Power REIT

PW: PRE 14A · proxy statement

Power REIT filed a preliminary proxy statement for a special meeting at which Series A preferred shareholders will vote on converting each share of its 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock into 0.5 common shares. The Trust frames the conversion as necessary to preserve its NYSE American listing: it does not currently meet a proposed new rule that would delist companies with average global market capitalization below $5.0 million over 30 trading days, and it is separately at risk of failing existing continued listing requirements, including minimum shareholders' equity. If the proposal fails, the Board intends to pursue delisting of the Series A Preferred Stock — and possibly the common shares — and deregistration. Preferred dividends have been deferred for 14 quarterly periods, with $6.78 per share accrued and unpaid as of the record date, and the Trust does not expect to pay dividends for the foreseeable future. If approved and effected, the conversion would issue 168,472 new common shares, roughly 31.5% of the pro forma total, diluting existing common holders to approximately 68.5% ownership. Approval requires two-thirds of Series A preferred votes plus separate common-shareholder approval of a charter amendment at the 2026 annual meeting; holders would forfeit the $25.00 liquidation preference, redemption rights, and accrued dividends, and no third-party fairness determination was obtained.

SEC PRE 14A•1mo ago

PW: PRE 14A · proxy statement

Power REIT filed a preliminary proxy (PRE 14A) for its 2026 annual meeting, asking holders of its 367,120 common shares to elect five trustees, ratify MaloneBailey, LLP as auditor, and approve an amendment to the Series A Articles Supplementary that would give holders of the 7.75% Series A Preferred Stock the exclusive class vote over future amendments affecting only their own contract rights. Proposal 3 is designed to clear the way for converting some or all of the Series A Preferred into common shares without a further common shareholder vote. The Board argues that could help preserve the Trust's NYSE American listing amid a proposed market-cap-based delisting standard it does not currently meet and existing equity requirements it is bumping up against, while conceding that any conversion could significantly dilute common shareholders whose approval rights would be permanently shifted away. The filing lays out a distressed backdrop: no common dividends since 2013, preferred dividends unpaid for six or more quarterly periods (giving preferred holders the right to elect two additional trustees), a net loss of $2.2 million in 2025 after a $24.7 million loss in 2024, and a 10:1 reverse split effected June 2, 2026. The Board also states it may consider voluntary delisting and deregistration if the capital structure cannot be fixed, since the preferred already carries a conversion right triggered by delisting.

SEC PRE 14A•2mo ago

Power REIT to implement one-for-ten reverse stock split

globenewswire.com•5mo ago

PW: 10-Q · periodic report

Power REIT reported a net loss of $893,000 for the quarter ended March 31, 2026, driven by a $494,000 loss on the sale of a greenhouse property and $247,000 in impairment charges, though this represents an improvement from the prior year's $1.4 million loss. The company faces significant liquidity and operational headwinds, including $1.31 million in delinquent property taxes on its greenhouse portfolio that risk tax foreclosure, and $2.285 million in unpaid cumulative dividends on its Series A Preferred Stock. Management disclosed a material weakness in internal controls related to the accounting for complex transactions, specifically the classification of preferred stock, which remains unremediated as of the filing date, raising concerns about the reliability of financial reporting.

SEC 10-Q•5mo ago