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What changed in Power REIT's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Power REIT's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+468 added−449 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in Power REIT's 2025 10-K

468 paragraphs added · 449 removed · 281 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

57 edited+85 added−32 removed45 unchanged
Biggest changeCurrently, the Trust is structured as a holding company and owns its assets through twenty-four wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. 6 Properties Below is a chart that summarizes our properties as of December 31, 2024: Property Type/Name Acres Size 1 Gross Book Value 3 Railroad Property P&WV - Norfolk Southern 112 miles $ 9,150,000 Solar Farm Land California PWRS 447 82 9,183,548 Solar Total 447 82 $ 9,183,548 Greenhouse - Cannabis Ordway, Colorado Maverick 1 2,4,6,7 5.20 17,368 1,594,582 Tamarack 18 2,4,6,7 2.11 12,996 1,075,000 Maverick 14 2,4,6,7 5.54 26,940 1,908,400 Tamarack 7 2,4,6,7 4.32 18,000 1,364,585 Tamarack 7 (MIP) 2,5,6,7 636,351 Tamarack 19 2,4,6,7 2.11 18,528 1,311,116 Tamarack 8 - Apotheke 2,5,6,7 4.31 21,548 2,061,542 Tamarack 13 2,4,6,7 2.37 9,384 1,031,712 Tamarack 3 2,4,6,7 2.20 24,512 2,080,414 Tamarack 27 and 28 2,4,6,7 4.00 38,440 1,872,340 Maverick 5 - Jacksons Farms 2,5,6,7 5.20 15,000 1,358,634 Tamarack 4 and 5 2,4,6,7 4.41 26,076 2,239,870 Walsenburg, Colorado 2,4,6,7 35.00 74,800 4,219,170 Desert Hot Springs, California 2,5,6,7 0.85 35,505 7,685,000 Vinita, Oklahoma 4,6,7 9.35 40,000 2,593,313 Marengo Township, Michigan 2,4,6,7 61.14 556,146 24,171,151 Greenhouse - Food Crop O’Neill, Nebraska 2,4,5,7 90.97 1,130,575 9,350,000 Greenhouse Total 239.08 2,065,818 $ 66,553,180 Total Portfolio (Real Estate Owned) $ 84,886,728 Mortgage Loan 9 $ 597,000 Mortgage Loan 8 1,005,000 Impairment 36,207,472 Depreciation and Amortization 7,494,038 Net Book Value Net of Impairment, Depreciation and Amortization $ 42,787,218 1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet 2 Security for the Greenhouse Loan, which is in default 3 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs 4 Property is vacant 5 Tenant is not current on rent and is in default 6 An impairment has been taken against this asset 7 Asset held for sale 8 Loan secured by a first mortgage (Ordway Properties) sold on January 8, 2024 and is security for the Greenhouse Loan 9 Loan secured by a second mortgage (Maine property) sold on October 30, 2023 7 2023 and 2024 Sale Transactions On January 6, 2023, one of our wholly owned subsidiaries sold its interest in five ground leases related to utility scale solar farms located in Tulare County, California for gross proceeds of $2.5 million.
Biggest changeCurrently, the Trust is structured as a holding company and owns its assets through nineteen wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. 5 Properties Below is a chart that summarizes our properties as of December 31, 2025: Property Type/Name Acres Size 1 Gross Book Value 2 Railroad Property P&WV - Norfolk Southern 112 miles $ 9,150,000 Solar Farm Land California PWRS 447 82 9,183,548 Solar Total 447 82 $ 9,183,548 Greenhouse - Cannabis Ordway, Colorado Maverick 1 5,6 5.20 17,368 1,594,582 Maverick 14 3,5,6 5.54 26,940 1,908,400 Tamarack 7 3,5 4.32 18,000 1,364,585 Tamarack 7 (MIP) 4,5 636,351 Tamarack 19 3,5,6 2.11 18,528 1,311,116 Tamarack 8 - Apotheke 4,5 4.31 21,548 2,061,542 Tamarack 3 5,6 2.20 24,512 2,080,414 Tamarack 27 and 28 3,5,6 4.00 38,440 1,872,340 Maverick 5 - Jacksons Farms 4,5 5.20 15,000 1,358,634 Tamarack 4 and 5 3,5,6 4.41 26,076 2,239,870 Mortgage Loan 884,142 Mortgage Loan 96,893 Walsenburg, Colorado 3,5,6 35.00 74,800 4,219,170 Desert Hot Springs, California 3,5,6 0.85 35,505 7,685,000 Vinita, Oklahoma 3,5,6 9.35 40,000 2,593,313 Eliot, ME - Mortgage Loan 5,7 597,000 Greenhouse Total 82.49 356,717 $ 32,503,352 Total Portfolio $ 50,836,900 Impairment and Allowance for Receivable 21,758,101 Depreciation and Amortization 5,160,966 Net Book Value Net of Impairment, Allowance for Receivable, Depreciation and Amortization $ 23,917,833 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 3 Property is vacant 4 Tenant is not current on rent/in default 5 An impairment/allowance for receivable has been taken against this asset 6 Asset held for sale 7 Loan is in default 6 2024 and 2025 Sale Transactions On January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC (“PW MF”), sold two cannabis related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties.
This has had a dramatic negative effect on our CEA portfolio with most properties vacant or occupied by tenants that are in default. During 2022 we acquired a greenhouse occupied by a tenant focused on the cultivation of tomatoes. Unfortunately, the tenant was unable to meet its financial obligations and has since vacated the property.
This has had a dramatic negative effect on our CEA portfolio with most properties vacant or occupied by tenants that are in default. During 2022 we acquired a greenhouse focused on the cultivation of tomatoes. Unfortunately, the tenant was unable to meet its financial obligations and has since vacated the property.
Furthermore, many of our properties have been repurposed for regulated cannabis operations, and historically were utilized for other purposes, including heavy industrial uses, which expose us to additional risks associated with historical releases of substances at the properties. 14 Management and Trustees - Human Capital Mr. David H. Lesser serves as a member and Chairman of our Board of Trustees.
Furthermore, many of our properties have been repurposed for regulated cannabis operations, and historically were utilized for other purposes, including heavy industrial uses, which expose us to additional risks associated with historical releases of substances at the properties. Management and Trustees - Human Capital Mr. David H. Lesser serves as a member and Chairman of our Board of Trustees.
To date, the FDA has not approved a marketing application for cannabis for the treatment of any disease or condition. Governance We are an internally managed REIT with a Board comprised of three independent Trustees and one insider Trustee. Power REIT management has strong alignment with shareholders through significant insider ownership.
To date, the FDA has not approved a marketing application for cannabis for the treatment of any disease or condition. 17 Governance We are an internally managed REIT with a Board comprised of three independent Trustees and one insider Trustee. Power REIT management has strong alignment with shareholders through significant insider ownership.
See “Risk Factors” and our Description of Capital Stock, included as Exhibit 4.1. 16 General Corporate Information Our principal executive offices are located at 301 Winding Road, Old Bethpage, New York 11804, and our telephone number is (212) 750-0371. Our website address is www.pwreit.com .
See “Risk Factors” and our Description of Capital Stock, included as Exhibit 4.1. General Corporate Information Our principal executive offices are located at 301 Winding Road, Old Bethpage, New York 11804, and our telephone number is (212) 750-0371. Our website address is www.pwreit.com .
We sold two greenhouse properties in a transaction that produced approximately $53,000 of restricted cash at closing and, 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 at December 31, 2024.
We sold two Greenhouse Portfolio properties in a transaction that produced approximately $53,000 of restricted cash at closing and, 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 at December 31, 2024.
The sale of the above referenced properties is a part of a strategic review as we continue to evaluate alternatives to enhance liquidity and improve our opportunities. Business Strategy Our primary objective is to maximize the long-term value of the Trust for our shareholders.
The sale of the above referenced properties is a part of a strategic review as we continue to evaluate alternatives to enhance liquidity and improve our opportunities. Business Strategy Our primary objective is to maximize the long-term value for our shareholders.
Item 1. Business. General Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States.
Item 1. Business. General Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States.
Hollander are full time employees. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business. We believe that our success depends on our ability to retain our key personnel, primarily David Lesser, our Chairman and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.
Lesser, nor Ms. Hollander are full time employees. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business. We believe that our success depends on our ability to retain our key personnel, primarily David Lesser, our Chairman and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.
The real estate market is in a state of transition and experiencing a wave of distressed properties due to factors including economic downturns, shifting property demand in a post-COVID environment, rising interest rates and mortgage defaults. We believe the current environment can create significant opportunities for Power REIT.
The real estate market is in a state of transition and experiencing a wave of distressed properties due to factors including economic downturns, shifting property demand in a post-COVID environment, rising interest rates and mortgage defaults. We believe the current environment can create potential opportunities for Power REIT.
During 2023 and 2024, the cannabis industry faced significant headwinds that had a dramatic impact on cultivation focused companies such as our tenants. The wholesale prices in most markets compressed dramatically and in many cases were below the cost of cultivation and many cultivation companies have shut down.
During 2024 and 2025, the cannabis industry faced significant headwinds that had a dramatic impact on cultivation focused companies such as our tenants. The wholesale prices in most markets compressed dramatically and in many cases were below the cost of cultivation and many cultivation companies have shut down.
Our charter also prohibits any person from (1) beneficially or constructively owning shares of our capital stock that would result in our being “closely held” under Section 856(h) of the Code at any time during the taxable year, (2) transferring shares of our capital stock if such transfer would result in our stock being beneficially or constructively owned by fewer than 100 persons and (3) beneficially or constructively owning shares of our capital stock if such ownership would cause us otherwise to fail to qualify as a REIT.
Lesser, from the 9.9% ownership limit. 18 Our charter also prohibits any person from (1) beneficially or constructively owning shares of our capital stock that would result in our being “closely held” under Section 856(h) of the Code at any time during the taxable year, (2) transferring shares of our capital stock if such transfer would result in our stock being beneficially or constructively owned by fewer than 100 persons and (3) beneficially or constructively owning shares of our capital stock if such ownership would cause us otherwise to fail to qualify as a REIT.
The Trust is structured as a holding company and owns its assets through twenty-four 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.
The Trust is structured as a holding company and owns its assets through nineteen 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.
We believe greenhouse cultivation represents a sustainable solution from both a business and environmental perspective. Certain of our greenhouse properties are operated for the cultivation of cannabis by state-licensed operators. Unfortunately, the market for cannabis compressed dramatically during 2023 and 2024.
We believe greenhouse cultivation represents a sustainable solution from both a business and environmental perspective. Most of our Greenhouse Portfolio properties are operated for the cultivation of cannabis by state-licensed operators. Unfortunately, the market for cannabis compressed dramatically during 2023 and 2024.
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $80,000 and the proceeds were used to pay down the loan secured by the greenhouse portfolio and other accrued expenses related to the property.
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $80,000 and the proceeds were used to pay down the loan secured by the Greenhouse Portfolio and other accrued expenses related to the property. The loss on sale recognized was approximately $147,000.
Lesser’s significant ownership stake in Power REIT provides strong alignment and incentives to focus on creation of shareholder value. Susan Hollander serves our Chief Accounting Officer with responsibility for all strategic accounting, compliance and financial reporting functions. Accordingly, Power REIT currently has two officers who are responsible for overseeing our activities. Neither Mr. Lesser, nor Ms.
Lesser’s significant ownership stake in Power REIT provides strong alignment and incentives to focus on creation of shareholder value. Susan Hollander serves our Chief Accounting Officer with responsibility for all strategic accounting, compliance and financial reporting functions. Accordingly, Power REIT currently has two employees, both of whom are officers who are responsible for overseeing our activities. Neither Mr.
In order for us to maintain our REIT qualification, at least 90% of our ordinary taxable annual income must be distributed to shareholders. As of December 31, 2023, our last tax return completed to date, we currently have a net operating loss of $30.8 million, which may reduce or eliminate this requirement.
In order for us to maintain our REIT qualification, at least 90% of our ordinary taxable annual income must be distributed to shareholders. As of December 31, 2024, our last tax return completed to date, we currently have a net operating loss of $41.0 million, which may reduce or eliminate this requirement.
Certain Restrictions on Size of Holdings and Transferability In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended (the “Code”), among other purposes, our Declaration of Trust provides that no person or entity may own, directly or indirectly, more than 9.9% in economic value of the aggregate of the outstanding common shares of Power REIT.
Certain Restrictions on Size of Holdings and Transferability In order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Code, among other purposes, our Declaration of Trust provides that no person or entity may own, directly or indirectly, more than 9.9% in economic value of the aggregate of the outstanding common shares of beneficial interest of Power REIT.
As of December 31, 2024, the Trust’s assets consisted 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 project with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 239 acres of land with approximately 2,066,000 square feet of existing or under construction CEA properties in the form of greenhouses.
As of December 31, 2025, the Trust’s assets consisted 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 project with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 82 acres of land with approximately 357,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).
On April 28, 2014, our Board of Trustees granted an exemption to Hudson Bay Partners, LP, on behalf of itself, and its affiliates, including David H. Lesser from the 9.9% ownership limit.
On April 28, 2014, our Board of Trustees granted an exemption to Hudson Bay Partners, LP, on behalf of itself, and its affiliates, including David H.
Agricultural Regulation The greenhouse properties that we own are subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment, and eminent domain.
See Item 1A, “Risk Factors – Risks Relating to Regulation.” 15 Agricultural Regulation The Greenhouse Portfolio properties that we own are subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment, and eminent domain.
Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.89 million which included $2.1 million of seller financing provided to the buyers.
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.
We are not current on payment of property taxes for the greenhouse portfolio which are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,162,000. If the property tax remains delinquent, the greenhouse portfolio will be subject to foreclosure actions starting in the first quarter of 2026.
These taxes are included on our balance sheet as accrued expenses and liabilities held for sale for approximately $1,331,068. If the property taxes remain delinquent, the Greenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.
We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.” Liquidity and Capital Resources On a consolidated basis, our cash and cash equivalents and restricted cash totaled $2,231,586 as of December 31, 2024, a decrease of $1,873,298 from December 31, 2023.
We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.” Liquidity and Capital Resources Our cash, cash equivalents and restricted cash totaled $2,235,306 as of December 31 2025, a decrease of $3,720 from December 31, 2024.
