UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-36312

(Commission file number)

POWER REIT

(Exact name of registrant as specified in its charter)

Maryland		45-3116572
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, NY		11804
(Address of principal executive offices)		(Zip Code)

(212) 750-0371

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	PW	NYSE American, LLC

7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share	PW.A	NYSE American, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

3,~~389~~672,~~661~~274 common shares, $0.001 par value, outstanding at ~~October~~May 2213, ~~2025~~2026.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION		3
Item 1 – Financial Statements (Unaudited)		3
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	4
	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	5
	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		2219
Item 3 – Quantitative and Qualitative Disclosures About Market Risk		2826
Item 4 – Controls and Procedures		2826
PART II – OTHER INFORMATION		2927
	Item 1 – Legal Proceedings	2927
	Item 1A – Risk Factors	3027
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3231
	Item 3 – Defaults Upon Senior Securities	3331
	Item 4 – Mine Safety Disclosures	3331
	Item 5 – Other Information	3331
	Item 6 – Exhibits	3331
SIGNATURE		3432

POWER REIT AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
ASSETS
Land	$	4,~~730~~630,~~741~~271		$	4,~~751~~630,~~010~~271
Greenhouse cultivation and processing facilities, net of accumulated depreciation		1713,~~143,564~~859			1724,~~189,195~~226
Net investment in direct financing lease - railroad		9,150,000			9,150,000
Total real estate assets		1514,~~024~~494,~~305~~130			1514,~~090~~504,~~205~~497
Cash and cash equivalents		12,~~993~~036,~~495~~085			2,~~194~~235,~~502~~306
Restricted cash		-			37,084
Prepaid expenses and deposits		143,731			131,967
Prepaid expenses and deposits		230,850			207,177
Intangible lease asset, net of accumulated amortization		1,992,573			2,049,445
Intangible lease asset, net of accumulated amortization		2,106,317			2,276,933
Deferred rent receivable		529,072			328,293
Deferred rent receivable		324,107			338,106
Mortgage loan receivables		952,431			981,035
Mortgage loan		1,604,265			1,602,000
Assets held for sale		5,580,403			6,382,856
Assets held for sale		6,406,602			24,335,236
Other assets		274,722			310,376
Other assets		265,716			21,395
TOTAL ASSETS	$	26,003,147		$	26,923,775
TOTAL ASSETS	$	27,955,657		$	46,102,638
LIABILITIES AND EQUITY
Accounts payable	$	~~226~~291,~~405~~803		$	~~173~~216,~~700~~768
Accrued expenses		~~192~~185,~~299~~698			~~166~~188,~~320~~812
Other liabilities		8,177			-
Liabilities held for sale		1,382,742			1,407,880
Liabilities held for sale		1,260,393			1,599,477
Current portion of long-term debt, net of unamortized discount		769,574			759,821
Current portion of long-term debt, net of unamortized discount		750,231			17,445,220
Long-term debt, net of unamortized discount		19,119,510			19,213,071
Long-term debt, net of unamortized discount		19,299,760			19,965,043
TOTAL LIABILITIES		21,749,327			21,786,352
TOTAL LIABILITIES		21,737,265			39,349,760
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of September 30, 2025 and December 31, 2024)		8,489,952			8,489,952
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of March 31, 2026 and December 31, 2025)		8,489,952			8,489,952
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of September 30, 2025 and December 31, 2024)		3,389			3,389
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,672,274 and 3,661,493 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)		3,672			3,661
Additional paid-in capital		48,~~282~~537,~~362~~213			4748,~~948~~527,~~200~~555
Accumulated deficit		(5052,~~557~~777,~~311~~017	)		(4951,~~688~~883,~~663~~745	)
Total Equity		64,~~218~~253,~~392~~820			65,~~752~~137,~~878~~423
TOTAL LIABILITIES AND EQUITY	$	2726,~~955~~003,~~657~~147		$	4626,~~102~~923,~~638~~775

The accompanying notes are an integral part of these unaudited consolidated financial statements.

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
REVENUE
Lease income from direct financing lease – railroad	$	228,750		$	228,750		$	~~686,250~~		$	~~686,250~~
Rental income		~~245~~215,~~729~~679			~~353~~210,~~504~~779			~~692,647~~			~~843,922~~
Rental income - related parties		-			785,000			-			785,000
Other income		36,007			46,265
Other income		38,631			58,858			126,790			164,901
TOTAL REVENUE		480,436			485,794
TOTAL REVENUE		513,110			1,426,112			1,505,687			2,480,073
EXPENSES
EXPENSES
Amortization of intangible assets		56,872			56,872
Amortization of intangible assets		56,872			56,872			170,616			170,616
General and administrative		206,061			326,928
General and administrative		265,998			338,008			934,299			1,151,135
Property expenses and taxes		82,440			484,426
Property expenses		100,324			493,501			834,952			1,407,198
Depreciation expense		10,866			2,702
Depreciation expense		13,812			145,587			36,797			817,194
Impairment expense		247,353			-
Impairment expense		31,804			195,403			45,404			18,194,384
Interest expense		241,849			998,908
Interest expense		244,660			872,460			1,815,337			3,031,826
TOTAL EXPENSES		845,441			1,869,836
TOTAL EXPENSES		713,470			2,101,831			3,837,405			24,772,353
OTHER EXPENSE
OTHER INCOME (EXPENSE)
Loss on sale of properties		(493,890	)		-
Gain (Loss) on sale of properties		-			-			(7,628	)		394,394
Unrealized loss on marketable securities		(34,377	)		(29,070	)
Gain on extinguishment of debt		-			-			1,092,670			-
TOTAL OTHER EXPENSE		(528,267	)		(29,070	)
Unrealized gain on marketable securities		46,412			-			529			-
NET LOSS		(893,272	)		(1,413,112	)
Realized gain on marketable securities		377,499			-			377,499			-
Preferred Stock Dividends		(163,207	)		(163,207	)
Forgiveness of accounts payable		-			350,704			-			350,704
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,056,479	)	$	(1,576,319	)
TOTAL OTHER INCOME		423,911			350,704			1,463,070			745,098
Loss Per Common Share:
NET INCOME (LOSS)		223,551			(325,015	)		(868,648	)		(21,547,182	)
Basic	$	(0.29	)	$	(0.47	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Diluted		(0.29	)		(0.47	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	60,344		$	(488,222	)	$	(1,358,269	)	$	(22,036,803	)
Weighted Average Number of Shares Outstanding:
Income (Loss) Per Common Share:
Basic		3,672,274			3,389,661
Basic	$	0.02		$	(0.14	)	$	(0.40	)	$	(6.50	)
Diluted		3,672,274			3,389,661
Diluted		0.02			(0.14	)		(0.40	)		(6.50	)
Cash dividend per Series A Preferred Share:	$	-		$	-
Weighted Average Number of Shares Outstanding:
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48
Basic		3,389,661			3,389,661			3,389,661			3,389,661
Diluted		3,389,661			3,389,661			3,389,661			3,389,661
Cash dividend per Series A Preferred Share:	$	-		$	-		$	-		$	-
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48			1.45			1.45

The accompanying notes are an integral part of these unaudited consolidated financial statements.

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the ~~Three~~Quarters ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00				Common Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2025		336,944	$	8,489,952		3,661,493	$	3,661	$	48,527,555	$	(51,883,745	)	$	5,137,423
Net Loss		-		-		-		-		-		(893,272	)		(893,272	)
Issuance of Common Shares for Cash, net of Stock Issuance Costs		-		-		10,781		11		9,658		-			9,669
Stock-Based Compensation		-		-		-		-		-		-			-
Balance at March 31, 2026		336,944	$	8,489,952		3,672,274	$	3,672	$	48,537,213	$	(52,777,017	)	$	4,253,820
Balance at December 31, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,948,200	$	(49,688,663	)	$	6,752,878
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,948,200	$	(49,688,663	)	$	6,752,878
Net Loss		-		-		-		-		-		(1,413,112	)		(1,413,112	)
Stock-Based Compensation		-		-		-		-		143,213		-			143,213
Balance at March 31, 2025		336,944	$	8,489,952		3,389,661	$	3,389	$	48,091,413	$	(51,101,775	)	$	5,482,979
Net Income		-		-		-		-		-		320,913			320,913
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	48,091,413	$	(51,101,775	)	$	5,482,979
Stock-Based Compensation		-		-		-		-		143,211		-			143,211
Balance at June 30, 2025		336,944	$	8,489,952		3,389,661	$	3,389	$	48,234,624	$	(50,780,862	)	$	5,947,103
Net Income		-		-		-		-		-		223,551			223,551
Stock-Based Compensation		-		-		-		-		47,738		-			47,738
Balance at September 30, 2025		336,944	$	8,489,952		3,389,661	$	3,389	$	48,282,362	$	(50,557,311	)	$	6,218,392
Balance at December 31, 2023		336,944	$	8,489,952		3,389,661	$	3,389	$	47,254,625	$	(24,977,922	)	$	30,770,044
Net Loss		-		-		-		-		-		(2,076,998	)		(2,076,998	)
Stock-Based Compensation		-		-		-		-		216,475		-			216,475
Balance at March 31, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,471,100	$	(27,054,920	)	$	28,909,521
Net Loss		-		-		-		-		-		(19,145,169	)		(19,145,169	)
Stock-Based Compensation		-		-		-		-		190,676		-			190,676
Balance at June 30, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,661,776	$	(46,200,089	)	$	9,955,028
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,661,776	$	(46,200,089	)	$	9,955,028
Net Loss		-		-		-		-		-		(325,015	)		(325,015	)
Net (Income) Loss		-		-		-		-		-		(325,015	)		(325,015	)
Stock-Based Compensation		-		-		-		-		143,212		-			143,212
Balance at September 30, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,804,988	$	(46,525,104	)	$	9,773,225
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,804,988	$	(46,525,104	)	$	9,773,225

The accompanying notes are an integral part of these unaudited consolidated financial statements.

