PW 10-K & 10-Q changes, risk factors and insider trading

We have incurred a loss for the fiscal year ended December 31, 20242025 and may be unable to generate sufficient revenue to cover expenses or generate net income.

For the thefiscal year ended December 31, 2025, we had a net loss attributable to common shareholders of $2.8 million. For the fiscal year ended December 31, 2024, we had a net loss attributable to common shareholders of $25.4 million. There can be no assurance that we will be able to generate sufficient revenue to pay our expenses or generate net income.

As of December 31, 2024,2025, we had an accumulated deficit of $49.7$51.9 million and a net loss attributable to common shareholders of $25.4$2.8 million. As of December 31, 2024,2025, the Trust had approximately $2.2 million of cash and approximately $17.4$452,000 of accounts payable and approximately $1.36 million of current loan liabilities. The current loan liabilities includefor approximately $16.7assets millionheld offor a bank loan secured by the majority of the greenhouse portfolio (the “Greenhouse Loan”) and which is non-recourse to the Trust.sale.

The Trust determined that there was substantial doubt as to its ability to continue as a going concern for a period of twelve months from the date of the filing with the SEC of this Annual Report on Form 10-K as a result of net losses incurred, and increased property maintenance expenses related to theits greenhouse portfolio.

While the current liabilities far exceed the currentIt assets, ifis the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants tenants and the raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough enough liquidity to fund its operations. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity, including its ability to sell properties, and the failure to do so could negatively impact its future operations.

OurOn January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with AGP pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that wethe Trust will be able to raise the funds needed, needed through the Sales Agreement, especially in light of the fact that ourits ability to sell securities registered on ourits registration statement on Form S-3 will be limited until such time as the market value of ourthe Trust’s voting securities held by non-affiliates is $75 million or more. AlthoughAs weof have enteredDecember into31, a2025, sales agreement, dated January 24, 2025 (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“A.G.P.” or the “Sales Agent”) pursuant to which we may, from time to time, issue and sell our271,832 common shares, par value $0.001 per share (the “Common Shares”), the Sales Agent is not obligated to sell any shares ofhave commonbeen stock, and there are limits on the dollar amount of shares of common stock we can sellsold pursuant to the Sales Agreement.Agreement for gross proceeds of $287,604.

We have require cash flows to satisfy oursubstantial debt service. and preferred shares outstanding with substantial liquidation preference. These obligations may prevent us from usinglimit our cash flows for other purposes.financial flexibility. If we are unable to satisfy these obligations, we might default on our debt and our financial condition and results of operations would be adversely affected.

Our obligations arising from our indebtedness and property taxes arrearages could have other negative consequences to our shareholders, including the acceleration of debt related to the loan secured by the greenhouse portfolio.shareholders. Our failure to meet our obligations under our debt, we could loseresult in us losing assets due to foreclosure or sale on unfavorable terms.terms such as happened with respect to the settlement of the Greenhouse Loan. Also, our indebtedness and debt service might limit our ability to refinance existing debt or to do so at a reasonable cost, might make us more vulnerable to adverse economic and market conditions, might limit our ability to take advantage of opportunities, and might discourage business partners from working with us.

In addition to our current debt, we might incur additional debt in the future in order to finance improvementimprovements or development of properties, acquisitions or for other general corporate purposes, which could exacerbate the risks described above. These consequences could have a material adverse effect on our business, financial condition and results of operations.

We have granted lenders security interests in certain of our assets.assets and may do so in the future. Incurring secured indebtedness, including mortgage indebtedness, increases our risk of asset and property losses because defaults on indebtedness secured by our assets, may result in foreclosure actions initiated by lenders and ultimately our loss of the property or other assets securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could have a material adverse effect on the overall value of our portfolio of properties and more generally on our business.

Further increasing inflation has raised operating costs for many businesses and, in the future, could impact demand foreign exchange rates or employee wages. Inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including our labor costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital. In addition, the Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which coupled with reduced government spending and volatility in financial markets may have the effect of further increasing economic uncertainty and heightening these risks.

