PW on NYSE

Power REIT

Power REIT is an American real estate investment trust based in Old Bethpage.2 Its shares trade on NYSE under the symbol PW.2

$6.99 up 0.00 (0.00%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

Compare with Wheeler Real Estate Investment Trust, Inc., CareTrust REIT, Inc. or LXP Industrial Trust, or pick any stock.

  • TickerPW on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersOld Bethpage, United States2
  • Incorporated inMD4
  • Business address301 Winding Road, Old Bethpage, Ny 118044
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCOMPANY2
  • LEI549300GLI9IPZRYGFI712
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O The Corporation Trust Incorporated, 21201 Baltimore, United States2

82 acres of land with approximately 357,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

2038.0%Operating margin7
-109.1%Net margin7
-34.0%Revenue growth, 20257
-42.7%Return on equity7
3.74×Debt to equity7

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Interest100¢$2.1M

Out of $2.0M in revenue.7 The company lost money this year.

Financial statements

Revenue891011127$2.0M in 2025−8% since 2019
0$2.5M$5.0M$7.5M$10.0M2019: $2.2M$2.2M20192020: $4.3M$4.3M2020+96%2021: $8.5M$8.5M2021+98%2022: $8.5M$8.5M2022+1%2023: $2.2M$2.2M2023−74%2024: $3.0M$3.0M2024+37%2025: $2.0M$2.0M2025−34%
Operating income13141516127$41.0M in 2025+81% since 2019
0$20.0M$40.0M$60.0M2019: $22.7M$22.7M20192020: $22.7M$22.7M2020+0%2021: $24.8M$24.8M2021+9%2022: $24.5M$24.5M2022−1%2023: $30.8M$30.8M2023+26%2025: $41.0M$41.0M2025+33%
Net income891011127-$2.2M in 2025
-$30.0M-$20.0M-$10.0M0$10.0M2019: $946.9K$946.9K20192020: $2.2M$2.2M2020+129%2021: $5.1M$5.1M2021+137%2022: -$14.3M-$14.3M20222023: -$14.4M-$14.4M2023+1%2024: -$24.7M-$24.7M2024+72%2025: -$2.2M-$2.2M2025−91%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Lease income from direct financing lease railroad$915.0K$915.0K
Rental income$927.4K$1.9M
Other income$169.4K$214.7K
TOTAL REVENUE$2.0M$3.0M
Amortization of intangible assets$227.5K$227.5K
General and administrative$1.2M$1.5M
Property expenses and taxes$967.3K$2.0M
Depreciation expense$63.6K$819.9K
Impairment expense/Allowance for receivable$1.2M$20.0M
Interest expense$2.1M$3.9M
TOTAL EXPENSES$5.7M$28.4M
Gain (loss) on sale of properties-$7.6K$247.1K
Gain on extinguishment of debt$1.1M
Unrealized loss on marketable securities-$19.2K
Realized gain on marketable securities$377.6K
Forgiveness of accounts payable$350.7K
TOTAL OTHER INCOME$1.4M$597.8K
NET LOSS-$2.2M-$24.7M
Preferred Stock Dividends-$652.8K-$652.8K
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS-$2.8M-$25.4M
Basic-$0.83-$7.48
Diluted-$0.83-$7.48
Basic3.4M shares3.4M shares
Diluted3.4M shares3.4M shares
Accumulated undeclared dividend per Series A Preferred Shares:$1.94$1.94

Compare Power REIT with another company

Corporate structure

Power REIT sits at the top of its group. 20 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Power REIT

