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

Stewards, Inc. (SWRD) adds $69M property debt and $5M convertible notes

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

Rhea-AI Filing Summary

Stewards, Inc. entered into several financing transactions, including the refinancing of its Block 40 / 1818 Park multifamily property through a $69,000,000 senior secured loan and a mezzanine loan of up to $10,000,000. The senior loan bears interest at Term SOFR plus 3.50% (reducing to 3.00% after the Margin Change Date), matures on August 7, 2028 with three one-year extension options, carries 1% origination and exit fees, and is supported by limited-recourse carve-out guaranties from the company and certain affiliates.

The mezzanine loan is secured by a pledge of 100% of the equity in the mortgage borrower, bears interest at Term SOFR plus 12.00% (floor 14.50%) then plus 10.50% (floor 14.00%), shares the August 7, 2028 maturity and extension structure, and includes a limited payment guaranty capped at $19,750,000. Stewards, Inc. also issued $5,000,000 in secured convertible notes at 15% interest, maturing in 180 days and automatically convertible at $3.00 per share, together with five-year warrants for 1,666,665 shares at $3.00 per share, secured by a first-priority interest in substantially all personal property. Proceeds support payments under a HOPCo acquisition promissory note and general corporate purposes, while HOPCo Intermediate Holdings II, Inc. issued a convertible note to the company with an available amount of up to $25,000,000, bearing 8% paid-in-kind interest and maturing on July 27, 2031, with automatic conversion into Class A2 units if a specified equity closing does not occur by October 31, 2026.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Senior Loan Principal $69,000,000 Senior secured loan for Block 40 property under Loan Agreement dated July 24, 2026
Mezzanine Loan Principal up to $10,000,000 Mezzanine loan to Block 40 Holdco LLC under Mezzanine Loan Agreement dated July 24, 2026
Convertible Notes Principal $5,000,000 Aggregate principal amount of Secured Convertible Promissory Notes issued to three accredited investors
Convertible Note Interest Rate 15% per annum Interest on the secured convertible promissory notes, computed on a 365-day year
Conversion and Exercise Price $3.00 per share Automatic conversion price for notes and exercise price of attached common stock purchase warrants
Warrant Shares 1,666,665 shares Aggregate number of common shares purchasable under the warrants issued with the convertible notes
HOPCo Note Available Amount up to $25,000,000 Available amount under the HOPCo Intermediate Holdings II, Inc. Convertible Promissory Note
Equity Closing Threshold $205,000,000 Minimum Class A2 equity investment triggering repayment rather than conversion of the HOPCo Note
Term SOFR financial
"interest at Term SOFR plus a margin of 350 basis points"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
mezzanine loan financial
"the Mezzanine Lender made a mezzanine loan in the principal amount"
A mezzanine loan is a type of financing that sits between a primary bank loan and equity ownership: it has a lower priority for repayment than the main loan but ranks above shareholders. Think of it as a bridge loan that fills the gap when a company needs extra cash for a buyout, expansion, or project, often carrying higher interest and sometimes a small equity stake. For investors, mezzanine debt offers higher returns but more risk than senior loans and can affect shareholder value if converted into ownership.
paid-in-kind (PIK) financial
"Interest: 8% per annum, paid-in-kind (PIK) annually and compounding"
Intercreditor Agreement financial
"The Senior Lender and Mezzanine Lender are parties to an Intercreditor Agreement"
A legal contract among multiple lenders that sets the rules for how their different loans and security interests rank, how payments and collateral are handled, and how disputes are resolved if a borrower defaults. It matters to investors because it determines which creditors get paid first and under what conditions, like a traffic plan that decides which cars can go first at an intersection when everyone wants the same road, affecting recovery and risk.
limited-recourse carve-outs financial
"limited-recourse carve-outs supported by guaranties from the Company and certain affiliates"

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FAQ

What financing did Stewards, Inc. (SWRD) complete for the Block 40 property?
Stewards, Inc. completed a refinancing of the Block 40 / 1818 Park property using a $69,000,000 senior loan and a mezzanine loan of up to $10,000,000. Both mature on August 7, 2028 with three one-year extensions and are supported by guaranties from the company and affiliates.

What are the key terms of Stewards, Inc. (SWRD)'s $5 million secured convertible notes?
The company issued $5,000,000 in secured convertible notes bearing 15% annual interest and maturing in 180 days. Principal and accrued interest automatically convert at $3.00 per share, with attached five-year warrants for 1,666,665 shares at $3.00, secured by a first-priority interest in personal property.

How does the HOPCo convertible note disclosed by Stewards, Inc. (SWRD) work?
HOPCo Intermediate Holdings II, Inc. issued a convertible note to Stewards, Inc. with an available amount of up to $25,000,000, bearing 8% paid-in-kind interest and maturing on July 27, 2031. If an equity investment of at least $205,000,000 does not close by October 31, 2026, it converts into Class A2 units.

What potential equity issuance could arise from Stewards, Inc. (SWRD)'s new securities?
The secured convertible notes automatically convert on maturity into common stock at a $3.00 per share conversion price for principal plus accrued interest. Additionally, attached warrants allow purchase of 1,666,665 shares of common stock at $3.00 per share for five years from issuance.

