Power REIT (PW) holder reports 10% stake, weighs board and governance moves

Rhea-AI Filing Summary

Henry Posner III has filed Amendment No. 5 to his Schedule 13D on Power REIT, reporting beneficial ownership of 340,000 shares of common stock, or 10.0% of the class, with sole voting and dispositive power. He states that he has not acquired or sold any additional shares since the prior amendment filed earlier in December.

Posner plans to engage with Power REIT’s Chief Executive Officer and Board about the company’s governance and its plans for its wholly owned subsidiary, Pittsburgh & West Virginia Railroad. He may seek to join the Board himself or help identify other strategic individuals, and if no agreement is reached, he may consider nominating board candidates. He also indicates he may propose governance and compliance reviews, discuss strategy and potential transactions, and could buy or sell shares in the future, including through a Rule 10b5‑1(c) trading plan.

Insights

Governance and activism analyst

10% holder signals potential governance activism but no concrete actions yet.

Henry Posner III reports beneficial ownership of 340,000 common shares of Power REIT, equal to 10.0% of the class, with sole voting and dispositive power. He confirms there have been no share acquisitions or dispositions since the prior amendment in December 2025, so the economic stake is unchanged.

The new information centers on intent. Posner plans to engage with the CEO and Board on governance, compliance, and strategy, specifically including the wholly owned subsidiary Pittsburgh & West Virginia Railroad. He also references potential governance and compliance audits and possible participation in future transactions, which indicates an interest in influencing direction without specifying outcomes.

He leaves open a wide range of future options, from seeking a Board seat or helping identify directors to possibly nominating his own candidates if no agreement is reached. He may also increase or reduce his holdings, including via a Rule 10b5‑1(c) trading plan. Overall, this is an early-stage activism signal; actual impact will depend on subsequent discussions and any formal proposals disclosed in later periods.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Power REIT

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

73933H101

(CUSIP Number)

Henry Posner III
535 Smithfield Street, Suite 960,
Pittsburgh, PA, 15222
412-928-7700

Briar McNutt
Epstein Becker & Green, P.C., 875 Third Avenue
New York, NY, 10022
212-351-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/29/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 73933H101

1

Name of reporting person

POSNER HENRY III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 340,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 340,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

340,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D originally filed with the SEC by the Reporting Person with respect to the Issuer on December 1, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2025, Amendment No. 2 to Schedule 13D filed on December 11, 2025, Amendment No. 3 to Schedule 13D filed on December 17, 2025, and Amendment No. 4 to Schedule 13D filed on December 23, 2025 ("Amendment No. 4") (collectively, the "Schedule 13D/A"). Capitalized terms used herein have the meanings ascribed to them in the Schedule 13D/A. The principal purpose of this Amendment No. 5 is to update certain information previously reported in Item 4 (Purpose of Transaction) with respect to the Reporting Person to reflect changes since the filing of Amendment No. 4. The Reporting Person has not effected any acquisitions or dispositions of shares of the Issuer's Common Stock since the filing of Amendment No. 4. Except as set forth in this Amendment No. 5, the information in the Schedule 13D/A remains unchanged.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Power REIT
(c)	Address of Issuer's Principal Executive Offices: 301 WINDING ROAD, 301 WINDING ROAD, OLD BETHPAGE, NEW YORK , 11804.
Item 4.	Purpose of Transaction
	As of the date hereof, the Reporting Person intends to engage with David H. Lesser, the Issuer's Chief Executive Officer and Chairman of the Issuer's Board of Trustees (the "Board"), as well as other members of the Issuer's Board, to discuss the Issuer's governance and its plans with respect to its wholly owned subsidiary, Pittsburgh & West Virginia Railroad. The Reporting Person may engage with the Issuer with respect to joining the Board and/or identifying other strategic individuals to join the Board, and to the extent he is unable to reach an agreement with the Issuer regarding the foregoing, the Reporting Person may seek to nominate such individuals to the Board. The Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, the matters set forth above, potential improvements in the Issuer's governance, including a governance and compliance audit, and the strategy and plans of the Issuer, including transactions in which the Reporting Person may seek to participate and potentially engage. In addition to the matters set forth above, the Reporting Person may engage with the Issuer's management and Board with respect to a broad range of governance, compliance, operational and strategic matters and to communicate with other shareholders or other third parties, including advisers and service providers regarding any of the foregoing. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions. The Reporting Person may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Person intends to review his investment in the Issuer on a continuing basis and depending on various factors, including without limitation, the Issuer's governance, compliance with its responsibilities to its shareholders, its financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other available investment opportunities, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may in the future take such actions with respect to his investment in the Issuer on terms and at such times as he deems appropriate. These actions may include, without limitation, acquiring additional shares of Common Stock or disposing of some or all of his holdings of Common Stock, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Person may deem advisable. In addition, the Reporting Person may, at any time and from time to time, (i) review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.2 - Power of Attorney by Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POSNER HENRY III

Signature:	/s/ Briar McNutt
Name/Title:	Briar McNutt by POA from Henry Posner III, Reporting Person
Date:	12/29/2025

Comments accompanying signature:

Power of Attorney of Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025)

FAQ

Who is the reporting person in this Power REIT (PW) Schedule 13D/A amendment?

The reporting person is Henry Posner III, a U.S. individual investor. He is identified as having personal funds ("PF") as the source of funds and is the sole reporting person on this Schedule 13D/A Amendment No. 5.

How many Power REIT (PW) shares does Henry Posner III beneficially own and what percentage of the company is this?

Henry Posner III reports beneficial ownership of 340,000 shares of Power REIT common stock, which represents 10.0% of the outstanding class. He has sole voting power and sole dispositive power over all 340,000 shares.

What is the main purpose of Henry Posner III’s updated filing regarding Power REIT (PW)?

The principal purpose of Amendment No. 5 is to update the previously disclosed Item 4 (Purpose of Transaction). Posner now states an intention to engage with Power REIT’s CEO and Board regarding governance, compliance, strategy, and plans for the subsidiary Pittsburgh & West Virginia Railroad, and to outline possible future governance- and board-related actions.

Has Henry Posner III recently bought or sold additional shares of Power REIT (PW)?

No. The amendment explicitly states that the reporting person has not effected any acquisitions or dispositions of Power REIT common stock since the filing of Amendment No. 4 earlier in December 2025. The change is in stated intentions, not in share count.

What governance actions might Henry Posner III consider with respect to Power REIT (PW)?

Posner may discuss governance improvements, including a potential governance and compliance audit, and Power REIT’s broader strategy and plans. He may seek to join the Board, help identify other strategic individuals to join, or, if no agreement is reached, seek to nominate individuals to the Board. He may also communicate with other shareholders and third parties under possible confidentiality and standstill agreements.

Could Henry Posner III change his Power REIT (PW) ownership or file further proposals in the future?

Yes. He states that he intends to review his investment on a continuing basis and may, depending on governance, financial position, strategic direction, market conditions and price, acquire additional shares or dispose of some or all holdings. These transactions could include use of a Rule 10b5‑1(c) trading plan. He may also in the future consider actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.