In July 2019, we announced our new investment focus of CEA and our first greenhouse property acquisition. As ourthe greenhouseGreenhouse portfolioPortfolio has expanded, we continue to be subject to many of the business risks and uncertainties associated with any new business enterprise. Furthermore, our tenants and properties are concentrated in the regulated cannabis industry, an industry in its early stages of development with significant uncertainties, and we cannot predict how tenant demand and competition for these properties will change over time. Unfortunately, the market for cannabis compressed dramatically during 2023 and 2024. This has had a dramatic negative effect on our Greenhouse Portfolio, with most properties vacant or occupied by tenants that are in default, which can result in a deterioration of value. We cannot assure you that we will be able to operate our business successfully or profitably or find additional suitable investments. There can be no assurance that we will be able to continue to generate sufficient revenue from operations to pay our operating expenses and make distributions to stockholders. The results of our operations and the execution on our business plan depend on the availability of additional opportunities for investment, the performance of our existing properties and tenants, the evolution of tenant demand for regulated cannabis facilities, competition, the evolution of alternative capital sources for potential tenants, the availability of adequate equity and debt financing, the federal and state regulatory environment relating to the regulated cannabis industry, and conditions in the financial markets and economic conditions.

A significant portion of our greenhouse portfolio is vacant and ourOur tenants have limited operating histories and may be more susceptible to payment and other lease defaults, which could continue to materially and adversely affect our business

Our greenhouse tenants may be unable to renew or maintain their licenses and authorizations for their cannabis operations, which may result in such tenants not being able to operate their businesses and defaulting on their lease payments.

While certain states in the U.S. have legalized “medical cannabis,” “adult-use cannabis” or both, medical and adult-use cannabis remains illegal under federal law. The U.S. ControlledCSA Substances Act (the “CSA”)currently classifies “marijuana” as a Schedule I drug. Under U.S. federal law, a drug or other substance is placed on Schedule I if:

Certain of Power REIT’s properties have been negatively impacted by Statestate and local government regulations and approvals that relate to cannabis cultivation. Power REIT does not believe that its business is likely in the future to be negatively impacted by existing or probable federal government regulation or the need for any federal governmental approval.

Because we may distribute a significant portion of our income to our shareholders or lenders, our business may from time to time require substantial amounts of new capital to pursue our growth plans. In addition, in order to continue making acquisitions, we would require additional capital. We may acquire additional capital from the issuance of securities senior to our common shares, including additional borrowings or other indebtedness, preferred shares (such as our Series A Preferred Stock) or the issuance of other securities. We may also acquire additional capital through the issuance of additional common shares.shares which will result in dilution to current shareholders. However, we may not be able to raise additional capital in the future, on favorable terms or at all. Unfavorable business, market or general economic conditions could increase our funding costs, limit our access to capital markets or result in a decision by lenders not to extend credit to us.

Historically, the Trust’s revenue has been derived from a relatively limited number of investments, industries and lessees. During the twelvefiscal monthsyear ended December 31, 2024, 2025, Power REIT collected approximately 88%93% of its consolidatedrental revenueincome and lease income from thedirect tenantsfinancing oflease threefrom two properties. The tenants are Norfolk Southern SouthernRailway Railway,and Regulus Solar LLC and Marengo Cannabis LLC which represent 32%, 28%50% and 28%43% of consolidatedrental revenueincome respectively. Theand concentration percentages includelease income from direct financing lease, respectively, for the recognitionfiscal ofyear securityended depositsDecember related31, to defaulted leases.2025.

We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue our portfolio concentration in the CEA and cannabis sectors, has performed poorly and may continue to lag the broader market as a whole and also subjects us to more risks than if we were diversified across many sectors.

To the extent that significant changes in the climate occur, we may experience extreme weather and changes in precipitation and temperature and rising sea levels, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in federal and state legislation and regulation on climate change could result in us incurring increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change.

Based on the state of the cannabis and food cultivation CEA industry, our current and prior tenants within our CEA portfolio have had difficulty generating profits. The value of these special purpose properties mymay continue to decline due to vacancies and the perceived difficulty of operating profitably.

Impairment of long-lived assets is required to be recorded as a non-cash operating expense. During the fourth quarter of 2022, the third quarter of 2023 and in2023, all four quarters of 2024, 2024 and the last three quarters of 2025, the Trust concluded that an impairment of value of certain assets within its CEA portfolio was appropriate based on market conditions. These impairments also take into account assets held for sale and the write off of the lease of any associated lease intangible. In 2025, we recorded approximately $562,000 in non-cash impairment charges, In 2024, we recorded approximately $20 million in non-cash impairment charges. In 2023, we recorded approximately $8.2 million in non-cash impairment impairment charges. In 2022, we recorded approximately $16.7 million in non-cash impairment charges. Any decline in the estimated fair values of our assets could result in additional impairment charges in the future. It is possible that such impairments, if required, could be material. There can be no assurance that the impaired carrying values will equate to the ultimately realizable value of such assets.