  • Bradley & Daytona Railway & Land Co. LLC Filed SCHEDULE 13D/A on Power REIT, latest Oct 7, 2026 (10 filings since Feb 19, 2026)
  • Henry Posner Iii. Filed SCHEDULE 13D/A on Power REIT, latest Aug 14, 2026 (9 filings since Dec 1, 2025)
  • Saquib Fasih Toor Filed SCHEDULE 13G on Power REIT, latest Aug 10, 2026
  • Axonic Capital LLC Filed SC 13D/A on Power REIT, latest Dec 10, 2024 (3 filings since Jul 25, 2024)
  • AdvisorShares Trust Filed SC 13G/A on Power REIT, latest Dec 7, 2023 (2 filings since Dec 2, 2021)
  • RENAISSANCE TECHNOLOGIES LLC Filed SC 13G/A on Power REIT, latest Feb 10, 2022
  • Power REIT Old Bethpage, New York, United States
    • Pittsburgh & West Virginia Railroad Subsidiary · Pennsylvania, United States
    • PW CA CanRE Canndescent LLC Subsidiary · California, United States
    • PW CanRE Holdings LLC Subsidiary · Delaware, United States
    • PW CanRE OK Vinita LLC Subsidiary · Oklahoma, United States
    • PW CO CanRE Apotheke LLC Subsidiary · Colorado, United States
    • PW CO CanRE Cloud Nine LLC Subsidiary · Colorado, United States
    • PW CO CanRE Gas Station LLC Subsidiary · Colorado, United States
    • PW CO CanRE Grail LLC Subsidiary · Colorado, United States
    • PW CO CanRE JAB LLC Subsidiary · Colorado, United States
    • PW CO CanRE Mav 14 LLC Subsidiary · Colorado, United States
    • PW CO CanRE Mav 5 LLC Subsidiary · Colorado, United States
    • PW CO CanRE Sherm 6 LLC Subsidiary · Colorado, United States
    • PW CO CanRE Tam 19 LLC Subsidiary · Colorado, United States
    • PW CO CanRE Tam 7 LLC Subsidiary · Colorado, United States
    • PW CO CanRE Walsenburg LLC Subsidiary · Colorado, United States
    • PW ME CanRE SD LLC Subsidiary · Maine, United States
    • PW PWV Holdings LLC Subsidiary · Colorado, United States
    • PW Regulus Solar, LLC Subsidiary · California, United States
    • PW Salisbury Solar, LLC Subsidiary · Massachusetts, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Power REIT reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$4.7M7 Dec 31, 2025$4.8M7 Dec 31, 2024−0.4%

Real estate and locations

ItemLatestA year beforeChange
Area of land357,000 sq ft7 Dec 31, 20252.1 million sq ft12 Dec 31, 2024−82.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.2M7 Dec 31, 2025$2.2M7 Dec 31, 2024+1.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.0M7 Dec 31, 2025$2.3M7 Dec 31, 2024−10.0%
Finite-lived intangibles, net$2.0M7 Dec 31, 2025$2.3M12 Dec 31, 2024−10.0%

Properties, in its own words

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.

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. See Note 8 of our Financial Statements for discussion of impairments and of our assets held for sale.

The rest of Item 2

Below is a chart that summarizes our properties owned as of December 31, 2025:

Property Type/Name · Acres · Size1 · Gross Book Value2

Railroad Property

P&WV - Norfolk Southern · 112 miles · 9,150,000

Solar Farm Land

PWRS · 447 · 82 · 9,183,548

Solar Total · 447 · 82 · 9,183,548

Greenhouse - Cannabis

Maverick 1 5,6 · 5.20 · 17,368 · 1,594,582

Maverick 143,5,6 · 5.54 · 26,940 · 1,908,400

Tamarack 73,5 · 4.32 · 18,000 · 1,364,585

Tamarack 7 (MIP)4,5 · 636,351

Tamarack 193,5,6 · 2.11 · 18,528 · 1,311,116

Tamarack 8 - Apotheke 4,5 · 4.31 · 21,548 · 2,061,542

Tamarack 35,6 · 2.20 · 24,512 · 2,080,414

Tamarack 27 and 283,5,6 · 4.00 · 38,440 · 1,872,340

Maverick 5 - Jacksons Farms 4,5 · 5.20 · 15,000 · 1,358,634

Tamarack 4 and 53,5,6 · 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, California3,5,6 · 0.85 · 35,505 · 7,685,000

