Stewards closes $90M Pompano Beach property deal
The acquisition also places 7,000,000 issued shares in escrow, pairing scheduled cash payments to sellers with share cancellations.
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Rhea-AI Filing Summary
Stewards, Inc. (SWRD) supplements its resale prospectus for up to 20,621,250 common shares held by selling stockholders. The company receives no proceeds from their sales, but may receive proceeds if warrants or pre-funded warrants are exercised for cash. Holders may sell at prevailing, related or negotiated prices; the former $3.00 fixed-price limit no longer applies.
On September 23, 2026, Stewards completed its acquisition of 100% of the membership interests in entities owning Envy Pompano Beach, a mixed-use property with 214 apartments. The aggregate contractual purchase price is $90.0 million, subject to credits, prorations and closing adjustments. Consideration included 14,263,025 shares with a contractual value of $42,789,075 and a $2.0 million unsecured seller note. Property-level borrowers entered into a $47.7 million mortgage loan, refinancing $44,557,435.93 of existing property-level indebtedness and funding reserves and transaction costs.
7,000,000 of the issued shares are escrowed. Beginning October 5, 2026, and generally on the fifth day of each month through April 5, 2027, Stewards must make $3.0 million cash payments to sellers, with 1,000,000 escrowed shares cancelled concurrently; the company must fund any shortfall. Separately, Stewards and Accretiv Investment Holdings Inc. cancelled an unfunded $1.5 million bridge note, with no principal outstanding or termination payment owed.
Key Figures
Key Terms
registration delay payment financial
Term SOFR financial
debt yield financial
springing cash-management arrangements technical
Offering Details
FAQ
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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-291586
Prospectus Supplement No. 8
(To prospectus dated July 16, 2026)
20,621,250 Shares of Common Stock
This Prospectus Supplement No. 8 (this “Prospectus Supplement”) supplements the prospectus dated July 16, 2026 (the “Prospectus”) relating to the resale of up to 20,621,250 shares of common stock, par value $0.0001 per share, of Stewards, Inc. (formerly known as Favo Capital, Inc.) (the “Company,” “we,” “us,” or “our”) by the selling stockholders named in the Prospectus. These shares were issued to the selling stockholders pursuant to a Securities Purchase Agreement in connection with a private placement that closed on December 12, 2024 and July 30, 2025. The shares include 9,750,000 shares of common stock issued in the private placement, an additional 487,500 shares issued as a registration delay payment, and 10,383,750 shares issuable upon the exercise of warrants and pre-funded warrants issued in the same private placement.
This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in the following Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission, the text of each of which is set forth below:
§ the Current Report on Form 8-K filed on September 24, 2026 (date of earliest event reported: September 21, 2026), reporting the termination and cancellation of the Promissory Note dated September 2, 2026 in the original principal amount of $1,500,000 and the related Security Agreement with Accretiv Investment Holdings Inc., pursuant to a Termination and Release Agreement dated September 21, 2026; and
§ the Current Report on Form 8-K filed on September 29, 2026 (date of earliest event reported: September 21, 2026), reporting the Company’s entry into a Membership Interests Purchase and Sale Agreement dated September 21, 2026 and the September 23, 2026 closing of the acquisition of Envy Pompano Beach, including related financing, share issuance, escrow, registration rights, and guaranty arrangements.
Plan of Distribution; Offering Price
As previously disclosed in Prospectus Supplement Nos. 5, 6 and 7, the Company’s common stock commenced trading on the Nasdaq Capital Market under the symbol “SWRD” at the market open on September 10, 2026, and quotation on the OTCID Market ceased at the close of trading on September 9, 2026. Accordingly, the $3.00 fixed-price limitation described in the Prospectus no longer applies.
The selling stockholders may sell the shares covered by the Prospectus from time to time on the Nasdaq Capital Market or otherwise at prevailing market prices at the time of sale, at prices related to prevailing market prices, or at negotiated prices, in the manner described under “Plan of Distribution” in the Prospectus. Any sales under the Prospectus that occurred while the common stock was quoted on the OTCID Market remained subject to the $3.00 fixed price.