We also own a ground lease for a utility scale solar farm. Our recent focus on CEA greenhouse properties consumes dramatically less energy than indoor growing, 95% less water, and do not generate the agricultural runoff associated with traditional fertilizers or pesticides associated with field crops.
We currently own a railroad ground lease which is an environmentally friendly form of transportation. We also own a ground lease for a utility scale solar farm. Our CEA greenhouse properties consume dramatically less energy than indoor growing, 95% less water, and do not generate the agricultural runoff associated with traditional fertilizers or pesticides associated with field crops.
Although we believe that we and our tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment resulting from operations at our properties.
As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property or development project. 16 Although we believe that we and our tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment resulting from operations at our properties.
In connection therewith, we have implemented processes designed to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection with seeking to reposition properties.
Taking Steps to Position the Trust for Future Growth Opportunities We are taking steps designed to position ourselves to create shareholder value. In connection therewith, we have implemented processes designed to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection with seeking to reposition properties.
To achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of the Trust, which includes: ● Raising capital by monetizing the embedded value in our portfolio to enhance our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet; ● Selling off non-core properties and underperforming assets; ● Seeking to re-lease properties that are vacant or have non-performing tenants; ● Raising the overall level of quality of our portfolio and of individual properties in our portfolio; ● Improving the operating results of our properties; and ● Taking steps to position the Trust for future growth opportunities. 8 Improving Our Balance Sheet by Reducing Debt and Leverage; Improving Liquidity Leverage We continue to seek ways to reduce our leverage by improving our operating performance and through a variety of other means available to us.
To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties. 7 To achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of the Trust, which includes: ● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet; ● Selling off non-core properties and underperforming assets; ● Seeking to re-lease properties that are vacant or have non-performing tenants; ● Raising the overall level of quality of our portfolio and of individual properties in our portfolio; ● Improving the operating results of our properties; and ● Taking steps to position ourselves for future growth opportunities.
Permits for drilling water wells or withdrawing surface water may be required by federal, state and local governmental entities pursuant to laws, ordinances, regulations or other requirements, and such permits may be difficult to obtain due to drought, the limited supply of available water within the districts of the states in which our properties are located or other reasons. 13 In addition to the regulation of water usage and water runoff, state, local and federal governments also seek to regulate the type, quantity and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials.
Permits for drilling water wells or withdrawing surface water may be required by federal, state and local governmental entities pursuant to laws, ordinances, regulations or other requirements, and such permits may be difficult to obtain due to drought, the limited supply of available water within the districts of the states in which our properties are located or other reasons.
Improving Our Portfolio We are currently seeking to refine our property holdings by selling properties and/or re-leasing them in an effort to improve the overall performance going forward. Taking Steps to Position the Trust for Future Growth Opportunities We are taking steps designed to position the Trust to create shareholder value.
Improving Our Portfolio We are currently seeking to refine our property holdings by selling Greenhouse Portfolio properties and/or re-leasing them in an effort to improve the overall performance of our portfolio going forward.
Accordingly, it is important to evaluate each State regulatory structure as part of evaluating investment opportunities. Cannabis Industry Access to Capital Currently, the illegal status of cannabis under federal law limits the ability of industry participants to fully access the U.S. banking system, public capital markets and other traditional sources of financing.
Cannabis Industry Access to Capital Currently, the illegal status of cannabis under federal law limits the ability of industry participants to fully access the U.S. banking system, public capital markets and other traditional sources of financing.
The seller financing has a three-year maturity with a fixed amortization schedule of $40,000 for the first month, $40,000 for the second month, $45,000 for the third month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees.
The seller financing had a three-year maturity with a fixed amortization schedule of $40,000 for the first and second months, $45,000 for the third month and $15,000 per month thereafter until maturity.
Government Regulation Real Estate Industry Regulation Generally, the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures.
In particular, we face competition from established companies in this industry, as well as local real estate investors, particularly for smaller retail assets. 11 Government Regulation Real Estate Industry Regulation Generally, the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures.
If the Trust’s plan to focus on selling greenhouse properties, entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity. However, the Trust cannot predict, with certainty, whether our actions will effectively generate liquidity.
Our plan to improve liquidity is to focus maximizing realized value from the Greenhouse Portfolio by selling properties, entering into new leases and improving cash collections from existing tenants as well as raising capital in the form of debt or equity in order to generate liquidity, however, the Trust cannot predict, with certainty, the extent to which such activities will succeed.
Net proceeds from the sale were used to service the Greenhouse Loan and pay other accrued expenses and closing costs. On January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to a utility scale solar farm located in Salisbury, Massachusetts. for gross proceeds of $1.2 million.
On January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to a utility scale solar farm located in Salisbury, Massachusetts. for gross proceeds of $1.2 million. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation.
Many of the tenants of CEA properties have defaulted on their payment obligations. Dividends During the twelve months ended December 31, 2024, the Trust did not declare quarterly dividends of approximately $653,000 ($0.484375 per share per quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.
Dividends During the fiscal year ended December 31, 2025, the Trust did not declare quarterly dividends of approximately $653,000 ($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”). As of December 31, 2025, the total cumulative undeclared dividends are approximately $2,122,000.
States may restrict the number of cannabis licenses (cultivation, distribution, rental processing) permitted; impose significant taxes on cannabis products; and even limit the medical conditions that are eligible for cannabis treatment. As such, it is difficult to predict economic potential and trajectory of new markets.
As legalization is currently on a state-by-state basis, expansion of the cannabis industry is impacted by the regulatory processes of each state. States may restrict the number of cannabis licenses (cultivation, distribution, rental processing) permitted; impose significant taxes on cannabis products; and even limit the medical conditions that are eligible for cannabis treatment.
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.
We sold one Greenhouse Portfolio property in a transaction that produced approximately $51,000 of 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.
ESG the “Triple Bottom Line” With a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People, Power REIT is committed to best-in-class focus on Environment, Social and Governance (“ESG”) factors. Environmental Our asset base is environmentally friendly. We currently own a railroad ground lease which is an environmentally friendly form of transportation.
In addition, we do not have any other management protection structures such as “poison pills” or “golden parachutes.” ESG the “Triple Bottom Line” With a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People, Power REIT is committed to best-in-class focus on Environment, Social and Governance (“ESG”) factors. Environmental Our asset base is environmentally friendly.
In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with the Trust. 10 Financial Results for the years ended December 31, 2024 and 2023 Year Ended December 31, 2024 2023 Revenue $ 3,049,875 $ 2,222,483 Net Loss Attributable to Common Shareholders (before impairment) $ (5,409,309 ) $ (6,783,206 ) Net Loss per Common Share (basic) (before impairment) (1.60 ) (2.00 ) Net Loss Attributable to Common Shareholders (after impairment) (25,363,569 ) (15,018,342 ) Net Loss per Common Share (basic) (after impairment) (7.48 ) (4.43 ) Core FFO Available to Common Shareholders $ (3,884,098 ) $ (4,173,118 ) Core FFO per Common Share (1.15 ) (1.23 ) Growth and Investment Strategies – Controlled Environment Agriculture (CEA) In 2019, we expanded the focus of our real estate acquisitions to include CEA properties in the United States.
The Trust is also exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value. 9 Overview of Financial Results for the fiscal years ended December 31, 2025 and 2024 Year Ended December 31, 2025 2024 Revenue $ 2,011,783 $ 3,049,875 Net Loss Attributable to Common Shareholders (before impairment/allowance for receivable) $ (1,688,706 ) $ (5,409,309 ) Net Loss per Common Share (basic) (before impairment/allowance for receivable) (0.49 ) (1.60 ) Net Loss Attributable to Common Shareholders (after impairment/allowance for receivable) (2,847,910 ) (25,363,569 ) Net Loss per Common Share (basic) (after impairment/allowance for receivable) (0.83 ) (7.48 ) Core FFO Available to Common Shareholders $ (1,024,487 ) $ (3,884,098 ) Core FFO per Common Share (0.30 ) (1.15 ) Growth and Investment Strategies – Controlled Environment Agriculture (CEA) In 2019, we expanded the focus of our real estate acquisitions to include CEA properties in the United States.
Competition The current market for properties that meet our investment objectives is limited. We are also in a capital constrained position with a high relative cost of capital. In particular, larger companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies.
In particular, larger companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies.
As of December 31, 2024, 47 states, the District of Columbia, and three of five U.S. territories have passed laws allowing their citizens to use medical cannabis. 11 Cannabis Industry Growth and Trends The cannabis industry over the past several years has experienced dramatic growth.
As of December 31, 2025, 40 states, the District of Columbia, and three of five U.S. territories have passed laws allowing their citizens to use medical cannabis. 10 Cannabis Industry Trends The cannabis industry continues to evolve and mature and over the past few years has experienced significant business challenges Shifting Public Attitudes and State Law The changing public attitudes surrounding cannabis has been a catalyst for the growth of the United State regulated cannabis industry.
As our ESG story and portfolio expand, our investor engagement efforts will continue to build alongside, driving our commitment to the planet, its people, and generating returns for our shareholders. 15 Revenue Concentration Historically, the Trust’s revenue has been derived from a relatively limited number of investments, industries and lessees.
We believe that our corporate governance is a strong component of our ESG profile. As our ESG story and portfolio expand, our investor engagement efforts will continue to build alongside, driving our commitment to the planet, its people, and generating returns for our shareholders.
We may continue to seek to acquire, in an opportunistic, selective and disciplined manner, properties and other real estate related interest and interests in real estate companies that are intended to create shareholder value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital.
We may 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 advantage of any acquisition opportunities would likely involve some use of debt or equity capital.
We are focused on special opportunities in the form of investing in distressed situations including debt and other types of secured interests in real estate, distressed properties and real estate related companies. As part of moving Power REIT forward, we are looking to selectively raise capital.
We are focused on special opportunities in the form of investing in distressed situations including debt and other types of secured interests in real estate, distressed properties and real estate related companies. In addition, the Trust is exploring strategic alternatives that may not include real estate investments in an effort to increase shareholder value.
Disposing of these properties can enable us to repay debt and possibly, invest in other real estate assets and for other corporate purposes assuming the proceeds are in excess of liabilities.
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.
We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances.
We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us.
Power REIT invested in greenhouses for state-licensed cannabis and food cultivation. Unfortunately, the market for both opportunities has been challenging and the greenhouse portfolio has performed poorly with significant vacancy. Currently the entire greenhouse portfolio is being marketed for sale but the market to sell these properties is weak. We continue to explore all options to monetize these assets.
Power REIT invested in greenhouses for state-licensed cannabis and food cultivation. Unfortunately, the market for both opportunities has been challenging and the Greenhouse Portfolio has performed poorly with significant vacancy. We are currently focused on monetizing the Greenhouse Portfolio, including focusing on selling and or re-leasing the vacant properties and increasing cash flow from the occupied properties.
Shifting Public Attitudes and State Law The changing public attitudes surrounding cannabis has been a catalyst for the growth of the United State regulated cannabis industry. According to a 2021 poll conducted by Pew Research Center, 91% of U.S. adults say that marijuana should be legal, while only 9% say that it should not.
According to a 2021 poll conducted by Pew Research Center, 91% of U.S. adults say that marijuana should be legal, while only 9% say that it should not. Additionally, regardless of political affiliation, the majority of participants indicate they are in favor of legalization.
On January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC, sold two cannabis related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties.
On January 31, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant.
The significant price compression in the wholesale cannabis market led to significant tenant defaults and vacancies as all of our cannabis related tenants experienced significant financial challenges. Food Cultivation Market Opportunity There is a growing trend towards cultivation of certain crops in CEA greenhouse cultivation facilities.
The significant price compression in the wholesale cannabis market led to significant tenant defaults and vacancies as all of our cannabis related tenants experienced significant financial challenges. Competition The current market for properties that meet our investment objectives is limited. We are also in a capital constrained position with a high relative cost of capital.
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, if available at all. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.
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.
The 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.
The remaining seller financing agreements have a combined remaining balance of $981,035 as of December 31, 2025. In 2024, the Trust sold four properties in an effort to help with liquidity. The 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.
These means might include leasing vacant properties, selling properties, raising capital or through other actions.
Improving Our Balance Sheet by Reducing Debt and Leverage; Improving Liquidity Leverage We continue to seek ways to reduce our debt and debt leverage by improving our operating performance and through a variety of other means available to us. These means might include leasing vacant properties, selling properties, raising capital or through other actions.
The note is secured by a second mortgage on the property and certain corporate and personal guarantees.Net proceeds from the sale were used to service the Greenhouse Loan.
The note is secured by a first mortgage on the properties and certain corporate and personal guarantees. The gain on sale recognized was approximately $213,000. The Trust has assessed that this is considered a loan modification.
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. As part of the transaction, the existing municipal financing (“Municipal Debt”) and the regional bank loan (“PWSS Term Loan”) were paid off.
As part of the transaction, the existing municipal financing) and the regional bank loan were paid off. The gain on sale recognized was approximately $181,000 and the net book value of land upon sale was approximately $1,006,000.
On a consolidated basis, 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.
As previously disclosed, a subsidiary of the Trust had a loan secured by most of the Greenhouse Portfolio (the “Greenhouse Loan”). The Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions.
Removed
In 2019, Power REIT pivoted to focus on greenhouses as a technology play in the form of real estate. Over the past 5 years, a significant amount of capital flowed into the Controlled Environment Agriculture sector in the United States.
Added
Effective as of April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by entering into a settlement agreement with the lender and, pursuant to the terms thereof, providing to the lender deeds-in-lieu of foreclosure for Greenhouse Portfolio properties in Michigan and Nebraska.
Removed
CEA facilities generally are either indoor warehouse facilities that require lights for plant growth and heating, ventilation and air conditioning to maintain the climate or greenhouses which benefit from free and natural sunlight and proven approaches to maintain a proper growing environment. Our investment thesis was based on greenhouses as sustainable approach to growing certain crops.
Added
In return, the lender released the remaining collateral secured by the Greenhouse Loan back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets by attempting to lease and/or sell the properties.
Removed
As previously disclosed, the greenhouse portfolio is secured by a loan and is currently in default. The loan is non-recourse to Power REIT which reduces our exposure. While we may continue to explore opportunities in the greenhouse and cannabis space, we are now exploring new opportunities.