Vinita, Oklahoma3,5,6 · 9.35 · 40,000 · 2,593,313

Eliot, ME - Mortgage Loan5,7 · 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

3Property is vacant

4Tenant is not current on rent/in default

5An impairment/allowance for receivable has been taken against this asset

6Asset held for sale

7Loan is in default

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”). Norfolk Southern Corporation has an investment grade rating of BBB+ by S&P Global Ratings. P&WV’s assets consist of a railroad line of approximately 112 miles in length plus branch lines, extending through Connellsville, Washington and Allegheny Counties in the Commonwealth of Pennsylvania, through Brooke County in the State of West Virginia and through Jefferson and Harrison Counties in the State of Ohio, to Pittsburgh Junction in Harrison County, Ohio. 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.

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. PWRS’s lease was structured to provide it with initial quarterly rental payments until the solar farm achieved commercial operation which occurred on November 11, 2014. During the primary term of the lease which extends for 20 years from achieving commercial operations, PWRS receives an initial annual rent of approximately $735,000 per annum which grows at 1% per annum. The lease is a “triple net” lease with all expenses to be paid by the tenant. At the end of the primary term of the lease, the tenant has three options to renew the lease for 5-year terms in the first two options, and 4 years and 11 months in the third renewal option. 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.

CEA Greenhouse Properties – Cannabis Related

Colorado Portfolio

Item 2 of the 10-K filed Mar 31, 2026.6

Leadership

Who has led Power REIT, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • PW CA CanRE Canndescent LLC California5
  • PW CO CanRE Apotheke LLC Colorado5
  • PW CO CanRE Cloud Nine LLC Colorado5
  • PW CO CanRE Gas Station LLC Colorado5
  • PW CO CanRE Grail LLC Colorado5
  • PW CO CanRE JAB LLC Colorado5
  • PW CO CanRE Mav 14 LLC Colorado5
  • PW CO CanRE Mav 5 LLC Colorado5
  • PW CO CanRE Sherm 6 LLC Colorado5
  • PW CO CanRE Tam 19 LLC Colorado5
  • PW CO CanRE Tam 7 LLC Colorado5
  • PW CO CanRE Walsenburg LLC Colorado5
  • PW CanRE Holdings LLC Delaware5
  • PW CanRE OK Vinita LLC Oklahoma5
  • PW ME CanRE SD LLC Maine5
  • PW PWV Holdings LLC Colorado5
  • PW Regulus Solar, LLC California5
  • PW Salisbury Solar, LLC Massachusetts5
  • Pittsburgh & West Virginia Railroad Pennsylvania5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 14, 20268-K Director nominations31
  2. Jul 8, 20268-K Executive or director change32
  3. May 19, 20268-K Regulation FD disclosure; Other events33
  4. Aug 27, 20258-K Shareholder vote34
  5. Jul 18, 20258-K Other events35
  6. Apr 15, 20258-K Completed an acquisition or sale36
  7. Jan 24, 20258-K Entered a material agreement; Other events37
  8. Sep 26, 20248-K Listing notice or transfer; Regulation FD disclosure38
  9. Sep 26, 20248-K Shareholder vote39
  10. Sep 24, 20248-K Earlier financial statements no longer reliable40
  11. Sep 4, 20248-K Listing notice or transfer41
  12. Aug 16, 20248-K Other events42
  13. Jun 1, 2017New chief executive Justinian Hobor becomes CEO19
  14. Jan 13, 2012New chief executive David H. Lesser becomes CEO20

Calendar

Coming up

  1. Oct 23, 2026Reports results for the quarter ending Sep/202643

When it reported results

  1. Aug 12, 2022Reported quarterly or annual results44
  2. May 10, 2022Reported quarterly or annual results45
  3. Apr 1, 2022Reported quarterly or annual results46
  4. Nov 16, 2021Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

123 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 42 major events, 20 insider forms, 26 large holders, 14 other. The latest 20:

