PW 8-K: All Trustee Nominees Elected; Vote Counts Disclosed

Rhea-AI Filing Summary

Power REIT reported the results of a shareholder vote: each of the four trustee nominees was elected to a one-year term. The filing lists vote tallies for three named trustees—Patrick R. Haynes, III received 1,348,270 votes for, William S. Susman received 1,325,140 votes for, and Dionisio D’Aguilar received 1,349,125 votes for—with additional vote counts shown in the filing including shares withheld or against and a repeated figure of 666,148 (appearing in each row). The submission includes unchecked boxes for specified communication rules and is signed by David H. Lesser in his officer capacities.

Positive

• All four trustee nominees were elected to one-year terms, with vote totals disclosed for each named trustee
• Transparent vote reporting includes specific vote counts for named trustees

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine trustee elections completed; vote counts disclosed but no governance changes reported.

The filing documents standard annual election outcomes: all nominees were elected to one-year terms with clear vote totals for each named trustee. The disclosure is procedural and does not indicate any contested governance changes, board composition shifts, or amendments to governance policies. The repeated figure of 666,148 appears in each nominee row and may represent a consistent voting category reported across nominees, but the filing does not explain that number. Impact on board oversight or strategy is not evident from this filing alone.

Financial Analyst

TL;DR: Election results are provided; there are no financial metrics or material operational developments disclosed.

This 8-K records shareholder votes for trustee elections and contains no revenue, earnings, debt, or transaction information. From an investor-impact perspective, the report is routine: it confirms continuity of governance rather than signaling strategic or financial change. The filing includes officer signature but no forward-looking statements or material event beyond the vote counts.

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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): August 27, 2025

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Power REIT’s (the “Trust”) 2025 annual meeting of shareholders (the “2025 Annual Meeting”) was held on August 27, 2025. For more information on the following proposals, see the Trust’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on August 1, 2025.

Below are the final voting results for each item of business voted upon at the 2025 Annual Meeting, as described in the Proxy Statement.

Proposal 1. Election of Trustees.

Shareholders elected each of the four nominees to the Board of Trustees for a one-year term.

Name of Trustee		For				Withheld				Non Broker Votes
David H. Lesser			1,340,888				110,723				666,148
Patrick R. Haynes, III			1,348,270				103,341				666,148
William S. Susman			1,325,140				126,471				666,148
Dionisio D’Aguilar			1,349,125				102,486				666,148

Proposal 2. Ratification of Independent Audit Firm

2) Shareholders ratified MaloneBailey LLP as the Trust’s independent registered public accounting firm for fiscal 2025.

For				Against				Abstain
	1,994,099				93,812				29,848

Signature on Following Page

SIGNATURES

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: August 27, 2025

Power REIT

By	/s/ David H. Lesser
	David H. Lesser
	Chairman, CEO, Secretary, & Treasurer

FAQ

Who was elected to the Power REIT (PW) board in this 8-K?

The filing shows that nominees including Patrick R. Haynes, III, William S. Susman, and Dionisio D’Aguilar were elected to one-year terms.

How many votes did Patrick R. Haynes, III receive in the trustee election?

Patrick R. Haynes, III received 1,348,270 votes in favor, as reported in the filing.

Does the 8-K disclose any material transactions or financial results for Power REIT (PW)?

No. The filing only reports trustee election results and related vote counts; it does not disclose transactions or financial results.

Who signed the 8-K for Power REIT?

The filing is signed by David H. Lesser in the capacities of Chairman, CEO, Secretary, and Treasurer.

Were any pre-commencement or solicitation communications indicated on the form?

The checkboxes for written communications under Rule 425 and soliciting material under Rule 14a-12 appear unchecked in the provided content.