Added
The transaction related to the Greenhouse Loan resulted in the write-off on our balance sheet of the Nebraska and Michigan properties in the amount of approximately $16,904,000, which includes the write off of accrued property tax of approximately $179,000, along with the remaining balance of the Greenhouse Loan in the amount of approximately $17,997,000.
Removed
The properties were acquired by our subsidiary in 2013 for $1,550,000. On November 1, 2023, a wholly owned subsidiary of Power REIT (“PW SD”) sold its interest in a cannabis related greenhouse cultivation facility located in Maine to an affiliate of its tenant.
Added
The transaction also relieves us of the ongoing costs associated with maintaining the Nebraska and Michigan properties. As a result of settling the Greenhouse Loan obligations through deeds-in-lieu of foreclosure for the Nebraska and Michigan properties, the Trust recognized a non-cash gain of approximately $1,093,000.
Removed
PW SD had entered into a Purchase and Sale Agreement related to this property that was renegotiated as part of proceeding toward closing.
Added
We intend to continue to focus on maximizing the value of the remaining Greenhouse Portfolio properties. This will include entering into new leases and selling properties based on market conditions.
Removed
The total consideration was $4,787,000, of which $3,400,000 was paid in cash, $537,000 was paid in the form of the release of the security deposit held by PW SD and seller financing in the form of an $850,000 note with an 8.5% interest rate that will accrue until maturity on October 30, 2025.
Added
As part of moving Power REIT forward, we are looking to selectively raise capital in the form of debt or equity to provide liquidity. However, the Trust cannot predict, with certainty, the outcome of these actions to generate liquidity.
Removed
To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.
Added
On May 30, 2025, PW MF agreed to modify the terms of the note whereby payments are based on a 5-year amortization schedule at an 11% per annum interest rate and with monthly payments of $16,052 from May 1, 2025 to April 1, 2030 and a balloon payment for the balance due on May 1, 2030.
Removed
The decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties and paydown of the Greenhouse Loan. Of the total amount of cash as of December 31, 2024, approximately $2.2 million is non-restricted cash available for general corporate purposes and approximately $37,000 is restricted cash related to the Greenhouse Loan.
Added
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000 and the net proceeds were used to pay down the Greenhouse Loan and pay other accrued expenses related to the property. There was no gain or loss on sale recognized based on previous impairments.
Removed
The Greenhouse Loan is in default and in March 2024, the lender filed a litigation seeking among other things, foreclosure and appointment of a receiver.
Added
As described above, the Greenhouse Loan was in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for Greenhouse Portfolio properties in Michigan and Nebraska.
Removed
The Greenhouse Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets given that non-restricted cash should provide greater than twelve months of liquidity for capital needs unrelated to the greenhouse properties which are security for the Greenhouse Loan.
Added
The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan and other payables. On June 9, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE MF LLC, sold a cannabis related greenhouse cultivation property located in Ordway, Colorado.
Removed
The status with the lender may lead to distressed sales which would have a negative impact on our prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024.
Added
The property was described in prior filings as Tam 13 and was 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.
Removed
On September 30, 2024, the PW CanRE Holdings entered into an amendment to the forbearance agreement which moved the expiration of the forbearance agreement to January 31, 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLesser 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.
Biggest changeLesser 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. 29 From time to time, our management team may own interests in our lessees or other counterparties, and may thereby have interests that conflict or appear to conflict with the Trust’s interests.
In July 2019, we announced our new investment focus of CEA and our first greenhouse property acquisition. As our greenhouse portfolio has expanded, we continue to be subject to many of the business risks and uncertainties associated with any new business enterprise.
In July 2019, we announced our new investment focus of CEA and our first greenhouse property acquisition. As the Greenhouse Portfolio has expanded, we continue to be subject to many of the business risks and uncertainties associated with any new business enterprise.
Our business activities, and the business activities of our cannabis tenants, while believed to be compliant with applicable U.S. state and local laws, are currently illegal under U.S. federal law. 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.
Our business activities, and the business activities of our cannabis tenants, while believed to be compliant with applicable U.S. state and local laws, are currently illegal under U.S. federal law. 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.
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. Our property portfolio has a high concentration of properties located in certain states.
Furthermore, 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. Our property portfolio has a high concentration of properties located in certain states.
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.
Although we will not be engaged in the purchase, sale, growth, cultivation, harvesting, or processing of medical-use and adult-use cannabis products, we lease properties to tenants who will engage in such activities, and therefore our tenants likely will be subject to Section 280E of the Code.
To the extent that our Series A Preferred Stock may have call or conversion provisions that are in our favor at a given time, such provisions may be detrimental to the returns experienced by the holders of the securities. Inflation may negatively affect the value of our preferred stock and the dividends we pay.
To the extent that our Series A Preferred Stock may have call or conversion provisions that are in our favor at a given time, such provisions may be detrimental to the returns experienced by the holders of the securities. Inflation may negatively affect the value of our Series A Preferred Stock and the dividends we pay.
Upon a Change of Control or Delisting Event, holders of our Series A Preferred Stock will have the right (subject to our special optional redemption rights) to convert all or part of their Series A Preferred Stock into shares of our common stock (or equivalent value of alternative consideration).
Upon a Change of Control or Delisting Event, holders of our Series A Preferred Stock will have the right (subject to our special optional redemption rights) to convert all or part of their shares of Series A Preferred Stock into common shares (or equivalent value of alternative consideration).
If our common share price were less than $5.00 subject to adjustment, holders will receive a maximum of 5 shares of our common stock per share of Series A Preferred Stock, which may result in a holder receiving value that is less than the liquidation preference of the Series A Preferred Stock.
If our common share price were less than $5.00 subject to adjustment, holders will receive a maximum of 5 of our common shares per share of Series A Preferred Stock, which may result in a holder receiving value that is less than the liquidation preference of the Series A Preferred Stock.
If our common shares or Preferred shares are delisted from the NYSE American, then our common shares and our Series A Preferred Stock will trade, if at all, only on the over-the-counter market, such as the OTCQB or OTCQX trading platforms, and then only if one or more registered broker-dealer market makers comply with quotation requirements.
If our common shares or Series A Preferred Stock are delisted from the NYSE American, then our common shares and our Series A Preferred Stock will trade, if at all, only on the over-the-counter market, such as the OTCQB or OTCQX trading platforms, and then only if one or more registered broker-dealer market makers comply with quotation requirements.
The market price for our common shares may be influenced by many factors, including the following: ● sale of our common shares by our stockholders, executives, and directors; ● volatility and limitations in trading volumes of our securities; ● our ability to obtain financings to implement our business plans; ● our ability to attract new customers; ● The impact of pandemics; 37 ● changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders; ● our cash position; ● announcements and events surrounding financing efforts, including debt and equity securities; ● reputational issues; ● our inability to successfully manage our business or achieve profitability; ● changes in general economic, political and market conditions in any of the regions in which we conduct our business; ● changes in industry conditions or perceptions; ● analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; ● departures and additions of key personnel; ● disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations; ● changes in applicable laws, rules, regulations, or accounting practices and other dynamics; ● market conditions or trends in our industry; and ● other events or factors, many of which may be out of our control.
The market price for our common shares may be influenced by many factors, including the following: ● sale of our common shares by our stockholders, executives, and directors; ● volatility and limitations in trading volumes of our securities; ● our ability to obtain financings to implement our business plans; ● our ability to attract new customers; ● The impact of pandemics; ● changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders; ● our cash position; ● announcements and events surrounding financing efforts, including debt and equity securities; ● reputational issues; ● our inability to successfully manage our business or achieve profitability; ● changes in general economic, political and market conditions in any of the regions in which we conduct our business; ● changes in industry conditions or perceptions; ● analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage; ● departures and additions of key personnel; ● disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations; ● changes in applicable laws, rules, regulations, or accounting practices and other dynamics; ● market conditions or trends in our industry; and ● other events or factors, many of which may be out of our control.
The Trust’s common shares listing or its Series A Preferred Stock could be subject to delisting by, the NYSE American, based on a number of factors, including a failure by us to continue to qualify as a REIT, a failure to meet the NYSE American ongoing listing requirements, including those relating to the number of shareholders, the price of the Trust’s securities and the amount and composition of the Trust’s assets, changes in NYSE American ongoing listing requirements and other factors.
The Trust’s common shares and/or its Series A Preferred Stock could be subject to delisting by, the NYSE American, based on a number of factors, including a failure by us to continue to qualify as a REIT, a failure to meet the NYSE American ongoing listing requirements, including those relating to the number of shareholders, the price of the Trust’s securities, the amount of equity, and the amount and composition of the Trust’s assets, changes in NYSE American ongoing listing requirements and other factors.
Thus, higher market interest rates could cause the market price of our shares to decrease; ● A decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with the tax treatment of any dividends and distributions); ● Perception, by market professionals and participants, of REITs generally and REITs in the cannabis sector, in particular.
Thus, higher market interest rates could cause the market price of our shares to decrease; 28 ● A decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with the tax treatment of any dividends and distributions); ● Perception, by market professionals and participants, of REITs generally and REITs in the cannabis sector, in particular.
To our knowledge, The NYSE American has not approved for listing any U.S.-based REITs engaged in the ownership of cannabis-related properties, other than Innovative Industrial Properties, Inc. (NYSE: IIPR), a cannabis-focused real estate investment trust listed in late 2016 just prior to the nomination of former Attorney General Sessions.
To our knowledge, the NYSE American has not approved for listing any U.S.-based REITs engaged in the ownership of cannabis-related properties, other than Innovative Industrial Properties, Inc., a cannabis-focused real estate investment trust listed in late 2016 just prior to the nomination of former Attorney General Sessions.
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 business and operations would suffer in the event of system failures.
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. 35 Our business and operations would suffer in the event of system failures.
Currency and Foreign Transactions Reporting Act of 1970 (the “Bank Secrecy Act”), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. 42 The Financial Crimes Enforcement Network (“FinCEN”), a bureau within the U.S.
Currency and Foreign Transactions Reporting Act of 1970 (the “Bank Secrecy Act”), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. The Financial Crimes Enforcement Network (“FinCEN”), a bureau within the U.S.
We may significantly increase the amount of leverage we utilize at any time which could materially and adversely affect us, including the risk that: ● our cash flow from operations may be insufficient to make required payments of principal and interest on the debt or we may fail to comply with all of the other covenants contained in the debt agreements, which is likely to result in (i) acceleration of such debt that we may be unable to repay from internal funds or to refinance on favorable terms, or at all, and/or (ii) the loss of some or all of our assets to foreclosure or sale; ● we may be unable to borrow additional funds as needed or on favorable terms, or at all; ● to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; 19 ● our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs; ● we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, shareholder distributions, including distributions currently contemplated or necessary to satisfy the requirements for REIT qualification or other purposes; and ● we may be unable to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.
We may significantly increase the amount of leverage we utilize at any time which could materially and adversely affect us, including the risk that: ● our cash flow from operations may be insufficient to make required payments of principal and interest on the debt or we may fail to comply with all of the other covenants contained in the debt agreements, which is likely to result in (i) acceleration of such debt that we may be unable to repay from internal funds or to refinance on favorable terms, or at all, and/or (ii) the loss of some or all of our assets to foreclosure or sale; ● we may be unable to borrow additional funds as needed or on favorable terms, or at all; ● to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense resulting in less cash available for operations; ● our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs; ● we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, shareholder distributions, including distributions currently contemplated or necessary to satisfy the requirements for REIT qualification or other purposes; and ● we may be unable to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.
Any changes in state or local laws that reduce or eliminate the ability to cultivate and produce cannabis would likely result in a high vacancy rate for the kinds of properties that we seek to acquire, which would depress our lease rates and property values.
Any changes in state or local laws that reduce or eliminate the ability to cultivate and produce cannabis would likely result in a high vacancy rate for the kinds of properties that we own and/or seek to acquire, which would depress our lease rates and property values.
In addition, issuance of additional preferred securities or other transactions could dilute your voting rights with respect to certain matters that require votes or the consent of holders of our Series A Preferred Stock. Holders of Series A Preferred Stock have limited voting rights. The voting rights of a holder of Series A Preferred Stock are limited.
In addition, issuance of additional preferred securities or other transactions could dilute your voting rights with respect to certain matters that require votes or the consent of holders of our Series A Preferred Stock. 41 Holders of Series A Preferred Stock have limited voting rights. The voting rights of a holder of Series A Preferred Stock are limited.
Such fines, penalties, administrative sanctions, convictions or settlements could have a material adverse effect on us, including, but not limited to: ● our reputation and our ability to conduct business and/or maintain our current business relationships; ● the listing of our securities on the NYSE American, LLC (the “NYSE American”); and ● the market price of our common shares. 22 Certain of Power REIT’s properties have been negatively impacted by State and local government regulations and approvals that relate to cannabis cultivation.
Such fines, penalties, administrative sanctions, convictions or settlements could have a material adverse effect on us, including, but not limited to: ● our reputation and our ability to conduct business and/or maintain our current business relationships; ● the listing of our securities on the NYSE American, LLC (the “NYSE American”); and ● the market price of our common shares. 24 Certain of Power REIT’s properties have been negatively impacted by state and local government regulations and approvals that relate to cannabis cultivation.
In addition to our current debt, we might incur additional debt in the future in order to finance improvement 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.
In addition to our current debt, we might incur additional debt in the future in order to finance improvements 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.
Further increasing inflation has raised operating costs for many businesses and, in the future, could impact demand foreign exchange rates or employee wages.
Further increasing inflation has raised operating costs for many businesses and, in the future, could impact foreign exchange rates or employee wages.
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 the greenhouse portfolio.
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 property expenses related to its greenhouse portfolio.
Qualification as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Internal Revenue Code, for which there are only limited judicial or administrative interpretations. Our qualification as a REIT also depends on various facts and circumstances that are not entirely within our control.
Qualification as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Code, for which there are only limited judicial or administrative interpretations. Our qualification as a REIT also depends on various facts and circumstances that are not entirely within our control.
Such a situation could materially harm our business. 23 Because we may distribute a significant portion of our income to our stockholders or lenders, we will continue to need additional capital to make new investments. If additional funds are unavailable or not available on favorable terms, our ability to make new investments will be impaired.
Such a situation could materially harm our business. 25 Because we may distribute a significant portion of our income to our stockholders or lenders, we will continue to need additional capital to make new investments. If additional funds are unavailable or not available on favorable terms, our ability to make new investments will be impaired.