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	2026			2025
	For the Nine Months ended September 30,
	For the Three Months Ended March 31,
	2025			2024
	2026			2025
Operating activities
Net loss	$	(~~868~~893,~~648~~272	)	$	(211,~~547~~413,~~182~~112	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible lease asset		~~170~~56,~~616~~872			~~170~~56,~~616~~872
Amortization of debt costs		237,~~542~~848			237,~~542~~847
Stock-based compensation		~~334,162~~-			~~550~~143,~~363~~213
Impairment expense		45247,~~404~~353			~~18,194,384~~-
Depreciation		3610,~~797~~866			~~817~~2,~~194~~702
Realized gain on marketable securities		(377,499	)		-
Unrealized gain on marketable securities		34,377			29,069
Unrealized gain on marketable securities		(529	)		-
Loss on sale of property		493,890			-
Loss (gain) on sale of properties		7,628			(394,394	)
Gain on extinguishment of debt		(1,092,670	)		-
Changes in operating assets and liabilities
Deferred rent receivable		13(200,~~999~~779	)		~~107~~49,~~140~~634
Prepaid expenses and deposits		~~412~~(11,~~025~~764	)		~~(307~~218,~~259~~792	)
Other liabilities		(294,521	)		-
Other assets		-			(129,094	)
Accounts payable		14,398			(479,322	)
Other liabilities		-			(118,289	)
Tenant security deposits		-			(924,724	)
Accounts payable		75,035			48,806
Accrued expenses		132,~~374,603~~457			2666,~~717,203~~912
Prepaid rent		-			(33,000	)
Net cash used in operating activities		(147,117	)		(436,648	)
Net cash used in operating activities		(200,693	)		(1,105,439	)
Investing activities
Cash received for sale of properties		~~132,274~~-			~~715~~200,~~642~~000
Investment in marketable securities		365,104			-
Investment of marketable securities		-			(152,740	)
Collection of mortgage loan principal		102,735			200,000
Cash received for mortgage loan receivables		28,604			45,000
Net cash provided by investing activities		~~600~~28,~~113~~604			~~915~~92,~~642~~260
Financing Activities
Proceeds received from debt		~~459,919~~-			-417,912
Principal payment on long-term debt		(900,460	)		(1,519,445	)
Principal payment on debt		(91,653	)		(271,899	)
Cash paid for offering related expenses		(196,970	)		-
Proceeds from stock issuance		10,945			-
Net cash used in financing activities		(637,511	)		(1,519,445	)
Net cash provided by (used in) financing activities		(80,708	)		146,013
Net decrease in cash and cash equivalents and restricted cash		(~~238~~199,~~091~~221	)		(1198,~~709,242~~375	)
Cash and cash equivalents and restricted cash, beginning of period	$	2,~~231~~235,~~586~~306		$	42,~~104~~231,~~884~~586
Cash and cash equivalents and restricted cash, end of period	$	12,~~993~~036,~~495~~085		$	2,~~395~~033,~~642~~211
Supplemental disclosure of cash flow information:
Interest paid	$	~~718~~231,~~378~~001		$	~~751~~242,~~462~~555
Non-cash transactions
Land and greenhouse properties transferred in lieu of debt repayment		17,107,500			-
Accrued interest transferred to loan		-			723,440
Mortgage loan receivables entered into in connection with sale of properties		105,000			1,250,000
Transfer of previously paid S-3 expense from other assets to APIC		1,276			-
Accrued interest and loan expenses transferred to loan		1,078,468			2,801,247
Equipment written off against financing liabilities		53,756			-
Offering related expenses included in accounts payable		34,426			-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1 – GENERAL INFORMATION

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.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Trust, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth herein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year.

These unaudited consolidated financial statements should be read in conjunction with the Trust’s audited consolidated financial statements and notes included in its latest Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 filed with the SEC on March 31, ~~2025~~2026.

The Trust is structured as a holding company and owns its assets through ~~nineteen~~seventeen direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of ~~September~~March 3031, ~~2025~~2026 the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary ~~Pittsburgh~~ 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~~77 acres of land with approximately ~~357~~330,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Trust did not declare a quarterly dividend of approximately $~~490~~163,000 ($0.484375 per share per quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

On ~~June~~February 911, ~~2025 a wholly owned subsidiary of Power REIT~~2026, the PW CO CanRE MFMav 14 LLC, ~~sold~~(“Mav a14”) ~~cannabis related greenhouse cultivation~~ property ~~located in Ordway, Colorado. The property~~ was ~~described~~sold inat ~~prior filings as Tam 13 and was vacant~~action. ~~The~~As ~~purchaser~~part ~~was an unaffiliated third party who had previously acquired two adjacent properties from subsidiaries~~ of the ~~Trust~~sale, ~~and~~ the ~~price~~Trust ~~was established based on an arm’s~~wrote ~~length~~off ~~negotiation.~~accrued ~~The~~property ~~sale~~tax ~~price~~of ~~was~~approximately $~~125~~61,000 and ~~the~~recognized ~~subsidiary~~a oftotal ~~the~~loss ~~Trust~~of ~~provided~~approximately $~~105~~494,000 ~~of seller financing which amortizes over a 60-month period at an interest rate of 11% per annum~~. ~~There was a nominal loss on sale based on previous impairments.~~

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 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 a loan previously secured by the Trust’s Greenhouse Portfolio (“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.

The Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. As of December 31, 2024, the last tax return completed to date, the Trust has a federal net operating loss of $41.0 million, which may reduce or eliminate this requirement.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

The Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Power REIT places its cash and cash equivalents with high-credit quality financial institutions;. ~~however~~At times, ~~amounts~~the ~~are~~Trust’s ~~not~~deposits ~~insured~~may orexceed ~~guaranteed~~Federal Deposit byInsurance ~~the~~ Corporation (FDIC.) ~~Amounts~~coverage ~~previously~~limits ~~included~~which inare ~~restricted~~currently ~~cash~~set ~~represented~~at ~~funds~~$250,000 ~~held~~per bydepositor. ~~the~~The Trust ~~related~~has tonot ~~debt service payment reserves required~~experienced byany ~~the~~losses ~~lender~~from ofmaintaining ~~the~~cash ~~Greenhouse~~accounts ~~Loan but since that obligation was satisfied~~ in ~~April,~~excess ~~2025, the restricted cash as~~ of ~~September~~federally ~~30, 2025~~insured ~~is $0~~limits.

The following table provides a reconciliation of the Trust’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Trust’s accompanying Consolidated Statements of Cash Flow:7

SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOW

	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	1,993,495	$	2,194,502
Restricted cash		-		37,084
Cash and cash equivalents and restricted cash	$	1,993,495	$	2,231,586

Stock Based Compensation Accounting Policy

The Trust records all equity-based incentive grants to officers and non-employee members of the Trust’s Board of Trustees in general and administrative expenses in the Trust’s Consolidated Statement of Operations based on their fair value determined on the date of grant. Share-based compensation expense is recognized on a straight-line basis over the vesting term of the outstanding equity awards.

Basis of Presentation

These unaudited consolidated financial statements have been prepared in accordance with GAAP.

Principles of Consolidation

The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation.

~~Income (Loss)~~Use ~~per~~of ~~Common Share~~Estimates

~~Basic net~~The ~~income~~preparation ~~(loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number~~ of ~~common~~financial ~~shares~~statements ~~outstanding.~~in ~~Diluted net income (loss) per common share is computed similar to basic net loss per~~conformity ~~common~~with ~~share~~GAAP ~~except~~requires ~~that~~management ~~the denominator is increased~~ to ~~include~~make ~~the~~estimates ~~number~~and ofassumptions ~~additional common shares~~ that ~~would~~affect ~~have~~certain ~~been outstanding~~reported ifamounts ~~the potential common shares had been issued~~ and ~~if the additional common shares were dilutive~~disclosures. ~~The dilutive effect of the Trust’s options is computed using the treasury stock method. As of September 30~~Accordingly, ~~2025 and December 31, 2024 the total~~actual ~~number~~results ofcould ~~common~~differ ~~stock~~from ~~equivalents~~those ~~was 187,500 and 192,778, respectively, composed of stock options~~estimates.

8Loss per Common Share

~~The~~Basic ~~following~~net ~~table~~loss ~~sets~~per ~~forth~~common share is computed by dividing net loss available to common shareholders by the ~~computation~~weighted average number of ~~basic~~common shares ~~and~~outstanding. ~~diluted~~Diluted ~~income~~net (loss) per ~~Share:~~common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method. As of each of March 31, 2026 and December 31, 2025, the total number of common stock equivalents was 187,500, composed entirely of stock options.

~~SCHEDULE~~The following OFtable ~~COMPUTATION~~sets OFforth ~~BASIC~~the ~~AND~~computation ~~DILUTED~~of ~~INCOME~~basic ~~(LOSS)~~and ~~PER~~diluted ~~COMMON~~loss ~~SHARE~~per common share:

	2025			2024			2025			2024
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Numerator:
Net income (loss)	$	223,551		$	(325,015	)	$	(868,648	)	$	(21,547,182	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Numerator for basic and diluted EPS - income (loss) available to common shareholders	$	60,344		$	(488,222	)	$	(1,358,269	)	$	(22,036,803	)
Denominator:
Denominator for basic and diluted EPS - Weighted average shares		3,389,661			3,389,661			3,389,661			3,389,661
Basic and diluted income (loss) per common share	$	0.02		$	(0.14	)	$	(0.40	)	$	(6.50	)

	2026			2025
	Three Months Ended
	March 31,
	2026			2025

Numerator:

Net loss	$	(893,272	)	$	(1,413,112	)
Preferred Stock Dividends		(163,207	)		(163,207	)
Numerator for basic and diluted EPS - loss available to common shareholders	$	(1,056,479	)	$	(1,576,319	)

Denominator:
Denominator for basic and diluted EPS - Weighted average shares		3,672,274			3,389,661

Basic and diluted loss per common share	$	(0.29	)	$	(0.47	)

Real Estate Assets and Depreciation of Investment in Real Estate

The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~ 2026 and ~~2024~~2025, there were no acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the ~~Trust~~ Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of of the respective property, its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and ~~leasing~~ leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows:

●

Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land.

	●	Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also evaluates the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements.

	●	Lease Intangibles – The Trust recognizes lease intangibles when there’s an existing lease assumed with the property acquisitions. In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease. The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases.

		Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases.

	●	Construction in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified as an improvement. The value of CIP is based on actual costs incurred.

Depreciation

Depreciation is computed using the straight-line method over the estimated useful lives of 20 years for greenhouses, 10 years for the MIP, 39 years for auxiliary buildings, except for PW CA Canndescent, LLC for which it was determined that the buildings have a useful life of 37 years. For the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, approximately $14,000 and $146,000 depreciation expense was recorded, respectively. For the nine months ended September 30,~~ 2025 ~~and 2024~~, approximately $3711,000 and $~~817~~3,000 depreciation expense was recorded, respectively.

Assets Held for Sale

Assets held for sale are measured at the lower of their carrying amount or estimated fair value less cost to sell. As of ~~September~~March 3031, ~~2025 and~~2026 and December 31, ~~2024~~2025, the Trust has several properties that are considered assets held for sale. See Note 7 for discussion of its assets held for sale.

Impairment of Long-Lived Assets

Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” A property to be held and used is considered impaired only if management’s estimate of the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property. This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.

If there is a triggering event in relation to a property to be held and used, the Trust will estimate the aggregate future cash flows, less estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated.

The determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether the effects could materially affect the Trust’s net income. To the extent estimated undiscounted cash flows are less than the carrying value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the property.

10While the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, listing prices, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to an estimate of fair value. In estimating fair value, if appraisal reports are available, the Trust uses the sales comparable approach methodology where applicable within appraisal reports; when appraisal reports are not available, the Trust uses opinions of value from brokers involved with listing properties for sale and other market value information available to it. The Trust will record an impairment charge if it believes that there is other than a temporary decline in market value below the carrying value of the investment. During the three months ended March 31, 2026 and 2025, an impairment charge was expensed in the amount of approximately $247,000 and $0, respectively

While the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, listing prices, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to an estimate of fair value. In estimating fair value, if appraisal reports are available, the Trust uses the sales comparable approach methodology where applicable within appraisal reports; when appraisal reports are not available, the Trust uses opinions of value from brokers involved with listing properties for sale and other market value information available to it. The Trust will record an impairment charge if it believes that there is other than a temporary decline in market value below the carrying value of the investment. During the three months ended September 30, 2025 and 2024, an impairment charge of approximately $32,000 and $195,000, respectively was expensed. During the nine months ended September 30, 2025 and 2024, an impairment charge was expensed in the amount of approximately $45,000 and $18,194,000, respectively, of which approximately $13,209,000 was for the Michigan and Nebraska properties that are no longer owned by the Trust.

