Henry Posner builds 10% preferred stake in Power REIT (PW) and signals governance push

Rhea-AI Filing Summary

Power REIT investor Henry Posner III has filed a Schedule 13D disclosing an activist-style stake in the company’s Series A preferred shares. He reports beneficial ownership of 34,000 shares of Series A Cumulative Redeemable Perpetual Preferred Stock, equal to 10% of the 336,944 preferred shares outstanding as of September 30, 2025.

Posner acquired the shares for approximately $237,208 using personal funds and holds sole voting and dispositive power. Because dividends on the Series A preferred have not been declared for multiple quarters, the preferred now has voting rights to elect two additional trustees, giving this stake governance significance.

Posner has already discussed governance and subsidiary plans with Power REIT’s CEO and chair and may seek to join the board or help identify additional trustees. He signals potential proposals on governance, compliance, strategy, and transactions, and may increase or reduce his holdings in both common and preferred shares over time.

Insights

Activist and governance specialist

10% preferred stake positions Henry Posner to press governance and strategic changes at Power REIT.

The filing shows Henry Posner III now beneficially owns 34,000 shares of Power REIT’s Series A preferred, or 10% of that class, bought for about $237,208. Because dividends have not been paid for multiple quarters, these preferred shares currently carry the right, voting separately as a class, to elect two additional trustees.

Posner has already engaged the CEO and chair on governance and on plans for the Pittsburgh & West Virginia Railroad subsidiary. He may seek a board seat, propose additional trustees, and advocate for a governance and compliance audit, as well as broader strategic and transactional ideas involving the company.

The filing also notes he may buy more or sell preferred or common shares depending on governance developments, financial condition, and market factors. Future company disclosures describing any board changes, governance reviews, or transactions linked to these discussions would clarify how influential this 13D position becomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Power REIT

(Name of Issuer)

Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share

(Title of Class of Securities)

73933H200

(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)

02/06/2026

(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. 73933H200

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 34,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 34,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

34,000.00

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:

Percentage is calculated based on 336,944 shares of 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share ("Series A Preferred Stock") outstanding as of September 30, 2025, as disclosed by Power REIT (the "Issuer") in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on October 24, 2025 with the Securities and Exchange Commission (the "SEC"). The Series A Preferred Stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. The holders of Series A Preferred Stock have the right (voting separately as a class) to elect two additional Trustees to the Issuer's Board of Trustees (the "Board") if dividends on the Series A Preferred Stock are not paid (whether or not declared) for six or more quarterly periods. As disclosed by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, and in the above-referenced Form 10-Q, during the 12 months ended December 31, 2024 and the 9 months ended September 30, 2025, the Issuer did not declare a quarterly dividend to holders of the Series A Preferred Stock. Accordingly, as of the date hereof, the Series A Preferred Stock has attributes of a voting security.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share
(b)	Name of Issuer: Power REIT
(c)	Address of Issuer's Principal Executive Offices: 301 WINDING ROAD, OLD BETHPAGE, NEW YORK , 11804.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Henry Posner III, an individual and citizen of the United States of America (the "Reporting Person").
(b)	The business address of the Reporting Person is 535 Smithfield Street, Suite 960, Pittsburgh, Pennsylvania 15222.
(c)	The principal occupation of the Reporting Person is Chairman of Railroad Development Corporation, with an address of 535 Smithfield Street, Suite 960, Pittsburgh, Pennsylvania 15222.
(d)	During the past five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he has become or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to them.
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 34,000 shares of Series A Preferred Stock reported on this Schedule 13D as beneficially owned by the Reporting Person is approximately $237,208, including brokerage commissions. Such shares were acquired with the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	On February 6, 2026, the Reporting Person spoke with David H. Lesser, the Issuer's Chief Executive Officer and Chairman of the Issuer's Board regarding the Issuer's governance and its plans with respect to its wholly owned subsidiary, Pittsburgh & West Virginia Railroad. The Reporting Person may continue such discussions with Mr. Lesser, as well as other members of the Issuer's Board. 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 the common stock, par value $0.001 per share of the Issuer ("Common Stock"), or Series A Preferred Stock or disposing of some or all of his holdings of Common Stock or Series A Preferred 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 the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own 34,000 shares of the Issuer's Series A Preferred Stock, representing 10% of the Issuer's outstanding Series A Preferred Stock, which is calculated based on 336,944 shares of Series A Preferred Stock outstanding as of September 30, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on October 24, 2025. The Series A Preferred stock may be convertible into shares of the Common Stock of 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. As of the date hereof, the Series A Preferred Stock is not convertible into Common Stock, and the Reporting disclaims beneficial ownership of any Common Stock as a result of the Reporting Person's ownership of Series A Preferred Stock.
(b)	The Reporting Person has sole voting and dispositive power of 34,000 shares of Series A Preferred Stock. The Reporting Person does not share any voting or dispositive power with respect to his ownership of the Series A Preferred Stock.
(c)	The transactions in the shares of the Series A Preferred Stock by the Reporting Person during the past 60 days are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. 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.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Transactions in the Issuer's Series A Preferred 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:	02/10/2026

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 Persons dated November 24, 2025 and filed with the SEC on December 1, 2025)

FAQ

What did Henry Posner III disclose in his Schedule 13D about Power REIT (PW)?

Henry Posner III disclosed beneficial ownership of 34,000 shares of Power REIT’s Series A preferred stock, representing 10% of that class. He acquired the stake with personal funds and holds sole voting and dispositive power, positioning himself to influence governance matters tied to the preferred shares’ voting rights.

How large is Henry Posner’s preferred stock position in Power REIT (PW) relative to the class?

Henry Posner reports owning 34,000 Series A preferred shares, equal to 10% of the class. The percentage is based on 336,944 Series A preferred shares outstanding as of September 30, 2025, as disclosed by Power REIT in its Form 10-Q filed with the SEC.

Why do Power REIT’s Series A preferred shares currently have voting rights?

The Series A preferred shareholders gain special voting rights if dividends are unpaid for six or more quarterly periods. Power REIT disclosed that it did not declare quarterly dividends on the Series A preferred during the 12 months ended December 31, 2024 and the nine months ended September 30, 2025, so the preferred now has attributes of a voting security.

What governance actions might Henry Posner pursue at Power REIT (PW)?

Henry Posner may seek a board seat, help identify additional strategic individuals for the board, or nominate trustees if agreement with the company is not reached. He is also considering proposals on governance improvements, a governance and compliance audit, and broader strategic and operational matters at Power REIT.

How much did Henry Posner pay for his Power REIT Series A preferred stake?

The aggregate purchase price for the 34,000 Series A preferred shares was approximately $237,208, including brokerage commissions. The Schedule 13D states that these shares were acquired using Henry Posner’s personal funds, underscoring a direct, individual investment rather than through an external fund vehicle.

Can Power REIT’s Series A preferred shares convert into common stock, and does Posner own any common shares?

The Series A preferred may convert into common stock only upon specified material events such as a “Change of Control” or “Delisting Event,” subject to redemption rights. As of the filing date, the preferred is not convertible, and Henry Posner disclaims beneficial ownership of any common stock through his preferred holdings.

What flexibility does Henry Posner retain regarding his Power REIT investment?

Henry Posner intends to review his Power REIT investment on an ongoing basis and may buy additional common or preferred shares or sell some or all of his holdings. Possible transactions include open-market trades or Rule 10b5-1 trading plans, depending on governance, strategy, financial condition, and market conditions.