Furthermore, while we have acquired and may acquire additional cannabis facilities with the intent to lease those facilities for the cultivation and processing of medical-use cannabis facilities, our lease agreements do not prohibit our cannabis tenant from cultivating and processing cannabis for adult use, provided that such tenant complies with all applicable state and local rules and regulations.
Furthermore, while we have acquired additional cannabis facilities with the intent to lease those facilities for the cultivation and processing of medical-use cannabis facilities, our lease agreements do not prohibit our cannabis tenant from cultivating and processing cannabis for adult use, provided that such tenant complies with all applicable state and local rules and regulations.
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.
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 shares.
In an effort to provide guidance to U.S. federal law enforcement, under former President Barak Obama, the U.S. Department of Justice (the “DOJ”), released a memorandum on August 29, 2013 entitled “Guidance Regarding Marijuana Enforcement” from former Deputy Attorney General James Cole (the “Cole Memorandum”).
In an effort to provide guidance to U.S. federal law enforcement, under former President Barak Obama, the U.S. Department of Justice (the “DOJ”), released a memorandum on August 29, 2013 entitled “Guidance Regarding Marijuana Enforcement” from former Deputy Attorney General James Cole (the Cole Memorandum).
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. 34 Risks Related to our Investment Strategy Each property in our portfolio could be considered a special purpose use asset which may impact market value and the ability to lease to generate income.
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 shares. 36 Risks Related to our Investment Strategy Each property in our portfolio could be considered a special purpose use asset which may impact market value and the ability to lease to generate income.
In any such case, you could lose all or part of your investment. Risks Related to our Financial Position and Liquidity We have incurred a loss for the year ended December 31, 2024 and may be unable to generate sufficient revenue to cover expenses or generate net income.
In any such case, you could lose all or part of your investment. Risks Related to our Financial Position and Liquidity We have incurred a loss for the fiscal year ended December 31, 2025 and may be unable to generate sufficient revenue to cover expenses or generate net income.
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 elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 2019.
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 in all four quarters of 2024, the Trust concluded that an impairment of value of certain assets within its CEA portfolio was appropriate based on market conditions.
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, all four quarters of 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.
Furthermore, to the extent the Trust has borrowed funds, a rise in interest rates may result in re-financing risk when those borrowings become due, and the Trust may be required to pay higher interest rates or issue additional equity to refinance its borrowings, which could adversely affect the Trust’s financial condition and results of operations. 29 Our quarterly results may fluctuate.
Furthermore, to the extent the Trust has borrowed funds, a rise in interest rates may result in re-financing risk when those borrowings become due, and the Trust may be required to pay higher interest rates or issue additional equity to refinance its borrowings, which could adversely affect the Trust’s financial condition and results of operations.
In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change. 24 Our operating results may be negatively affected by potential development and construction delays and cost overruns.
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. 26 Our operating results may be negatively affected by potential development and construction delays and cost overruns.
If the Joyce Amendment is not renewed in the future, and/or until the U.S. federal government amends the laws and its enforcement policies with respect to cannabis, there is a risk that the DOJ and other U.S. federal agencies may utilize U.S. federal funds to enforce the CSA in states with a medical and adult-use cannabis program, which could have a material adverse effect on our current and future cannabis tenants.
If the Rohrabacher-Blumenauer Amendment is not renewed in the future, and/or until the U.S. federal government amends the laws and its enforcement policies with respect to cannabis, allowing for use thereof, there is a risk that the DOJ and other U.S. federal agencies may utilize U.S. federal funds to enforce the CSA in states with a medical and adult-use cannabis program, which could have a material adverse effect on our current and future cannabis tenants.
Although we currently believe we meet the maintenance listing standards of the NYSE American, we cannot assure you that we will continue to meet those standards, or that the NYSE American will not seek to delist our common shares or Series A Preferred shares as a result of our entry into lease agreements with licensed U.S. cannabis cultivators.
Although we currently believe we meet the maintenance listing standards of the NYSE American, we cannot assure you that we will continue to meet those standards, or that the NYSE American will not seek to delist our common shares or Series A Preferred Stock as a result of our entry into lease agreements with licensed U.S. cannabis cultivators or other potential violations of listing requirements.
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 report are not binding on the Service or any court.
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 Annual Report on Form 10-K are not binding on the Service or any court.
A company such as ours would be considered an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), if, among other things, it owned investment securities (including minority ownership interests in subsidiaries or other entities) that have an aggregate value exceeding 40% of the value of its total assets on an unconsolidated basis, or it failed to qualify under the exemption from investment company status available to companies primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.
A company such as ours would be considered an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), if, among other things, it owned investment securities (including minority ownership interests in subsidiaries or other entities) that have an aggregate value exceeding 40% of the value of its total assets on an unconsolidated basis, or it failed to qualify under the exemption from investment company status available to companies primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. 34 We do not believe that we are, or are likely to become, an investment company under the 1940 Act.
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 all classes.
In order to assist us in complying with limitations on the concentration of ownership of REIT stock imposed by the 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 beneficial interest.
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 all classes.
In order to assist us in complying with limitations on the concentration of ownership of REIT stock imposed by the 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 beneficial interest.
Our real estate investments are concentrated in greenhouse properties suitable for the cultivation of cannabis, and a decrease in demand for such facilities could materially and adversely affect our business. These properties may be difficult to sell or re-lease upon tenant defaults or lease terminations, either of which could adversely affect our business.
Our real estate investments include greenhouse properties suitable for the cultivation of cannabis, and a decrease in demand for such facilities has and could continue to materially and adversely affect our business. These properties may be difficult to sell or re-lease upon tenant defaults or lease terminations, either of which could adversely affect our business.
Our 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.
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.
Furthermore, if holders receive the greater of the full trading price of the Series A Preferred Stock on the last date prior to the first public announcement of an event described in the preceding sentence, or the $25.00 liquidation preference per share of Series A Preferred Stock plus accrued and unpaid dividends (whether or not declared) to, but not including, the date of such event, pursuant to the occurrence of any of the events described in the preceding sentence, then holders will not have any voting rights with respect to the events described in the preceding sentence. 39 Dividends on our Series A Preferred Stock can be suspended and not paid on a current basis.
Furthermore, if holders receive the greater of the full trading price of the Series A Preferred Stock on the last date prior to the first public announcement of an event described in the preceding sentence, or the $25.00 liquidation preference per share of Series A Preferred Stock plus accrued and unpaid dividends (whether or not declared) to, but not including, the date of such event, pursuant to the occurrence of any of the events described in the preceding sentence, then holders will not have any voting rights with respect to the events described in the preceding sentence.
In addition, the outbreak of a pandemic could disrupt our operations and could have material and adverse effects on our tenants and their operations, and in turn on our performance, financial condition, results of operations and cash flows due to, among other factors: ● a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant actions; 20 ● the temporary inability of consumers and patients to purchase our tenant’s cannabis products due to a number of factors, including but limited to illness, dispensary closures or limitations on operations (including but not limited to shortened operating hours, social distancing requirements and mandated “curbside only” pickup), quarantine, financial hardship, and “stay at home” orders, could severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; ● difficulty accessing equity and debt capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets ● Difficulty obtaining capital necessary to fund business operations and our tenants’ ability to fund their business operations and meet their obligations to us; ● because of the federal regulatory uncertainty relating to the regulated cannabis industry, our tenants may not be eligible for financial relief ● delays in construction at our properties may adversely impact our tenants’ ability to commence operations and generate revenues from projects, including ○ construction moratoriums by local, state or federal government authorities; ○ delays by applicable governmental authorities in providing the necessary authorizations to continue construction or commence operations; ○ reductions in construction team sizes to effectuate social distancing and other requirements; ○ infection by one or more members of a construction team necessitating a partial or full shutdown of construction; and ○ manufacturing and supply chain disruptions for materials sourced from other geographies which may be experiencing shutdowns and shipping delays. ● a general decline in business activity in the regulated cannabis industry would adversely affect our ability to grow our portfolio of regulated ● the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, would result in a deterioration in our ability We have a limited operating history and operate in an industry in its very early stages of development that has experienced significant business challenges.
In addition, the outbreak of a pandemic could disrupt our operations and could have material and adverse effects on our tenants and their operations, and in turn on our performance, financial condition, results of operations and cash flows due to, among other factors: ● a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant actions; ● the temporary inability of consumers and patients to purchase our tenant’s cannabis products due to a number of factors, including but limited to illness, dispensary closures or limitations on operations (including but not limited to shortened operating hours, social distancing requirements and mandated “curbside only” pickup), quarantine, financial hardship, and “stay at home” orders, could severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; ● difficulty accessing equity and debt capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets ● Difficulty obtaining capital necessary to fund business operations and our tenants’ ability to fund their business operations and meet their obligations to us; 22 ● because of the federal regulatory uncertainty relating to the regulated cannabis industry, our tenants may not be eligible for financial relief ● delays in construction at our properties may adversely impact our tenants’ ability to commence operations and generate revenues from projects, including ○ construction moratoriums by local, state or federal government authorities; ○ delays by applicable governmental authorities in providing the necessary authorizations to continue construction or commence operations; ○ reductions in construction team sizes to effectuate social distancing and other requirements; ○ infection by one or more members of a construction team necessitating a partial or full shutdown of construction; and ○ manufacturing and supply chain disruptions for materials sourced from other geographies which may be experiencing shutdowns and shipping delays. ● a general decline in business activity in the regulated cannabis industry would adversely affect our ability to grow our portfolio of regulated ● the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, would result in a deterioration in our ability Our greenhouse properties are related to a nascent industry resulting in payment and other lease defaults and a significant portion of the Greenhouse Portfolio is vacant which can result in a deterioration of value.
Secured indebtedness exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries or in a property or group of properties or other assets subject to indebtedness. We have granted lenders security interests in certain of our assets.
Secured indebtedness exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries or in a property or group of properties or other assets subject to indebtedness. We have granted lenders security interests in certain of our assets and may do so in the future.
These impairments also take into account assets held for sale and the write off of the lease of any associated lease intangible. In 2024, we recorded approximately $20 million in non-cash impairment charges. In 2023, we recorded approximately $8.2 million in non-cash impairment charges. In 2022, we recorded approximately $16.7 million in non-cash impairment charges.
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 charges.
While we have hired outside consultants to aid in our accounting for complex transactions and plan to take 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.
The weakness has not yet been remediated. While we have hired outside consultants to aid in our accounting for complex transactions and have taken 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.
Although the Trust expects to deploy additional equity capital principally for the purpose of seeking to make accretive transactions, and in such cases seeks to not dilute the economic value of equity securities held by existing holders, such additional issuances may dilute existing equity securities holders’ percentage ownership of the Trust, and the percentage of voting power they hold, depending on the terms of the newly issued equity securities. 38 Our Preferred Stock is subject to interest rate risk.
Although the Trust expects to deploy additional equity capital principally for the purpose of seeking to make accretive transactions, and in such cases seeks to not dilute the economic value of equity securities held by existing holders, such additional issuances may dilute existing equity securities holders’ percentage ownership of the Trust, and the percentage of voting power they hold, depending on the terms of the newly issued equity securities.
There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more.
There can be no assurances that the Trust will be able to raise the funds needed through the Sales Agreement, 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.
These ownership limits and other restrictions could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.
These ownership limits and other restrictions could have the effect of discouraging a takeover or other transaction in which holders of our common shares might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests. 42 Our Series A Preferred Stock is subject to interest rate risk.
While the current liabilities far exceed the current assets, if the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity to fund its operations.
It is the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity to fund its operations.
Although management believes that the material weakness in our internal controls will be remediated, 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.
Management plans to fully remediate the identified material weakness in internal controls, 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.
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, the degree to which we encounter competition in our markets and other business, market and general economic conditions.
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 carrying value on our books, the degree to which we encounter competition in our markets and other business, market and general economic conditions.
In order for us to remain qualified as a REIT under the Code, the relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 7.5% (in value or number of shares, whichever is more restrictive) of the aggregate of our outstanding shares of stock or more than 7.5% (in value or number of shares, whichever is more restrictive) of our outstanding common stock or any class or series of our outstanding preferred stock.
In order for us to remain qualified as a REIT under the Code, the relevant sections of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate of our outstanding shares of beneficial interest.
If a person were found to own more than this amount, whether as a result of intentionally purchasing our securities, developments outside such person’s control or otherwise – for example, as a result of changes in the Trust’s capital structure, the inheritance of securities, or otherwise – then, among other things, the transfers leading to the violation of the 9.9% limit would be void and the Board of Trustees would be authorized to take such actions as it deemed advisable to insure the undoing of the transfers.
If a person were found to own more than this amount, whether as a result of intentionally purchasing our securities, developments outside such person’s control or otherwise – for example, as a result of changes in the Trust’s capital structure, the inheritance of securities, or otherwise – then, among other things, the transfers leading to the violation of the 9.9% limit would be void and the Board of Trustees would be authorized to take such actions as it deems advisable and/or as authorized by the Declaration of Trust to ensure the beneficial ownership limit is not exceeded.
A significant portion of our greenhouse portfolio is vacant and our 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 Single tenants currently occupy our properties, and we expect that our properties will continue to be operated by single tenants.
Our 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 Single tenants currently occupy our properties, and we expect that our properties will continue to be operated by single tenants.
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.
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 which will result in dilution to current shareholders.
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. In 2024, the Trust sold four properties in an effort to help with liquidity.
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.
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 of MILC, IntelliGen, Mr.
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 such affiliate on the other hand, and such conflicts may be unfavorable to us.
The operations and financial performance of companies in the infrastructure sector may be directly or indirectly affected by commodity prices and fluctuations in infrastructure supply and demand.
Infrastructure assets may be subject to the risk of fluctuations in commodity prices and in the supply of and demand for infrastructure consumption. The operations and financial performance of companies in the infrastructure sector may be directly or indirectly affected by commodity prices and fluctuations in infrastructure supply and demand.
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.
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.
Nevertheless, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our operations and the price of our common shares. 32 Net leases may not result in fair market lease rates over time.
Nevertheless, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our operations and the price of our common shares.
Lesser and his affiliates and interests on the other hand, and such conflicts may be unfavorable to us. 27 Our lessees and many future lessees will likely be structured as special purpose vehicles (“SPVs”), and therefore their ability to pay us is expected to be dependent solely on the revenues of a specific project, without additional credit support.