We will not receive any proceeds from sales of shares by the selling stockholders. We may receive proceeds from the exercise of the warrants and pre-funded warrants if exercised for cash.
Our common stock trades on the Nasdaq Capital Market under the symbol “SWRD.” An active, liquid trading market may not develop or be sustained.
This Prospectus Supplement should be read in conjunction with the Prospectus and Prospectus Supplement Nos. 1 through 7, which are to be delivered with this Prospectus Supplement. This Prospectus Supplement is qualified by reference to the Prospectus and prior supplements, except to the extent the information herein updates or supersedes that information.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 29, 2026.
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): September
21, 2026
Stewards, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-43473 | 88-0436017 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
4300 N. University Drive Suite D-105 Lauderhill, Florida |
33351 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 1.516.419-5300
|
Not Applicable (Former name or former address, if changed since last report) |
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | SWRD | The Nasdaq Stock Market LLC |
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. [ ]
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Item 1.02 Termination of a Material Definitive Agreement.
On September 21, 2026, Stewards, Inc. (the "Company") and Accretiv Investment Holdings Inc., a Georgia corporation (the "Lender"), entered into a Termination and Release Agreement, effective as of the same date (the "Termination Agreement"), pursuant to which the parties terminated and cancelled in their entirety (i) the Promissory Note dated as of September 2, 2026, issued by the Company to the Lender in the original principal amount of $1,500,000 (the "Note") and (ii) the related Security Agreement dated as of September 2, 2026 (the "Security Agreement"). The Company has no material relationship with the Lender other than in respect of the Note, the Security Agreement, the Termination Agreement, and the financing contemplated by those agreements.
As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2026, the Note contemplated secured, short-term bridge financing in the original principal amount of $1,500,000. If funded, the principal would have been due on September 21, 2026, and a fixed lender return of $75,000 would have been payable on or before November 30, 2026. The Security Agreement provided for a junior security interest in substantially all of the Company's personal property, subordinate to the Company's existing senior liens.
The Lender did not advance any portion of the contemplated principal, the Company did not receive any loan proceeds from the Lender, and no funding date occurred under the Note. Accordingly, no principal is outstanding, the $75,000 lender return was not earned, no event of default occurred, and the Company does not owe the Lender any principal, interest, default interest, liquidated damages, fee, expense, enforcement cost, indemnity, or other amount under or in connection with the Note or the Security Agreement.
Under the Termination Agreement, the Note and the Security Agreement are of no further force or effect. The Lender irrevocably released every actual, asserted, contingent, or purported lien or security interest arising under or in connection with those agreements. The Lender represented that it had not filed or authorized any UCC financing statement or similar lien record in connection with the financing. If such a record is later identified, the Lender must take the actions required by the Termination Agreement to terminate it.
The Company and the Lender granted mutual releases of claims arising from or relating to the Note, the Security Agreement, the contemplated financing, and the absence of funding, subject to specified exclusions for claims arising from a breach of the Termination Agreement or from fraud or intentional misrepresentation in connection with the Termination Agreement. The Termination Agreement does not constitute an admission of liability, wrongdoing, or breach by either party.
The Company incurred no early termination penalty and is not required to pay any termination fee or other amount to the Lender in connection with the termination.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1* | Termination and Release Agreement, dated as of September 21, 2026, by and between Stewards, Inc. and Accretiv Investment Holdings Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
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SIGNATURES
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.
Stewards, Inc.
