false
0001795851
0001795851
2026-09-17
2026-09-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
17, 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
1.02 Termination of a Material Definitive Agreement
As
previously disclosed, on June 5, 2026, Stewards Real Estate, LLC ("Stewards Real Estate"), a wholly owned subsidiary of Stewards,
Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with John E. Swenson
Co., Inc. ("Swenson") to acquire the real property and related tangible assets known as The Hawthorne located at 196 Shore
Road, Chatham, Massachusetts (the "Property") for a purchase price of $20,000,000 in cash, subject to customary prorations
and adjustments. The Purchase Agreement required a $1,000,000 earnest-money deposit (the "Deposit") and originally provided
for a closing on July 1, 2026, with time of the essence.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on August 25, 2026, a dispute subsequently arose concerning
the Purchase Agreement and entitlement to the Deposit. That dispute became the subject of Stewards Real Estate, LLC v. John E. Swenson
Co., Inc., Civil Action No. 2672CV00329, pending in the Superior Court for Barnstable County, Massachusetts (the "Action").
On
September 17, 2026, Stewards Real Estate and Swenson entered into a confidential settlement agreement (the "Settlement Agreement").
Under the Settlement Agreement, the parties agreed to terminate all obligations under the Purchase Agreement concerning the purchase
and sale of the Property. The escrow agent will distribute the Deposit by paying $100,000 to Swenson and returning $900,000 to Stewards
Real Estate. Within three business days after each party receives its respective settlement amount, Swenson must file the parties' executed
stipulation dismissing the Action with prejudice. The parties' mutual general releases will become effective only after the escrow agent
distributes the settlement amounts. Each party is responsible for its own attorneys' fees and costs incurred to date. Neither party admits
liability or wrongdoing.
The
$100,000 distribution to Swenson is the settlement payment arising from the termination. The Settlement Agreement does not state a separate
early termination penalty. The Company will not acquire the Property under the Purchase Agreement.
Item
8.01 Other Events
The
Settlement Agreement is confidential. The Company is disclosing the material terms required by the Exchange Act and is not filing the
Settlement Agreement as an exhibit to this Current Report on Form 8-K.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, including statements regarding the expected distribution of the Deposit
and the expected dismissal of the Action. Actual results could differ materially from those expressed or implied. The Company undertakes
no obligation to update any forward-looking statement except as required by applicable law.
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 21, 2026
