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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 14, 2026
POWER
REIT
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation)
001-36312
(Commission
File Number)
45-3116572
(IRS
Employer Identification No.)
301
Winding Road
Old
Bethpage, NY 11804
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 750-0371
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Shares |
|
PW |
|
NYSE
(American) |
| |
|
|
|
|
| 7.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share |
|
PW.A |
|
NYSE
(American) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION
5: CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.08 – Shareholder Director Nominations
The
Board of Trustees of Power REIT (the “Trust”) has established October 27, 2026 as the date of the Trust’s 2026 Annual
Meeting of Shareholders (the “2026 Annual Meeting”). The record date for determining shareholders entitled to notice of,
and to vote at, the 2026 Annual Meeting is September 11, 2026.
Because
the date of the 2026 Annual Meeting has changed by more than 30 days from the anniversary of the date of the Trust’s 2025 Annual
Meeting of Shareholders, which was held on August 27, 2025, the Trust is informing shareholders of such change in accordance with Rule
14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Because
the date of the 2026 Annual Meeting has changed by more than 30 days from the anniversary of the 2025 Annual Meeting, the deadline previously
disclosed for the submission of shareholder proposals no longer applies, and a new deadline has been set. Shareholders who wish to have
a proposal considered for inclusion in the Trust’s proxy statement and form of proxy for the 2026 Annual Meeting, pursuant to Rule
14a-8 under the Exchange Act, must ensure that such proposal is received in writing by the Trust’s Secretary at the Trust’s
principal executive offices on or before September 15, 2026, which the Trust has determined to be a reasonable time before it expects
to begin printing and mailing its proxy materials for the 2026 Annual Meeting. Any such proposal must also comply with the other requirements
of Rule 14a-8.
In
addition, under Section 13(a)(2) of the Trust’s Bylaws, because the date of mailing of the notice of the 2026 Annual Meeting (expected
to be September 16, 2026) has changed by more than 30 days from the anniversary of the date of mailing of the notice for the 2025 Annual
Meeting (August 1, 2025), notice by a Qualified Shareholder (as defined in the Bylaws) of any nomination for trustee or other business
to be properly brought before the 2026 Annual Meeting outside the Rule 14a-8 process must be delivered to the Secretary of the Trust
not later than the tenth day following the date of this Current Report on Form 8-K, which constitutes public announcement of the date
of mailing for purposes of the Bylaws — i.e., on or before September 24, 2026. Any such notice must comply with all requirements
set forth in Section 13 of the Bylaws.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
September 14, 2026 |
POWER
REIT |
| |
|
|
| |
By |
/s/
David H. Lesser |
| |
|
David
H. Lesser |
| |
|
Chairman
of the Board and Chief Executive Officer |