/s/ Katuischia Murless
Katuischia
Murless
Chief Financial Officer
Date September 24, 2026
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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): September
21, 2026
Stewards, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-43473 | 88-0436017 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
4300 N. University Drive Suite D-105 Lauderhill, Florida |
33351 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 1.516.419-5300
|
Not Applicable (Former name or former address, if changed since last report) |
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | SWRD | The Nasdaq Stock Market LLC |
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. [ ]
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Item 1.01 Entry into a Material Definitive Agreement
On September 21, 2026, Stewards, Inc. (the “Company”) and its wholly owned subsidiary, SRC Envy Holdco LLC (the “Purchaser”), entered into a Membership Interests Purchase and Sale Agreement (the “Purchase Agreement”) with Envy Development PB, LLC, HSU Gamma Investments LP, Michael Hsiao, the Estate of Christopher Longsworth, The Myelin Group, LLC, Envy Development DE, LLC and Envy Recreational, LLC. The Purchase Agreement provided for the Purchaser to acquire all of the outstanding membership interests of Envy Development DE, LLC and Envy Recreational, LLC, which own the real estate and related assets comprising Envy Pompano Beach. The acquisition closed on September 23, 2026. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
Purchase Consideration and Escrowed Shares
The Purchase Agreement provides for an aggregate contractual purchase price of $90.0 million, subject to credits, prorations and closing adjustments. The consideration included a credit for the Company’s acquisition deposit, the refinancing of $44,557,435.93 of existing property-level indebtedness, the issuance of 14,263,025 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), calculated at the contractual price of $3.00 per share and having an aggregate contractual value of $42,789,075, and a $2.0 million unsecured promissory note made by the Company in favor of Envy Development PB, LLC. Of those shares, 13,788,066 were issued to Envy Development PB, LLC and 474,959 were issued to The Myelin Group, LLC. The $3.00 per-share figure is the negotiated contractual value used solely to determine the number of shares issued. It is not the Nasdaq closing price and is not the fair value of the shares for accounting purposes under ASC 805-50.
In connection with the closing, the Company, Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC entered into an Escrow Agreement effective as of September 23, 2026. Under the Escrow Agreement, 7,000,000 of the issued shares, having an agreed contractual value of $21.0 million, were deposited with ClearTrust, LLC as escrow agent. Beginning October 5, 2026, and generally on the fifth day of each month thereafter through April 5, 2027, the Company is required to make a cash payment of $3.0 million to the sellers and, concurrently with each payment, 1,000,000 escrowed shares are to be cancelled. The parties are required to pursue registered sales, privately negotiated sales and borrowings against the escrowed shares as potential sources of liquidity. If those measures generate less than the required cash payment, the Company must fund the shortfall. The Company is obligated to pay daily liquidated damages for late redemption payments, initially at $1,000 per day for each outstanding redemption and increasing to $2,000 per day after the first calendar month.
If any redemption payment, related late-payment damages, delisting liquidated damages or extension fee remains unpaid one year after closing, the sellers may direct a sale of the property or extend the payment period month to month for a fee equal to 2% of the then-outstanding unpaid amount per month. The sellers also have a payment-priority right, subject to the LoanCore financing described below, and may record a vendee’s lien against the property while an unpaid obligation remains outstanding. Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, guarantees the Company’s redemption-payment obligations, related late-payment damages and certain other payment obligations under the Purchase Agreement. Glen Steward, the Company’s Chairman of the Board and a director, and Shaun Quin, the Company’s Chief Executive Officer and a director, guarantee the late-payment damages and compliance with specified payment-priority and distribution covenants.
The Purchase Agreement also provides that if the Common Stock is delisted from Nasdaq and is not relisted within 120 days, the Company must pay the sellers $5.5 million within ten days after the cure period and on each of the first five anniversaries of the delisting while the delisting continues, subject to an aggregate cap of $33.0 million. At the sellers’ election, each such payment may be made in cash, in additional shares of Common Stock valued at $3.00 per share or in a combination of cash and shares. Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, guarantees these obligations. Stewards International Funds PCC is affiliated with Mr. Steward.
Registration Rights Agreement
At closing, the Company, the sellers and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, entered into a Registration Rights Agreement. The Company is required to use commercially reasonable efforts to file a resale registration statement covering the 7,000,000 escrowed shares no later than 30 days after September 23, 2026 and to cause it to become effective no later than 60 days after that date, or 90 days after that date if the Securities and Exchange Commission reviews and comments on the registration statement. The agreement also provides customary demand and piggyback registration rights and requires the Company to bear specified registration expenses, other than underwriting discounts and selling commissions.
