Power REIT adjourns annual meeting to November 10

Unvoted shares count the same as votes against Proposal 3, which needs a majority of all Common Shares outstanding as of the September 11, 2026 record date.

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(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

8-K

Rhea-AI Filing Summary

Power REIT convened its 2026 Annual Meeting on October 27, 2026, but adjourned all proposals to November 10, 2026, at 10:30 a.m. Eastern after it had not received sufficient votes to approve Proposal 3. No votes were taken at the October 27 session. Proposal 3 requires affirmative votes from a majority of all Common Shares outstanding as of September 11, 2026; unvoted shares have the same effect as votes against it.

Previously submitted proxies remain valid unless revoked, and shareholders who already voted need not vote again. If votes remain insufficient, the meeting may be adjourned again. Power REIT disclosed that if it cannot address the Series A Preferred Stock overhang, delisting from NYSE American and deregistration under the Exchange Act become likely; it also said it cannot assure Proposal 3 approval would avoid those outcomes.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointInsufficient votes delayed the Proposal 3 decision until November 10, 2026.

Filing Explained

If the preferred-stock overhang remains unresolved, delisting could end exchange trading and trigger Series A conversion rights.

Proposal 3 remains unresolved; the company says it is intended to let the Trust seek Series A preferred holders’ approval without another common-shareholder vote, providing a route to address the preferred-stock overhang.

The company says delisting and deregistration would end exchange trading of common shares and reduce liquidity and public reporting, and would trigger Series A holders’ conversion rights.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series A preferred stock rate: 7.75% Liquidation preference: $25 per share Record date: September 11, 2026 +2 more

5 metrics

Series A preferred stock rate 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock

Liquidation preference $25 per share Series A Preferred Stock

Record date September 11, 2026 Annual Meeting and Proposal 3 vote

Adjourned meeting November 10, 2026, at 10:30 a.m. Eastern Meeting adjourned with respect to all proposals

Proposal 3 vote threshold A majority of all Common Shares outstanding Affirmative vote required for approval

Key Terms

record date, liquidation preference, conversion rights, proxy solicitor

4 terms

record date regulatory

"the record date for the Annual Meeting remains September 11, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

liquidation preference financial

"Liquidation Preference $25 per Share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

conversion rights financial

"would trigger the conversion rights of the holders"

Conversion rights are a contract feature that lets the holder change one kind of security—often a bond or preferred share—into another, typically common stock, at a predetermined rate. Investors care because conversion can provide upside if the stock rises (like swapping a ticket for a better prize), but it can also dilute existing shareholders and change ownership and voting power, affecting share value and strategy.

proxy solicitor regulatory

"the Trust’s proxy solicitor, Sodali & Co."

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why was PW's 2026 annual meeting adjourned?

Power REIT adjourned the meeting because it had not received sufficient votes to approve Proposal 3. The meeting was rescheduled for November 10, 2026, at 10:30 a.m. Eastern, and no votes were taken at the October 27 session.

What vote does PW's Proposal 3 need?

Proposal 3 requires the affirmative vote of a majority of all Common Shares outstanding as of the September 11, 2026 record date. The company said an unvoted share has the same effect as a vote against the proposal.

Are previously submitted PW proxies still valid?

Previously submitted proxies remain valid and will be voted at the adjourned meeting unless revoked. Shareholders who have already voted need not vote again, and may change their vote before the polls close.

What could happen if Power REIT cannot address its Series A Preferred Stock overhang?

Power REIT disclosed that delisting from NYSE American and deregistration under the Exchange Act become likely if it cannot address the Series A Preferred Stock overhang. It said those outcomes would end exchange trading of Common Shares, reduce liquidity and public reporting, and trigger the preferred stockholders' conversion rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 04:55 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:54 PM EDT

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): October 27, 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 8.01 Other Events.

On October 27, 2026, Power REIT (the “Trust”) convened its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). A quorum was present. The Trust had not received sufficient votes to approve Proposal 3, which requires the affirmative vote of a majority of the Common Shares outstanding as of the record date of September 11, 2026. The chairman of the meeting therefore adjourned the Annual Meeting, with respect to all proposals, to November 10, 2026 at 10:30 a.m. Eastern time at 477 Madison Avenue, New York, New York 10022.

The record date for the Annual Meeting remains September 11, 2026. Proxies previously submitted will remain valid and will be voted at the adjourned meeting unless revoked, and shareholders who have already voted need not vote again. No votes were taken on any proposal at the October 27, 2026 session. If sufficient votes have not been received by the time of the adjourned meeting, the Annual Meeting may be adjourned again. On October 28, 2026, the Trust issued a press release regarding the adjournment, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Forward-Looking Statements. This report contains forward-looking statements, including statements about the timing of the adjourned meeting and the possibility of further adjournment. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the Trust does not receive sufficient votes to approve Proposal 3 by the date of the adjourned meeting or any later adjournment. Additional risks are described in the Trust’s proxy statement dated September 16, 2026, and in its Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The Trust undertakes no obligation to update these statements except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press Release dated October 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	POWER REIT

Date: October 28, 2026

	By	/s/ David H. Lesser
		David H. Lesser
		Chairman and Chief Executive Officer.