  1. Oct 7, 2026SCHEDULE 13D/A EDGAR
  2. Oct 6, 2026DEFA14A EDGAR
  3. Sep 23, 2026DEF 14A EDGAR
  4. Sep 14, 20268-K EDGAR
  5. Sep 3, 2026PRE 14A EDGAR
  6. Aug 27, 2026SCHEDULE 13D/A EDGAR
  7. Aug 26, 2026PRE 14A EDGAR
  8. Aug 14, 2026SCHEDULE 13D/A EDGAR
  9. Aug 12, 202610-Q EDGAR
  10. Aug 10, 2026SCHEDULE 13G EDGAR
  11. Jul 8, 20268-K EDGAR
  12. Jun 26, 2026SCHEDULE 13D/A EDGAR
  13. Jun 15, 2026SCHEDULE 13D/A EDGAR
  14. May 26, 2026SCHEDULE 13D/A EDGAR
  15. May 19, 20268-K EDGAR
  16. May 15, 2026SCHEDULE 13D/A EDGAR
  17. May 15, 202610-Q EDGAR
  18. Apr 24, 2026SCHEDULE 13D/A EDGAR
  19. Apr 24, 2026SCHEDULE 13D/A EDGAR
  20. Mar 31, 202610-K EDGAR

The 123 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

11 open-market trades by officers, directors and large owners since October 2021: 9 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 6, 2026POSNER HENRY III10% ownerBuy24,633$6.61$162.9KForm 4
Feb 4, 2026POSNER HENRY III10% ownerBuy575$8.00$4.6KForm 4
Feb 3, 2026POSNER HENRY III10% ownerBuy647$8.00$5.2KForm 4
Feb 2, 2026POSNER HENRY III10% ownerBuy800$7.93$6.3KForm 4
Jan 28, 2026POSNER HENRY III10% ownerBuy2,548$8.41$21.4KForm 4
Jan 15, 2026POSNER HENRY III10% ownerBuy1,497$7.75$11.6KForm 4
Jan 15, 2026POSNER HENRY III10% ownerBuy1,497$7.75$11.6KForm 4
Jan 14, 2026POSNER HENRY III10% ownerBuy3,300$7.10$23.4KForm 4
Jan 14, 2026POSNER HENRY III10% ownerBuy3,300$7.10$23.4KForm 4
Oct 26, 2021WENGER VIRGIL EDirectorSale582$51.37$29.9KForm 4
Oct 12, 2021WENGER VIRGIL EDirectorSale418$51.04$21.3KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David H. LesserChairman, CEO, CFO, Secretary and Treasurer60$150.0K54
2025Susan P. HollanderCAO58$66.0K54
2024David H. LesserChairman, CEO, CFO, Secretary and Treasurer60$150.0K54
2024Susan P. HollanderCAO58$66.0K54

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,891$18.2K0.0%New
BlackRock, Inc.1,513$14.6K0.0%New
Vanguard Fiduciary Trust Co1,127$10.8K0.0%New
Morgan Stanley810$7.8K0.0%New
Osaic Holdings, Inc.210$2.0K0.0%New
Tower Research Capital LLC (TRC)87$8370.0%New
Markowski Investments70$6730.0%New
Clearstead Advisors, LLC50$4810.0%New
Wells Fargo & Company/mn0$50.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Power REIT is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPower REIT1
  • CIK0001532619
  • Employer ID (EIN)45-31165726
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address301 Winding Road, Old Bethpage, NY 118041
  • Phone212-750-03731
  • Shares outstanding367,120 as of Aug 6, 202618
  • Public float$2.8M as of Jun 30, 20256
  • AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceNov 7, 20111
  • Filings547 in all: 4 (162), 8-K (162), 10-Q (44), 10-K (15), DEF 14A (15), SCHEDULE 13D/A (15), CORRESP (13), 4/A (11)1
    All 42 form types

