Power REIT (PW) holder Henry Posner III discloses 7.5% ownership, 254,810 shares

Rhea-AI Filing Summary

Power REIT major shareholder updates ownership in Schedule 13D/A. Henry Posner III now reports beneficial ownership of 254,810 shares of Power REIT common stock. This represents 7.5% of the company’s outstanding common stock, based on 3,389,661 shares outstanding as of October 22, 2025, as disclosed in Power REIT’s recent quarterly report.

The filing states that all reported shares were acquired using Posner’s personal funds, with an aggregate purchase price of approximately $184,558 including commissions. He has sole voting and dispositive power over all 254,810 shares, with no shared control. Recent open-market purchase activity over the past 60 days is summarized in an exhibit, with trades reported in aggregated one-dollar price ranges.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

12/10/2025

(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 254,810.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 254,810.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

254,810.00

12

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

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the SEC by the Reporting Person with respect to the Issuer on December 1, 2025, as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2025. This Amendment No. 2 is being filed to report changes in the Reporting Person's beneficial ownership of the Issuer's Common Stock. Capitalized terms used herein have the meanings ascribed to them in the Schedule 13D and Amendment No. 1. Since the filing of the Reporting Person's most recent Schedule 13D/A, the Reporting Person has acquired additional shares of the Issuer's Common Stock that resulted in an increase in the Reporting Person's beneficial ownership by more than one percent (1%) of the outstanding shares of the Issuer's Common Stock. The Schedule 13D/A is hereby amended and supplemented to include the information set forth herein.

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 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 254,810 shares of Common Stock reported on this Amendment No. 2 as beneficially owned by the Reporting Person is approximately $184,558, including brokerage commissions. Such shares were acquired with the Reporting Person's personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own 254,810 shares of the Issuer's Common Stock, representing 7.5% of the Issuer's Common Stock, which is calculated based on 3,389,661 shares of Common Stock outstanding on October 22, 2025, as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on October 24, 2025.
(b)	The Reporting Person has sole voting and dispositive power of 254,810 shares of Common Stock. The Reporting Person does not share any voting or dispositive power with respect to his ownership of the Issuer's Common Stock.
(c)	The transactions in the shares of the Issuer's Common Stock by the Reporting Person during the past 60 days are set forth in Exhibit 99.1 hereto and incorporated by reference herein. All such transactions were effected in the open market, including through multiple open market purchase transactions that occurred on the same day at different prices, which transactions are reported in the aggregate within a one dollar price range. Exhibit 99.1 sets forth the range of prices for each such one-dollar aggregate disclosure and includes the Reporting Person's undertaking to provide upon request by the SEC staff full information regarding the number of shares purchased at each separate price.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Transactions in the Common Stock During the Past 60 Days 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:	12/11/2025

Comments accompanying signature:

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)

FAQ

What does the new Schedule 13D/A for Power REIT (PW) disclose?

The Schedule 13D/A discloses that Henry Posner III beneficially owns 254,810 shares of Power REIT common stock, representing 7.5% of the company’s outstanding common stock, and that his ownership has increased by more than one percentage point since his prior amendment.

How many Power REIT (PW) shares does Henry Posner III now own and what percentage is this?

Henry Posner III is reported to beneficially own 254,810 shares of Power REIT common stock. This represents 7.5% of the outstanding common stock, calculated using 3,389,661 shares outstanding as of October 22, 2025.

How did Henry Posner III finance his Power REIT (PW) share purchases?

The filing states that the aggregate purchase price for the 254,810 shares beneficially owned is approximately $184,558, including brokerage commissions, and that the shares were acquired using personal funds of Henry Posner III.

What level of control does Henry Posner III have over his Power REIT (PW) shares?

According to the disclosure, Henry Posner III has sole voting power and sole dispositive power over all 254,810 shares of Power REIT common stock, with no shared voting or dispositive authority.

On what share count is Henry Posner III’s 7.5% Power REIT (PW) ownership based?

The 7.5% ownership figure is calculated using 3,389,661 shares of Power REIT common stock outstanding as of October 22, 2025, as disclosed in the company’s Form 10-Q for the quarter ended September 30, 2025.

What recent trading activity in Power REIT (PW) shares is referenced in the Schedule 13D/A?

The filing notes that transactions in Power REIT common stock by Henry Posner III over the past 60 days are detailed in Exhibit 99.1. These were open-market purchases, with multiple same-day trades reported in aggregate within one-dollar price ranges.