Exhibit 99.1

Power REIT Adjourns 2026 Annual Meeting to November 10, 2026 to Allow Additional Time for Shareholders to Vote on Proposal 3

Board urges common shareholders to vote now on the Series A Preferred Stock amendment

OLD BETHPAGE, N.Y., October 28, 2026 (Globe Newswire) – Power REIT (NYSE American: PW) announced that on October 27, 2026 it convened its 2026 Annual Meeting of Shareholders and, because sufficient votes had not been received to approve Proposal 3, adjourned the meeting, with respect to all proposals, to November 10, 2026 at 10:30 a.m. Eastern time at 477 Madison Avenue, New York, New York 10022. The adjournment allows shareholders additional time to vote.

The vote required. Approval of Proposal 3 requires the affirmative vote of a majority of all Common Shares outstanding on the September 11, 2026 record date. Because the required vote is measured against all outstanding shares, a share that is not voted has the same effect as a vote against the proposal.

Independent support. Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, has recommended that shareholders vote FOR Proposal 3. ISS concluded that approval would give the Board added flexibility to resolve the Series A Preferred Stock overhang while the Trust remains listed on the NYSE American and registered under the Exchange Act.

What is at stake. As the proxy statement explains, the Series A Preferred Stock presents a capital structure issue that the Board cannot resolve without the approval of the holders of the Series A Preferred Stock, and Proposal 3 is intended to allow that approval to be sought without a further vote of the common shareholders. If the Trust cannot address the Series A Preferred Stock overhang, the Board has disclosed that a delisting from the NYSE American and deregistration under the Exchange Act become likely. Delisting and deregistration would end exchange trading of the Common Shares, would reduce liquidity and the public reporting available to shareholders, and, as described in the proxy statement, would trigger the conversion rights of the holders of the Series A Preferred Stock. We cannot assure shareholders that approval of Proposal 3 will avoid these outcomes.

Next steps. The record date of September 11, 2026 will not change. Proxies already submitted remain valid and will be voted at the adjourned meeting unless revoked, and shareholders who have already voted need not take any further action. The Board of Trustees recommends that shareholders vote FOR Proposal 3. The Trust needs shareholders’ votes now to avoid a further adjournment while it works to secure this important vote. If sufficient votes have not been received by the time of the adjourned meeting, the Board may adjourn the meeting again, as described in the proxy statement. Each additional adjournment and round of solicitation adds to the expense the Trust bears on behalf of all shareholders, so a prompt vote helps avoid that.

How to vote. Shareholders may vote by internet at www.proxyvote.com, by telephone at 1-800-690-6903, or by returning the white proxy card or voting instruction form they received. Shareholders who hold shares through a bank or broker should note that their broker cannot vote on Proposal 3 without their instructions. Shareholders who have voted previously may change their vote at any time before the polls close. Shareholders who oppose Proposal 3, or who have questions or concerns about it or need assistance voting, are encouraged to contact Power REIT at 212-750-0371 or ir@pwreit.com, or the Trust’s proxy solicitor, Sodali & Co., at (203) 658-9400 or PW@investor.sodali.com, so that the Trust can understand and address their concerns.

About Power REIT. Power REIT (NYSE American: PW) is a specialized real-estate investment trust (REIT) focused on sustainable real estate. Power REIT is currently diversified into 4 industries: Controlled Environment Agriculture (Greenhouses), Solar Farm Land,Transportation (Railroad) and single family rental homes.

Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include statements about the timing of the adjourned meeting and the possibility of further adjournment of the 2026 Annual Meeting of Shareholders, the vote required to approve Proposal 3, the Trust’s capital structure and the Series A Preferred Stock, the Trust’s ability to maintain its listing on the NYSE American and its registration under the Exchange Act, and the Trust’s ability to raise capital. Words such as “intends,” “expects,” “believes,” “may,” “would,” “could” and similar expressions identify forward-looking statements. These statements reflect the Trust’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Those risks include the risk that Proposal 3 is not approved, that the Trust does not receive sufficient votes in favor of Proposal 3 by the date of the adjourned meeting or any later adjournment, that the Trust is unable to resolve the Series A Preferred Stock overhang, that the Trust’s Common Shares are delisted from the NYSE American or deregistered under the Exchange Act, and that any resolution of the Trust’s capital structure results in dilution to holders of Common Shares or does not achieve the Board’s objectives. Additional risks are described in the Trust’s proxy statement dated September 16, 2026, and in its Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release, and the Trust undertakes no obligation to update them except as required by law.

Additional Information. The Trust has filed a definitive proxy statement and a white proxy card with the SEC in connection with the 2026 Annual Meeting of Shareholders. Shareholders are urged to read the proxy statement and any other relevant documents carefully, because they contain important information. Shareholders may obtain these documents free of charge from the SEC’s website at www.sec.gov and from the Trust’s website. Information about the Trust’s trustees and executive officers and their interests in the solicitation is contained in the proxy statement.

Contact: David H. Lesser, Chairman and Chief Executive Officer, Power REIT, 212-750-0371, ir@pwreit.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 11.9 KB