Our lessees and many future lessees will likely be structured as special purpose vehicles (“SPVs”), and therefore their ability to pay us is expected to be dependent solely on the revenues of a specific project, without additional credit support.
The USAM enforcement priorities, like those of the Cole Memorandum, are also based on the U.S. federal government’s limited resources, and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” To date, U.S.
The USAM enforcement priorities, like those of the Cole Memorandum, are also based on the U.S. federal government’s limited resources, and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” Pamela Bondi was confirmed by the United States Senate as Attorney General of the United States on February 4, 2025.
While we do not presently have challenges with our banking relationships, should we have an inability to maintain our current bank accounts, or the inability of our cannabis tenants to maintain their current banking relationships, it would be difficult for us to operate our business, may increase our operating costs, could pose additional operational, logistical and security challenges and could result in our inability to implement our business plan.
While we do not presently have challenges with our banking relationships, should we have an inability to maintain our current bank accounts, or the inability of our cannabis tenants to maintain their current banking relationships, it would be difficult for us to operate our business, may increase our operating costs, could pose additional operational, logistical and security challenges and could result in our inability to implement our business plan. 45 Litigation, complaints, enforcement actions and governmental inquiries could have a material adverse effect on our business, financial condition and results of operations.
It is possible also that tax legislation enacted in subsequent years might increase this rate differential. Our credit facilities limit our ability to pay dividends on 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.
It is possible also that tax legislation enacted in subsequent years might increase this rate differential. We have suspended payments of dividends to our common and we have deferred payments on our preferred shares.
We currently have secured debt against properties in our portfolio, and we may incur additional debt. The percentage of leverage we employ will vary depending on our available capital, our ability to obtain and access financing arrangements with lenders, debt restrictions contained in financing arrangements.
The percentage of leverage we employ will vary depending on our available capital, our ability to obtain and access financing arrangements with lenders, debt restrictions contained in financing arrangements.
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.
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. 25 The illiquidity of real estate investments might delay or prevent us from selling properties that we determine no longer meet the strategic and financial criteria we apply and could significantly affect our ability to respond in a timely manner to adverse changes in the performance of our properties and harm our financial condition.
The illiquidity of real estate investments might delay or prevent us from selling properties that we determine no longer meet the strategic and financial criteria we apply and could significantly affect our ability to respond in a timely manner to adverse changes in the performance of our properties and harm our financial condition.
We expect a portion of our future income to come from net leases, whereby the lessee is responsible for all the costs, insurance and taxes of a property, including maintenance.
Net leases may not result in fair market lease rates over time. We expect a portion of our future income to come from net leases, whereby the lessee is responsible for all the costs, insurance and taxes of a property, including maintenance.
PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into the 2015 PWRS Loan Agreement (as defined below) that is non-recourse to Power REIT and secured by all of PWRS’ interest in the land and intangibles.
We cannot assure you that you will receive dividends at a particular time, or at a particular level, or at all. PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into the 2015 PWRS Loan Agreement (as defined below) that is non-recourse to Power REIT and secured by all of PWRS’ interest in the land and intangibles.
As of December 31, 2024, we had outstanding debt in the principal amount of $37.4 million including accrued interest and expenses related to the Greenhouse Loan. As of December 31, 2024, we have issued approximately $8.5 million of our Series A Preferred Stock not including dividends which are cumulative and have not been declared.
As of December 31, 2025, we had outstanding debt in the principal amount of $20 million. As of December 31, 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.
These factors include: ● Increases in market interest rates, which could cause certain prospective purchasers to invest elsewhere. Higher market interest rates would not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution to our shareholders, if any.
Higher market interest rates would not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution to our shareholders, if any.
Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of common shares, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of such companies.
There can be no guarantee that our stock price will remain at current prices or that future sales of our common shares will not be at prices lower than those sold to investors. 40 Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of common shares, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of such companies.
We may issue additional Series A Preferred Stock at a discount to liquidation value or at a discount to the issuance value of shares of Series A Preferred Stock already issued.
Dividends not declared accumulate and are added to the liquidation preference. We may issue additional Series A Preferred Stock at a discount to liquidation value or at a discount to the issuance value of shares of Series A Preferred Stock already issued.
Risks Related to Regulation Laws, regulations and the policies with respect to the enforcement of such laws and regulations affecting the cannabis industry in the United States are constantly changing, and we cannot predict the impact that future regulations may have on us.
Laws, regulations and the policies with respect to the enforcement of such laws and regulations affecting the cannabis industry in the United States are constantly changing, and we cannot predict the impact that future regulations may have on us. Medical and adult-use cannabis laws and regulations in the United States are complex, broad in scope, and subject to evolving interpretations.
To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability and our business could be adversely affected. 33 We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability and our business could be adversely affected.
As of December 31, 2024, the balance of the 2015 PWRS Loan was approximately $6,492,000 (net of unamortized debt costs of approximately $213,000). 18 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.
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.
Litigation, complaints, enforcement actions and governmental inquiries could consume considerable amounts of our financial and other resources, which could have a material adverse effect on our sales, revenue, profitability, and growth prospects.
Our tenants’ participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions and governmental inquiries. Litigation, complaints, enforcement actions and governmental inquiries could consume considerable amounts of our financial and other resources, which could have a material adverse effect on our sales, revenue, profitability, and growth prospects.
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.
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.
The balance of the loan as of December 31, 2024 is $14,198,000 (net of approximately $267,000 of capitalized debt costs). We have substantial debt and preferred shares outstanding with substantial liquidation preference, which could adversely affect our overall financial health and our operating flexibility. We require cash flows to satisfy our debt service.
The balance of the loan as of December 31, 2025 is $13,974,000 (net of approximately $258,000 of capitalized debt costs). We have substantial debt and preferred shares outstanding with substantial liquidation preference, which could adversely affect our overall financial health and our operating flexibility. 20 We have substantial debt and preferred shares outstanding with substantial liquidation preference.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes: ● Risk assessments designed to help identify material cybersecurity risks to our critical systems, and our IT environment; ● The use of external service providers to assess, test or otherwise assist with aspects of our security controls; ● Cybersecurity awareness training of our employees and senior management including consultation with third parties as deemed necessary; ● A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ● We design and assess our program using the National Institute Cybersecurity Framework (“NIST CSF”) as a set of guiding principles. 44 Our management team is responsible for oversight and administration of our cyber risk management protocol, and for informing relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Biggest changeOur cybersecurity risk management program includes: ● Risk assessments designed to help identify material cybersecurity risks to our critical systems, and our IT environment; ● The use of external service providers to assess, test or otherwise assist with aspects of our security controls; 46 ● Cybersecurity awareness training of our employees and senior management including consultation with third parties as deemed necessary; ● A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and ● We design and assess our program using the National Institute Cybersecurity Framework (“NIST CSF”) as a set of guiding principles.
Added
Our management team is responsible for oversight and administration of our cyber risk management protocol, and for informing relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Note 8 of our Financial Statements for discussion of impairments and of our assets held for sale. 45 Below is a chart that summarizes our properties owned as of December 31, 2024: Property Type/Name Acres Size 1 Gross Book Value 3 Railroad Property P&WV - Norfolk Southern 112 miles $ 9,150,000 Solar Farm Land California PWRS 447 82 9,183,548 Solar Total 447 82 $ 9,183,548 Greenhouse - Cannabis Ordway, Colorado Maverick 1 2,4,6,7 5.20 17,368 1,594,582 Tamarack 18 2,4,6,7 2.11 12,996 1,075,000 Maverick 14 2,4,6,7 5.54 26,940 1,908,400 Tamarack 7 2,4,6,7 4.32 18,000 1,364,585 Tamarack 7 (MIP) 2,5,6,7 636,351 Tamarack 19 2,4,6,7 2.11 18,528 1,311,116 Tamarack 8 - Apotheke 2,5,6,7 4.31 21,548 2,061,542 Tamarack 13 2,4,6,7 2.37 9,384 1,031,712 Tamarack 3 2,4,6,7 2.20 24,512 2,080,414 Tamarack 27 and 28 2,4,6,7 4.00 38,440 1,872,340 Maverick 5 - Jacksons Farms 2,5,6,7 5.20 15,000 1,358,634 Tamarack 4 and 5 2,4,6,7 4.41 26,076 2,239,870 Walsenburg, Colorado 2,4,6,7 35.00 74,800 4,219,170 Desert Hot Springs, California 2,5,6,7 0.85 35,505 7,685,000 Vinita, Oklahoma 4,6,7 9.35 40,000 2,593,313 Marengo Township, Michigan 2,4,6,7 61.14 556,146 24,171,151 Greenhouse - Food Crop O’Neill, Nebraska 2,4,5,7 90.97 1,130,575 9,350,000 Greenhouse Total 239.08 2,065,818 $ 66,553,180 Total Portfolio (Real Estate Owned) $ 84,886,728 Mortgage Loan 9 $ 597,000 Mortgage Loan 8 1,005,000 Impairment 36,207,472 Depreciation and Amortization 7,494,038 Net Book Value Net of Impairment, Depreciation and Amortization $ 42,787,218 1 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet 2 Security for the Greenhouse Loan which is in default 3 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs 4 Property is vacant 5 Tenant is not current on rent and is in default 6 An impairment has been taken against this asset 7 Asset held for sale 8 Loan secured by a first mortgage (Ordway Properties) sold on January 8, 2024 and is security for the Greenhouse Loan 9 Loan secured by a second mortgage (Maine property) sold on October 30, 2023 46 Railway Property Pittsburgh & West Virginia Railroad (“P&WV”), a wholly owned subsidiary, is a business trust organized under the laws of Pennsylvania which owns railroad assets that are currently leased to Norfolk Southern Railway (“NSC”) pursuant to a 99-year lease that became effective in 1964 and is subject to an unlimited number of 99-year renewal periods under the same terms and conditions, including annual rent payments, at the option of NSC (the “Railroad Lease”).
Biggest changeSee Note 8 of our Financial Statements for discussion of impairments and of our assets held for sale. 47 Below is a chart that summarizes our properties owned as of December 31, 2025: Property Type/Name Acres Size 1 Gross Book Value 2 Railroad Property P&WV - Norfolk Southern 112 miles $ 9,150,000 Solar Farm Land California PWRS 447 82 9,183,548 Solar Total 447 82 $ 9,183,548 Greenhouse - Cannabis Ordway, Colorado Maverick 1 5,6 5.20 17,368 1,594,582 Maverick 14 3,5,6 5.54 26,940 1,908,400 Tamarack 7 3,5 4.32 18,000 1,364,585 Tamarack 7 (MIP) 4,5 636,351 Tamarack 19 3,5,6 2.11 18,528 1,311,116 Tamarack 8 - Apotheke 4,5 4.31 21,548 2,061,542 Tamarack 3 5,6 2.20 24,512 2,080,414 Tamarack 27 and 28 3,5,6 4.00 38,440 1,872,340 Maverick 5 - Jacksons Farms 4,5 5.20 15,000 1,358,634 Tamarack 4 and 5 3,5,6 4.41 26,076 2,239,870 Mortgage Loan 884,142 Mortgage Loan 96,893 Walsenburg, Colorado 3,5,6 35.00 74,800 4,219,170 Desert Hot Springs, California 3,5,6 0.85 35,505 7,685,000 Vinita, Oklahoma 3,5,6 9.35 40,000 2,593,313 Eliot, ME - Mortgage Loan 5,7 597,000 Greenhouse Total 82.49 356,717 $ 32,503,352 Total Portfolio $ 50,836,900 Impairment and Allowance for Receivable 21,758,101 Depreciation and Amortization 5,160,966 Net Book Value Net of Impairment, Allowance for Receivable, Depreciation and Amortization $ 23,917,833 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 3 Property is vacant 4 Tenant is not current on rent/in default 5 An impairment/allowance for receivable has been taken against this asset 6 Asset held for sale 7 Loan is in default 48 Railway Property Pittsburgh & West Virginia Railroad (“P&WV”), a wholly owned subsidiary, is a business trust organized under the laws of Pennsylvania which owns railroad assets that are currently leased to Norfolk Southern Railway (“NSC”) pursuant to a 99-year lease that became effective in 1964 and is subject to an unlimited number of 99-year renewal periods under the same terms and conditions, including annual rent payments, at the option of NSC (the “Railroad Lease”).
Rent during the renewal option periods is to be calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the twelve months ended December 31, 2024, PWRS recorded rental income of $803,117.
Rent during the renewal option periods is to be calculated as the greater of a minimum stated rental amount or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately $9.2 million. For the twelve months ended December 31, 2025, PWRS recorded rental income of $803,117.
PW Regulus Solar, LLC (“PWRS”) is a California limited liability company and a wholly owned subsidiary of the Trust that owns approximately 447 acres of land leased to a utility scale solar farm with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield.
Solar Ground Lease Property PW Regulus Solar, LLC (“PWRS”) is a California limited liability company and a wholly owned subsidiary of the Trust that owns approximately 447 acres of land leased to a utility scale solar farm with an aggregate generating capacity of approximately 82 Megawatts in Kern County, California near Bakersfield.
As of December 31, 2024, our portfolio consisted of a total of approximately 112 miles of railroad infrastructure plus branch lines and related real estate, approximately 447 acres of fee simple land leased to a utility scale solar power generating project with an aggregate generating capacity of approximately 82 Megawatts (“MW”), and approximately 239 acres of land with approximately 2,066,000 square feet of existing or partially complete greenhouse/processing space.
As of December 31, 2025, our portfolio consisted of a total of approximately 112 miles of railroad infrastructure plus branch lines and related real estate, approximately 447 acres of fee simple land leased to a utility scale solar power generating project with an aggregate generating capacity of approximately 82 Megawatts (“MW”), and our Greenhouse Portfolio consisting of approximately 82 acres of land with approximately 357,000 square feet of existing or partially complete greenhouse/processing space.
Oklahoma On June 11, 2021, through a wholly owned subsidiary, the Trust purchased a 9.35-acre property that includes approximately 40,000 square feet of greenhouse space, 3,000 square feet of office space and 100,000 square feet of fully fenced outdoor growing space including hoop houses (“Vinita Property”) that was approved for medical cannabis cultivation in Craig County, OK.