Many factors, including changes in interest rates and the negative perceptions of the cannabis sector generally, can have an adverse effect on the market value of our assets, our access to debt financing and the trading price of our securities.

Currently, the maximum federal income tax rate on dividends, excluding tax on net investment income, from most publicly traded corporations is 20%. Dividends from REITs, however, do not qualify for this favorable tax treatment, and the maximum federal income tax rate on dividends from REITs is 29.6% (which excludes tax on new investment income). It is possible also that tax legislation enacted in subsequent years might increase this rate differential. Our creditWe facilitieshave limitsuspended ourpayments ability to payof dividends onto our common and preferred shares, subject to certain exceptions, and thus we have deferred payments on our preferred shares and suspended payments on our common shares. To the extent we pay dividends in the future, the differing treatment of dividends received from REITs and other corporations might cause individual investors to view an investment in REITs as less attractive relative to other corporations, which might negatively affect the value of our shares.

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of December 31, 2024,2025, we had outstanding debt in the principal amount of $37.4$20 million including accrued interest and expensesmillion. related to the Greenhouse Loan. As of December 31, 2024,2025, we have issued approximately $8.5 million of our Series A Preferred Stock not including dividends which are cumulative and have not been declared. This debt and these preferred securities rank senior to the Trust’s common shares in our capital structure. It is possible that we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

We are dependent on the diligence, expertise and business relationships of our management team, particularly Mr. David H. Lesser our Chairman and Chief Executive Officer and Susan Hollander our Chief Accounting Officer, to implement our strategy of acquiring and benefitting from the ownership of infrastructure-related real property assets. If Mr. Lesser or Ms. Hollander were unable to function on behalf of the Trust, the Trust’s business and prospects would be adversely affected. Moreover, Mr. Lesser has other business interests to which he dedicates a portion of his time that are unrelated to Power REIT. Ms. Hollander is also a part time employee. Although Mr. Lesser is one of our major shareholders, on occasion, those other interests of his may conflict with his interests in Power REIT, and such conflicts may be unfavorable to us.

On occasion, our management may have financial interests that conflict, or appear to conflict with the Trust’s interests. Although our Declaration of Trust permits this type of business relationship and a majority of our disinterested trustees must approve, and in those instances did approve, Power REIT’s involvement in such transactions, in any such circumstance, there may be conflicts of interest between Power REIT on one hand, and subsidiaries ofsuch MILC, IntelliGen, Mr. Lesser and his affiliates and interestsaffiliate on the other hand, and such conflicts may be unfavorable to us.

In addition, if there are changes to the laws, regulations or administrative decisions and actions that affect us, we may have to incur significant expenses in order to comply, or we may have to restrict or change our operations. For example, changes to the accounting treatment of leases by both lessors and lessees under accounting principles generally accepted in the United States (“GAAP”) could change the presentation of information in our financial statements and as a result affect the perception of our business and our growth plans. Changes to Internal Revenue Service interpretations of “real assets” or changes to the REIT portion of the Internal Revenue Code could affect our plans, operations, financial condition and share price.

We could experience fluctuations in our quarterly operating results due to a number of factors, including variations in the returns on our current and future investments, the interest rates payable on our debt, the level of our expenses, the levels and timing of the recognition of our realized and unrealized gains and losses including potential impairments of assets and sales at valuations which are below the losses,carrying value on our books, the degree to which we encounter competition in our markets and other business, market and general economic conditions. Consequently, our results of operations for any current or historical period should not be relied upon as being indicative of performance in any future period.

Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to our stockholders and have significant adverse consequences on the market price of our common stock.shares.