How will Stewards, Inc. (SWRD) use proceeds from the $5 million convertible note financing?
Proceeds from the $5,000,000 secured convertible notes are designated to fund payments under the promissory note issued in connection with the HOPCo acquisition pursuant to a June 2, 2026 letter of intent, and for general corporate purposes, providing funding tied to the company’s investment in HOPCo.

What guarantees and collateral support Stewards, Inc. (SWRD)'s new loans and notes?
The senior and mezzanine property loans feature limited-recourse carve-out guaranties from Stewards, Inc. and affiliates, with a mezzanine payment guaranty capped at $19,750,000. The convertible notes are secured by a first-priority security interest in substantially all personal property, and the HOPCo note is unconditionally guaranteed by HOPCo Group Holdings, L.P.
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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): July 24, 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: 1.833.328.6477

 

 

________________________________________________

(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: None

 

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 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.

 

On July 24, 2026, subsidiaries of Stewards, Inc. (the “Company”) closed a senior secured loan and a mezzanine loan in connection with the refinancing of the Company’s multifamily property commonly known as Block 40 / 1818 Park, located at 1818 Hollywood Boulevard, Hollywood, Florida (the “Property”).

 

On or about July 27, 2026, the Company also closed a $5.0 million secured convertible note financing and funded the initial tranche of a related convertible note investment in connection with the HOPCo transaction.

 

Senior Loan ($69.0 million)

 

Block 40 Property, LLC, a Delaware limited liability company and indirect subsidiary of the Company (“Mortgage Borrower”), entered into a Loan Agreement dated as of July 24, 2026 (the “Senior Loan Agreement”) with VMC CRE Master Lending Upper REIT LLC (the “Senior Lender”), pursuant to which the Senior Lender made a senior loan in the principal amount of $69,000,000 (the “Senior Loan”).

 

The Senior Loan is evidenced by an Amended and Restated Promissory Note dated July 24, 2026 in the principal amount of $69,000,000 and is secured by, among other things, an Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Financing Statement and Notice of Future Advance encumbering the Property, together with related security documents.

 

Documentary stamp taxes required under Florida law were previously paid in connection with the prior indebtedness. The Senior Note evidences a renewal, amendment and restatement of such prior indebtedness, with no new obligors and no additional principal advanced. No additional Florida documentary stamp tax is due pursuant to Section 201.09, Florida Statutes.

 

Key material terms include interest at Term SOFR plus a margin of 350 basis points (3.50%) (subject to floors); provided, however, that from and after the Margin Change Date, the Term SOFR Margin shall be reduced to 300 basis points (3.00%), original maturity of August 7, 2028 with three successive one-year extension options, 1.00% origination and exit fees, customary cash-management and SPE covenants, and limited-recourse carve-outs supported by guaranties from the Company and certain of its affiliates, including Shaun A. Quin (Chief Executive Officer), Glen Steward (Chairman of the Board), and Stewards International.

 

Mezzanine Loan ($10.0 million)

 

Simultaneously, Block 40 Holdco LLC, a Delaware limited liability company (“Mezzanine Borrower”), entered into a Mezzanine Loan Agreement dated as of July 24, 2026 (the “Mezzanine Loan Agreement”) with 1818 Mezz Lender LLC (the “Mezzanine Lender”), pursuant to which the Mezzanine Lender made a mezzanine loan in the principal amount of up to $10,000,000 (the “Mezzanine Loan”).

 

The Mezzanine Loan is evidenced by a Mezzanine Promissory Note and is secured by a first-priority Pledge and Security Agreement pledging 100% of the limited liability company interests in Mortgage Borrower, together with related collateral assignments and UCC filings.

 

Key material terms include interest at Term SOFR plus 12.00% (floor 14.50%) until the Margin Change Date, thereafter Term SOFR plus 10.50% (floor 14.00%), original maturity of August 7, 2028 with three successive one-year extension options (subject to parallel Senior Loan extension, LTV and debt-yield tests), 1.00% origination and exit fees, an Interest and Carry Reserve, and guaranties from the Company and certain of its affiliates, including Shaun A. Quin, Glen Steward, and Stewards International, covering limited-recourse carve-outs, carry costs/debt service, and a limited payment guaranty capped at $19,750,000. The Senior Lender and Mezzanine Lender are parties to an Intercreditor Agreement.

 

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$5.0 Million Secured Convertible Note Financing

 

On or about July 27, 2026, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with three accredited investors pursuant to which the Company issued and sold Secured Convertible Promissory Notes in the aggregate principal amount of $5,000,000 (the “Convertible Notes”) and accompanying Common Stock Purchase Warrants (the “Warrants”).

 

Key material terms of the Convertible Notes include:

 

§  Principal amount: $5,000,000 in the aggregate.

§  Interest: 15% per annum, computed on a 365-day year.

§  Maturity: 180 days after issuance.

§  Automatic conversion on the Maturity Date of outstanding principal plus accrued interest into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $3.00 per share. Any conversion prior to maturity requires the Company’s prior written consent. Cash repayment in lieu of conversion also requires the Company’s prior written agreement.

