Stewards halts 3M stock unit plan, no grants made

Stewards, Inc. (SWRD) reports that its Board approved a standstill and additional review process for a previously contemplated recognition program under its 2024 Equity Incentive Plan.

Rhea-AI Filing Summary

Stewards, Inc. (SWRD) reports that its Board approved a standstill and additional review process for a previously contemplated recognition program under its 2024 Equity Incentive Plan. In November 2025, the Board and the majority shareholder had authorized a recognition program of up to 3,000,000 RSUs, or 250,000 RSUs for each of twelve proposed recipients, but this approval has not resulted in any actual grants.

No award agreements or notices have been executed, no grant date has been set, and no shares have been issued or treated as outstanding in respect of these contemplated RSUs, so the company does not view this as a cancellation of existing awards. Independent directors Zachary Graeve, Wael Barsoum and John Bode will not receive these recognition RSUs; any future awards, if made, would be limited to Glen Steward, Shaun Quin, other management and eligible employees, with consultants and external advisers excluded.

Any later awards would require fresh Compensation Committee action by non-recipient directors, executed award documentation, and either an effective Form S-8 registration statement or another exemption confirmed by counsel, and grant dates may not be backdated. The Board has instructed officers and securities counsel to prepare and file a Form S-8 covering shares issuable under the plan, and the company clarifies that a prior registration statement describing an “issuance” of 3,000,000 RSUs did not reflect any completed grants or share issuances.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Contemplated RSUs under recognition program: 3,000,000 restricted stock units Intended RSUs per proposed recipient: 250,000 restricted stock units Number of proposed recipients: 12 recipients +3 more

6 metrics

Contemplated RSUs under recognition program 3,000,000 restricted stock units Authorized in November 2025 by the Board and majority shareholder under the 2024 Equity Incentive Plan

Intended RSUs per proposed recipient 250,000 restricted stock units For each of twelve proposed recipients under the contemplated recognition program

Number of proposed recipients 12 recipients Original contemplated recognition program structure in November 2025

Board standstill approval date September 9, 2026 Date the Board approved the standstill and additional review process

Prior registration statement number 333-291586 Registration statement that previously described the 3,000,000 RSU recognition program as an issuance

Plan year 2024 Year of the Equity Incentive Plan under which the recognition program was contemplated

Key Terms

restricted stock units, Equity Incentive Plan, Form S-8, registration statement, +2 more

6 terms

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.

Equity Incentive Plan financial

"a previously contemplated recognition program under the Company's 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Form S-8 regulatory

"prepare and file a registration statement on Form S-8 covering shares"

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.

registration statement regulatory

"an effective registration statement on Form S-8 or another exemption"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

standstill financial

"approved a standstill and additional review process concerning a previously contemplated"

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.

emerging growth company regulatory

"Emerging growth company [ ]"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did Stewards, Inc. (SWRD) announce about its 3,000,000 RSU recognition program?

The Board placed the contemplated recognition program of up to 3,000,000 RSUs under a standstill and additional review. It states that no RSUs have been granted, no grant dates set and no shares issued or treated as outstanding under this approval.

Were any of the previously approved RSUs under SWRD’s 2024 Equity Incentive Plan actually granted?

No. Stewards, Inc. reports that no individual award agreements or notices were executed, no grant date was established and no shares were issued in settlement. The company does not treat any of the contemplated RSUs as outstanding.

Who is eligible for any future recognition RSU awards at Stewards, Inc. (SWRD)?

Any future recognition RSUs, if granted, would be limited to Glen Steward, Shaun Quin, other members of management and employees eligible under the plan. Independent directors and outside consultants, counsel, listing advisers, finders and investor-relations providers are excluded.

What conditions must be met before Stewards, Inc. can grant future recognition RSUs?

Future awards would require new Compensation Committee action by non-recipient directors, execution of written or electronic award agreements or notices, and either an effective Form S-8 registration statement or another exemption confirmed in writing by counsel.

How does Stewards, Inc. address the prior description of an issuance of 3,000,000 RSUs in Registration Statement No. 333-291586?

The company explains that although Registration Statement No. 333-291586 described an “issuance” of 3,000,000 RSUs, no RSUs were actually granted or settled. It is not treating the current action as a cancellation because no RSUs are considered outstanding.

What filing action is Stewards, Inc. planning related to its 2024 Equity Incentive Plan?

The Board has directed officers, together with securities counsel, to prepare and file a registration statement on Form S-8 covering shares issuable under the 2024 Equity Incentive Plan. No recognition award will be settled until that registration is effective or another exemption is confirmed.

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

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Available on EDGAR 09/14/2026 - 05:30 PM Accepted by SEC EDGAR 09/14/2026 - 05:29 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.      [ ]

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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 14, 2026

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Filing Exhibits & Attachments

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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