We elected to be taxed as a REIT under Sections 856 through 860 of the U.S. Code commencing with our taxable year ended December 31, 2019. We believe that we have been organized and operated in such a manner as to remain qualified for taxation as a REIT under the Code for such taxable year and all subsequent taxable years to date and intend to continue to operate in such a manner in the future. We have not requested and do not intend to request a ruling from the Internal Revenue Service (the “Service”) that we remain qualified as a REIT, and the statements in this reportAnnual Report on Form 10-K are not binding on the Service or any court. Qualification as a REIT involvesfor thefederal applicationincome oftax purposes is governed by highly technical and complex Codeprovisions provisionsof and regulations promulgated by the U.S. Treasury Department thereunder (“Treasury Regulations”)Code, for which there are only limited judicial andor administrative interpretations. Our qualification as a REIT also depends on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations and court decisions might all change the tax laws with respect to the requirements for qualification as a REIT or the federal income tax consequences of qualification as a REIT. Accordingly, we cannot provide assurance that we will remain qualified as a REIT.

If we fail to remain qualified as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax on our taxable income at regular corporate rates (and possibly increased state and local taxes). We will not be able to deduct distributions to our stockholders in any year in which we fail to qualify, nor will we be required to make distributions to our stockholders. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes. Our payment of income tax would reduce significantly the amount of cash available for distribution to our stockholders. If we fail to remain qualified as a REIT, all distributions to stockholders, to the extent of current and accumulated earnings and profits, will be taxable to the stockholders as dividend income (which may be subject to tax at preferential rates) and corporate distributions may be eligible for the dividends received deduction if they satisfy the relevant provisions of the Code. Furthermore, if we fail to remain qualified as a REIT, we no longer would be required to distribute substantially all of our net taxable income to our stockholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to qualify as a REIT until the fifth calendar year following the year in which we failed to qualify qualify.and thus our cash available for distribution to our shareholders would be reduced in each of those years, unless we were entitled to relief under relevant statutory provisions. We might not be entitled to the statutory relief described in this paragraph in all circumstances. Failure to qualify as a REIT could result in additional expenses or additional adverse consequences, which may include the forced liquidation of some or all of our investments.

Section 280E of the Code provides that, with respect to any taxpayer, no deduction or credit is allowed for expenses incurred during a taxable year “in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of Schedule I and II of the Controlled Substance Act) which is prohibited by federal law or the law of any State in which such trade or business is conducted.” Because cannabis is a Schedule I controlled substance under the CSA, Section 280E of the Code by its terms applies to the purchase and sale of medical-use and adult-use cannabis products. Although we will not be engaged in the purchase, sale, growth, cultivation, harvesting, or processing of medical-use and adult-use cannabis products, we will lease our properties to tenants who will engage in such activities, and therefore our tenants likely will be subject to Section 280E of the Code. If the Service were to take the position that, through our rental agreements with our state-licensed cannabis tenants, we are primarily or vicariously liable under federal law for “trafficking” a Schedule 1 substance (cannabis) under Section 280E of the Code or for any other violations of the CSA, the Service may seek to apply the provisions of Section 280E of the Code to our company and disallow certain tax deductions, including for employee salaries, depreciation or interest expense. If such tax deductions are disallowed, it might impact our ability to meet the distribution requirements applicable to REITs under the Code, which could cause us to incur U.S. federal income tax and fail to remain qualified as a REIT. Because we are not engaged in the purchase or sale of a controlled substance, we do not believe that we will be subject to the disallowance provisions of Section 280E of the Code, and neither we nor our tax advisors are aware of any tax court cases or guidance from the Service in which a taxpayer not engaged in the purchase or sale of a controlled substance was disallowed deductions under Section 280E of the Code. However, there is no assurance that the Service will not take such a position either currently or in the future.

In order to assist us in complying with limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code, among other purposes, our charter provides that no natural person or entity may, directly or indirectly, beneficially or constructively own more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate amount of our outstanding shares of allbeneficial classes. interest. In addition, our Board of Trustees may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our Board of Trustees may, without stockholder action, amend our charter to increase the number of shares of stock of any class or series that we have authority to issue. The existence of these provisions, among others, may have a negative impact on the price of our common shares and may discourage third party bids for ownership of our Trust. These provisions may prevent any premiums being offered to holders of common shares.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange Act. WeDuring the quarter ended September 30, 2024, we identified a material weakness in our controls relating to accounting for complex transactions. Specifically, shares of our 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share (the “Preferred Shares”)Stock were historically classified as mezzanine equity instead of being classified as equity.equity which resulted in re-stating our financial statements for the quarter ended June 30, 2024. The weakness has not yet been remediated.