§  Prepayable at any time without premium or penalty upon 15 days’ notice.

§  Events of Default include non-payment (5-business-day cure), bankruptcy, material breach (30-day cure), and cessation of ordinary-course business; default interest increases to 18%.

§  Full recourse; secured by a first-priority security interest.

 

The Convertible Notes are secured by a Security Agreement dated as of the same date granting the investors a continuing first-priority security interest in substantially all of the Company’s personal property (Accounts, Chattel Paper, Deposit Accounts, Equipment, Inventory, General Intangibles (including intellectual property and customer lists), Instruments, Investment Property, and all proceeds and products thereof).

 

Each Warrant entitles the holder to purchase a number of shares of Common Stock equal to the principal amount of the related Convertible Note divided by $3.00 (aggregate 1,666,665 shares), at an exercise price of $3.00 per share, for a term of five years from issuance. Cashless exercise is prohibited.

 

The Convertible Notes and Warrants were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder, solely to accredited investors. The securities are subject to customary transfer restrictions.

 

Proceeds are to be used to fund payments under the promissory note issued in connection with the HOPCo acquisition pursuant to the Letter of Intent dated June 2, 2026, and for general corporate purposes.

 

HOPCo Convertible Note (First Tranche Funding)

 

On or about July 27, 2026, HOPCo Intermediate Holdings II, Inc., a Delaware corporation (“HOPCo Issuer”), issued a Convertible Promissory Note (the “HOPCo Note”) to the Company in an Available Amount of up to $25,000,000.

 

Key material terms include:

 

§  Initial funding of at least $5,000,000 on the Closing Date, with the balance of the Available Amount to be funded on or prior to August 31, 2026.

§  Interest: 8% per annum, paid-in-kind (PIK) annually and compounding.

§  Maturity: July 27, 2031.

§  If an Equity Closing (Company or affiliate investment of at least $205,000,000 in Class A2 Units of HOPCo Group Holdings, L.P.) does not occur on or prior to October 31, 2026, the HOPCo Note automatically converts into Class A2 Units of HOPCo Group Holdings, L.P. at a Conversion Price based on a 20× Adjusted EBITDA enterprise value for the trailing twelve-month period ended August 31, 2026 (subject to confirmation by an independent valuation firm).

§  Upon an Equity Closing, the then-outstanding Repayment Amount is repaid in full (or may be netted against the equity purchase price by mutual agreement).

§  Structurally subordinated to senior secured debt of the HOPCo Issuer and its subsidiaries.

§  Unconditionally guaranteed by HOPCo Group Holdings, L.P.

 

The descriptions of the Senior Loan Agreement, Mezzanine Loan Agreement, Note Purchase Agreement, Convertible Notes, Security Agreement, Warrants, HOPCo Note, and related documents are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

 

 3 
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
4.1 Form of Secured Convertible Promissory Note
4.2 Form of Common Stock Purchase Warrant
10.1 Loan Agreement, dated as of July 24, 2026, by and between Block 40 Property, LLC and VMC CRE Master Lending Upper REIT LLC
10.2 Amended and Restated Promissory Note, dated July 24, 2026, made by Block 40 Property, LLC in favor of VMC CRE Master Lending Upper REIT LLC
10.3 Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Financing Statement and Notice of Future Advance, dated July 24, 2026
10.4 Assignment of Leases and Rents (Senior)
10.5 Mezzanine Loan Agreement, dated as of July 24, 2026, by and between Block 40 Holdco LLC and 1818 Mezz Lender LLC
10.6 Mezzanine Promissory Note, dated July 24, 2026, made by Block 40 Holdco LLC in favor of 1818 Mezz Lender LLC
10.7 Pledge and Security Agreement, dated as of July 24, 2026, by Block 40 Holdco LLC in favor of 1818 Mezz Lender LLC
10.8 Mezzanine Limited Guaranty, dated as of July 24, 2026
10.9 Mezzanine Guaranty of Carry Costs and Debt Service, dated as of July 24, 2026
10.10 Mezzanine Limited Payment Guaranty, dated as of July 24, 2026
10.11 Mezzanine Hazardous Materials Indemnity Agreement, dated as of July 24, 2026
10.12 Collateral Assignment of Interest Rate Cap Agreement (Mezzanine), dated as of July 24, 2026
10.13 Mezzanine Subordination of Management Agreement, dated as of July 24, 2026
10.14 Mezzanine Subordination of Asset Management Agreement, dated as of July 24, 2026
10.15 Acknowledgement and Consent (Mortgage Borrower), dated as of July 24, 2026
10.16 Note Purchase Agreement, dated as of July 27, 2026, by and among Stewards, Inc. and the Investors named therein
10.17 Security Agreement, dated as of July 27, 2026, by and between Stewards, Inc. and the Secured Parties named therein
10.18 Convertible Promissory Note, dated as of July 27, 2026, made by HOPCo Intermediate Holdings II, Inc. in favor of Stewards, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 4 
 

 

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 July 30, 2026

 

 5 
 

Source: View Original Filing on SEC EDGAR

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