the governing documents but only in the event of a de-listing and de-registration as a publicly reporting entity. The Company believes that if this proposal is approved and it can complete the conversion, it is more likely to continue as a listed and publicly reporting entity. The alternative may be a de-listing of the Common and Preferred Shares and a de-registration as a publicly reporting entity. There can be no assurance that the proposal will be approved or that the conversion will be completed.

If our common shares or Series A Preferred Stock are delisted from the NYSE American, then our common shares and our Series A Preferred Stock will trade, if at all, only on the over-the-counter market, such as the OTCQB or OTCQX trading platforms, and then only if one or more registered broker-dealer market makers comply with quotation requirements. Any potential delisting of our common shares from the NYSE American could, among other things, depress our share price, substantially limit liquidity of our common shares and materially adversely affect our ability to raise capital on terms acceptable to us, or at all.