While we have hired outside consultants to aid in our accounting for complex transactions and planhave to taketaken remedial action to address the material weakness in our internal controls, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In addition, a material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operate effectively. AlthoughManagement managementplans believesto thatfully remediate the identified material weakness in our internal controlscontrols, will be remediated,however, there can be no assurance that the deficiencies will be remediated in the near future or that the internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in our internal controls in the future. In addition, due to our small number of employees, there can be no assurance that another weakness will not occur.

As a result of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, security holders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.shares.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Our failure to maintain an effective system of internal controls, and any failure by us to implement required new or improved internal controls or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing by us, as and when required, conducted in connection with Section 404 of the Sarbanes-Oxley Act, or Section 404, or any subsequent testing by our independent registered public accounting firm, as and when required, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. As a growing company, implementing and maintaining effective controls may require more resources, and we may encounter internal control integration difficulties. Our failure to maintain effective internal controls over financial reporting, may result in us not being able to accurately report our financial results, detect or prevent fraud, or file our periodic reports in a timely manner, which may, among other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common stock.shares.

The following discussion and analysis is based on, and should be read in conjunction with, the Consolidated and Combined Consolidated Financial Statements and the related notes thereto of the Trust as of and for the fiscal years ended December 31, 20242025 and December 31, 2023.2024.

We are structured as a holding company and ownsown our assets through twenty-fournineteen direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2024,2025 and currently, the Trust’s assets consistedconsist of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 249 82 acres of land with approximately 2,112,000 357,000 square feet of existing or partially completed CEA properties in the form of greenhouses.

Our primary objective is to maximize the long-term value of the Trust for our shareholders. To that end, our business goals are to obtain the best possible rental rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.

On June December9, 26, 2024,2025, a wholly owned subsidiary of Power REIT, PW CO CanRE JKLMF LLC, sold its interest related to a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as ShermanTam 21 and 2213 and was vacant and the construction was incomplete.vacant. The purchaser was an unaffiliated third party who had previously acquired two adjacent properties from subsidiaries of the Trust and the price was established based on an arm’s length negotiation. The sale price was $80,000$125,000 and the net proceeds were used to pay down the loansubsidiary secured byof the greenhouseTrust portfolioprovided and$105,000 payof otherseller accruedfinancing expenseswhich relatedamortizes over toa the60-month property.period at an interest rate of 11% per annum. There was a nominal loss on sale based on previous impairments.

On February September6, 11,2025, 2024,our wholly owned subsidiary, PW CO CanRE CloudJKL Nine LLCLLC, received a Final Order and Entry of Judgement (the “Judgement”) in favor of PW CO CanRE Cloud NineJKL LLC against the former tenant and guarantors of the lease in the amount of approximately$10,988,749. The ruling eliminated $10.9claims million.by the former tenant against PW CO CanRE JKL LLC. The Trust is evaluating the potential to collect against the defendants in this litigation forby thisenforcement of the Judgement, but will treat any recovery on a cash basis for accounting purposes.

In the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, where appropriate, have been disposing of and seeking to dispose of properties that we do not believe meet financial and strategic criteria given economic, market and other circumstances. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposespurposes. assuming the proceeds are in excess of liabilities. Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.89$9.81 million which included approximately $2.1 $2.1 million of seller financing provided to the buyers. During 2025, we completed sales of assets for total gross proceeds of approximately $325,000 which included approximately $105,000 of seller financing provided to a buyer. We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.”

We are currently seeking to refine our property holdings by selling greenhouseGreenhouse Portfolio properties and/or re-leasing them in an effort to retire indebtedness and improve the overall performance of our portfolio going forward. AWe loanwill securedcontinue byto seek to realize value from our retained assets subsequent to our settlement with the greenhouse portfolio is in default. As of this datelender of the filing,Greenhouse Loan, resulting in the previouslywrite-off disclosedof forbearance agreementthe has terminatedNebraska and Michigan properties, along with the greenhouseremaining portfoliobalance isof subjectthe toGreenhouse foreclosureLoan, butand are we continue to explore options forexploring a resolution with the bank (see Note 14—Subsequent Events to the Financial Statements included elsewhereshift in thisfocus Annualand Reportare onevaluating Formreal 10-Kestate distressed forsituations theincluding yearproperties, endedloans Decemberand 31,companies 2024).and other opportunities.