The Trust has taken an impairment against this asset. 49 Oklahoma On June 11, 2021, through a wholly owned subsidiary, the Trust purchased a 9.35-acre property that includes approximately 40,000 square feet of greenhouse space, 3,000 square feet of office space and 100,000 square feet of fully fenced outdoor growing space including hoop houses (“Vinita Property”) that was approved for medical cannabis cultivation in Craig County, OK.
Concurrent with the acquisition, PW Vinita entered into a 20-year “triple-net” lease with VinCann LLC (“VC LLC”) to operate a cannabis cultivation facility but the tenant has defaulted and the property is vacant. No income was recognized for this property in 2024 and 2023. The Trust has taken an impairment against this asset.
Concurrent with the acquisition, PW Vinita entered into a 20-year “triple-net” lease with VinCann LLC (“VC LLC”) to operate a cannabis cultivation facility but the tenant has defaulted and the property is vacant. No income was recognized for this property in 2025 and 2024.
California On February 3, 2021, through a wholly owned indirect subsidiary, the Trust acquired an 0.85-acre property with a 37,000 square foot greenhouse located in Riverside County, CA (the “Canndescent Property”) and the Trust assumed an existing lease. During the fourth quarter of 2022, the tenant defaulted on the lease and vacated the property.
California On February 3, 2021, through a wholly owned indirect subsidiary, the Trust acquired an 0.85-acre property with a 35,505 square foot greenhouse located in Desert Hot Springs, CA (the “Canndescent Property”) and the Trust assumed an existing lease. During the fourth quarter of 2022, the tenant defaulted on the lease and vacated the property.
The total size of the Ordway, Colorado portfolio as of December 31, 2024 is approximately 42 acres and approximately 229,000 square feet of greenhouse and related structures have been constructed for a total investment of approximately $18.5 million. Each property was acquired based on entering into a triple-net lease with a cultivation operator.
The total size of the Ordway, Colorado portfolio as of December 31, 2025 is approximately 37 acres and approximately 206,000 square feet of greenhouse and related structures have been constructed for a total investment by the subsidiaries of the Trust of approximately $16.4 million. Each property was acquired based on entering into a triple-net lease with a cultivation operator.
There are also branch lines that total approximately 20 miles in length located in Washington and Allegheny Counties in Pennsylvania and Brooke County in West Virginia. NSC pays P&WV base cash rent of $915,000 per year, payable in quarterly installments.
There are also branch lines that total approximately 20 miles in length located in Washington and Allegheny Counties in Pennsylvania and Brooke County in West Virginia. NSC pays P&WV base cash rent of $915,000 per year, payable in quarterly installments. For the twelve months ended December 31, 2025, P&VW recorded rental income of $915,000.
The Trust has taken an impairment against the PW Walsenburg assets. 47 Unfortunately, the market for cannabis cultivation in Colorado deteriorated dramatically in 2023 and 2024 and all of the tenants have encountered an inability to pay contracted rent and are either paying a reduced amount or have vacated the premises.
Unfortunately, the market for cannabis cultivation in Colorado deteriorated dramatically in 2024 and 2025 and all of the tenants have encountered an inability to pay contracted rent and are either paying a reduced amount or have vacated the premises.
As of December 31, 2024, the Trust considered Maverick 1 (Ordway, CO), Tamarack 18 (Ordway, CO), Maverick 14 (Ordway, CO), Tamarack 7 (Ordway, CO), Tamarack 19 (Ordway, CO), Tamarack 8 (Ordway, CO), Tamarack 13 (Ordway, CO), Tamarack 3 (Ordway, CO), Tamarack 27 and 28 (Ordway, CO), Maverick 5 (Ordway, CO), Tamarack 4 and 5 (Ordway, CO), Walsenburg (CO), Desert Hot Spring (CA), Vinita (OK), Marengo Township (MI) and O’Neill (NE) as Assets Held for Sale.
As of December 31, 2025, the Trust considered Maverick 1 (Ordway, CO), Maverick 14 (Ordway, CO), Tamarack 19 (Ordway, CO), Tamarack 3 (Ordway, CO), Tamarack 27 and 28 (Ordway, CO), Tamarack 4 and 5 (Ordway, CO), Walsenburg (CO), Desert Hot Spring (CA), and Vinita (OK), as Assets Held for Sale.
For the fiscal year ended 2024, Power REIT collected approximately 88% of its consolidated revenue from the tenants of three properties. The tenants are Norfolk Southern Railway, Regulus Solar LLC and Marengo Cannabis LLC which represent 32%, 28% and 28% of consolidated revenue respectively.
For the fiscal year ended December 31, 2024, Power REIT collected approximately 88% of its rental income and lease income from direct financing lease from the tenants of three properties. The tenants were Norfolk Southern Railway, Regulus Solar LLC and Marengo Cannabis LLC which represented 32%, 28% and 28% of rental income and lease income from direct financing lease respectively.
On May 21, 2021, through a wholly owned indirect subsidiary, the Trust purchased a 35-acre property that includes greenhouses plus processing/auxiliary facilities (“Walsenburg Property”) approved for cannabis cultivation in Huerfano County, Colorado. PW Walsenburg’s total capital investment as of December 31, 2024 is approximately $4.2 million.
On May 21, 2021, through a wholly owned indirect subsidiary, the Trust purchased a 35-acre property that includes greenhouses plus processing/auxiliary facilities (“Walsenburg Property”) approved for cannabis cultivation in Huerfano County, Colorado.
Concurrent with the acquisition, PW Walsenburg entered into a 20-year “triple-net” lease (the “Walsenburg Lease”) with Walsenburg Cannabis LLC. The Walsenburg Property is considered an asset held for sale as the Trust has initiated an active program to locate a buyer through a third party. No income was recognized for this property in 2024 and 2023.
The Walsenburg Property is currently vacant and considered an asset held for sale as the Trust has initiated an active program to locate a buyer through a third party. No income was recognized for this property in 2025 and 2024. The Trust has taken an impairment against the PW Walsenburg assets.
On October 2, 2023 a lease with a replacement tenant was executed which is currently in default and an eviction process is underway. As of December 31, 2024, the Canndescent Property is considered held for sale as the Trust initiated an active program to locate a buyer through a third party. The Trust has taken an impairment against this asset.
As of December 31, 2025, the Vinita Property is considered held for sale as the Trust initiated an active program to locate a buyer through a third party The Trust has taken an impairment against this asset. Revenue Concentration The Trust’s revenue is highly concentrated.
For the fiscal year ended 2023, Power REIT collected approximately 84% of its consolidated revenue from the tenants of two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 45% and 39% of consolidated revenue respectively. These concentration percentages include income from the recognition of security deposits related to defaulted leases.
For the fiscal year ended December 31, 2025, Power REIT collected approximately 93% 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 50% and 43% of rental income and lease income from direct financing lease respectively.
Removed
Solar Properties PW Salisbury Solar, LLC (“PWSS”) is a Massachusetts limited liability company and a wholly owned subsidiary of the Trust, that until January 30, 2024 owned approximately 54 acres of land located in Salisbury, Massachusetts that was leased by Power REIT to a 5.7 Megawatts (MW) utility scale solar farm.
Added
On October 2, 2023 a lease with a replacement tenant was executed which was personally guaranteed by principals of the tenant. The replacement tenant defaulted on the lease and was evicted from the Canndescent Property effective May 29, 2025 and is vacant.
Removed
Pursuant to the lease agreement, PWSS’ tenant paid rent of $80,800 cash for the year December 1, 2012 to November 30, 2013, with a 1.0% escalation in each corresponding year thereafter.
Added
As of December 31, 2025, the Canndescent Property is considered held for sale as the Trust initiated an active program to locate a buyer through a third party.
Removed
Rent was payable to Power REIT quarterly in advance and was recorded by Power REIT for accounting purposes on a straight-line basis with $89,494 having been recorded during the year ended December 31, 2023. The PWSS property was sold on January 30, 2024.
Added
The 2024 concentration percentages include income from the recognition of security deposits related to defaulted leases.
Removed
The Colorado greenhouse properties are security for the Greenhouse Loan which is in default and therefore are shown on our balance sheet for the years ended December 31, 2023 and 2024 as assets held for sale.
Removed
The Canndescent Property is security for the Greenhouse Loan which is in default and therefore are shown on our balance sheet for the years ended December 31, 2023 and 2024 as assets held for sale.
Removed
This asset is not pledged as security for the Greenhouse Loan. Michigan On September 3, 2021, Power REIT, through a wholly owned indirect subsidiary, PW MI CanRE Marengo, LLC, (“PW Marengo”), completed the acquisition of a 556,146 square foot greenhouse cultivation facility on a 61.14-acre property in Marengo Township, Michigan (“Marengo Property”).
Removed
Concurrent with the acquisition, PW Marengo entered into a 20-year “triple-net” lease (the “Marengo Lease”) with Marengo Cannabis, LLC (“MC”) for the operation of a cannabis cultivation facility. The tenant defaulted on the lease and the property is vacant.
Removed
The Marengo Property is security for the Greenhouse Loan which is in default and therefore is shown on our balance sheet for the years ended December 31, 2023 and 2024 as an asset held for sale.
Removed
CEA Greenhouse Properties – Food Related Nebraska On March 31, 2022, Power REIT, through a wholly owned subsidiary, completed its first acquisition with the focus on the cultivation of food crops.
Removed
The property consists of an approximately 1.1 million square foot greenhouse cultivation facility on an approximately 86-acre property and a separate approximately 4.88-acre property with a 21-room employee housing building.
Removed
Simultaneous with the acquisition, the subsidiary entered into a 10-year “triple-net” lease (the “MillPro Lease”) with Millennium Produce of Nebraska LLC (“MillPro”), a subsidiary of Millennium Sustainable Ventures Corp., of which David Lesser is CEO and Chairman. During 2022, MillPro operated the Facility for the cultivation of tomatoes.
Removed
During the third quarter of 2022, the tenant defaulted on the lease and the property subsequently became vacant. The Nebraska property is security for the Greenhouse Loan which is in default. We have been actively exploring alternatives to secure a new tenant to put the facility back into operation and the potential to sell the MillPro Facility.
Removed
In February of 2024, our subsidiary entered into a 20-year triple-net lease with an initial rent of $1 million per year after a 6month deferred rent period. Our subsidiary also entered into a Letter of Intent to purchase the property for $9.2 million. The Letter of Intent included a deadline of December 31, 2024, which the tenant did not meet.
Removed
There can be no assurance that the tenant will perform on either the lease or purchase and the tenant has not paid rent or expenses and is currently in default on the Lease. 48 Revenue Concentration The Trust’s revenue is highly concentrated.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 4. Mine Safety Disclosures. Not Applicable. 49 PART II
Biggest changeItem 4. Mine Safety Disclosures. Not Applicable. 50 PART II
Removed
Item 3. Legal Proceedings. On November 17, 2023, Anchor Hydro (“Anchor”) initiated a complaint, as amended, in the Michigan Circuit Court for the County of Calhoun (Case No. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC (collectively the “PW Defendants”) for Breach of Contract, Unjust Enrichment and Account Stated in the amount of approximately $600,000.
Added
Item 3. Legal Proceedings. On August 5, 2025, Ten Tree Properties, LLC (“Ten Trees”) initiated a complaint in the Superior Court of California for the County of Riverside (Case No. CVPS2505621) against Power REIT for Equitable Indemnity, Unjust Enrichment, Declaratory Relief, Constructive Trust/Equitable Lien and Quantum Meruit.
Removed
The litigation relates to purported work by Anchor at the greenhouse property owned by PW MI CanRE Marengo LLC in Michigan.
Added
The litigation relates to purported utility charges that it claims Power REIT is responsible for related to a property in California. On November 17, 2025, Ten Trees filed a motion to dismiss the case which was granted. We are, from time to time, the subject of claims and suits arising out of matters related to our business.
Removed
On July 9, 2024, Anchor and the PW Defendants entered into a settlement agreement (the “Anchor Settlement”) whereby Anchor will complete certain work at the greenhouse property in Michigan and the PW Defendants will pay Anchor $265,000 ($150,000 up front and $11,500 per month for ten months commencing on September 1, 2024) as well as the return of certain uninstalled equipment provided by Anchor.
Removed
In connection with the Anchor Settlement, the Trust recognized $351,000 as income related to forgiveness of accounts payable during the year ended December 31, 2024.
Removed
On March 13, 2024, East West Bank (“EWB”) initiated a complaint in the Superior Court of California, County of Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC.
Removed
The litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint.
Removed
The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan.
Removed
The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, we entered into an amendment to the forbearance agreement which moves the expiration of the forbearance agreement to January 31, 2025.
Removed
As of the date of this filing, the forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure but we continue to explore options for a resolution with the bank (see Subsequent Events).
Removed
On September 11, 2024, our wholly owned subsidiary, PW CO CanRE Cloud Nine LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE Cloud Nine LLC against the former tenant and guarantor of the lease in the amount of approximately $10.9 million.
Removed
The ruling eliminated claims by the former tenant against PW CO CanRE Cloud Nine LLC. The Trust is evaluating the potential to collect against the defendants in this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes.
Removed
On February 6, 2025, our wholly owned subsidiary, PW CO CanRE JKL LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE JKL LLC against the former tenant and guarantors of the lease in the amount of $10,988,749. The ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC.
Removed
The Trust is evaluating the potential to collect against this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes. (See Subsequent Events). We are, from time to time, the subject of claims and suits arising out of matters related to our business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe timing, manner, price and amount of any repurchases will be determined by the Trust in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The stock repurchase program may be suspended or discontinued by us at any time and without prior notice.
Biggest changeThe authorization of the stock repurchase program does not obligate the Trust to acquire any particular amount of common shares or preferred stock. The timing, manner, price and amount of any repurchases will be determined by the Trust in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors.
The 2020 Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards.
The 2020 Plan’s purpose is to secure and retain the services of employees, trustees and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common shares through the granting of awards.
As of March 27, 2025, there were approximately 375 registered holders of registrant’s common shares. Registrar, Transfer Agent and Disbursing Agent The transfer agent and registrar for our common shares is Broadridge Corporate Issuer Solutions, Inc.
As of March 31, 2026, there were approximately 353 registered holders of registrant’s common shares. Registrar, Transfer Agent and Disbursing Agent The transfer agent and registrar for our common shares is Broadridge Corporate Issuer Solutions, Inc.