    5 (11), UPLOAD (10), SC 13D (9), DEFA14A (8), SC 13G/A (8), DFAN14A (5), EFFECT (5), SC 13G (5), 10-Q/A (4), 3 (4), 424B5 (4), 10-K/A (3), S-3 (3), SCHEDULE 13D (3), 424B3 (2), 8-K/A (2), CERTNYS (2), PRE 14A (2), PREC14A (2), S-4/A (2), SC 13D/A (2), SCHEDULE 13G (2), 8-A12B (1), 8-K12G3 (1), ARS (1), DEFC14A (1), DEFR14A (1), NT 10-K (1), PRRN14A (1), S-11 (1), S-11/A (1), S-3/A (1), S-4 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Sep 23, 2026
    Latest 8-K (8-K) Sep 14, 2026

Securities registered for trading

ClassSymbolExchange
Common SharesPWNYSE American, LLC
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per SharePW.ANYSE American, LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Power REIT names in Item 1A of its 10-K filed Mar 31, 2026: 75 risks under these headings, as written.6

  • 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 may need to raise additional capital or sell additional properties to fund our operations in order to continue as a going concern.
  • If our acquisitions or our overall business performance fail to meet expectations, we could be restricted from paying dividends to shareholders and default on our loans, which are secured by collateral in our properties and assets.
  • We have substantial debt and preferred shares outstanding with substantial liquidation preference. These obligations limit our financial flexibility. If we are unable to satisfy these obligations, we might default on our debt and our financial condition and results of operations would be adversely affected.
  • If we are unable to comply with the covenants in our loan agreements, we might be adversely affected.
  • 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 are in arrears on property taxes for certain of the Greenhouse Portfolio properties, which exposes us to the possibility of foreclosure.
  • Risks Related to our Operations
  • Changes in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.
  • 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.
  • 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
The other 65 risks
  • Our greenhouse tenants may be unable to renew or maintain their licenses and authorizations for their cannabis operations, which may result in such tenants not being able to operate their businesses and defaulting on their lease payments.
  • 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.
  • Our business strategy includes growth plans. Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth or investments effectively.
  • Even if we are able to execute our business strategy, that strategy may not be successful.
  • We operate in a highly competitive market for investment opportunities and we may be unable to identify and complete acquisitions of real property assets.
  • We acquired some of our properties, and expect to acquire other properties, “as-is” or otherwise with limited recourse to the prior owner, which significantly increases the risk of an investment.
  • 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.
  • The investment portfolio is, and in the future may continue to be, concentrated in its exposure to a relatively few numbers of investments, industries and lessees.
  • Our property portfolio has a high concentration of properties located in certain states.
  • Our operating results may be negatively affected by potential development and construction delays and cost overruns.
  • A failure to maintain properties can lead to deterioration of value.
  • We may not be able to timely sell our cannabis-related properties at attractive values, or at all, and the transition could adversely affect our results and financial condition.
  • A perceived difficulty of operating special purpose properties may affect profitably and property values.
  • The valuation and accounting treatment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, could result in future asset impairments, which would be recorded as operating losses.
  • 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.
  • Many factors, including changes in interest rates and the negative perceptions of the cannabis sector generally, can have an adverse effect on the value of our assets, our access to debt financing and the trading price of our securities.
  • Individual taxpayers might perceive REIT securities as less desirable relative to the securities of other corporations because of the lower tax rate on certain dividends from such corporations to the extent we pay dividends in the future, which might have an adverse effect on the market value of our securities.
  • The issuance of securities with claims that are senior to those of our common shares, including our Series A Preferred Stock, may limit or prevent us from paying dividends on our common shares. There is no limitation on our ability to issue securities senior to the Trust’s common shares or incur indebtedness.
  • We are dependent upon Mr. David H. Lesser for our success.
  • 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.
  • 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.
  • Some losses related to our real property assets may not be covered by insurance or indemnified by our lessees, and so could adversely affect us.
  • Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.
  • Legislative, regulatory, accounting or tax rules, and any changes to them or actions brought to enforce them, could adversely affect us.
  • Our quarterly results may fluctuate.
  • We may not be able to sell our real property assets when we desire. In particular, in order to maintain our status as a REIT, we may be forced to borrow funds or sell assets during unfavorable market conditions.