Any decline in the estimated fair values of the Trust’s assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material.

Revenue Recognition

The Railroad Lease (“P&WV Lease”) is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received.

Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Trust did not write off any straight-line rent receivable against rental income. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial statements ~~unless~~ unless paid by the Trust.

~~Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis.~~10

The following table provides the breakdown of rental income recognition (not including the direct finance lease):

	2025		2024		2025		2024
	2026		2025
	Three Months Ended				~~Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2025		2024		2025		2024
	2026		2025
Straight-Line Rent	$	200,779	$	200,~~780~~779	$	~~602,337~~	$	~~602,338~~
Cash Basis Rent		4414,~~950~~900		1310,000		~~90,310~~		~~101,860~~
Security Deposit Recognized as Rental Income		-		924,724		-		924,724
Rental income	$	215,679	$	210,779
Rental income	$	245,729	$	1,138,504	$	692,647	$	1,628,922

Deferred rent receivable as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 is approximately $~~324~~529,000 and $~~338~~328,000, respectively.

Intangibles

A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) has been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $4,714,000, which is amortized over a 20.7-year period. For each of the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, approximately $57,000 of the intangibles was amortized. ~~For each of the nine months ended September 30, 2025 and 2024, approximately $171,000 of the intangibles was amortized.~~

Intangible Assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for Intangible Assets for the three ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

The following table provides a summary of the Intangible Assets:

SCHEDULE OF INTANGIBLE ASSETS

			Accumulated Amortization		Accumulated Amortization
	For the Years Ended December 31,
	Cost		Through 12/31/24		Through 9/30/2025		Net Book Value
				Accumulated Amortization		Accumulated Amortization
Asset Intangibles - PWRS	$	4,713,548	$	2,436,615	$	170,616	$	2,106,317
		Cost		Through 12/31/25		Through 3/31/2026		Net Book Value
Asset Intangibles - PWRS	$	4,713,548	$	2,664,103	$	56,872	$	1,992,573

The following table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ending December 31:

2025 (Three months remaining)	$	56,872
2026 (9 month remaining)	$	170,616
2026	$	227,488
2027	$	227,488
2028	$	227,488
2029	$	227,488
Thereafter	$	1,139,493
2030	$	227,488
Total	$	2,106,317
Thereafter	$	912,005
Total	$	1,992,573

Net Investment in Direct Financing Lease – Railroad

P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $9,150,000, assuming an implicit interest rate of 10%.

Fair Value

Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

	○	Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds.

	○	Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities.

	○	Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk.

The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of ~~September~~March 3031, ~~2025,~~2026 ~~the~~and ~~Trust owns publicly traded REIT securities with a fair market value of approximately $23,000, based on the September 30, 2025 closing prices. As of~~ December 31, ~~2024~~2025, the Trust ~~owned~~ ~~publicly~~owns publicly traded REIT securities with a fair market value of ~~approximately~~$52,160 and $1086,~~000~~537, respectively, based on the ~~December~~closing ~~31,~~prices ~~2024~~of ~~closing~~those ~~prices~~dates.

Mortgage Loan Receivables

On October 30, 2023, PW ME CanRE SD LLC (“PW SD”) provided seller financing in connection with the sale of the two Maine properties in the form of an $850,000 note with an 8.5% interest rate that ~~will~~accrues ~~accrue~~ until maturity on October 30, 2025 and a default rate of 18%, thereafter. The note is secured by a second mortgage on the property and certain corporate and personal guarantees. On December 10, 2024, the property owner sold one of the two properties, and PW SD received a payment in the amount of $253,000 which paid down the note to a balance of $597,000. The net note payment was paid to the lender of the Greenhouse Loan. PWAs SDof ~~assessed~~ the ~~collectability~~date ~~and deemed no allowance was needed as~~ of ~~September~~ 30the filing, ~~2025. The principal balance of~~ the note ~~was~~is in ~~$597,000~~default asand ofPW ~~September~~SD ~~30,~~is ~~2025~~pursuing ~~and~~collection ~~December 31, 2024~~efforts.

On January 6, 2024, PW CO CanRE Sherman 6 LLC (“PW Sherman”) provided seller financing in conjunction with selling the Sherman 6 and Tamarack 14 properties in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity. The seller financing had a three-year maturity with a fixed amortization schedule of $40,000 for the first month 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. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the balance of the loan was approximately $~~908~~860,000 ~~and~~ and $1884,~~005,~~000 respectively. On June 9, 2025, PW Sherman agreed to modify the terms of the note whereby payments are based on a ~~five5~~5five-year amortization schedule at an 11% per annum interest rate and with a balloon payment for the balance due on May 1, 2030. ~~PW Sherman assessed the collectivity and deemed no allowance was needed as of September 30, 2025.~~

On June 9, 2025, PW Sherman provided seller financing in conjunction with selling the Tamarack 13 property in the amount of $105,000 with an 11% per annum interest rate until maturity. The seller financing has a five-year maturity and fully amortizes over the life of the note with fixed monthly payments of $2,283 per month. The note is secured by a first mortgage on the property and a personal guarantee of the owner of the entity which purchased the property. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the balance of the loan is approximately $9993,~~645~~000 and $097,000, respectively. ~~PW Sherman assessed the collectivity and deemed no allowance is needed as of September 30, 2025.~~

After reviewing the collectivity for mortgage loan receivables, the Trust recorded an allowance for receivable of approximately $0.6 million during the year ended December 31, 2025. There was no allowance for receivables for the three months ended March 31, 2026 or March 31, 2025.

Other Income

Other income included in total revenue for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 is approximately $3836,000 and $5946,000, respectively ~~consisting of interest income. Other income included in Total Revenue for the nine months ended September 30~~, ~~2025 and 2024 is approximately~~ ~~$126,000 and $165,000, respectively,~~ consisting of interest income.

Other Assets

Other assets as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 is approximately $~~266~~274,000 and $21310,000 respectively. Other assets as of ~~September 30~~March 31, ~~2025~~ 2026 primarily consists of approximately $2252,000 of fair market value of ~~preferred~~securities ~~shares~~ of a publicly traded REIT and approximately $~~231~~211,000 of prepaid expenses related to the filing of an S-3 Registration Statement with the SEC and associated offering related expenses. Other assets as of December 31, 2025 primarily consist of approximately $86,000 of fair market value of securities of a publicly traded REIT and approximately $212,000 of prepaid expenses related to the filing of an S-3 Registration Statement with the SEC.

Interest Expense

Interest expense for the three months ended ~~September~~March 3031, ~~2025~~2026 related to the PW PWV Loan (defined below), and the 2015 PWRS Loan (defined below) ~~and~~ ~~the Greenhouse Loan~~ was approximately $~~169~~168,000, ~~$75,000~~ and $074,000, respectively, compared to ~~approximately~~interest ~~$172,000,~~expense ~~$81,000 and $619,000, respectively,~~ for the three months ended ~~September~~March 3031, ~~2024.~~2025 ~~Interest~~that ~~expense~~was ~~for~~approximately $171,000, ~~the~~$79,000 ~~nine~~and ~~months ended September 30~~$749,000 ~~2025~~ related to the PW PWV Loan, the 2015 PWRS Loan and the Greenhouse Loan that was ~~approximately~~resolved ~~$510,000,~~on ~~$232,000~~April ~~and $1~~11,~~070,000, respectively, compared~~ ~~to approximately $518~~2025,~~000,~~ ~~$249,000 and $2,248,000,~~ respectively~~, for the nine months ended September 30, 2024.~~

General and Administrative Expenses

General and Administrative Expense for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 is approximately $~~266~~206,000 and $~~338~~327,000, respectively, ~~which~~ which includes a non-cash share-based compensation expense of approximately $~~48,000~~0 and $143,000, respectively. General and Administrative Expense for the nine months ended September 30, 2025 and 2024 is approximately $934,000 and $1,151,000, respectively, which includes a non-cash share-based compensation expense of approximately $334,000 and $550,000, respectively.

Preferred Stock

As of ~~September~~March 3031, ~~2025~~2026, the Trust has issued approximately $8.5 million of its Series A Preferred Stock. The shares of Series A Preferred Stock have no stated maturity, are not currently subject to any sinking fund or mandatory redemption and will remain outstanding ~~indefinitely~~ indefinitely unless they are redeemed, repurchased or converted.

Property Expenses and Taxes

Property expenses and taxes for the three months ended March 31, 2026 and 2025 is approximately $82,000 and $484,000, respectively.

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

Impact of New Accounting Pronouncements

The Trust has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a significant effect on the Trust’s financial statements.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures about the nature of expenses in commonly presented financial statement captions. ASU 2024-03 is effective for all public business entities for annual reporting periods beginning after December 15, 2026, on either a prospective or retrospective basis. Early adoption is permitted. The Trust is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

~~3 – GOING CONCERN~~ 13

3 – LIQUIDITY AND CAPITAL RESOURCE

The Trust’s objectives when managing its capital are to seek to ensure that there are adequate capital resources to safeguard the Trust’s ability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it can continue to provide returns to shareholders. The Trust’s management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued.

As of ~~December~~March 31, ~~2024~~2026, the Trust had incurred recurring losses from operations and negative operating cash flows ~~and had current liabilities that were in excess of current assets~~. However, ~~management has developed and is implementing a plan intended improve liquidity and fund the~~ Trust’s ~~ongoing operations. The plan included a transaction related to the resolution of the Greenhouse Loan. The Trust~~ believes that, based on its current forecasts, its cash on hand, together with cash flow from operations ~~and potential borrowings through either equity raises or debt issuances~~, should be sufficient to fund the Trust’s capital requirements for at least the next twelve ~~months~~ months from the issuance date of its consolidated financial statements. ~~However,~~The ~~the~~ Trust can make no assurance regarding its ability to achieve its forecasts, which are materially dependent on the Trust’s financial performance and the ever-changing market.

On a consolidated basis, the Trust’s cash, ~~cash equivalents~~ and ~~restricted~~ cash equivalents totaled $12,~~993~~036,~~495~~085 as of ~~September~~March 3031, ~~2025~~2026, a decrease of $~~238~~199,~~091~~221 from December 31, ~~2024~~2025. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties, general and administrative expenses and paydown of the indebtedness.

The Trust intends to continue to focus on maximizing the value of the greenhouse properties. This will include entering into new leases and selling properties based on market conditions. The Trust will also continue to focus on improving cash collections from existing tenants. In addition, the Trust is exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value. The Trust may also 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.

Power REIT’s cash outlays at the parent company level consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs and general and administrative expenses. The Trust’s cash outlays related to its various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent the Trust needs to raise additional capital to meet its obligations, there can be no assurance that financing on favorable terms will be available when needed. If the Trust is unable to sell certain assets when anticipated at prices anticipated, the Trust may not have sufficient cash to fund operations and commitments.

