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  4. [8-K] Stewards, Inc. Reports Material Event

Stewards extends $100M loan, cuts warrant coverage

Stewards, Inc. extends its $100 million private credit facility to November 15, 2026 while reducing warrant coverage on new funding and keeping an 8% rate and 2030 maturity.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stewards, Inc. (SWRD) reports that on September 3, 2026 it entered into Amendment No. 4 to its Loan Agreement with Stewards International Funds PCC, extending the facility Closing Date from August 31, 2026 to November 15, 2026. The amendment keeps the unsecured, unsubordinated note facility’s $100.0 million aggregate limit, 8.00% fixed annual interest rate, and August 31, 2030 maturity unchanged.

Warrant economics tied to the facility are modified: the Facility Warrant exercise price remains $0.76 per share, with pre‑extension advances retaining coverage of one warrant per $0.76 of principal, but funding after August 31, 2026 through the extended Closing Date earns only one warrant per $3.00 funded. All earned Facility Warrants must be issued as of November 15, 2026, and shares issued on exercise will be restricted securities unless registered or exempt. The board’s four disinterested directors approved the related‑party amendment after Glen Steward disclosed his interest and abstained. The company plans to rely on Section 4(a)(2) and/or Rule 506(b) of Regulation D for the unregistered Facility Warrants and underlying shares.

Positive

  • None.

Negative

  • None.

Filing Explained

The amendment itself advances no additional principal and issues no warrants or common shares; any extension-period warrants remain contingent on principal actually funded and accepted through November 15, 2026.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Facility limit $100.0 million Aggregate principal amount authorized under the Loan Agreement
Interest rate 8.00% per annum Fixed annual interest rate on notes under the facility
Maturity Date August 31, 2030 Maturity of notes issued under the Loan Agreement
Extended Closing Date November 15, 2026 Facility Closing Date extended from August 31, 2026
Pre‑extension warrant coverage 1 warrant per $0.76 funded For principal funded and accepted on or before August 31, 2026
Extension-period warrant coverage 1 warrant per $3.00 funded For principal funded and accepted after August 31, 2026 through November 15, 2026
Warrant exercise price $0.76 per share Exercise price of each Facility Warrant
Post-maturity exercise window 3 years Facility Warrants exercisable for three years after later of Maturity Date or a Liquidity Event
unsecured, unsubordinated financial
"Notes issued for principal actually funded remain unsecured and unsubordinated obligations"
restricted securities financial
"shares of the Company's common stock issued upon exercise ... will be restricted securities"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Liquidity Event financial
"after the later of the Maturity Date or a Liquidity Event and for three years"
A liquidity event is a transaction that converts ownership in a privately held or illiquid asset into cash or a marketable security, such as a sale, merger, public stock offering, or buyout. It matters to investors because it provides a clear way to realize returns or recover capital—think of it as turning a house into a cash sale—so the timing, price and structure of the event determine how much money stakeholders actually receive.
anti-dilution provisions financial
"at an exercise price of $0.76 per share, subject to the existing anti-dilution provisions"
Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.
accredited investor financial
"based on ... the Lender's representation that it is an accredited investor"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Regulation D regulatory
"Rule 506(b) of Regulation D thereunder, based on the privately negotiated nature"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

What did Stewards, Inc. (SWRD) change in its loan facility on September 3, 2026?
Stewards, Inc. entered Amendment No. 4 to its Loan Agreement, extending the facility Closing Date from August 31, 2026 to November 15, 2026, while keeping the $100.0 million aggregate limit, 8.00% fixed annual interest rate, and August 31, 2030 maturity unchanged.

How are warrant terms under the Stewards, Inc. (SWRD) facility affected by the amendment?
The Facility Warrant exercise price stays at $0.76 per share. For principal funded on or before August 31, 2026, coverage remains one warrant per $0.76. For principal funded after August 31, 2026 through November 15, 2026, coverage drops to one warrant per $3.00 funded.

When must Stewards, Inc. (SWRD) issue the Facility Warrants earned under the amended loan?
On and effective as of November 15, 2026, Stewards, Inc. must issue every Facility Warrant then earned, accrued, due or otherwise required to be issued but not previously issued, including those earned during the extension period, after crediting warrants already issued.

What are the key terms of the notes under Stewards, Inc. (SWRD)’s loan agreement?
Notes issued for funded principal are unsecured and unsubordinated obligations of Stewards, Inc., bear interest at 8.00% per annum, and mature on August 31, 2030, all subject to the existing terms of the Loan Agreement and its amendments.

How and when can Facility Warrants of Stewards, Inc. (SWRD) be exercised?
Each Facility Warrant is exercisable for one share of common stock at $0.76 per share. They become exercisable after the later of the Maturity Date or a Liquidity Event and remain exercisable for three years thereafter, subject to existing anti-dilution provisions.

How will Stewards, Inc. (SWRD) treat the Facility Warrants under securities laws?
Stewards, Inc. intends to rely on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, given the privately negotiated transaction and the lender’s accredited investor status. The warrants and underlying shares are unregistered and subject to transfer restrictions.

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

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FALSE000179585100017958512026-09-032026-09-03

UNITED STATES
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 3, 2026
Stewards, Inc.
(Exact name of registrant as specified in its charter)
Nevada
333-291586
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: (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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
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. o

1

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2026, Stewards, Inc. (the "Company") entered into Amendment No. 4 to Loan Agreement (the "Amendment") with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) (the "Lender"). The Amendment is effective, solely as between the parties, as of 11:59 p.m. Eastern Time on August 31, 2026.

The Amendment relates to the Loan Agreement dated September 17, 2025 between the Company and the Lender, as previously amended (the "Loan Agreement"). As previously disclosed, the Loan Agreement authorizes the Company to issue up to $100.0 million in aggregate principal amount of unsecured, unsubordinated debt notes to the Lender, subject to the amount actually funded and without a guarantee that the full authorized amount will be advanced.

Pursuant to the Amendment:

•the facility Closing Date is extended from August 31, 2026 to November 15, 2026, while the fixed annual interest rate remains 8.00%, the Maturity Date remains August 31, 2030 and the $100.0 million aggregate facility limit is not increased;
•the parties ratify the continuity of the facility from immediately after the former Closing Date, and the Lender waives solely any lapse caused by that former date, without waiving any payment default, covenant breach, Event of Default, funding condition, third-party right or requirement of applicable law;
•the exercise price of the debt-facility warrants (the "Facility Warrants") remains $0.76 per share, and the existing coverage applicable to principal funded and accepted on or before August 31, 2026 remains one Facility Warrant for every $0.76 of such principal;
•for principal funded and accepted after August 31, 2026 through the extended Closing Date, warrant coverage is reduced to one Facility Warrant for every $3.00 funded, with the pre-extension and extension-period entitlements calculated separately;
•on and effective as of November 15, 2026, the Company must issue every Facility Warrant then earned, accrued, due or otherwise required to be issued but not previously issued, including all Facility Warrants earned during the extension period, after crediting warrants previously issued so that no advance produces duplicate coverage; and
•shares of the Company's common stock issued upon exercise of any Facility Warrant will be restricted securities and will not be freely tradable or eligible for unrestricted public resale unless covered by an effective registration statement or an applicable exemption from registration.

The Amendment does not, by its terms, itself advance any additional principal or issue any Facility Warrants or shares of common stock upon execution. The amount of any extension-period funding and the corresponding number of Facility Warrants will depend on principal actually funded and accepted through the extended Closing Date.

Glen Steward, the Chairman of the Company's Board of Directors (the "Board"), is a related-party transaction. Mr. Steward disclosed his interest and abstained in writing from consenting to, voting on or otherwise approving the Amendment. The four disinterested directors approved the Amendment after determining in good faith that its terms are fair and reasonable to, and in the best interests of, the Company and its stockholders.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. The Amendment extends the period during which direct financial obligations may arise under the Loan Agreement but does not itself increase the $100.0 million aggregate facility limit. Notes issued for principal actually funded remain unsecured and unsubordinated obligations of the Company, bear interest at 8.00% per annum and mature on August 31, 2030, subject to the existing terms of the Loan Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The number of Facility Warrants attributable to extension-period principal is not determinable as of the date of this report and will equal the actual principal funded and accepted after August 31, 2026 through November
2

15, 2026 divided by $3.00, subject to the fractional-warrant provisions described in the Amendment. Each Facility Warrant will be exercisable for one share of the Company's common stock, par value $0.0001 per share, at an exercise price of $0.76 per share, subject to the existing anti-dilution provisions, after the later of the Maturity Date or a Liquidity Event and for three years thereafter.

The Facility Warrants will constitute consideration issued in connection with actual principal advanced under the Loan Agreement. The Amendment does not provide for any underwriting discount or commission payable by the Company in connection with the Facility Warrants. The Company intends to rely upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder, based on the privately negotiated nature of the transaction, the absence of general solicitation and the Lender's representation that it is an accredited investor. The Facility Warrants and the shares issuable upon exercise have not been registered under the Securities Act and will be subject to applicable restrictions on transfer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Amendment No. 4 to Loan Agreement, dated September 3, 2026, by and between Stewards, Inc. and Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3

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 thereunto duly authorized.

STEWARDS, INC.
Dated:
September 4, 2026
By:
/s/ Katuischia Murless
Name:
Katuischia Murless
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
4

Source: View Original Filing on SEC EDGAR

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