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Guaranty Fees and Reimbursement Agreement
In consideration of the guaranties supporting the LoanCore financing, the Purchaser agreed to pay each of Bernard Hsiao, Michael Hsiao, Mr. Steward, Mr. Quin and the Company an annual fee equal to 0.30% of the outstanding principal balance of the LoanCore financing, for an aggregate annual fee of 1.50%, prorated for 2026 and payable in monthly installments after closing. Mr. Steward and Mr. Quin are related parties of the Company.
At closing, Bernard Hsiao, Michael Hsiao, Mr. Steward, Mr. Quin, the Company and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, also entered into a Reimbursement Agreement allocating liability under the recourse guaranty. Under that agreement, the Hsiao parties are responsible for obligations attributable to their intentional fraud or willful misconduct, and the Stewards parties are responsible for the other obligations arising under the recourse guaranty and must indemnify the Hsiao parties for those obligations, subject to the terms of the agreement.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and the Escrow Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 2.1, 4.1 and 10.10, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The description of the Reimbursement Agreement is qualified in its entirety by reference to Exhibit 10.9.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 23, 2026, the Company completed the acquisition contemplated by the Purchase Agreement. Through the Purchaser, the Company acquired 100% of the membership interests in Envy Development DE, LLC and Envy Recreational, LLC and, indirectly, the real estate and related operating assets commonly known as Envy Pompano Beach, located at 425-475 East Atlantic Boulevard, Pompano Beach, Florida.
Envy Pompano Beach is a Class A mixed-use real estate project situated on approximately 1.61 acres and includes 214 residential apartments in two 11-story buildings completed in 2020, approximately 5,575 square feet of ground-floor commercial space, a marina with 26 boat slips, a three-story commercial community center and related leases, deposits, furniture, fixtures, equipment, permits and other operating assets. The Company intends to continue operating the property as a multifamily and mixed-use real estate asset.
The sellers of the acquired membership interests were Envy Development PB, LLC and The Myelin Group, LLC. Glen Steward, the Company’s Chairman of the Board and a director, holds an immaterial, indirect passive investment through an entity owned or controlled by another investor that has an interest in the Envy ownership structure. Mr. Steward does not control that entity, had no ability to influence decision-making on behalf of the sellers or the acquired entities, and did not participate in the sellers’ approval of the transaction. Based on the immaterial nature of Mr. Steward’s indirect interest and his lack of control or influence over the sellers or the acquired entities, the Company determined that the acquisition did not constitute a related-party transaction solely by reason of that interest. Except for this indirect interest and the transaction documents, financing guaranty arrangements and guaranty-fee arrangements described in this report, the Company is not aware of any material relationship between the sellers and the Company or any of its affiliates, directors or officers.
The contractual purchase price and the consideration delivered at closing are described under Item 1.01 above and are incorporated into this Item 2.01 by reference. The acquisition was financed in part through the property-level financing described under Item 2.03 below, which refinanced $44,557,435.93 of existing property-level indebtedness and funded reserves and closing costs. The acquisition is accounted for as an asset acquisition under ASC 805-50.
Historical revenues and certain operating expenses of the acquired real estate operation are presented under Rule 3-14 of Regulation S-X in Exhibits 99.1 and 99.2. Those statements exclude mortgage interest, depreciation, amortization, management fees and income taxes and are not indicative of future GAAP results. The six months ended June 30, 2026 include an approximately $202,000 real-estate tax refund that is non-recurring.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
LoanCore Financing
On September 23, 2026, Envy Development DE, LLC and Envy Recreational, LLC, each a wholly owned subsidiary of the Company following the acquisition, entered into a Loan Agreement with LoanCore Capital Credit REIT LLC, as lender, providing for a $47.7 million mortgage loan. The loan refinanced $44,557,435.93 of existing indebtedness secured by the property and funded reserves and transaction costs. The loan is evidenced by an amended and restated renewal promissory note issued by Envy Development DE, LLC. The note reflects a future advance of $3,142,564.07, bringing the outstanding principal to $47,700,000.