We may continueseek to seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies companies with theus. Trust.The Trust is also exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

Results of Operations for the Year ended December 31, 2024 as compared to thefiscal year ended December 31, 20232025 as compared to December 31, 2024

Revenue during the fiscal years endingended December 31, 20242025 and 20232024 was $3,049,875$2,011,783 and $2,222,483,$3,049,875, respectively. Revenue during the fiscal year ended December 31, 2024, 2025, consisted of rental income of $1,135,193,$927,376, direct financing lease income of $915,000, rental income – related parties of $785,000 and other income of $214,682. $169,407. The increasedecrease in total revenue was primarily relateddriven anby increase ofa $785,000 of rental income - related parties which was a security deposit recognized as income, a decrease of $3,955reduction in rental income from unrelatedrelated parties, a $207,817 decline in other rental income (which in total includes approximately $925,000 recognized from non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured), and a increase decrease in other income of $46,347. $45,275.

Our cash andcash, cash equivalents and restricted cash totaled $2,231,586 $2,235,306 as of December 31, 2024,2025, a decrease of $1,873,298$3,720 from December 31, 2023.2024. During the twelve monthsyear ended December 31, 2025 and 2024, thecash used in operating activities was $68,316 and $1,393,709, respectively. The decrease in cash wasused is primarily due to thea monthlysmaller expensesnet relatedloss toin the2025, vacantas greenhousewell as propertiesfavorable changes in working capital, including a decrease in prepaid expense and paydowna ofdecrease the Greenhousein Loan.accrued Ofexpenses. the total amount of cash as of December 31, 2024, approximately $2.2 millionThis is non-restrictedpartially offset cashby availablelower non-cash expenses, including depreciation, impairment expense/allowance for general corporate purposesreceivable and $37,000share-based is restricted cash related to the Greenhouse Loan.compensation.

Our current loan liabilities totaled approximately $17.4 million as of December 31, 2024. The current loan liabilities include approximately $16.7 million of a bank loan secured by the majority of the greenhouse portfolio (the “Greenhouse Loan”) and which is in default and is non-recourse to the Trust. We are not current on payment of property taxes for the greenhouseGreenhouse portfolioPortfolio. whichThese taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,162,000.$1,331,000. If the property taxtaxes remainsremain delinquent, the greenhouseremaining portfolioGreenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.

In 2024, the Trust sold four properties in an effort to help with liquidity. The net proceeds from the sale of the Salisbury, MA property was approximately $662,000 of unrestricted cash and the approximately $504,000 of debt was eliminated from liabilities. We sold two greenhouseGreenhouse Portfolio properties in a transaction that produced approximately $53,000 of restricted cash at closing andand, during 2024, generated approximately $345,000 of restricted cash from the debt service related to the seller financing provided which had a remaining balance of $ 1,005,000 $1,005,000 at December 31, 2024 and should help with liquidity to service the Greenhouse Loan.2024. We sold one greenhouseGreenhouse Portfolio property in a transaction that produced approximately $51,000 with theof net proceeds used to service the Greenhouse Loan.

Our cash outlays at Power REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. Although we entered into the Sales Agreement the rules of the SEC and NYSE American place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.commitments beyond the next twelve months.

We have incurred a loss for the quartersix months ended MarchJune 31,30, 2026 and may be unable to generate sufficient revenueincome to cover expenses or generate net income.

For the quartersix months ended MarchJune 31,30, 2026, we had a net loss attributable to common shareholders of approximately $1.1 million,$784,000, compared to a net net loss of approximately $1.6$1.4 million for the quartersix months ended MarchJune 31,30, 2025. There can be no assurance that we will be able to generate sufficient revenueincome to pay our expenses or generate net income. As of MarchJune 31,30, 2026, we had an accumulated deficit of approximately $52.8$52.3 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $2.0$3.1 million as of MarchJune 31,30, 2026, aan decreaseincrease of approximately $200,000$912,000 from MarchDecember 31, 2025.

As of MarchJune 31,30, 2026, we had an accumulated deficit of approximately $52.8$52.3 million and a net loss attributable to common shareholders of approximately $1.1 million.$784,000. As of MarchJune 31,30, 2026, the Trust had approximately $2.0$3.1 million of cash and cash equivalents and approximately $290,000$416,000 of accounts payable and approximately $1.4$1.5 million of liabilities for assets held for sale.