4 – DISPOSITIONS

2026 Dispositions

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

2025 Dispositions

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. 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. There was an approximately $8,000 loss on sale based on previous impairments taken.

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 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/loss on sale recognized based on previous impairments.

1514

2024 Dispositions

On December 26, 2024, a wholly owned subsidiary of Power REIT, PW CO CanRE JKL LLC, sold its interest in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Sherman 21 and 22 and was vacant and construction was incomplete. 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 loan secured by the greenhouse portfolio and other accrued expenses related to the property. The loss on sale recognized was approximately $147,000.

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. As part of the transaction, the Municipal Debt and the PWSS Term 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 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. 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. 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. 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. 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. 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.

5 – DIRECT FINANCING LEASES AND OPERATING LEASES

Information as Lessor Under ASC Topic 842

To generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 and 99 years. Payments from the Trust’s leases are recognized on a straight-line basis over the terms of the respective leases or on a cash basis for tenants with collectability issues. During the three ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Trust wrote off a net amount of $0 in straight-line rent receivable against rental income. Total revenue from its leases recognized for the three months ended ~~September~~March 3031, ~~2025~~ ~~and~~2026 ~~2024 is approximately $474,000~~ and $1,367,000 (which includes recognition of approximately $925,000 of rental income for non-refundable security deposits related to defaulted leases) respectively. Total revenue from its leases recognized for the nine months ended September 30, 2025 ~~and 2024~~ is approximately $1444,~~379,~~000 and $2439,~~315,~~000 ~~(which includes recognition of approximately $925~~,~~000~~ ~~of rental income for non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured),~~ respectively.

Due to significant price compression in the wholesale cannabis market, the Trust’s cannabis related tenants have experienced severe financial distress. Unfortunately, starting in 2022, collections from the CEA portfolio has diminished to a nominal amount. The ~~Trust is~~following ~~exploring~~table ~~strategic~~provides ~~alternatives with respect to~~ the ~~CEA~~breakdown ~~portfolio~~of ~~and has listed assets for sale.~~revenue:

~~Historically,~~SCHEDULE ~~the~~OF ~~Trust’s~~OPERATING ~~revenue~~LEASE has been concentrated to a relatively limited number of investments, industries and lessees. During the nine months ended September 30, 2025, Power REIT collected approximately 93% of its consolidated revenue from two properties. The tenants were Norfolk Southern Corp (“NSC”) and Regulus Solar, LLC which represent 50% and 43% of consolidated revenue respectively. Comparatively, during the nine months ended September 30, 2024, Power REIT collected approximately 92% of its consolidated revenue from two properties. The tenants were NSC and Regulus Solar, LLC which represent 49% and 43% of consolidated revenue respectively.INCOME

During the three months ended September 30, 2025, Power REIT collected approximately 91% of its consolidated revenue from two properties. The tenants were Norfolk Southern Corp (“NSC”) and Regulus Solar, LLC which represent 48% and 42% of consolidated revenue respectively. Comparatively, during the three months ended September 30, 2024, Power REIT collected approximately 97% of its consolidated revenue from two properties. The concentration percentages do not include the income from the recognition of security deposits related to defaulted leases. The tenants were NSC and Regulus Solar, LLC which represent 52% and 45% of consolidated revenue respectively.

	2026		2025
	Three Months Ended
	March 31,
	2026		2025
Lease income from direct financing lease - Railroad	$	228,750	$	228,750
Rental income from operating lease - Solar farm lease	$	200,779	$	200,779
Rental income from operating lease - Greenhouse - Cannabis lease	$	14,900	$	10,000
Lease income	$	444,429	$	439,529

16Due to significant price compression in the wholesale cannabis market, the Trust’s cannabis related tenants have experienced severe financial distress. Unfortunately, starting in 2022, collections from the CEA portfolio has diminished to a nominal amount. The Trust intends to continue to focus on maximizing the value of the CEA portfolio. This will include entering into new leases and selling properties based on market conditions. The Trust will also continue to focus on improving cash collections from existing tenants. In addition, the Trust is exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

~~The~~Historically, ~~following~~the isTrust’s revenue has been concentrated to a ~~schedule~~relatively bylimited ~~years~~number of ~~minimum~~investments, ~~future~~industries ~~rentals~~and onlessees. ~~non-cancelable~~For ~~operating~~the ~~leases~~three months asended March 31, 2026, Power REIT recognized approximately 96% of ~~September~~its 30rental income and lease income from direct financing lease from two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 45% of rental income and lease income from direct financing lease, respectively. For the three months ended March 31, 2025, ~~for~~Power ~~assets~~REIT collected approximately 98% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway ~~assets~~and ~~held~~Regulus ~~for~~Solar ~~sale~~LLC ~~where~~which ~~revenue~~represented ~~recognition~~52% isand ~~considered~~46% onof arental ~~straight-line~~income ~~basis:~~and lease income from direct financing lease, respectively.

The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of March 31, 2026 for assets and assets held for sale where revenue recognition is considered on a straight-line basis:

	Assets Held for Use		~~Assets Held for Sale~~
2025 (3 months remaining)	$	95,403		-
2026 (9 months remaining)		718,814
2026		820,004		-
2027		828,155
2027		828,155		-
2028		836,388
2028		836,388		-
2029		844,703
2029		844,703		-
2030		853,099
Thereafter		43,~~310~~457,~~559~~460		-
Total	$	7,~~735~~538,~~212~~619	$	-

6 – LONG-TERM DEBT

On ~~December~~November 316, ~~2012~~2015, asPWRS ~~part~~entered ofinto ~~the~~a ~~Salisbury~~loan ~~land~~agreement ~~acquisition,~~(the PW“2015 ~~Salisbury~~PWRS ~~Solar,~~Loan ~~LLC (“PWSS~~Agreement”) ~~assumed~~with ~~existing~~a ~~municipal financing~~certain lender for $10,150,000 (the “~~Municipal~~2015 ~~Debt~~PWRS Loan”). The ~~Municipal~~2015 ~~Debt~~PWRS ~~had~~Loan ais ~~simple~~secured ~~interest~~by ~~rate~~land ofand ~~5.0%~~intangibles ~~per~~owned ~~annum~~by ~~that~~PWRS. isPWRS ~~paid~~issued ~~annually,~~a ~~due on~~note ~~February~~for 1the benefit of ~~each~~the ~~year.~~lender ~~The~~dated ~~balance~~November of6, ~~the~~2015 ~~Municipal~~with ~~Debt~~a asmaturity date of ~~September~~October 3014, ~~2025~~2034 and ~~December~~a ~~31,~~4.34% ~~2024~~interest israte ~~approximately~~per $0annum. OnAs of March 31, 2026 ~~January~~and 30December 31, ~~2024~~2025, the ~~PWSS~~balance ~~property~~of the 2015 PWRS Loan was ~~sold~~approximately $5,972,000 (net of unamortized debt costs of approximately $185,000) and ~~the~~$5,998,000 ~~loan~~(net ~~was~~of ~~paid~~unamortized ~~off~~debt costs of approximately $190,000), respectively.

InOn ~~July~~November ~~2013~~25, ~~PWSS~~2019, ~~borrowed~~Power ~~$750~~REIT,~~000~~ ~~from~~through a ~~regional~~subsidiary, ~~bank~~PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “~~PWSS~~PW PWV ~~Term~~Loan Agreement”) with a certain lender for $15,500,000 (the “PW PWV Loan”). The ~~PWSS~~PW ~~Term~~PWV Loan ~~carries~~is secured by pledge of PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and a ~~fixed~~security interest in a deposit account (the “Deposit ~~rate~~Account”) ofpursuant 5to a Deposit Account Control Agreement, dated November 25, 2019, into which the P&WV rental proceeds are deposited.0% ~~per~~Pursuant ~~annum~~to ~~for~~the aDeposit ~~term~~Account ofControl 10Agreement, ~~years~~P&WV ~~and~~has ~~amortizes~~instructed ~~based~~its onbank to transfer all monies deposited in the Deposit Account to the escrow agent as a ~~20-year~~dividend/distribution ~~principal~~payment ~~amortization~~pursuant ~~schedule~~to the terms of the PW PWV Loan Agreement. The ~~loan~~PW PWV Loan is ~~secured~~evidenced by ~~PWSS’~~ ~~real~~a ~~estate~~note ~~assets~~issued ~~and~~by aPW ~~parent~~PWV ~~guarantee~~for ~~from~~the benefit of the ~~Trust~~lender for $15,500,000, with a fixed interest rate of 4.62% ~~The~~per ~~balance~~annum and fully amortizes over the life of the ~~PWSS~~financing ~~Term~~which matures in 2054. The PW PWV Loan is non-recourse to Power REIT. The balance of the loan as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 iswas approximately $0.13,917,000 On(net ~~January~~of 30approximately $256,000 ~~2024~~of ~~the~~capitalized ~~PWSS~~debt costs) ~~property~~and ~~was~~approximately ~~sold~~$13,974,000 ~~and~~(net ~~the~~of ~~loan~~approximately ~~was~~$258,000 ~~paid~~of ~~off~~capitalized debt costs), respectively.

On November 6, 2015, PWRS entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a certain lender for $10,150,000 (the “2015 PWRS Loan”). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note for the benefit of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate per annum. As of September 30, 2025 and December 31, 2024, the balance of the 2015 PWRS Loan was approximately $6,019,000 (net of unamortized debt costs of approximately $196,000) and $6,944,000 (net of unamortized debt costs of approximately $230,000), respectively.15

OnAs ~~November~~previously 25disclosed, ~~2019,~~a ~~Power~~subsidiary ~~REIT,~~of ~~through~~the aTrust ~~newly~~had ~~formed~~a ~~subsidiary,~~loan PWsecured ~~PWV~~by ~~Holdings~~most ~~LLC~~of ~~(“PW~~the ~~PWV”),~~greenhouse ~~entered~~properties ~~into~~which awas ~~loan~~non-recourse ~~agreement~~to the (Trust and in default and the ~~“PW~~lender ~~PWV~~had ~~Loan~~initiated ~~Agreement”)~~litigation ~~with~~including aforeclosure ~~certain~~actions. ~~lender~~On ~~for~~April ~~$15~~11,~~500~~ 2025,~~000~~ ~~(the~~Power ~~“PW~~REIT ~~PWV~~resolved ~~Loan”).~~issues with ~~The~~its PWlender ~~PWV~~concerning ~~Loan~~the isGreenhouse ~~secured~~ Loan by ~~pledge~~providing deeds-in-lieu of PWforeclosure ~~PWV’s~~for ~~equity~~greenhouse ~~interest~~properties in ~~P&WV,~~Michigan ~~its~~and ~~interest~~Nebraska. In inreturn, the ~~Railroad~~lender ~~Lease~~released ~~and~~the aremaining ~~security~~collateral ~~interest~~back into asubsidiaries ~~deposit~~of ~~account (the~~Power ~~“Deposit~~REIT ~~Account”)~~and ~~pursuant~~released toobligations arelated ~~Deposit~~to ~~Account~~the ~~Control~~Greenhouse Loan. ~~Agreement~~Power ~~dated~~REIT ~~November~~will ~~25,~~seek ~~2019~~to ~~into~~realize ~~which~~value from the ~~P&WV~~retained ~~rental proceeds~~assets ~~are~~by ~~deposited~~leasing and/or selling. ~~Pursuant~~The transaction related to the ~~Deposit~~Greenhouse Loan ~~Account~~resulted ~~Control~~in ~~Agreement,~~the ~~P&WV~~write-off ~~has~~of ~~instructed~~the ~~its~~Nebraska ~~bank~~and toMichigan ~~transfer~~properties, ~~all~~along ~~monies~~with ~~deposited in~~ the ~~Deposit~~remaining ~~Account~~balance toof the ~~escrow~~Greenhouse ~~agent~~Loan. asIt awill also ~~dividend/distribution~~relieve ~~payment~~the ~~pursuant~~ongoing tocosts ~~the~~associated ~~terms~~with ofmaintaining the PWNebraska ~~PWV~~and ~~Loan~~Michigan ~~Agreement~~properties. The PW ~~PWV~~balance ~~Loan~~of isthe ~~evidenced~~Greenhouse byLoan aas of ~~note~~March ~~issued~~31, by2026 PWand ~~PWV~~December ~~for~~31, ~~the~~2025 ~~benefit~~is of$0. During the ~~lender~~three ~~for~~months ~~$15~~ended March 31,~~500,000,~~ ~~with~~2026 aand ~~fixed~~2025, ~~interest~~the ~~rate~~Trust ofrecognized ~~4.62%~~approximately ~~per~~$0 ~~annum~~ and ~~fully~~$289,000, ~~amortizes~~respectively, ~~over~~of ~~the~~late ~~life~~charges, offorbearance ~~the~~fees, ~~financing~~legal ~~which~~fees, ~~matures~~foreclosure infees ~~2054.~~and ~~The~~appraisal PWfees ~~PWV~~which ~~Loan~~ is ~~non-recourse~~included toin interest ~~Power~~expense ~~REIT.~~in ~~The balance~~Consolidated Statements of Operations. During the ~~loan~~three asmonths ofended ~~September~~March 3031, 2025 ~~and December 31~~, ~~2024 was~~ approximately $144,~~031~~132,000 ~~(net~~ of accrued ~~approximately~~loan ~~$260,000~~expenses ofrelated ~~capitalized debt~~to ~~costs)~~the ~~and~~Greenhouse ~~approximately~~Loan ~~$14,198,000~~is ~~(net~~classified ofas ~~approximately~~current ~~$267,000~~portion of ~~capitalized~~long-term debt ~~costs),~~on ~~respectively~~the Balance Sheet.

17The amount of principal payments remaining on Power REIT’s debt as of March 31, 2026 is as follows:

As previously disclosed, a subsidiary of the Trust had a loan secured by most of the greenhouse properties which was non-recourse to the Trust and 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 properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will seek to realize value from the retained assets by leasing and/or selling. 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. The balance of the Greenhouse Loan as of September 30, 2025 and December 31, 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). During the nine months ended September 30, 2025 and 2024, the Trust recognized approximately $554,000 and $739,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended September 30, 2025 and 2024, the Trust recognized approximately $0 and $116,000, respectively of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in the Consolidated Statements of Operations. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, the Trust recognized a non-cash gain of approximately $1,093,000. This gain arose from the write-off of both the 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.

The amount of principal payments remaining on Power REIT’s debt as of September 30, 2025 is as follows:

SCHEDULE OF LONG TERM DEBT

2025 (Three months remaining)	$	84,948
	Total Debt
2026		791,212
2026 (9 month remaining)		699,559
2027		835,036
2028		880,909
2029		928,923
Thereafter		16,985,073
2030		979,173
Long term debt	$	20,506,101
Thereafter		16,005,899
Long term debt	$	20,329,499

7 – IMPAIRMENT AND ASSETS HELD FOR SALE

For the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Trust recorded a non-cash impairment charge of approximately $32247,000 and $~~195~~0,~~000, respectively.~~ ~~During the nine months ended September 30, 2025 and 2024, the Trust recorded a non-cash impairment charge of approximately $45,000 and $18.1 million,~~ respectively. Any decline in the estimated fair values of the Trust’s assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material.

A summary of the Trust’s impairment expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 is below:

SUMMARY OF TRUSTS IMPAIRMENT EXPENSES

	2025		2024		2025		2024
	2026		2025
	Impairment Expense
	Three Months Ended
	Three Months Ended				Nine Months Ended
	March 31,
	September 30,				September 30,
	2026		2025
	2025		2024		2025		2024
Assets Held for Sale	$	247,353	$	-
Assets Held for Sale	$	-	$	109,174	$	13,600	$	17,609,346
Long-Lived Assets		-		-
Long-Lived Assets		31,804		86,229		31,804		585,038
				-
Impairment Expenses	$	31247,~~804~~353	$	~~195,403~~-	$	~~45,404~~	$	~~18,194,384~~

18As of March 31, 2026, the Trust considered Maverick 1 (Ordway, CO), Tamarack 7 including MIP (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.

The Trust has aggregated and classified the assets and liabilities of properties to be sold as held for sale in its Consolidated Balance Sheets as of ~~September~~March 3031, ~~2025~~2026 since all criteria under ASC 360-10-45-9 were met. The ~~Balance~~balance ~~Sheet~~sheet as of December 31, ~~2024~~2025 has been recast ~~reclassed~~to ~~for~~achieve ~~comparative~~comparability ~~purposes~~by asincluding ~~three~~the ~~properties (~~Tamarack 7, ~~Tam~~property 7which ~~-MIP,~~is ~~Maverick~~now ~~5 – Jackson Farms, and Tamarack 8 -Apotheke)~~ considered held for sale ~~are now considered held for use~~ as of ~~September~~March 3031, ~~2025~~2026. ~~Also~~The December 31, ~~the~~2025 balance sheet asalso ~~of December 31, 2024~~ includes the ~~Tamarack~~Maverick ~~18,~~14 ~~and~~property ~~Tamarack 13 properties~~ which ~~were~~was sold during the first ~~six~~three months of 2025 as well as, the Michigan and Nebraska properties which were written off on April 11, 2025 as part of the resolution of the Greenhouse Loan, and therefore all removed from the September 30, 2025 column2026. ~~The assets and liabilities of assets held for sale were as follows:~~

The assets and liabilities of assets held for sale were as follows:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
ASSETS
Land		~~743~~789,~~550~~479		1844,~~359,865~~019
Greenhouse cultivation and processing facilities, net of accumulated depreciation		54,~~663~~790,~~052~~924		225,~~458~~538,~~215~~837
Prepaid Expense		-		460,698
TOTAL ASSETS - Held for sale		5,580,403		6,382,856
Other assets		-		56,458
TOTAL ASSETS - Held for sale		6,406,602		24,335,236
LIABILITIES
Accounts payable		135,475		~~139~~135,~~355~~475
Accrued expenses		1,~~124~~247,~~918~~267		1,~~103~~272,~~668~~405
Other liabilities		-		356,454
TOTAL LIABILITIES - Held for sale		1,382,742		1,407,880
TOTAL LIABILITIES - Held for sale		1,260,393		1,599,477

Other Liabilities

Other liabilities as of September 30, 2025 and December 31, 2024 is approximately $0 and $356,000, respectively. Other liabilities for December 31, 2024 represent a finance agreement for an insurance policy for properties that were considered held for sale. It also includes the finance agreement for a tractor that was used at the Nebraska greenhouse. The loan was payable annually over five years with a 1.9% interest rate per annum and matures on August 21, 2028. The loan was in default and the tractor was transferred to the lender as of April 2, 2025.

Other Assets

Other assets as of September 30, 2025 and December 31, 2024 is approximately $0 and $56,000, respectively. Other assets as of December 31, 2024 represent a tractor purchased by PW MillPro NE on August 21, 2023 for use at the Nebraska greenhouse (net of depreciation) that was transferred to the lender as of April 2, 2025.

8 – EQUITY AND LONG-TERM COMPENSATION

ATM Program

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with AGP pursuant to which the Trust may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares the Trust can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. During the three months ended March 31, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.

Summary of Share Based Compensation Activity

Power REIT’s 2020 Equity Incentive 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. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The 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 ~~September~~March 3031, ~~2025~~2026, the aggregate number of ~~shares of~~ common shares that may be issued pursuant to outstanding awards is currently 2,~~348~~501,~~710~~486 which is subject to adjustment per the Plan.

Summary of Share-Based Compensation Activity – Options

On July 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire 205,000 common shares at a price of $13.44 to its independent trustees, officers and an employee. The term of each option is 10 years. The options ~~vest~~vested over three years as follows: in a series of thirty-six (36) equal monthly installments measured from the Vesting Commencement Date on the same date of the month as the Vesting Commencement Date which is August 1, 2022. The options are fully vested.

The Trust accounts for share-based payments using the fair value method. The Trust recognizes all share-based payments in its financial statements based on their grant date fair values and market closing price, calculated using the Black-Scholes option valuation model.

The following assumptions were made to estimate fair value:

Expected Volatility	63	%
Expected Dividend Yield	0	%
Expected Term (in years)	5.8
Risk Free Rate	3.05	%
Estimate of Forfeiture Rate	0	%

The Trust uses historical data to estimate dividend yield and volatility and the “simplified method” as described in the SEC Staff Accounting Bulletin #110 to determine the expected term of the option grants. The risk-free interest rate for the expected term of the options is based on the U.S. treasury yield curve on the grant date. The Trust does not have historical data of forfeiture, and as a policy, has used a 0% percent forfeiture rate in calculating unrecognized share-based compensation expense and will ~~account~~instead, account for forfeitures as they occur. ~~During~~ ~~the~~On ~~quarter~~January ~~ended March~~ 31, ~~2024~~2023, 46,~~722~~250 ofoptions ~~unvested~~were forfeited and on April 30, 2023, 1,250 options were forfeited by ~~and~~an ~~during~~employee who is no longer employed by the ~~quarter~~Trust. ~~ended~~On ~~September~~February 3029, ~~2025~~2024, 54,~~278~~ 722 options ~~that~~and ~~had~~on ~~previously~~August ~~vested~~29, ~~were~~2025, 5,278 options were forfeited due to the death of a Trustee.

The summary of share-based compensation activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, with respect to the Trust’s stock options, is as follows:

Summary of Activity - Options
				Weighted
	Number of			Average		Aggregate
	Options			Exercise Price		Intrinsic Value
Balance as of December 31, 2024		192,778		$	13.44		-
Balance as of December 31, 2025		187,500		$	13.44		-
Options Forfeited		~~(5,278~~-	)		13.44		-
Balance as of September 30, 2025		187,500			13.44		-
Balance as of March 31, 2026		187,500			13.44		-
Options exercisable as of September 30, 2025		187,500		$	13.44		-
Options exercisable as of March 31, 2026		187,500		$	13.44		-

The weighted average remaining term of the options is 6.7929 years.

Summary of Share-Based Compensation Activity – Restricted Stock

~~The~~During ~~summary of share-based compensation activity for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~with~~the ~~respect~~Trust todid ~~the~~not ~~Trust’s~~grant any shares of restricted stock, ~~was~~to asits ~~follows:~~officer or independent trustees.

SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY

Summary of Activity - Restricted Stock
	Number of			Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value
Balance as of December 31, 2024		3,887			13.44
Plan Awards		-			-
Restricted Stock Forfeited		-			-
Restricted Stock Vested		(3,887	)		13.44
Balance as of September 30, 2025		0			-

Share-based Compensation

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Trust recorded approximately $~~52,000~~0 of non-cash expense related to restricted stock and ~~approximately~~ ~~$282,000 of non-cash expense related to~~ options ~~granted compared to approximately $174,000 of non-cash expense related~~ ~~to restricted stock and approximately $377,000 of non-cash expense related to options~~ granted for the nine months ended September 30, 2024. During the three months ended September 30, 2025, the Trust recorded approximately $7,000 of non-cash expense related to restricted stock and approximately $40,000 of non-cash expense related to options granted compared to approximately $22,000 of non-cash expense related to restricted stock and approximately $121,000 of non-cash expense related to options granted for the three months ended ~~September 30~~March 31, ~~2024~~2025. As of ~~September~~March 3031, ~~2025~~2026, there was no unrecognized share-based compensation expense for restricted stock and options. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market.

Preferred Stock Dividends

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Trust did not declare a quarterly dividend of approximately $163,000 ~~and~~ ~~$490,000, respectively,~~ of dividends to holders of Power REIT’s Series A Preferred Stock.

9 – SEGMENT INFORMATION

The Trust operates as one single reportable segment as the operations are managed and reviewed on a consolidated basis. The Trust’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who is responsible for making strategic decisions regarding the Trust’s real estate portfolio. The CODM evaluates the performance of the portfolio as a whole based on net operating income and total assets. Performance is assessed by analyzing consolidated financial results and the CODM makes resource allocation decisions related to acquisition, dispositions, capital expenditures and leasing activities. No separate evaluation of individual property types is made at the operating segment level, rather performance is reviewed based on the overall portfolio’s performance.

10 – ~~RELATED PARTY TRANSACTIONS~~CONTINGENCIES

~~Power~~The REIT, through subsidiaries, had a relationship with subsidiaries of Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC”). David H. Lesser, Power REITTrust’s ~~Chairman~~wholly-owned ~~and CEO~~subsidiary, ~~is also Chairman and CEO of MILC. MILC~~P&WV, ~~through subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the Trust’s Oklahoma, Michigan and Nebraska properties and MILC~~ is asubject ~~lender~~ to ~~the~~various ~~tenant~~restrictions ofimposed ~~one~~by of the ~~Trust’s~~Railroad ~~Colorado properties.~~Lease Aswith ~~of September 30~~NSC, ~~2025, these leases were in default and terminated. Total rental income recognized for the three and nine~~including ~~months~~restrictions ~~ended~~on ~~September~~share ~~30, 2025~~ and ~~2024~~debt ~~from the tenants that were affiliated with MILC in Colorado~~issuance, ~~Oklahoma,~~including ~~Michigan and Nebraska was $0~~guarantees.

~~Under the~~Legal Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the transactions with subsidiaries and affiliates of MILC, the independent trustees approved such arrangements having determined such arrangement are fair and reasonable and in the interest of the Trust.Proceedings

11From time to time, the Trust is party to various litigation matters incidental to the conduct of its business. The Trust is not presently –party ~~CONTINGENCIES~~to any legal proceedings the resolution of which it believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

~~The~~11 ~~Trust’s wholly~~-~~owned~~ ~~subsidiary,~~SUBSEQUENT P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including restrictions on share and debt issuance, including guarantees. Some of the Trust’s properties which are special purpose in nature and maybe vacant, may be difficult to insure on an economic basis and maybe under insured or uninsured.EVENTS

21On May 4, 2026, Power REIT received repayment of a previously written-off seller financing loan related to a prior asset sale which was previously referred to as the Sweet Dirt loan. Total proceeds received were approximately $794,000, including repayment of approximately $597,000 of principal with the remaining amount relating to accrued interest and reimbursement of certain legal fees.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following management’s discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto for the year ended December 31, ~~2024~~2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 filed on March 31, ~~2025~~2026 (the “~~2024~~2025 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). This discussion, particularly information with respect to our future results of operations or financial condition, business strategy, plans and objectives for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under Part 1, Item 1A of the ~~2024~~2025 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. References in this Quarterly Report on Form 10-Q to the “Registrant” or the “Trust” refer to Power REIT and “we,” “us,” “our” and “Power REIT” refer to Power REIT, together with its consolidated subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this Report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements.

You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control, including those identified below, under Part II, Item 1A. “Risk Factors” and elsewhere in this Report, and those identified under Part I, Item 1A of the ~~2024~~2025 10-K. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

2219

Overview

We are 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.

We are structured as a holding company and ~~owns~~own our assets through ~~nineteen~~seventeen direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of ~~September~~March 3031, ~~2025~~2026, our ~~assets~~ assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by our subsidiary Pittsburgh & & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale ~~solar~~ solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 82 77 acres of land with approximately ~~357~~330,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio)

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, wethe Trust did not declare a quarterly dividend of approximately $163,000 ~~and $490,000, respectively,~~ ($0.484375 per share per quarter) onto holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

Our primary objective is to maximize the long-term value for our shareholders. 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.

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 asset;

● 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.

Recent Events

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 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/loss on sale recognized based on previous impairments.

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 common shares and there are limits on the dollar amount of common shares we can sell pursuant to the Sales Agreement. In addition, 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. 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. To date, no common shares have been sold pursuant to the Sales Agreement.

Settlement of Greenhouse Loan

The Greenhouse Loan was secured by most of the Greenhouse Portfolio. 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 its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral 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. 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. The balance of the Greenhouse Loan as of September 30, 2025 and December 31, 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). During the nine months ended September 30, 2025 and 2024, we recognized approximately $554,000 and $739,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended September 30, 2025 and 2024, we recognized approximately $0 and $116,000, respectively of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in the Consolidated Statements of Operations. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, we recognized a non-cash gain of approximately $1,093,000. This gain arose from the write-off of both the 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.

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. These means might include leasing vacant properties, selling properties, raising capital or through other actions.

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. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines, in 2023 and 2024 we completed sales of assets for total gross proceeds of approximately $9.81 million which included approximately $2.1 million of seller financing provided to the buyers. During 2025, we completed sales of assets for total gross proceeds of approximately $325,000 which included approximately $105,000 of seller financing provided to a buyer. 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 improve the overall performance going forward. Effective April 11, 2025, we closed on a settlement agreement with the lender for the Greenhouse Loan., ~~See~~which ~~“Settlement~~resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan,”. The ~~above~~transaction also relieved the ongoing costs associated with maintaining the Nebraska and Michigan properties. We will continue to seek to realize value from the retained assets. This will include entering into new leases and selling properties based on market conditions. We will also continue to focus on improving cash collections from existing tenants. In addition, ~~for~~we ~~more~~are ~~information~~exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

The transaction related to the Greenhouse Loan closed on April 11, 2025 and resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties. We will continue to seek to realize value from the retained assets and are exploring a shift in focus and are evaluating real estate distressed situations including properties, loans and companies.

Taking Steps to Position the Company 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.

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 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 Trust is also exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.

~~The following table is a summary of our properties as of September 30, 2025:~~21

Property Type/Name	Acres		Size1		Gross Book Value2
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 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
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
Greenhouse Total		82.49		356,717	$	30,925,317
Total Portfolio (Real Estate Owned)					$	49,258,865
Mortgage Loan					$	597,000
Mortgage Loan						907,620
Mortgage Loan						99,645
Impairment						20,644,301
Depreciation and Amortization						5,077,340
Net Book Value Net of Impairment, Depreciation and Amortization					$	25,141,489

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

Property Type/Name	Acres			Size¹		Gross Book Value²
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
Tamarack 7^3,5		4.32			18,000		1,364,585
Tamarack 7 (MIP)^3,4,5							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							859,761
Mortgage Loan							92,670

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		76.95	#		329,777	$	30,566,348
Total Portfolio						$	48,899,896

Impairment and Allowance for Receivable							20,895,269
Depreciation and Amortization							4,985,090
Net Book Value Net of Impairment, Allowance for Receivable, Depreciation and Amortization						$	23,019,537

¹ Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet

²Gross 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

257Loan is in default

Critical Accounting Estimates

The consolidated financial statements are prepared in conformity with accounting principles and generally accepted in the United States of America (“GAAP”), which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. ~~The~~None ~~critical~~of ~~accounting~~the estimates ~~that affect the consolidated financial statements and the judgments and assumptions used~~ are ~~consistent~~considered ~~with~~critical ~~those~~accounting ~~described under Part II, Item 7 of the 2024 10-K~~estimates.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

Revenue during the three months ended September 30, 2025 and 2024 was $513,110 and $1,426,112, respectively. Revenue during the three months ended September 30, 2025, consisted of revenue from lease income from direct financing lease of $228,750, rental income of $245,729, and other income of $38,631. The decrease in total revenue was primarily driven by a $785,000 reduction in rental income from related parties, a $107,775 decline in other rental income (which in total includes approximately $925,000 recognized from non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured), and a decrease in other income of $20,227. Expenses for the three months ended September 30, 2025 compared to the same period in 2024 decreased by $1,338,361, primarily due to a decrease in impairment expense of $163,599, a decrease in interest expense of $627,800 due to the settlement of the Greenhouse Loan, a decrease in depreciation expense of $131,775 as several properties are considered held for sale, a decrease in property expenses of $393,177, and a decrease in general and administrative expense of $72,010. Other income increased by $73,207 primarily due to a realized gain on marketable securities of $377,499 and an unrealized gain on marketable securities of $46,412, offset by a decrease of forgiveness of accounts payable of $350,704. Net income (loss) attributable to common shares during the three months ended September 30, 2025 was a gain of $60,344 compared to a net loss of $488,222 for the three months ended September 30, 2024, an increase of $548,566.

~~Nine~~Revenue ~~Months~~during ~~Ended~~the ~~September~~three 30months ended March 31, 2026 and 2025 was $480,436 and ~~2024~~$485,794, respectively. Revenue during the three months ended March 31, 2026, consisted of rental income of $215,679, direct financing lease income of $228,750, and other income of $36,007. The decrease in total revenue was due to an increase in rental income of $4,900 and a decrease in other income of $10,258.

~~Revenue~~During ~~during~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~and~~the ~~2024~~Trust’s revenue was ~~$1,505,687~~concentrated ~~and~~from ~~$2,480,073,~~certain ~~respectively~~tenants. ~~Revenue~~For ~~during~~ the ~~nine~~three months ended ~~September 30~~March 31, ~~2025~~2026, ~~consisted~~Power REIT collected approximately 96% of ~~revenue~~its ~~from~~rental income and lease income from direct financing lease offrom ~~$686,250,~~the ~~rental~~tenants ~~income~~ of ~~$692,647,~~ ~~and~~two ~~other~~properties. ~~income~~The oftenants ~~$126,790.~~are ~~The~~Norfolk ~~decrease~~Southern inRailway ~~total~~and ~~revenue~~Regulus ~~was~~Solar ~~primarily~~LLC ~~driven~~which byrepresent a51% ~~$785,000~~and ~~reduction~~45% inof rental income ~~from~~and ~~related~~lease ~~parties, a $151,275 decline in other rental~~ income ~~(which in total includes approximately $925,000 recognized~~ from ~~non-refundable~~direct ~~security deposits~~financing ~~related to defaulted leases as allowed per the terms of the~~ lease ~~and based on the determination that these defaults will be not be cured)~~, ~~and a decrease in other income of $38,111~~respectively. ~~Expenses~~For ~~for~~ the ~~nine~~three months ended ~~September~~March 3031, 2025 ~~compared to the same period in 2024 decreased by $20~~,~~934,948~~ ~~primarily~~Power ~~due~~REIT tocollected aapproximately ~~substantial~~98% ~~lower impairment expense in 2025~~ of ~~$18,148,980, decreased interest~~ ~~expense~~its ofrental ~~$1,216,489~~income ~~due~~and tolease ~~the~~income ~~settlement~~from ofdirect ~~the~~financing ~~Greenhouse~~lease ~~Loan,~~from atwo ~~decrease in depreciation expense of $780,397 as several~~ properties ~~are~~. ~~considered~~The ~~held~~tenants ~~for~~were ~~sale,~~Norfolk aSouthern ~~decrease~~Railway ~~in general~~ and ~~administrative expenses of $216,836 and a decrease in property expenses of $572,246.~~Regulus ~~Other~~Solar ~~income~~LLC ~~increased~~which byrepresented ~~$717,972~~52% primarily due to the gain on extinguishment of debt of $1,092,670, an increase in realized gain of marketable securities of $377,499, an increase in unrealized gain of marketable securities of $529 offset by a decrease in gain on sale of a property of $402,022 and a46% ~~decrease in forgiveness~~ of ~~accounts~~rental ~~payable~~income ~~of $350,704. Net loss attributable to common shares during the nine months ended September 30, 2025~~ and ~~2024~~lease ~~was~~income ~~1,358,269~~from ~~and~~direct ~~$22,036,803,~~financing ~~respectively~~lease, ~~a decrease of $20,678,534~~respectively.

Expenses

Expenses for the three months ended March 31, 2026 compared to the same period in 2025 decreased by $1,024,395 to $845,441, primarily due to a decrease in interest expense of $757,059 due to the settlement of the Greenhouse Loan and a decrease in property expenses and taxes of $401,986 and to a lesser extent, a decrease in general and administrative expense of $120,867, offset by an increase in impairment expense of $247,353 and an increase in depreciation expense of $8,164.

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.

Other Expense

Other income increased by $499,197 primarily due to a loss on sale of properties of $493,890, and by an unrealized loss on marketable securities of $5,307.

Net Loss Attributable to Common Shareholders

Net loss attributable to common shareholders during the three months ended March 31, 2026 was $1,056,479 compared to a net loss of $1,576,319 for the three months ended March 31, 2025, a decrease of $519,840.

Liquidity and Capital Resources

Our cash, cash equivalents and restricted cash totaled $12,~~993~~036,~~495~~085 as of ~~September~~March 3031, ~~2025~~2026, a decrease of $~~238~~199,~~091~~221 from December 31, ~~2024.~~ ~~During the nine months ended September 30,~~ 2025 ~~and 2024, cash used in operating activities was $200,693 and $1,105,439, respectively~~. ~~The decrease in cash used is primarily due to a smaller net loss in 2025, as well as favorable changes in working~~Our ~~capital,~~current ~~including~~loan aliabilities ~~decrease~~totaled inapproximately prepaid expense and a decrease in accrued expenses. This is partially offset by lower non-cash expenses, including depreciation, impairment expense and share-based compensation. Cash provided from investing activities during for the nine months ended September 30, 2025 and 2024 were $~~600~~770,~~113~~000 ~~and~~as ~~$915,642,~~of ~~respectively.~~March ~~The decrease is mainly due to lower proceeds from property sales offset by investment in marketable securities in 2025. Cash used in financing activities during the nine months ended September 30~~31, ~~2025~~2026 ~~was~~as ~~$637,511,~~ compared to approximately $1759,~~519,445~~000 inas ~~the~~of ~~prior~~December ~~year. The difference is due to lower principal payments on long-term debt~~31, ~~partially offset by new debt proceeds in~~ 2025.

26Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan that resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties.

~~Our current loan liabilities totaled approximately $750,000 as of September 30, 2025.~~ We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale ~~for~~of approximately $1,~~220~~310,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure actions ~~starting in the first quarter of 2026~~.

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares, ~~however,~~in an “at the ~~Sales~~market ~~Agent~~offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. ToAs ~~date~~of March 31, no2026, 282,613 common shares have been sold pursuant to the Sales Agreement. During the three months ended March 31, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.

~~Effective~~During ~~April 11, 2025, we entered into a settlement agreement with~~ the ~~lender~~three ~~under~~months ~~the~~ended ~~Greenhouse~~March ~~Loan~~31, ~~that~~2026, ~~resulted~~we ingenerated ~~the~~approximately ~~write-off of the Nebraska and Michigan properties~~$55,000 ~~along with the remaining balance~~ of ~~the~~cash ~~Greenhouse~~from ~~Loan.~~debt ~~The~~service ~~transaction~~related ~~also~~to ~~relieves~~ the ~~ongoing costs~~seller ~~associated~~financing ~~with maintaining the Nebraska and Michigan properties. Following the resolution of the Greenhouse Loan, our management~~provided ~~believes that the going concern doubt~~ in ~~our~~ 2024 ~~10-K~~ and ~~previous~~2025. ~~quarterly~~The ~~reports~~remaining onseller ~~Form~~financing ~~10-Q~~agreements ~~has~~have ~~been~~a ~~alleviated,~~combined ~~and~~remaining ~~that~~balance ~~our cash~~of ~~should~~$962,431 ~~provide~~as ~~greater than twelve months~~ of ~~liquidity~~March ~~for~~31, ~~our capital needs~~2026.

~~Power~~We ~~REIT~~ will continue to seek to ~~realize~~maximize value from the retained assets. This will include entering into new leases and is ~~exploring~~selling aproperties ~~shift~~based on inmarket conditions. We will also continue to focus ~~and~~on isimproving ~~evaluating~~cash collections from existing tenants. In addition, we are exploring strategic alternatives that may or may not include real estate ~~distressed~~ ~~situations~~investments ~~including~~in ~~properties,~~an ~~loans~~effort ~~and~~to ~~companies~~increase shareholder value.

~~During~~Cash ~~the~~Used ~~nine months ended September 30, 2025, we generated approximately $185,000 of cash from debt service related to the seller financing provided~~ in ~~2024~~Operating and we sold two properties, one of which produced another seller finance agreement for $105,000, which amortizes over a 60- month period at an interest rate of 11% per annum. The seller financing agreements have a combined remaining balance of $1,604,265 as of September 30, 2025.Activities

During the three months ended March 31, 2026 and 2025, cash used in operating activities was $147,117 and $436,648, respectively. The decrease in cash used is primarily due to a smaller net loss during the three months ending March 31, 2026, as well as favorable changes in working capital, including a decrease in prepaid expense, stock-based compensation and a decrease in accrued 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. Our cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. Although we entered into the Sales Agreement the rules of the SEC and NYSE American place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments beyond the next twelve months.

Cash Provided By Investing Activities

Cash provided by investing activities during for the three months ended March 31, 2026 and 2025 were $28,604 and $92,260, respectively. The decrease of $63,656 is mainly due to lower proceeds from property sales and no purchases of marketable securities, and, to a lesser extent, less cash received from mortgage loans for the three months ended Marh 31, 2026 as compared to 2025.

Cash Used/Provided By Financing Activities

Cash used in financing activities during the three months ended March 31, 2026 was $80,708, compared to $146,013 generated by financing activities during the same period in the prior year. The decrease of $226,721 is primarily due to lower proceeds received from debt and lower principal payments on long-term debt and, partially offset by proceeds received from the sale of common shares pursuant to the Sales Agreement during the quarter ended March 31, 2026.

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 our management believes to be a useful indicator of our operating performance. Core FFO is a non-GAAP financial measure. Core FFO should not be construed as a substitute for net income (loss) (as determined in accordance with GAAP) for the purpose of analyzing our operating performance or financial position, as Core FFO is not defined by GAAP. 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.

Our management believes that Core FFO is a useful supplemental measure of our operating performance. Our management believes that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, ~~such as one-time upfront acquisition expenses that are not capitalized under ASC-805~~ and certain non-cash expenses, including ~~share-based compensation expense,~~ amortization and certain upupfront ~~front~~ financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is a useful supplemental ~~measure~~ measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

2725

A reconciliation of our Core FFO to net income for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024~~2025 is included in the table below:

CORE FUNDS FROM OPERATIONS (FFO)
(Unaudited)
	Three Months ended September 30,						Nine Months ending September 30,
	2025			2024			2025			2024
Revenue	$	513,110		$	1,426,112		$	1,505,687		$	2,480,073
Net Income (Loss)	$	223,551		$	(325,015	)	$	(868,648	)	$	(21,547,182	)
Stock-Based Compensation		47,738			143,212			334,162			550,363
Interest Expense - Amortization of Debt Costs		7,847			7,846			23,542			23,542
Amortization of Intangible Lease Asset		56,872			56,872			170,616			170,616
Depreciation on Land Improvements		13,812			145,587			36,797			817,194
Impairment Expense		31,804			195,403			45,404			18,194,384
Loss (gain) on sale of property		-			-			7,628			(394,394	)
Core FFO Available to Preferred and Common Stock		381,624			223,905			(250,499	)		(2,185,477	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Core FFO Available to Common Shares	$	218,417		$	60,698		$	(740,120	)	$	(2,675,098	)
Weighted Average Shares Outstanding (basic)		3,389,661			3,389,661			3,389,661			3,389,661
Core FFO per Common Share		0.06			0.02			(0.22	)		(0.79	)

CORE FUNDS FROM OPERATIONS (FFO)

(Unaudited)

	Three Months Ended March,
	2026			2025
Revenue	$	480,436		$	485,794

Net Income (Loss)	$	(893,272	)	$	(1,413,112	)
Stock-Based Compensation		-			143,213
Interest Expense - Amortization of Debt Costs		7,848			7,847
Amortization of Intangible Lease Asset		56,872			56,872
Depreciation on Land Improvements		10,866			-
Impairment Expense		247,353			-
Loss on sale of property		493,890			-
Core FFO Available to Preferred and Common Stock		(76,443	)		(1,205,180	)

Preferred Stock Dividends		(163,207	)		(163,207	)

Core FFO Available to Common Shares	$	(239,650	)	$	(1,368,387	)

Weighted Average Shares Outstanding (basic)		3,672,274			3,389,661

Core FFO per Common Share		(0.07	)		(0.40	)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Management~~Pursuant to Rule 13a–15(b) under the Exchange Act, the Trust’s management including the Trust’s Board of Directors, with the participation of our principal executive officer who is ~~responsible~~also ~~for~~our ~~establishing~~principal ~~and~~financial ~~maintaining~~officer, ~~adequate~~carried out an evaluation of the effectiveness of the Trust’s disclosure controls and procedures (as defined ~~Rules~~under Rule 13a-–15(e) ~~and 15d-15(e)~~ under the Exchange Act) ~~(to~~as ~~provide~~of ~~reasonable~~the ~~assurance~~end of ~~regarding~~ the ~~reliability~~period ofcovered ~~our~~by ~~financial~~this ~~reporting~~Report. ~~and~~Based ~~preparation~~upon ofthat ~~financial statements~~evaluation, ~~for~~the ~~external~~Trust’s ~~purposes~~management inconcluded ~~accordance~~that, ~~with~~as ~~GAAP.~~of ~~Our~~March 31, 2026, the Trust’s disclosure controls and procedures ~~are~~were ~~also~~not ~~designed~~effective to ensure that ~~such~~ information isrequired ~~accumulated~~to ~~and~~be ~~communicated~~disclosed toby ~~management~~the toTrust in ~~allow~~the ~~timely~~reports ~~decisions~~that ~~regarding~~the ~~required~~Trust ~~disclosure.~~files Aor ~~control~~submits ~~system, no~~under ~~matter~~the ~~how~~Exchange ~~well~~Act, ~~designed~~is ~~and~~recorded, ~~operated~~processed, ~~can~~summarized ~~provide~~and ~~only~~reported ~~reasonable~~to ~~assurance~~the ofTrust’s management, ~~achieving~~within the ~~desired~~time ~~control~~periods ~~objectives.~~specified ~~Because of~~in the ~~inherent~~SEC’s ~~limitations~~rules inand ~~all~~forms, ~~control~~due ~~systems,~~to ~~internal~~a ~~controls~~material ~~over~~weakness ~~financial~~in ~~reporting~~our ~~may~~controls ~~not~~relating to ~~prevent~~accounting orfor ~~detect~~complex ~~misstatements. The~~transactions ~~design~~identified ~~and~~in ~~operation~~the ofquarterly aperiod ~~control~~ended ~~system~~June ~~must~~30, ~~also~~2024, ~~reflect~~which ~~that~~has ~~there~~not ~~are~~been ~~resource~~remediated ~~constraints~~as ~~and~~of ~~management~~March 31, is2026. ~~necessarily~~Specifically, ~~required to~~our ~~apply~~Series ~~its~~A ~~judgment~~Preferred inStock ~~evaluating~~was ~~the~~historically ~~cost-benefit~~classified ~~relationship~~as mezzanine equity instead of ~~possible~~being ~~controls~~classified as equity.

2826

During the quarter ended September 30, 2025, we analyzed accounting policies and procedures. In addition, management concluded that material weaknesses previously disclosed in the 2024 10-K regarding accounting for complex transactions still exist and that such controls are not effective. This material weakness could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan

To address the material weakness described above, we ~~engaged~~intend anto ~~independent~~engage ~~third~~outside ~~party~~consultants to enhance our analysis of, and aid in our accounting for, ~~policies~~complex transactions as needed.

Limitations on the Effectiveness of Controls.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Trust have been detected. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

~~Our~~Changes management assessed the effectiveness of the design and operation of our disclosure controls and procedures. Based on our evaluation, we have concluded that the historical treatment of our Series A Preferred Stock and the requirement for the restatement thereof, represents a material weakness in ~~our~~Internal ~~procedures~~Control ~~and internal controls~~ over ~~financial~~Financial reporting and that we had ineffective disclosure control and procedures related thereto. This material weakness relates to the accounting treatment of complex transactions. As part of our process related to the treatment of the Series A Preferred Stock, we retained a third-party consultant that specializes in accounting treatment and SEC reporting.Reporting

~~Changes~~Other than as set forth above, there were no changes in ~~Internal~~our ~~Control~~internal controls over ~~Financial~~financial ~~Reporting:~~reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than as discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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.

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.

Item 1A. Risk Factors.

Our results of operations and financial condition are subject to numerous risks and uncertainties as described in the ~~2024~~2025 10-K, which risk factors are incorporated herein by reference. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the ~~2024~~2025 10-K. You should carefully consider the risks set forth in the ~~2024~~2025 10-K and the following risks, together with all the other information in this Report, including our consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in the ~~2024~~2025 10-K.

We have incurred a loss for the quarter ended March 31, 2026 and may be unable to generate sufficient revenue to cover expenses or generate net income.

For the quarter ended March 31, 2026, we had a net loss attributable to common shareholders of approximately $1.1 million, compared to a net loss of approximately $1.6 million for the quarter ended March 31, 2025. There can be no assurance that we will be able to generate sufficient revenue to pay our expenses or generate net income. As of March 31, 2026, we had an accumulated deficit of approximately $52.8 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $2.0 million as of March 31, 2026, a decrease of approximately $200,000 from March 31, 2025.

We may need to raise additional capital or sell additional properties to fund our operations.

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

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. 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.

On January 24, 2025, the Trust entered into the Sales Agreement with AGP pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that 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. As of March 31, 2026, 282,613 common shares have been sold pursuant to the Sales Agreement for gross proceeds of approximately $300,000. During the three months ended March 31, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.

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.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange Act. We identified a material weakness in our controls ~~relating~~in the quarterly period ended June 30, 2024 relating to accounting for complex transactions , which has not been remediated as of ~~September~~March 3031, ~~2025~~2026. Specifically, our Series A Preferred Stock was historically classified as mezzanine equity instead of being classified as equity.

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. In addition, a material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operate effectively. 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.

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.

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

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.

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we collected approximately 9396% of our consolidated revenue from two properties. The tenants were NSC and Regulus Solar, LLC which represent 5051% and 4345% of consolidated revenue respectively.

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

If our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends may decrease and we could default on our loans, which are secured by collateral in our properties and assets.

We may not be able to achieve operating results that will allow us to pay dividends at a specific level or to increase the amount of these dividends from time to time. Also, restrictions and provisions in any credit facilities we enter into or any debt securities we issue may limit our ability to pay dividends. We cannot assure you that you will receive dividends at a particular time, or at a particular level, or at all.

Unfortunately, our tenants related to the Greenhouse Portfolio have failed to perform on their lease obligations which has created a significant liquidity issue related to this portfolio of assets. A portion of the properties included in the Greenhouse Portfolio secure the Greenhouse Loan which was non-recourse to us and the lender under the Greenhouse Loan has liens against such properties. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral 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 leasing and/or selling.

PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of ~~September~~March 3031, ~~2025~~2026, the balance under the 2015 PWRS Loan Agreement was approximately $65,~~019~~972,000 (net of unamortized debt costs of approximately $~~196~~185,000).

Pittsburgh & West Virginia Railroad (“PWV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of ~~September~~March 3031, ~~2025~~2026 is $1413,~~031~~917,000 (net of approximately $~~260~~256,000 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. These obligations may prevent us from using our cash flows for other purposes. 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.29

InWe anhave ~~effort~~substantial todebt ~~conserve liquidity~~ and ~~create~~preferred ~~financial~~shares ~~flexibility,~~outstanding wewith ~~have~~substantial ~~not~~liquidation ~~declared~~preference. ~~dividends~~These onobligations ~~our~~may ~~Series~~prevent Aus ~~Preferred~~from using ~~Stock~~our ~~since the~~cash ~~fourth~~flows ~~quarter~~for ofother ~~2022~~purposes. AsIf awe ~~result,~~are ~~unpaid~~unable ~~dividends~~to ~~increase~~satisfy ~~the~~these ~~liquidation~~obligations, ~~preference~~we ~~for~~might ~~our~~default ~~Series~~on Aour ~~Preferred~~debt ~~Stock.~~and Asour offinancial ~~September~~condition ~~30,~~and ~~2025,~~results ~~the amount~~ of ~~unpaid,~~operations ~~undeclared~~would ~~dividends~~be onadversely ~~the outstanding shares of Series A Preferred Stock is approximately $1,958,000~~affected.

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

Since a significant percentage of our assets are used to secure our debt, this reduces the amount of collateral available for future secured debt or credit support and reduces our flexibility in how we handle these secured assets. This level of debt and related security could also limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes and could limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt.

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.

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 our common shares or incur indebtedness.

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of ~~September~~March 3031, ~~2025~~2026, we had outstanding debt in the principal amount of $2019.~~0 million~~9 million and we have issued approximately $8.5 million (par value) of Series A Preferred Stock not including dividends which are cumulative and have not been declared. This debt and these preferred securities rank senior to our common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

In the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of preferred securities, such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the specific terms of the securities. In contrast, however, in the case of common shares, dividends are payable only when, as and if declared by our board of trustees and depend on, among other things, our results of operations, financial condition, debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock, other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter of law. Incurring additional debt, or issuing of additional preferred securities, may limit or eliminate the amounts available to pay dividends on our Series A Preferred Stock and common shares.

~~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 our interests.~~30

On occasion, our management may have financial interests that conflict or appear to conflict with our interests. For example, four of our properties were leased by tenants in which Millennium Sustainable Ventures Corp., formerly Millennium Investment & Acquisition Company (ticker: MILC) had controlling interests. David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC established cannabis cultivation projects in Colorado (through a loan), Oklahoma, and Michigan which are related to our May 21, 2021, June 11, 2021, and September 3, 2021 acquisitions and a food crop cultivation project in Nebraska related to our March 31, 2022 acquisition. Total rental income recognized for the three months ended September 30, 2025 and 2024 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska was $0. The above leases are currently in default and the tenants have vacated the properties and the leases have terminated.

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, our involvement in such transactions, in any such circumstance, there may be conflicts of interest between us on one hand, and subsidiaries of MILC, Mr. Lesser and his affiliates and interests on the other hand, and such conflicts may be unfavorable to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities

We did not sell any equity securities during the quarter ended ~~September~~March 3031, ~~2025~~2026 in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC.

(b) Use of Proceeds

Not applicable.

(c) Issuer Purchases of Equity Securities

Not applicable.

Item 3. Defaults Upon Senior Securities.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Trust did not declare a quarterly dividend of approximately $~~490~~163,000 to holders of Power REIT’s Series A Preferred Stock in order to preserve liquidity. As of ~~October~~May 15, ~~2025~~2026, the amount of unpaid dividends on the outstanding ~~shares~~ shares of Series A Preferred Stock is approximately $12,~~958~~285,000.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

During the three months ended ~~September~~March 3031, ~~2025~~2026, no trustee or officer of the Trust adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit Number		Exhibit Title

3.1		Declaration of Trust of Power REIT dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12, 2014, incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K (File No. 000-54560) filed with the Securities and Exchange Commission as of April 1, 2014.

3.2		Bylaws of Power REIT dated October 20, 2011 incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-177802) filed with the Securities and Exchange Commission as of November 8, 2011.

3.3		Articles Supplementary 7.75% Series A cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 8-A (File Number 001-36312) filed with the Securities and Exchange Commission as of February 11, 2014.

31.1*		Section 302 Certification for David H. Lesser

32.1*		Section 906 Certification for David H. Lesser

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2025~~2026 to be signed on its behalf by the undersigned thereunto duly authorized.

POWER REIT /s/ David H. Lesser David H. Lesser Chairman, CEO, CFO, Secretary and Treasurer Date: ~~October~~May 2415, ~~2025~~2026

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