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The loan bears interest at one-month Term SOFR, subject to a 3.35% floor, plus 3.60% per annum. The loan is interest-only, with monthly interest payments beginning November 9, 2026, and matures on October 9, 2028. Subject to specified conditions, including no continuing event of default, maintenance of an interest-rate cap, a debt yield of at least 6.50% and payment of a 0.50% extension fee, the borrowers may extend the maturity date to October 9, 2029. The borrowers are required to maintain an interest-rate cap with a 4.50% strike rate. The loan also provides for a 1.0% origination fee, a 1.0% exit fee, a $1,000 monthly administrative fee and a spread-maintenance premium for specified repayments before the eighteenth payment date.
The loan is secured by first-priority mortgages on the apartment, marina and community-center properties, assignments of leases and rents, security interests in related personal property and accounts, and a pledge by the Purchaser of its equity interests in the borrowers. The loan documents establish springing cash-management arrangements at PNC Bank, National Association. Those arrangements are unsprung at closing and may be activated upon a trigger event under the Loan Agreement. The loan documents also require specified tax, insurance, repair, leasing, capital-expenditure, security-upgrade and interest reserves. The borrowers also agreed to use best efforts to clear specified outstanding fire-code violations within 30 days after closing. Subject to written notice and an additional 30-day cure period, failure to do so may constitute an event of default.
The Purchaser and Envy Recreational, LLC delivered payment guaranties. In addition, Bernard Hsiao, Michael Hsiao, Mr. Quin, Mr. Steward and the Company delivered a guaranty of recourse and other obligations. That guaranty covers specified recourse liabilities, scheduled monthly debt-service payments and specified property operating expenses, and it provides for full recourse upon specified springing-recourse events. The allocation of responsibility among the guarantors is governed by the Reimbursement Agreement described under Item 1.01.
Seller Promissory Note
On September 23, 2026, in connection with the closing of the Envy acquisition, Envy Development PB, LLC advanced $2.0 million to the Company, and the Company issued and delivered to Envy Development PB, LLC an unsecured promissory note in the original principal amount of $2.0 million. Although the note bears an “Effective Date” of September 17, 2026, the note was not released or delivered, the loan was not funded, and the Company did not become obligated to repay the loan until the closing occurred and the funds were advanced on September 23, 2026. Accordingly, the Company’s direct financial obligation under the note arose on September 23, 2026.
The note accrues interest at a fixed rate of $1,333.33 per day on the outstanding principal balance. The entire principal balance, together with all accrued and unpaid interest, is due on October 5, 2026. The Company may prepay the note without premium or penalty. The note contains customary events of default and permits the lender, following an event of default, to accelerate the outstanding principal, accrued interest and other amounts due. The note is unsecured and does not require a personal guaranty.
Item 3.02 Unregistered Sales of Equity Securities
On September 23, 2026, as partial consideration for the acquisition, the Company issued an aggregate of 14,263,025 shares of Common Stock at the contractual value of $3.00 per share, consisting of 13,788,066 shares issued to Envy Development PB, LLC and 474,959 shares issued to The Myelin Group, LLC. Of those shares, 6,766,900 shares allocated to Envy Development PB, LLC and 233,100 shares allocated to The Myelin Group, LLC, for an aggregate of 7,000,000 shares, were deposited in escrow as described in Item 1.01. After the issuance, 225,625,627 shares of Common Stock were outstanding.