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed through the Sales Agreement,needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. As of MarchJune 31,30, 2026, 282,613 common shares have(on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement for gross proceeds of approximately $300,000.Agreement. During the threesix months ended MarchJune 31,30, 2026, prior to the Trust’s 1-for-10 reverse stock split effective June 2, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange Act. We identified a material weakness in our controls in the quarterly period ended June 30, 2024 relating to accounting for complex transactions, which has not been remediated as of MarchJune 31,30, 2026. Specifically, our Series A Preferred Stock was historically classified as mezzanine equity instead of being classified as equity.

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the threesix months ended MarchJune 31,30, 2026, we collected approximately 96% of ourits consolidatedrental revenueincome and lease income from direct financing lease from two properties. The tenants were NSC and Regulus Solar, LLC which represent 51% and 45% of consolidatedrental revenueincome and lease income from direct financing lease respectively.

PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of MarchJune 31,30, 2026, the balance under under the 2015 PWRS Loan Agreement was approximately $5,972,000$5,795,000 (net of unamortized debt costs of approximately $185,000$179,000).

Pittsburgh & West Virginia Railroad (“PWV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of MarchJune 31,30, 2026 is $13,917,000$13,859,000 (net of approximately $256,000$253,000 of capitalized debt costs).

In an effort to conserve liquidity and create financial flexibility, we have not declared dividends on our Series A Preferred Stock since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our Series A Preferred Stock. As of MarchJune 31,30, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,285,000.$2,448,000.

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of MarchJune 31,30, 2026, we had outstanding debt in the principal amount of $19.9$19.7 million and we have issued approximately $8.5 million (par value) of Series A Preferred Stock not including dividends which are cumulative and have not been declared. This debt and these preferred securities rank senior to our common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

We are structured as a holding company and own our assets through seventeen direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of MarchJune 31,30, 2026, our assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by our subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects project with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 77 68 acres of land with approximately 330,000290,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio) During the three months ended March 31, 2026, the Trust did not declare a quarterly dividend of approximately $163,000 ($0.484375 per share per quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

● Seeking to minimize the carrying costs related to the Greenhouse Portfolio given the speculative nature of valuing these assetassets;

On February 11, 2026, the PW CO CanRE Mav 14 LLC (“Mav 14”) property was sold at action.auction. As part of the sale, the Trust wrote off accrued property tax of approximately $61,000 and recognized a total loss of approximately $494,000.

In the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, where appropriate, have been disposing of and seeking to dispose of properties that we do not believe meet financial and strategic criteria given economic, market and other circumstances. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.81 million which included approximately $2.1 million of seller financing provided to the buyers. During 2025, we completed sales of assets for total gross proceeds of approximately $325,000 which included approximately $105,000 of seller financing provided to a buyer.buyer and in 2026, we sold two properties for net proceeds of approximately $269,000. We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.”

The following table is a summary of our properties as of MarchJune 31,30, 2026:

1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet 2 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs 3Property is vacant 4Tenant is not current on rent/in default 5An impairment/allowance for receivable has been taken against this asset 6Asset held for sale 7Loan is in default Critical Accounting Estimates The consolidated financial statements are prepared in conformity with accounting principles and generally accepted in the United States of America (“GAAP”), which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. None of the estimates are considered critical accounting estimates.

Three Months Ended MarchJune 31,30, 2026 and 2025

RevenueIncome during the three months ended MarchJune 31,30, 2026 and 2025 was $480,436$1,289,751 and $485,794,$506,783, respectively. RevenueIncome during the three months ended MarchJune 31,30, 2026, consisted of rental income of $215,679,$222,279, direct financing lease income of $228,750, and other income of $36,007.$838,722. The decreaseincrease in total revenueincome was due to an increase in rentalother income of $4,900$796,828 andwhich is mainly due to settlement of the PW SD mortgage loan offset with a decrease in otherrental income of $10,258.$13,860.

During the three months ended MarchJune 31,30, 2026, the Trust’s revenueincome was concentrated from certain tenants. For the three months ended MarchJune 31,30, 2026, Power REIT collected approximately 96%95% of its rental income and lease income from direct financing lease from the tenants of two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 45%44% of rental income and lease income from direct financing lease, respectively. For the three months ended MarchJune 31,30, 2025, Power REIT collected approximately 98%92% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 52%49% and 46%43% of rental income and lease income from direct financing lease, respectively.

Expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 decreased by $1,024,395$511,934 to $845,441,$742,165, primarily due to a decrease in interest expense of $757,059$331,959 due to the settlement of the Greenhouse Loan and a decrease in property expenses and taxes of $401,986$170,547, a decrease of general and administrative expense of $100,686 and to a lesser extent, a decrease in general and administrativedepreciation expense of $120,867,$13,906, offset by an increase in impairment expense of $247,353 and an increase in depreciation expense of $8,164.$105,164.

Other Income/(Expense)

Other income/(expense) increaseddecreased by $499,197$1,180,267 primarily due to a loss on sale of properties of $493,890,$102,845, a decrease of extinguishment of debt of $1,092,670 and partially offset by ana $15,248 decrease in unrealized loss on marketable securities of $5,307.securities.

Net loss attributable to common shareholders during the threesix months ended MarchJune 31,30, 2026 was $1,056,479$784,138 compared to a net loss of $1,576,319$1,418,613 for the threesix months ended MarchJune 31,30, 2025, a decrease of $519,840.$634,475.

Our cash, cash equivalents and restricted cash totaled $2,036,085$3,147,494 as of MarchJune 31,30, 2026, aan decreaseincrease of $199,221$912,188 from December 31, 2025. Our current loan liabilities totaled approximately $770,000$781,000 as of MarchJune 31,30, 2026 as compared to approximately $759,000$760,000 as of December 31, 2025.

We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale of approximately $1,310,000.$1,325,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure actions.foreclosure.

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. As of MarchJune 31,30, 2026, 282,613 common shares have(on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement. During the threesix months ended MarchJune 31,30, 2026, prior to the Trust’s 1-for-10 reverse stock split effective June 2, 2026, the Trust sold 10,781 common shares (on a pre-reverse stock split basis) pursuant to the Sales Agreement for net proceeds of $10,945.

During the threesix months ended MarchJune 31,30, 2026, we generated approximately $55,000$904,000 of cash from debt service related to the seller financing provided in 2024 and 2025. The remaining seller financing agreements have a combined remaining balance of $962,431$923,547 as of MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2026 and 2025, cash provided by (used in) operating activities was $147,117$911,090 and $436,648, $(677,137), respectively. The decrease improvement in operating cash usedflows iswas primarily dueattributable to a smallerlower net loss during the three months ending March 31, 2026, as well asand favorable changes in working working capital, including a decreasechanges in prepaid expense,expenses, stock-basedother compensationassets, accounts payable and a decrease in accrued expenses. Operating cash flows were also affected by non-cash items, including impairment expense, the loss on sale of property, depreciation and amortization, unrealized loss on marketable securities, and, in the prior-year period, the gain on extinguishment of debt.

Cash provided by investing activities during for the threesix months ended MarchJune 31,30, 2026 and 2025 werewas $28,604$328,480 and $92,260,$9,822, respectively. The increase decrease of $63,656$318,658 iswas mainlyprimarily dueattributable to lowerhigher proceeds from propertythe salessale of properties and noincreased purchasescollections of marketable securities, and, to a lesser extent, less cash received fromon mortgage loansloan for the three months ended Marh 31, 2026 as compared to 2025.receivable.

Cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 was $80,708,$327,382, compared to $146,013cash generatedused byin financing activities of $82,922 during the same period in the prior year.2025. The decreaseincrease in cash used of $226,721$244,460 iswas primarily due to lowerthe absence of proceeds received from debt financing received in the prior-year period and lower principal paymentsproceeds onfrom long-termfinancing debt and,activities, partially offset by lower principal payments on debt and proceeds received from the saleissuance of common shares pursuant to the Sales Agreement during the quartersix months ended MarchJune 31, 30, 2026.

Our management believes that Core FFO is a useful supplemental measure of our operating performance. Our management believes that alternative measures measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, and certain non-cash expenses, including stock-based compensation, amortization of intangible lease assets, amortization of debt costs, and depreciation on land improvements, as well as impairment charges and certaingains upfrontor financinglosses costs. on sale of property. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

A reconciliation of our Core FFO to net income for the threesix months ended MarchJune 31,30, 2026 and 2025 is included in the table below: