Stewards lifts Series A preferred cap to 100%

Stewards, Inc. (SWRD) reports that on September 9, 2026 its board of directors and all holders of its Series A Preferred Stock approved an amendment to the Series A Certificate of Designation.

Rhea-AI Filing Summary

Stewards, Inc. (SWRD) reports that on September 9, 2026 its board of directors and all holders of its Series A Preferred Stock approved an amendment to the Series A Certificate of Designation. On September 10, 2026 a Certificate of Amendment was filed with the Nevada Secretary of State, becoming effective upon filing.

The amendment changes Section 3(e) of the Series A Certificate of Designation to replace the prior 9.99% “Maximum Percentage” with 100% and removes language that allowed a holder to change this Maximum Percentage by written notice, while leaving the rest of Section 3(e) unchanged, including the requirement that it cannot be waived without consent of holders of a majority of the common stock. The amendment does not alter the conversion rate, conversion timing, dividend, redemption, liquidation, or voting rights of the Series A Preferred Stock. As of this report, 71,250,000 shares of Series A Preferred Stock are issued and outstanding, and all such shares approved the amendment by written consent.

Filing Explained

The Series A amendment became effective upon filing on September 10, 2026, replacing the prior 9.99% conversion ownership cap with 100%. This expands the preferred stock’s conversion capacity; if conversion produces new common shares, existing holders’ percentage ownership would be reduced, but the filing reports an amendment rather than a conversion or issuance.

8-K Event Classification

4 items: 3.03, 5.03, 5.07, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum Percentage before amendment: 9.99% Maximum Percentage after amendment: 100% Series A Preferred Stock outstanding: 71,250,000 shares +3 more

6 metrics

Maximum Percentage before amendment 9.99% Prior limit in Section 3(e) of the Series A Certificate of Designation

Maximum Percentage after amendment 100% Revised limit in Section 3(e) of the Series A Certificate of Designation

Series A Preferred Stock outstanding 71,250,000 shares Issued and outstanding as of the date of the report

Series A votes for COD Amendment 71,250,000 shares Shares voting for approval of the COD Amendment

Series A votes against / abstentions 0 / 0 shares Shares voting against and abstaining on the COD Amendment

Filing date of Certificate of Amendment September 10, 2026 Date filed with the Nevada Secretary of State; amendment effective upon filing

Key Terms

Certificate of Designation, Series A Preferred Stock, Maximum Percentage, written consent in lieu of a meeting, +1 more

5 terms

Certificate of Designation regulatory

"an amendment to the Certificate of Designation of the Series A Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Series A Preferred Stock financial

"the holders of all issued and outstanding shares of the Company’s Series A Preferred Stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Maximum Percentage financial

"to replace the 9.99% Maximum Percentage with 100%"

written consent in lieu of a meeting regulatory

"approved the COD Amendment by written consent in lieu of a meeting"

A written consent in lieu of a meeting is a signed document by a company’s board members or shareholders that approves a specific corporate action without convening a formal meeting. Like signing a group text instead of gathering in person, it speeds decisions and lowers costs, but it also concentrates voting power and limits public debate, so investors watch it for how quickly actions occur and how transparently votes are recorded.

Certificate of Amendment to Designation After Issuance of Class or Series regulatory

"Certificate of Amendment to Designation After Issuance of Class or Series"

FAQ

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

What change did Stewards, Inc. (SWRD) make to its Series A Preferred Stock terms?

Stewards, Inc. approved an amendment to the Series A Certificate of Designation that revises Section 3(e) by replacing the 9.99% “Maximum Percentage” with 100% and deleting language that allowed holders to adjust that Maximum Percentage by written notice.

When did the Stewards, Inc. (SWRD) Series A amendment become effective?

The company filed a Certificate of Amendment with the Nevada Secretary of State on September 10, 2026, and the amendment became effective upon filing.

How many Series A Preferred shares of SWRD are outstanding and how did they vote?

As of the report date, there are 71,250,000 shares of Series A Preferred Stock issued and outstanding, and all 71,250,000 shares approved the amendment by written consent, with 0 votes against and 0 abstentions.

Did the Stewards, Inc. (SWRD) amendment change Series A conversion, dividend, or voting rights?

No. The company states the amendment does not change the conversion rate, conversion timing, dividend, redemption, liquidation, or voting rights of the Series A Preferred Stock; only the Section 3(e) “Maximum Percentage” provision was revised.

What approvals were required for Stewards, Inc. (SWRD) to amend the Series A Certificate of Designation?

On September 9, 2026, the board of directors of Stewards, Inc. approved the amendment, and the holders of all 71,250,000 issued and outstanding Series A Preferred shares approved it by written consent in lieu of a meeting.

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

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Available on EDGAR 09/14/2026 - 02:15 PM Accepted by SEC EDGAR 09/14/2026 - 02:14 PM Learn about SEC filing dates

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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 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.      [ ]

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 9, 2026, the Board of Directors of Stewards, Inc. (the “Company”) approved, and the holders of all issued and outstanding shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), approved by written consent, an amendment to the Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on or about June 5, 2023, as previously amended on or about November 29, 2023 (as amended, the “Series A COD”).

On September 10, 2026, the Company filed a Certificate of Amendment to Designation After Issuance of Class or Series (the “COD Amendment”) with the Nevada Secretary of State. The COD Amendment became effective upon filing.

The COD Amendment amends Section 3(e) of the Series A COD to replace the 9.99% Maximum Percentage with 100% and to delete the last sentence of Section 3(e), which permitted a holder to increase or decrease the Maximum Percentage by written notice effective on the 61st day after notice. The remainder of Section 3(e) is unchanged, including the requirement that the Company may not waive Section 3(e) without the consent of holders of a majority of the Common Stock. The COD Amendment does not otherwise change the conversion rate, conversion timing, dividend, redemption, liquidation, or voting rights of the Series A Preferred Stock.

As of the date of this report, 71,250,000 shares of Series A Preferred Stock are issued and outstanding.

The foregoing description of the COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the COD Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 9, 2026, the holders of all 71,250,000 issued and outstanding shares of Series A Preferred Stock approved the COD Amendment by written consent in lieu of a meeting.

Matter		Shares of Series A Preferred Stock outstanding				Shares voting for				Shares voting against				Abstentions
Approval of the COD Amendment			71,250,000				71,250,000				0				0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Designation After Issuance of Class or Series (Series A Preferred Stock), filed with the Nevada Secretary of State on September 10, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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 14, 2026

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-3 CERTIFICATE OF AMENDMENT TO DESIGNATION AFTER ISSUANCE OF CLASS OR SERIES (SERIE 30.9 KB