The shares were issued in a transaction not involving a public offering in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and, to the extent applicable, Regulation D promulgated thereunder. The recipients made customary investment-intent and accredited-investor representations. The shares are restricted securities and may be resold only pursuant to an effective registration statement or an available exemption from registration. No underwriter or placement agent participated in the issuance, and the Company received no cash proceeds from the issuance.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Real Estate Operation Acquired
The audited statement of revenues and certain operating expenses of Envy Development PB, LLC for the year ended December 31, 2025, together with the related notes and the report of Turner, Stone & Company, L.L.P., is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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The unaudited statement of revenues and certain operating expenses of the Envy real estate operation for the six months ended June 30, 2026 and 2025, together with the related notes, is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information giving effect to the acquisition is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description |
| 2.1 | Membership Interests Purchase and Sale Agreement, dated as of September 21, 2026, by and among Envy Development PB, LLC, HSU Gamma Investments LP, Michael Hsiao, the Estate of Christopher Longsworth, The Myelin Group, LLC, Envy Development DE, LLC, Envy Recreational, LLC, SRC Envy Holdco LLC and Stewards, Inc. |
| 4.1 | Registration Rights Agreement, dated as of September 23, 2026, by and among Stewards, Inc., Envy Development PB, LLC, The Myelin Group, LLC and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund. |
| 4.2 | Amended and Restated Renewal Promissory Note, dated September 23, 2026, in the original principal amount of $47,700,000, issued by Envy Development DE, LLC to LoanCore Capital Credit REIT LLC. |
| 4.3 | Promissory Note in the principal amount of $2,000,000, effective as of September 17, 2026, issued by Stewards, Inc. to Envy Development PB, LLC. |
| 10.1 | Loan Agreement, dated as of September 23, 2026, by and among Envy Development DE, LLC and Envy Recreational, LLC, as borrowers, and LoanCore Capital Credit REIT LLC, as lender. |
| 10.2 | Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 23, 2026, by Envy Development DE, LLC in favor of LoanCore Capital Credit REIT LLC. |
| 10.3 | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 23, 2026, by Envy Recreational, LLC in favor of LoanCore Capital Credit REIT LLC. |
| 10.4 | Guaranty of Recourse and Other Obligations, dated as of September 23, 2026, by Bernard Hsiao, Michael Hsiao, Shaun Quin, Glen Steward and Stewards, Inc. in favor of LoanCore Capital Credit REIT LLC. |
| 10.5 | Guaranty of Payment, dated as of September 23, 2026, by SRC Envy Holdco LLC in favor of LoanCore Capital Credit REIT LLC. |
| 10.6 | Payment Guaranty, dated as of September 23, 2026, by Envy Recreational, LLC in favor of LoanCore Capital Credit REIT LLC. |
| 10.7 | Pledge and Security Agreement, dated as of September 23, 2026, by SRC Envy Holdco LLC in favor of LoanCore Capital Credit REIT LLC. |
| 10.8 | Springing Cash Management Agreement, dated as of September 23, 2026, among Envy Development DE, LLC, Envy Recreational, LLC, LoanCore Capital Credit REIT LLC and PNC Bank, National Association. |
| 10.9 | Reimbursement Agreement, entered into at the September 23, 2026 closing, by and among Bernard Hsiao, Michael Hsiao, Glen Steward, Shaun Quin, Stewards, Inc. and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund. |
| 10.10 | Escrow Agreement, effective as of September 23, 2026, by and among Stewards, Inc., Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC, relating to 7,000,000 shares of Stewards, Inc. common stock. |
| 99.1 | Audited statement of revenues and certain operating expenses of Envy Development PB, LLC for the year ended December 31, 2025, and related notes. |
| 99.2 | Unaudited statement of revenues and certain operating expenses of the Envy real estate operation for the six months ended June 30, 2026, and related notes. |
| 99.3 | Unaudited pro forma condensed combined financial information of Stewards, Inc. giving effect to the Envy acquisition. |
The Company has omitted certain schedules and exhibits from Exhibit 2.1 pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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SIGNATURES
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.
Stewards, Inc.
/s/ Katuischia Murless
Katuischia
Murless
Chief Financial Officer
Date September 28, 2026
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