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Stewards registers 20.6M shares for resale

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Form Type
424B3

Rhea-AI Filing Summary

Stewards, Inc. (SWRD) filed a prospectus supplement covering the resale of up to 20,621,250 shares of common stock by selling stockholders, consisting of 9,750,000 shares issued in a private placement, 487,500 shares issued as a registration delay payment, and 10,383,750 shares issuable upon exercise of warrants and pre-funded warrants from that placement. The company will not receive proceeds from resale of these shares, though it may receive cash if the warrants and pre-funded warrants are exercised. Following the September 10, 2026 commencement of trading on the Nasdaq Capital Market under the symbol SWRD, prior $3.00 fixed-price resale limitations no longer apply and sales may occur at market or negotiated prices. The filing also reports that the board approved a standstill and additional review process for a previously contemplated recognition program of up to 3,000,000 RSUs under the 2024 Equity Incentive Plan, clarifying that no RSUs were granted or are outstanding and that any future awards would require fresh approvals, proper documentation, an effective Form S-8 or other exemption, and would exclude independent directors and non-employee service providers from the contemplated recognition RSUs.

Shares registered for resale 20,621,250 shares Common stock covered for resale by selling stockholders under Registration No. 333-291586
Private placement shares 9,750,000 shares Common stock issued in the private placement to selling stockholders
Registration delay payment shares 487,500 shares Additional common shares issued as a registration delay payment
Warrant and pre-funded warrant shares 10,383,750 shares Shares issuable upon exercise of warrants and pre-funded warrants from the private placement
Contemplated RSU pool 3,000,000 RSUs Maximum number of restricted stock units under the contemplated recognition program
Intended RSUs per proposed recipient 250,000 RSUs Planned allocation to each of twelve proposed recipients under the prior approval
Nasdaq trading start date September 10, 2026 Date SWRD common stock commenced trading on the Nasdaq Capital Market
Former fixed resale price cap $3.00 per share Fixed-price limitation that applied while the stock was quoted on the OTC market
Prospectus Supplement regulatory
"This Prospectus Supplement No. 6 supplements the prospectus dated July 16, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
standstill regulatory
"the Board approved a standstill and additional review process concerning a recognition program"
A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.
restricted stock units financial
"a contemplated recognition program of up to 3,000,000 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2024 Equity Incentive Plan financial
"a previously contemplated recognition program under the Company's 2024 Equity Incentive Plan"
Form S-8 regulatory
"prepare and file a registration statement on Form S-8 covering shares issuable under the Plan"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
pre-funded warrants financial
"shares issuable upon the exercise of warrants and pre-funded warrants issued"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Offering Type secondary
Securities Offered Common Stock, par value $0.0001 per share
Offering Amount 20,621,250 shares
Use of Proceeds The company will not receive proceeds from resales by selling stockholders, but may receive cash proceeds from the exercise of warrants and pre-funded warrants.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Stewards, Inc. (SWRD) register for resale in this prospectus supplement?

The supplement covers the resale of up to 20,621,250 shares of common stock, including 9,750,000 private placement shares, 487,500 registration delay shares, and 10,383,750 shares issuable upon exercise of warrants and pre-funded warrants from the same private placement.

Will Stewards, Inc. (SWRD) receive cash from the share resales?

Stewards, Inc. will not receive proceeds from sales by the selling stockholders. It may receive cash proceeds only if the related warrants and pre-funded warrants are exercised for cash.

How did Stewards, Inc.’s move to Nasdaq affect pricing for the registered resales?

After SWRD began trading on the Nasdaq Capital Market on September 10, 2026, the prior $3.00 fixed-price limitation no longer applied. Selling stockholders may now sell at prevailing market prices, at prices related to market prices, or at negotiated prices.

What is the status of the 3,000,000 RSU recognition program at Stewards, Inc. (SWRD)?

A contemplated recognition program of up to 3,000,000 RSUs under the 2024 Equity Incentive Plan remains under standstill and additional review. No award agreements were executed, no RSUs are treated as outstanding, and no shares have been issued in settlement.

Who could receive future recognition RSU awards at Stewards, Inc. (SWRD)?

Any future recognition RSUs, if granted, would be limited to Glen Steward, Shaun Quin, and other eligible management and employees. Independent directors and consultants, outside counsel, listing advisers, finders, and investor-relations providers will not receive the contemplated recognition RSUs.

What safeguards apply to any future RSU grants under Stewards, Inc.’s 2024 plan?

Any later RSU awards would require Compensation Committee approval by non-recipient directors, a written or electronic award agreement, and an effective Form S-8 registration statement or another exemption confirmed by counsel. No future grant date may be backdated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-291586

 

Prospectus Supplement No. 6
(To prospectus dated July 16, 2026)

 

20,621,250 Shares of Common Stock

  

This Prospectus Supplement No. 6 (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 Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 14, 2026, which reports that the Board of Directors approved a standstill and additional review process concerning a previously contemplated recognition program under the Company’s 2024 Equity Incentive Plan. The text of that Current Report is set forth below.

 

Plan of Distribution; Offering Price

 

As previously disclosed in Prospectus Supplement No. 5, 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 5, 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 18, 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 9, 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 8.01 Other Events.

 

On September 9, 2026, the Board of Directors (the "Board") of Stewards, Inc. (the "Company") approved a standstill and additional review process concerning a previously contemplated recognition program under the Company's 2024 Equity Incentive Plan (the "Plan").

 

In November 2025, the Board and the Company's majority shareholder authorized a contemplated recognition program of up to 3,000,000 restricted stock units ("RSUs") under the Plan, with an intended award of 250,000 RSUs for each of twelve proposed recipients (the "Prior Approval"). No individual award agreements or notices under the Plan were executed, no shares were issued in settlement of the contemplated awards, and the Company does not treat any RSUs contemplated by the Prior Approval as outstanding.

 

The September 9, 2026 action does not grant any RSUs, select or approve any recipient, determine any award amount or vesting condition, establish any grant date, or authorize the issuance of any settlement shares. The independent directors Zachary Graeve, Wael Barsoum and John Bode will not receive any RSUs contemplated by the Prior Approval.

 

Any later awards, if made at all, would be limited to Glen Steward, Shaun Quin, other members of management and employees who are eligible under the Plan and applicable law. Consultants, outside counsel, listing advisers, finders and investor-relations providers will not receive the contemplated recognition RSUs. Any later award would require further action by the Compensation Committee acting through directors who are not proposed recipients, execution of a written or electronic award agreement or notice under the Plan, and an effective registration statement on Form S-8 or another exemption confirmed by counsel. No future grant date may be backdated.

 

The Board has directed the Company's authorized officers, together with securities counsel, to prepare and file a registration statement on Form S-8 covering shares issuable under the Plan. No recognition award, if later granted, will be settled until that registration statement is effective or counsel confirms in writing that another exemption is available.

 

The Company is providing this disclosure to clarify the implementation status of the Prior Approval. Registration Statement No. 333-291586 previously described the Prior Approval as an "issuance" of 3,000,000 RSUs. As described above, no individual award agreements or notices under the Plan were executed and no shares were issued in settlement. The Company is not treating this action as the cancellation of outstanding RSUs because it does not treat any RSUs contemplated by the Prior Approval as outstanding.

 

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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 18, 2026

 

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