Purchases made pursuant to the stock repurchase program will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 of the Exchange Act. The authorization of the stock repurchase program does not obligate the Trust to acquire any particular amount of common or preferred stock.
Purchases made pursuant to the stock repurchase program will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 of the Exchange Act.
The following table provides information regarding our equity compensation plans as of December 31, 2024: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under Plan (excluding securities in first column) (1) Equity compensation plans approved by security holders 192,778 13.44 1,925,002 Equity compensation plans not approved by security holders n/a n/a n/a Total 192,778 13.44 1,925,002 (1) The number of shares of our common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2020 and ending on and including January 1, 2029, by 12.5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Board of Trustees. 51 Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
The following table provides information regarding our equity compensation plans as of December 31, 2025: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under Plan (excluding securities in first column) (1) Equity compensation plans approved by security holders 187,500 13.44 2,348,710 Equity compensation plans not approved by security holders n/a n/a n/a Total 187,500 13.44 2,348,710 (1) The number of common shares reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2020 and ending on and including January 1, 2029, by 12.5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Board of Trustees.
Securities Authorized for Issuance Under Equity Compensation Plans Power REIT’s 2020 Equity Incentive Plan (the “2020 Plan”), which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020.
Sales of Unregistered Equity Securities There were no sales of unregistered equity securities by us during the fiscal year ended December 31, 2025. 51 Securities Authorized for Issuance Under Equity Compensation Plans Power REIT’s 2020 Equity Incentive Plan (the “2020 Plan”), which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020.
As of December 31, 2023, our last tax return completed to date, we have a net operating loss of $30.8 million which reduces our taxable net income, thereby reducing the amount we are required to distribute to our shareholders as dividends, until such Net Operating Losses are exhausted.
As of December 31, 2024, our last tax return completed to date, we have a net operating loss of $41.0 million which reduces our taxable net income, therefore we were not required to make any distributions to our shareholders as dividends, until such Net Operating Losses are exhausted.
Dividends on our Series A Preferred Stock are cumulative and must be paid in full and on a current basis in order for the Trust to pay dividends on its common shares. 50 Issuer Purchases of Equity Securities On January 19, 2017, the board of trustees approved a stock repurchase program of up to $750,000 and which is approved for both common shares and preferred shares of the Trust.
Issuer Purchases of Equity Securities On January 19, 2017, the Board of Trustees approved a stock repurchase program of up to $750,000 and which was approved for both common shares and preferred shares of the Trust.
As of December 31, 2024, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently 1,925,002 which is subject to adjustment per the 2020 Plan.
As of December 31, 2025, the aggregate number of common shares that may be issued pursuant to outstanding awards is currently 2,348,710 which includes an evergreen provision per the 2020 Plan.
The registrar, transfer agent and disbursing agent for dividends and other distributions in respect of our Series A Preferred Stock is Broadridge Corporate Issuer Solutions, Inc. Stock Issued for Cash During the twelve months ended December 31, 2024 or 2023, we did not issue any securities.
The registrar, transfer agent and disbursing agent for dividends and other distributions in respect of our Series A Preferred Stock is Broadridge Corporate Issuer Solutions, Inc. Stock Issued for Cash During the fiscal year ended December 31, 2025, we issued 271,832 common shares pursuant to the Sales Agreement for gross proceeds of $287,604.
As of December 31, 2024, the Trust has not repurchased any shares of stock under the stock repurchase program. Sales of Unregistered Equity Securities There were no unregistered sales of equity securities by us during the year ended December 31, 2024.
The stock repurchase program may be suspended or discontinued by us at any time and without prior notice. As of December 31, 2025, the Trust has not repurchased any shares of stock under the stock repurchase program.
Added
During the fiscal year ended December 31, 2024, we did not issue any securities.
Added
Dividends on our Series A Preferred Stock are cumulative and must be paid in full and on a current basis in order for the Trust to pay dividends on its common shares.
Added
Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe only changes to the financial Statements contained in the original Form 10-Q and the 10-Q/A for the quarter ended June 30, 2024 were: - Reclassification of the Preferred Shares on the Consolidated Balance Sheet to Equity - Elimination of the accrual of undeclared dividends for the Preferred Shares consistent with treatment of the Preferred Shares as Equity (previously accrued as an increase to the carrying value of the Preferred Shares on the Balance Sheet) - An Updated Consolidated Statement of Changes in Shareholders Equity to include the Preferred Shares - Removal of dividends from the supplemental disclosure contained in the Consolidated Statement of Cash Flows Borrowings On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”).
Biggest changeManagement concluded that for the rest of the prior periods, the error was immaterial and corrected within the 10-Q/A. 58 The only changes to the Financial Statements contained in the original Form 10-Q and the 10-Q/A for the quarter ended June 30, 2024 were: - Reclassification of the shares of Series A Preferred Stock on the Consolidated Balance Sheet to Equity - Elimination of the accrual of undeclared dividends for the shares of Series A Preferred Stock consistent with treatment of the shares of Series A Preferred Stock as equity (previously accrued as an increase to the carrying value of the shares of Series A Preferred Stock on the Balance Sheet) - An Updated Consolidated Statement of Changes in Shareholders Equity to include the shares of Series A Preferred Stock - Removal of dividends from the supplemental disclosure contained in the Consolidated Statement of Cash Flows On September 25, 2024, the Trust received a notice from the NYSE American rescinding the Deficiency Letter as the Trust is compliant with equity requirements based on the restated equity level on the financial statements in the 10-Q/A.
The properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $1,325,000.
The properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $1,325,000.
On January 7, 2021, the Trust filed Articles Supplementary with the State of Maryland to classify an additional 1,500,000 unissued shares of beneficial interest, par value $0.001 per share, 7.75% Series A Preferred Stock, such that the Trust now has authorized an aggregate of 1,675,000 shares of Series A Preferred Stock, all of which shall constitute a single series of Series A Preferred Stock.
On January 7, 2021, the Trust filed Articles Supplementary with the State of Maryland to classify an additional 1,500,000 unissued shares of beneficial interest, par value $0.001 per share, 7.75% Series A Preferred Stock, such that the Trust now has authorized an aggregate of 1,675,000 shares of Series A Preferred Stock, all of which constitute a single series of Series A Preferred Stock.
Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. This information appears following Item 15 of this document and is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None 61
Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. This information appears following Item 15 of this document and is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None
Core FFO is a non-GAAP financial measure and should not be substituted for net income. 60 Management believes that Core FFO is a useful supplemental measure of the Trust’s operating performance.
Core FFO is a non-GAAP financial measure and should not be substituted for net income. Management believes that Core FFO is a useful supplemental measure of the Trust’s operating performance.
As part of the transaction, a subsidiary of the Trust provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity.
As part of the transaction, PW MF, a subsidiary of the Trust provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity.
We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.” Improving Our Portfolio We are currently seeking to refine our property holdings by selling greenhouse properties and/or re-leasing them in an effort to retire indebtedness and improve the overall performance going forward.
We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.” Improving Our Portfolio We are currently seeking to refine our property holdings by selling Greenhouse Portfolio properties and/or re-leasing them in an effort to improve the overall performance of our portfolio going forward.
As part of evaluating a plan to comply with the NYSE American listing requirements, the Trust embarked on analysis of the accounting treatment for its Preferred Shares which historically were classified as Mezzanine Equity. Based on its review, the Trust determined that the Preferred Shares should be treated as Equity.
As part of evaluating a plan to comply with the NYSE American listing requirements, the Trust embarked on analysis of the accounting treatment for its Series A Preferred Stock which historically were classified as Mezzanine Equity. Based on its review, the Trust determined that the outstanding shares of Series A Preferred Stock should be treated as Equity.
The Trust had previously closed on the sale of approximately $3,492,000 of its Series A $25 Par Value Preferred Stock pursuant to a public offering prospectus supplement dated January 23, 2014.
The Trust had previously closed on the sale of approximately $3,492,000 of its Series A Preferred Stock pursuant to a public offering prospectus supplement dated January 23, 2014.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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 years ended December 31, 2024 and December 31, 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis is based on, and should be read in conjunction with, the Consolidated Financial Statements and the related notes thereto of the Trust as of and for the fiscal years ended December 31, 2025 and December 31, 2024.
The Trust is evaluating the potential to collect against the defendants in this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes.
The Trust is evaluating the potential to collect against the defendants in this litigation by enforcement of this Judgement, but will treat any recovery on a cash basis for accounting purposes.
We are structured as a holding company and owns our assets through twenty-four 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.
We are structured as a holding company and own our assets through nineteen 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.
Our primary objective is to maximize the long-term value of the Trust for our shareholders.
Our primary objective is to maximize the long-term value for our shareholders.
As of December 31, 2024, the Trust’s assets consisted 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 acres of land with approximately 2,112,000 square feet of existing or partially completed CEA properties in the form of greenhouses.
As of December 31, 2025 and currently, the Trust’s assets consist of approximately 112 miles of railroad infrastructure and related real estate 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 82 acres of land with approximately 357,000 square feet of existing or partially completed CEA properties in the form of greenhouses.
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 assuming the proceeds are in excess of liabilities.
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.
We sold two greenhouse properties in a transaction that produced approximately $53,000 of restricted cash at closing and generated approximately $345,000 of restricted cash from the seller financing provided which had a remaining balance of $ 1,005,000 at December 31, 2024 and should help with liquidity to service the Greenhouse Loan.
We sold two Greenhouse Portfolio properties in a transaction that produced approximately $53,000 of restricted cash at closing and, 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 at December 31, 2024.
Our non-property related expenses, are for general and administrative expenses, which consist principally of insurance, legal and other professional fees, consultant fees, NYSE American listing fees, shareholder service company fees and auditing costs as well as property related expenses that are not covered by tenants. During 2024, the Trust’s revenue has been concentrated from certain tenants.
Our non-property related expenses, are for general and administrative expenses, which consist principally of insurance, legal and other professional fees, consultant fees, NYSE American listing fees, shareholder service company fees and auditing costs as well as property related expenses that are not covered by tenants.
These means might include leasing vacant properties, selling properties, raising capital or through other actions. 53 Capital Recycling 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.
Capital Recycling 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.
Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.89 million which included $2.1 million of seller financing provided to the buyers.
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.
The balance of the PWRS Bonds as of December 31, 2024 and December 31, 2023 was approximately $6,492,000 (net of approximately $213,000 of capitalized debt costs) and approximately $6,957,000 (net of unamortized debt costs of approximately $235,000), respectively.
The balance of the PWRS Bonds as of December 31, 2025 and December 31, 2024 was approximately $5,998,000 (net of approximately $190,000 of capitalized debt costs) and approximately $6,492,000 (net of unamortized debt costs of approximately $213,000), respectively.
During the twelve months ended December 31, 2024 and 2023, the Trust recognized approximately $850,000 and $0, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations.
During the fiscal years ended December 31, 2025 and 2024, we recognized approximately $554,000 and $850,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations.
On January 24, 2025 we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which we may, from time to time, issue and sell our Common Shares, however, the Sales Agent is not obligated to sell any shares of Common Stock and there are limits on the dollar amount of shares of common stock we can sell pursuant to the Sales Agreement.
On January 24, 2025, we entered into a sales agreement (the “Sales Agreement”), with AGP pursuant to which we may, from time to time, issue and sell our 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 we can sell pursuant to the Sales Agreement.
GAAP, including the measure identified by us as Core FFO. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure.
This Annual Report contains supplemental financial measures that are not calculated pursuant to U.S. GAAP, including the measure identified by us as Core FFO. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure.
The seller financing has a three-year maturity with a fixed amortization schedule of $40,000 for the first and second months, $45,000 for the third month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees.
The seller financing has a three-year maturity with a fixed amortization schedule of $40,000 for the first and second months, $45,000 for the third month and $15,000 per month thereafter until maturity.
Improving Our Balance Sheet by Reducing Debt and Leverage; Maintaining Liquidity Leverage We continue to seek ways to reduce our debt and debt leverage by improving our operating performance and through a variety of other means available to us.
The Trust has assessed that this is considered a loan modification. 54 Improving Our Balance Sheet by Reducing Debt and Leverage; Maintaining Liquidity Leverage We continue to seek ways to reduce our debt and debt leverage by improving our operating performance and through a variety of other means available to us.
We may continue 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.
We may 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 advantage of any acquisition opportunities would likely involve some use of debt or equity capital.
Recent Events On February 6, 2025, our wholly owned subsidiary, PW CO CanRE JKL LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE JKL LLC against the former tenant and guarantors of the lease in the amount of $10,988,749. The ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC.
There was a nominal loss on sale based on previous impairments. On February 6, 2025, our wholly owned subsidiary, PW CO CanRE JKL LLC, received a Final Order and Entry of Judgement (the “Judgement”) in favor of PW CO CanRE JKL LLC against the former tenant and guarantors of the lease in the amount of $10,988,749.
To achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of the Trust, which includes: ● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet; ● Selling off non-core properties and underperforming assets; ● Seeking to re-lease properties that are vacant or have non-performing tenants ● Raising the overall level of quality of our portfolio and of individual properties in our portfolio; ● Improving the operating results of our properties; and ●Taking steps to position the Trust for future growth opportunities.
To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties. 52 To achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of the Trust, which includes: ● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet; ● Selling off non-core properties and underperforming assets; ● Seeking to re-lease properties that are vacant or have non-performing tenants ● Seeking to minimize the carrying costs related to the Greenhouse Portfolio given the speculative nature of valuing these assets; ● Raising the overall level of quality of our portfolio and of individual properties in our portfolio; ● Improving the operating results of our properties; and ● Taking steps to position ourselves for future growth opportunities.
The Trust retained a qualified third-party consultant to assist with its analysis of the accounting treatment for the Preferred Shares. Ultimately, the Trust concluded that it had incorrectly classified the Preferred Shares on its balance sheet and that they should be treated as Equity (not mezzanine equity) and the financial statements should be re-stated accordingly.
Ultimately, the Trust concluded that it had incorrectly classified the outstanding shares of Series A Preferred Stock on its balance sheet and that they should be treated as equity (not mezzanine equity) and the financial statements should be re-stated accordingly.
Funds From Operations – Non-GAAP Financial Measures We assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which management believes is a useful indicator of our operating performance. This Annual Report contains supplemental financial measures that are not calculated pursuant to U.S.
