Power REIT (PW) 10% owner adds Series A preferred and details conversion terms

Rhea-AI Filing Summary

Power REIT’s 10% owner Henry Posner III reported additional purchases of the company’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock. He bought 3,300 shares on 01/14/2026 at $7.0998 per share and 1,497 shares on 01/15/2026 at a weighted average price of $7.7459, bringing his beneficial ownership to 4,797 preferred shares held directly.

The amended filing adds detail that the Series A Preferred Stock, with a $25 per share liquidation preference, may become convertible into common stock only upon certain material events such as a “Change of Control” or a “Delisting Event,” and then into up to 5 common shares per preferred share under the terms described.

Insider Trade Summary

Net Buyer: 4,797 shares ($35,025)

Net Buy 2 txns

Insider POSNER HENRY III

Role 10% Owner

Bought 4,797 shs ($35K)

Type	Security	Shares	Price	Value
Purchase	7.75% Series A Cum. Red. Perpetual Preferred Stock	1,497	$7.7459	$12K
Purchase	7.75% Series A Cum. Red. Perpetual Preferred Stock	3,300	$7.0998	$23K

Holdings After Transaction: 7.75% Series A Cum. Red. Perpetual Preferred Stock — 4,797 shares (Direct)

Footnotes (1)

1. The 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share ("Series A Preferred Stock") may be convertible into shares of the common stock of Power REIT (the "Issuer") only upon the occurrence of certain material events outside the control of the reporting person, including a "Change of Control" and a "Delisting Event" (each as defined in the Series A Preferred Stock Articles Supplementary), provided that the Issuer has not earlier delivered notice of the Issuer's election to redeem such shares of Series A Preferred Stock. If it becomes convertible as noted in footnote (1), one share of Series A Preferred Stock may be converted into a number of shares of common stock equal to the lesser of: (i) the quotient obtained by dividing the sum of $25 plus any accrued and unpaid dividends by (x) the cash consideration per share of common stock received in the Change of Control if cash is the sole consideration received or (y) the average of the closing price per share of common stock on the 10 consecutive trading days immediately preceding the effective date of the Change of Control (if any consideration other than cash is received by holders of common stock) or the effective date of the Delisting Event, as applicable; or (ii) 5. The trading symbol for the Series A Preferred Stock is PW.A. This amendment has been filed to include footnotes (1) and (2) explaining the conversion feature of the Series A Preferred Stock. The reporting person's Form 4 reports filed on 01/16/2026, 01/30/2026 and 02/04/2026 did not include footnotes (1) and (2). The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.70 to $7.75, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

POSNER HENRY III

(Last) (First) (Middle)

535 SMITHFIELD STREET

SUITE 960

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Power REIT [ PW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
7.75% Series A Cum. Red. Perpetual Preferred Stock(1)(2)(3)	01/14/2026		P		3,300	A	$7.0998	3,300	D
7.75% Series A Cum. Red. Perpetual Preferred Stock	01/15/2026		P		1,497	A	$7.7459(4)	4,797	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share ("Series A Preferred Stock") may be convertible into shares of the common stock of Power REIT (the "Issuer") only upon the occurrence of certain material events outside the control of the reporting person, including a "Change of Control" and a "Delisting Event" (each as defined in the Series A Preferred Stock Articles Supplementary), provided that the Issuer has not earlier delivered notice of the Issuer's election to redeem such shares of Series A Preferred Stock.

2. If it becomes convertible as noted in footnote (1), one share of Series A Preferred Stock may be converted into a number of shares of common stock equal to the lesser of: (i) the quotient obtained by dividing the sum of $25 plus any accrued and unpaid dividends by (x) the cash consideration per share of common stock received in the Change of Control if cash is the sole consideration received or (y) the average of the closing price per share of common stock on the 10 consecutive trading days immediately preceding the effective date of the Change of Control (if any consideration other than cash is received by holders of common stock) or the effective date of the Delisting Event, as applicable; or (ii) 5. The trading symbol for the Series A Preferred Stock is PW.A.

3. This amendment has been filed to include footnotes (1) and (2) explaining the conversion feature of the Series A Preferred Stock. The reporting person's Form 4 reports filed on 01/16/2026, 01/30/2026 and 02/04/2026 did not include footnotes (1) and (2).

4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.70 to $7.75, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

	/s/ Briar McNutt as Attorney-in-Fact for Henry Posner III	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Power REIT (PW) report in this Form 4/A?

The filing shows Henry Posner III purchased 3,300 shares of Power REIT’s 7.75% Series A Preferred Stock on 01/14/2026 at $7.0998 per share and 1,497 shares on 01/15/2026 at a weighted average price of $7.7459 per share, totaling 4,797 shares owned directly.

Who is the reporting person in Power REIT (PW)’s latest Form 4/A filing?

The reporting person is Henry Posner III, identified as a 10% owner of Power REIT. The Form 4/A is filed as a single-reporting-person filing, with the signature executed by Briar McNutt acting as attorney-in-fact for Henry Posner III on the stated signature date.

How many preferred shares of Power REIT (PW) does the insider own after these transactions?

After the reported purchases, Henry Posner III beneficially owns 4,797 shares of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock. The filing shows these shares as directly held, reflecting the cumulative total following the January 2026 transactions disclosed in Table I.

What are the key terms of Power REIT (PW)’s 7.75% Series A Preferred Stock?

The 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock carries a $25 per share liquidation preference and may become convertible into common stock only upon certain material events, including a “Change of Control” or a “Delisting Event,” on terms described in the Articles Supplementary.

Under what conditions can Power REIT (PW) Series A Preferred convert into common stock?

Conversion may occur only if specified events like a Change of Control or Delisting Event happen and the issuer has not elected to redeem. Each preferred share may then convert into the lesser of a value-based formula amount of common stock or 5 common shares, as outlined in the filing footnotes.

Why was this Form 4/A for Power REIT (PW) filed as an amendment?

The amendment was filed to add footnotes explaining the conversion features of the Series A Preferred Stock. Earlier reports filed on 01/16/2026, 01/30/2026, and 02/04/2026 did not include those conversion-related footnotes, prompting this corrective Form 4/A disclosure.

What does the weighted average price disclosure mean in Power REIT (PW)’s Form 4/A?

For the 01/15/2026 transaction, the filing reports a weighted average price of $7.7459 per share. The shares were bought in multiple trades between $7.70 and $7.75, and the insider undertakes to provide detailed trade-by-trade pricing information to the issuer, any security holder, or SEC staff upon request.