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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): May 19, 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. ☐
Item
7.01 Regulation FD Disclosure.
On
May 19, 2026, Power REIT (the “Trust”) issued a press release announcing a Reverse Stock Split (as defined below). A copy
of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
information included in this Current Report on Form 8-K under this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing made by the Trust under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
Reverse
Stock Split
On
May 19, 2025, the Trust announced that its Board of Directors unanimously approved 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 will be converted into one share of Common Stock (the “Reverse Stock Split”).
The
Reverse Stock Split is expected to take effect as of 5:00 p.m., Eastern Time, on June 2, 2026 (the “Effective Time”). Accordingly,
at the Effective Time, every ten issued and outstanding shares of Common Stock will be converted into one share of Common Stock.
At
the market open on June 3, 2026 (the first business day after the Effective Time), the Common Stock is expected to begin trading on a
split-adjusted basis on NYSE American under the symbol “PW” and has been assigned a new CUSIP number (73933H 309).
No
fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that would hold fractional shares
as a result of the Reverse Stock Split will be entitled to receive, in lieu of such fractional shares, cash in an amount equal to the
applicable fraction multiplied by 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 will apply to all of the outstanding shares of Common Stock as of the Effective Time and therefore will 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 will also not affect the relative voting or other rights that
accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares.
Stockholders
of record will receive information from Broadridge Financial Solutions, LLC, the Trust’s transfer agent, regarding their stock
ownership following the Reverse Stock Split and, if applicable, payments of cash in lieu of fractional shares, without any interest.
Stockholders who hold their shares in brokerage accounts or in “street name” are not required to take any action in connection
with the Reverse Stock Split.
The
Reverse Stock Split has been approved by the Trust’s Board of Trustees pursuant to Maryland General Corporation Law, and no stockholder
approval is required.
Forward-Looking
Statements.
This
Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisions
of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “intends”,
“expects,” “may”, “will”, and “would”, or the negative of such terms, or other comparable
terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Trust and
the trading price of the Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ
materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks,
uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Trust expressly disclaims any obligation
or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with
regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent
otherwise required by applicable law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated May 19, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
May 19, 2026
Power
REIT
| By |
/s/
David H. Lesser |
|
| David
H. Lesser |
|
| Chairman,
CEO, Secretary, & Treasurer |
|
Exhibit
99.1
Power REIT to implement
one-for-ten reverse stock split
OLD
BETHPAGE NY / May 19 2026 / Power REIT (NYSE AMERICAN: PW) (the “Trust”) today announced that its Board of Trustees approved
a one-for-ten reverse stock split (the “Reverse Stock Split”) of the Trust’s issued and outstanding shares of common
stock, $0.001 par value per share (the “Common Stock”).
The
Reverse Stock Split is expected to take effect as of 5:00 p.m., Eastern Time, on June 2, 2026 (the “Effective Time”). Accordingly,
at the Effective Time, every ten issued and outstanding shares of Common Stock will be converted into one share of Common Stock.
At
the market open on June 3, 2026 (the first business day after the Effective Time), the Common Stock is expected to begin trading on a
split-adjusted basis on NYSE American under the symbol “PW” and has been assigned a new CUSIP number (73933H309).
No
fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that would hold fractional shares
as a result of the Reverse Stock Split will be entitled to receive, in lieu of such fractional shares, cash in an amount equal to the
applicable fraction multiplied by 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 will apply to all of the outstanding shares of Common Stock as of the Effective Time and therefore will 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 will also not affect the relative voting or other rights that
accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares.
Stockholders
of record will receive information from Broadridge Financial Solutions, LLC, the Trust’s transfer agent, regarding their stock
ownership following the Reverse Stock Split and, if applicable, payments of cash in lieu of fractional shares, without any interest.
Stockholders who hold their shares in brokerage accounts or in “street name” are not required to take any action in connection
with the Reverse Stock Split.
The
Reverse Stock Split has been approved by the Trust’s Board of Trustees pursuant to Maryland General Corporation Law, and no stockholder
approval is required.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisions
of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “intends”,
“expects,” “may”, “will”, and “would”, or the negative of such terms, or other comparable
terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Trust and
the trading price of the Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ
materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks,
uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Trust expressly disclaims any obligation
or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with
regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent
otherwise required by applicable law.
Contact
Investor
Relations (212) 750-0371
Email:
ir@pwreit.com
About
Power REIT:
Power
REIT (ticker: PW) is a specialized real-estate investment trust (REIT) focused on sustainable real estate. Power REIT is currently diversified
into 3 industries: Controlled Environment Agriculture (Greenhouses), Solar Farm Land and Transportation (Railroad).