  • If an investment that was initially believed to be a real property asset is later deemed not to have been a real property asset at the time of investment, we could lose our status as a REIT or be precluded from investing according to our current business plan.
  • 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.
  • If we are deemed to be subject to Section 280E of the Code because of the business activities of our tenants, the resulting disallowance of tax deductions could cause us to incur U.S. federal income tax and jeopardize our REIT status.
  • Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on the price of our securities.
  • Net leases may not result in fair market lease rates over time.
  • If a sale-leaseback transaction is recharacterized in a lessee’s bankruptcy proceeding, our financial condition could be adversely affected.
  • Provisions of the Maryland General Corporation Law and our Declaration of Trust and Bylaws could deter takeover attempts and have an adverse impact on the price of our common shares.
  • Our business and operations would suffer in the event of system failures.
  • We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
  • We have identified material weaknesses in our internal controls, and we cannot provide assurances that these material weaknesses will be effectively remediated or that additional weaknesses will not occur in the future.
  • As a result of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, security holders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares.
  • 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 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 focus on non-traditional real estate asset classes including CEA, alternative energy and transportation infrastructure sectors will subject us to more risks than if we were broadly diversified to include other asset classes.
  • Renewable energy resources are complex, and our investments in them rely on long-term projections of resource and equipment availability and capital and operating costs; if our or our lessees’ projections are incorrect, we may suffer losses.
  • Infrastructure assets may be subject to the risk of fluctuations in commodity prices and in the supply of and demand for infrastructure consumption.
  • Infrastructure investments are subject to obsolescence risks.
  • Renewable energy investments may be adversely affected by variations in weather patterns.
  • Investments in renewable energy may be dependent on equipment or manufacturers that have limited operating histories or financial or other challenges.
  • Our portfolio of marketable securities, is subject to market, interest and credit risk that may reduce its value.
  • Risks Related to our Securities
  • There is a 9.9% limit on the amount of our equity securities that any one person or entity may own.
  • We cannot assure you that our common shares and our Series A Preferred Stock will remain listed on the NYSE American.
  • Low trading volumes in the Trust’s listed securities may adversely affect holders’ ability to resell their securities at prices that are attractive, or at all.
  • Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common shares could incur substantial losses.
  • Our ability to issue preferred stock in the future could adversely affect the rights of existing holders of our equity securities.
  • The issuance of additional equity securities may dilute existing equity holders.
  • Our Series A Preferred Stock has not been rated and is junior to our existing and future debt, and the interests of holders of Series A Preferred Stock could be diluted by the issuance of additional parity-preferred securities and by other transactions.
  • Holders of Series A Preferred Stock have limited voting rights.
  • Dividends on our Series A Preferred Stock can be suspended and not paid on a current basis.
  • 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.
  • The change of control conversion and delisting conversion features of our Series A Preferred Stock may not adequately compensate a holder of such securities upon a Change of Control or Delisting Event (as such terms as defined in regard to our Series A Preferred Stock), and the change of control conversion, delisting conversion and redemption features of our Series A Preferred Stock may make it more difficult for a party to take over our trust or may discourage a party from taking over our trust.
  • Ownership limitations may restrict change in control or business combination opportunities in which our stockholders might receive a premium for their shares.
  • Our Series A Preferred Stock is subject to interest rate risk.
  • Inflation may negatively affect the value of our Series A Preferred Stock and the dividends we pay.
  • Risks Related to Regulation
  • The U.S. federal government’s approach towards cannabis laws may be subject to change or may not proceed as previously outlined.
  • 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.
  • We may be subject to anti-money laundering laws and regulations in the United States.
  • Litigation, complaints, enforcement actions and governmental inquiries could have a material adverse effect on our business, financial condition and results of operations.

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. 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. In general, litigation claims can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. It is not possible to predict the final resolution of the current litigation to which we are party to, and the impact of certain of these matters on our business, results of operations, and financial condition could be material. Regardless of the outcome, litigation has adversely impacted our business because of defense costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.6

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