The significant accounting policies are not deemed to be Critical Accounting estimates or critical accounting policies. 60 Funds From Operations – Non-GAAP Financial Measures We assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which management believes is a useful indicator of our operating performance.
There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more. 52 On December 26, 2024, a wholly owned subsidiary of Power REIT, PW CO CanRE JKL LLC, sold its interest related to a cannabis related greenhouse cultivation property located in Ordway, Colorado.
There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time as the market value of our voting securities held by non-affiliates is $75 million or more.
As of the date of this filing, the forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure but we continue to explore options for a resolution with the bank (see Subsequent Events). 58 The amount of principal payments remaining on Power REIT’s consolidated debt as of December 31, 2024 is as follows: Total Debt 2025 $ 17,468,764 2026 $ 791,212 2027 $ 835,036 2028 $ 880,909 2029 $ 928,923 Thereafter $ 16,985,073 Long term debt $ 37,889,917 Critical Accounting Estimates Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that might change in subsequent periods.
The amount of principal payments remaining on Power REIT’s consolidated debt as of December 31, 2025 is as follows: Total Debt 2026 791,212 2027 835,036 2028 880,909 2029 928,923 2030 979,173 Thereafter 16,005,899 Long term debt $ 20,421,152 Critical Accounting Policies and Estimates Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that might change in subsequent periods.
For the fiscal year ended 2024, Power REIT collected approximately 88% of its consolidated revenue the tenants of three properties. The tenants are Norfolk Southern Railway, Regulus Solar LLC and Marengo Cannabis LLC which represent 32%, 28% and 28% of consolidated revenue respectively.
For the fiscal year ended December 31, 2024, the Trust collected approximately 88% of its rental income and lease income from direct financing lease from the tenants of three properties. The tenants were Norfolk Southern Railway, Regulus Solar LLC and Marengo Cannabis LLC which represented 32%, 28% and 28% of rental income and lease income from direct financing lease respectively.
Accordingly, on September 24, 2024, the Trust filed an amended quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “10-Q/A”). Management concluded that for the rest of the prior periods, the error was immaterial and corrected within the 10-Q/A.
Accordingly, on September 24, 2024, the Trust filed an amended quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “10-Q/A”).
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. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.
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 beyond the next twelve months.
The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless we redeem or otherwise repurchase them or they are converted. 56 As previously disclosed, on September 3, 2024, the Trust received a letter from the NYSE American regarding a lack of compliance with listing requirements (the “Deficiency Letter”).
The shares of Series A Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless we redeem or otherwise repurchase them or they are converted.
CORE FUNDS FROM OPERATIONS (FFO) Years ended December 31, 2024 2023 Revenue $ 3,049,875 $ 2,222,483 Net Loss $ (24,710,741 ) $ (14,365,513 ) Stock-Based Compensation 693,575 885,314 Interest Expense - Amortization of Debt Costs 31,391 290,554 Amortization of Intangible Lease Asset 227,488 227,488 Depreciation on Land Improvements 819,893 2,260,655 Impairment Expense 19,954,260 8,235,136 Gain on sale of property (247,136 ) (1,053,923 ) Core FFO Available to Preferred and Common Stock (3,231,270 ) (3,520,289 ) Preferred Stock Dividends (652,828 ) (652,829 ) Core FFO Available to Common Shares $ (3,884,098 ) $ (4,173,118 ) Weighted Average Shares Outstanding (basic) 3,389,661 3,389,661 Core FFO per Common Share (1.15 ) (1.23 ) Item 7A.
Year ended December 31, 2025 2024 Revenue $ 2,011,783 $ 3,049,875 Net Income (Loss) $ (2,195,082 ) $ (24,710,741 ) Stock-Based Compensation 334,161 693,575 Interest Expense - Amortization of Debt Costs 31,391 31,391 Amortization of Intangible Lease Asset 227,488 227,488 Depreciation on Land Improvements 63,551 819,893 Impairment Expense/Allowance for Receivable 1,159,204 19,954,260 Loss (gain) on sale of property 7,628 (247,136 ) Core FFO Available to Preferred and Common Stock (371,659 ) (3,231,270 ) Preferred Stock Dividends (652,828 ) (652,828 ) Core FFO Available to Common Shares $ (1,024,487 ) $ (3,884,098 ) Weighted Average Shares Outstanding (basic) 3,413,861 3,389,661 Core FFO per Common Share (0.30 ) (1.15 ) Item 7A.
The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution or winding up, senior to the Trust’s common shares.
Preferred Stock - Restatement of Financial Statements During 2014, the Trust expanded its equity financing activities by offering a series of preferred shares to the public. The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution or winding up, senior to the Trust’s common shares.
We are not current on payment of property taxes for the greenhouse portfolio which are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $1,162,000. If the property tax remains delinquent, the greenhouse portfolio will be subject to foreclosure actions starting in the first quarter of 2026.
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 for approximately $1,331,000.
In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with the Trust.
We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us.
The Municipal Debt had approximately 9 years remaining. The Municipal Debt had a simple interest rate of 5.0% that is paid annually, due on February 1 of each year. The balance of the Municipal Debt as of December 31, 2024 and December 31, 2023 is approximately $0 and $51,000, respectively.
On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”). The Municipal Debt had approximately 9 years remaining. The Municipal Debt had a simple interest rate of 5.0% that is paid annually, due on February 1 of each year.
In connection with the Anchor Settlement, the Trust recognized $351,000 as income related to forgiveness of accounts payable during the year ended December 31, 2024. On September 11, 2024, PW CO CanRE Cloud Nine LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE Cloud Nine LLC in the amount of approximately $10.9 million.
On September 11, 2024, PW CO CanRE Cloud Nine LLC, received a Final Order and Entry of Judgement in favor of PW CO CanRE Cloud Nine LLC in the amount of approximately $10.9 million.
On January 30, 2024, the PWSS property was sold and the loan was paid off. In July 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”). The PWSS Term Loan had a fixed interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization schedule.
The balance of the Municipal Debt as of December 31, 2025 and 2024 is $0. On January 30, 2024, the PWSS property was sold and the loan was paid off. In July 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”).
Revenue during the year ended December 31, 2024, consisted of rental income of $1,135,193, direct financing lease income of $915,000, rental income – related parties of $785,000 and other income of $214,682.
Revenue during the fiscal year ended December 31, 2025, consisted of rental income of $927,376, direct financing lease income of $915,000, and other income of $169,407.
The loan was secured by PWSS’ real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of December 31, 2024 and December 31, 2023 is approximately $0 and $456,000 (net of approximately $0 of capitalized debt costs), respectively.
The PWSS Term Loan had a fixed interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization schedule. The loan was secured by PWSS’ real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of December 31, 2025 and 2024 is $0.
For the fiscal year ended 2023, Power REIT collected approximately 84% of its consolidated revenue from the tenants of two properties. The tenants were Norfolk Southern Railway and Regulus Solar LLC which represented 45% and 39% of consolidated revenue respectively. The concentration percentages include the income from the recognition of security deposits related to defaulted leases.
For the fiscal year ended December 31, 2025, Power REIT collected approximately 93% 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 50% and 43% of rental income and lease income from direct financing lease, respectively.
Results of Operations Results of Operations for the Year ended December 31, 2024 as compared to the year ended December 31, 2023 Revenue during the years ending December 31, 2024 and 2023 was $3,049,875 and $2,222,483, respectively.
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 Results of Operations for the fiscal year ended December 31, 2025 as compared to December 31, 2024 Revenue Revenue during the fiscal years ended December 31, 2025 and 2024 was $2,011,783 and $3,049,875, respectively.
To the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing will be available when needed on favorable terms. Preferred Stock During 2014, the Trust expanded its equity financing activities by offering a series of preferred shares to the public.
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 assurance that the impaired carrying values will equate to the ultimately realizable value of such assets. For further information, see Note 2 – Significant Accounting Policies to the consolidated financial statements appearing following Item 16 of this document, which is incorporated herein by reference. The significant accounting policies are not deemed to be Critical Accounting estimates.
For further information, see Note 2 – Significant Accounting Policies to the consolidated financial statements appearing following Item 16 of this document.
Liquidity and Capital Resources Our cash and cash equivalents and restricted cash totaled $2,231,586 as of December 31, 2024, a decrease of $1,873,298 from December 31, 2023. During the twelve months ended December 31, 2024, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties and paydown of the Greenhouse Loan.
Liquidity and Capital Resources Our cash, cash equivalents and restricted cash totaled $2,235,306 as of December 31, 2025, a decrease of $3,720 from December 31, 2024. During the year ended December 31, 2025 and 2024, cash used in operating activities was $68,316 and $1,393,709, respectively.
The Trust is evaluating the potential to collect against this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes. (See Note 14—Subsequent Events to the Financial Statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024).
The ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC. The Trust is evaluating the potential to collect against the defendants in this litigation by enforcement of the Judgement, but will treat any recovery on a cash basis for accounting purposes.
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.
The remaining seller financing agreements have a combined remaining balance of $981,035 as of December 31, 2025. In 2024, the Trust sold four properties in an effort to help with liquidity. The 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.
The sale price was $80,000 and the net proceeds were used to pay down the loan secured by the greenhouse portfolio and pay other accrued expenses related to the property. Effective October 1, 2024, PW CanRE Holdings entered into an extension of the forbearance agreement with the lender for the Greenhouse Loan.
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $80,000 and the net proceeds were used to pay down the Greenhouse Loan and other accrued expenses related to the property. The loss on sale recognized was approximately $147,000.
We sold one greenhouse property in a transaction that produced approximately $51,000 with the net proceeds used to service the Greenhouse Loan. The Greenhouse Loan is in default and in March 2024, the lender filed a litigation seeking among other things, foreclosure and appointment of a receiver.
We sold one Greenhouse Portfolio property in a transaction that produced approximately $51,000 of net proceeds used to service the Greenhouse Loan. Power REIT will continue to seek to realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties, loans and companies.
As of the date of this filing, the forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure but we continue to explore options for a resolution with the bank (see Note 14—Subsequent Events to the Financial Statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024). 55 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 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.
Removed
To that end, our business goals are to obtain the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.
Added
Recent Events On June 9, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE MF LLC, sold a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 13 and was vacant.
Removed
The property was described in prior filings as Sherman 21 and 22 and was vacant and the construction was incomplete. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation.
Added
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 $125,000 and the subsidiary of the Trust provided $105,000 of seller financing which amortizes over a 60-month period at an interest rate of 11% per annum.
Removed
The forbearance agreement terminated on January 31, 2025 and has not been extended (see Note 14—Subsequent Events to the Financial Statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024).
Added
On January 31, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant.
Removed
As part of the transaction, the Municipal Debt was assumed by the purchaser and the PWSS Term Loan was paid off.
Added
The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000 and the net proceeds were used to pay down the Greenhouse Loan and paid other accrued expenses related to the property. There was no gain or loss on sale recognized based on previous impairments.
Removed
On November 17, 2023, Anchor Hydro (“Anchor”) initiated a complaint, as amended, in the Michigan Circuit Court for the County of Calhoun (Case No. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC (collectively the “PW Defendants”) for Breach of Contract, Unjust Enrichment and Account Stated in the amount of approximately $600,000.
Added
During the quarter ended December 31, 2025, the Trust sold 271,832 common shares pursuant to the Sales Agreement for gross proceeds of $287,604 and net proceeds of $277,829. 53 Settlement of Greenhouse Loan The Greenhouse Loan was secured by most of the Greenhouse Portfolio.
Removed
The litigation relates to purported work by Anchor at the greenhouse property owned by PW MI CanRE Marengo LLC in Michigan.
Added
The Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, we resolved issues with the lender of the Greenhouse Loan by providing deeds-in-lieu of foreclosure for Greenhouse Portfolio properties in Michigan and Nebraska.
Removed
On July 9, 2024, Anchor and the PW Defendants entered into a settlement agreement whereby Anchor will complete certain work at the greenhouse property in Michigan and the PW Defendants will pay Anchor $265,000 ($150,000 up front and $11,500 per month for ten months commencing on September 1, 2024) as well as the return of certain uninstalled equipment provided by Anchor.
Added
In return, the lender released the remaining collateral that was secured by the Greenhouse Loan back to our subsidiaries and released obligations related to the Greenhouse Loan. We will seek to realize value from the retained assets by leasing and/or selling them, if possible.
Removed
A loan secured by the greenhouse portfolio is in default.
Added
The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties.
Removed
As of this date of the filing, the previously disclosed forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure but we continue to explore options for a resolution with the bank (see Note 14—Subsequent Events to the Financial Statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024).
Added
The balance of the Greenhouse Loan as of December 31, 2025 and 2024 was approximately $0 and $16,720,000 (approximately $13.3 million of principal, $2.1 million of interest and default interest and $1.3 million of loan expenses).
Removed
Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances.
Added
During the fiscal years ended December 31, 2025 and 2024, we recognized approximately $554,000 and $850,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations for the fiscal years ended December 31, 2025 and 2024.
Removed
The increase in total revenue was primarily related an increase of $785,000 of rental income - related parties which was a security deposit recognized as income, a decrease of $3,955 in rental income from unrelated parties, and a increase in other income of $46,347. Expenses for the year ended December 31, 2024 increased $10,741,325 as compared to 2023.
Added
As a result of settling the Greenhouse Loan obligations through deeds-in-lieu of foreclosure for the Nebraska and Michigan properties, we recognized a non-cash gain of approximately $1,093,000.
Removed
This is primarily due to a larger non-cash impairment charge of approximately $20.0 million in 2024 versus a non-cash impairment charge of $8.2 million in 2023. The impairment charge relates to a write-down of the value of greenhouse properties.
Added
This gain arose from the write-off of both of the Nebraska and Michigan properties with a combined book value of approximately $17,083,000 and the associated loan obligations which totaled approximately $17,997,000, including accrued interest, default interest, and loan modification expenses (late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees) and the write off of accrued property tax of approximately $179,000.
Removed
Property expenses, property taxes, general and administrative expense and depreciation expense all decreased in 2024 by $398,457, $44,218, $258,658 and $1,440,762, respectively which were offset by an increase in interest expense of $1,164,296 in 2024. The depreciation expense decrease was due to assets within the CEA portfolio considered assets held for sale.

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Other PW 10-K year-over-year comparisons