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, ~~2024~~2025

☐ 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.

3,389,661 common shares, $0.001 par value, outstanding at ~~October~~May 2814, ~~2024~~2025.

TABLE OF CONTENTS

		Page No.	~~Page No.~~
PART I – FINANCIAL INFORMATION		3	3
Item 1 – Financial Statements (Unaudited)		3	3
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023		3
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023		4
	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	4
	Consolidated Statements of Changes in Shareholders’ Equity for the quarters ended September 30, 2024 and 2023		5
	Consolidated Statements of Changes in Shareholders’ Equity for the quarter ended March 31, 2025 and 2024	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023		6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6
	Notes to Unaudited Consolidated Financial Statements	7	7
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		22	27
Item 3 – Quantitative and Qualitative Disclosures About Market Risk		27	33
Item 4 – Controls and Procedures		27	33
PART II – OTHER INFORMATION		28	34
	Item 1 – Legal Proceedings	28	34
	Item 1A – Risk Factors	29	35
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	31	38
	Item 3 – Defaults Upon Senior Securities	31	38
	Item 4 – Mine Safety Disclosures	31	38
	Item 5 – Other Information	31	38
	Item 6 – Exhibits	32	39
SIGNATURE		33	40

POWER REIT AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2024			December 31, 2023 (as corrected, see note 2A)
	March 31, 2025			December 31, 2024
ASSETS
Land	$	4,470,000		$	4,470,000
Net investment in direct financing lease - railroad		9,150,000			9,150,000
Total real estate assets		13,620,000			13,620,000
Cash and cash equivalents		2,~~232~~019,~~240~~501			2,~~202~~194,~~632~~502
Restricted cash		~~163~~13,~~402~~710			137,~~902,252~~084
Prepaid expenses and deposits		~~336~~187,~~949~~269			~~210~~207,~~686~~177
Intangible lease asset, net of accumulated amortization		2,~~333~~220,~~805~~061			2,~~504~~276,~~421~~933
Deferred rent receivable		~~331~~288,~~854~~472			~~438~~338,~~994~~106
Mortgage loan receivables		1,~~900~~557,000			~~850~~1,602,000
Assets held for sale		2725,~~520~~431,~~099~~640			4825,~~481~~817,~~255~~005
TOTAL ASSETS	$	48,438,349		$	70,210,240
Other assets		262,597			9,831
TOTAL ASSETS	$	45,600,250		$	46,102,638
LIABILITIES AND EQUITY
Accounts payable	$	16242,~~252~~956		$	3173,~~647~~700
Accrued expenses		~~105~~41,~~814~~811			~~490~~95,~~711~~699
Liabilities held for sale		1,~~508~~544,~~210~~941			31,~~219~~670,~~337~~098
Current portion of long-term debt, net of unamortized discount		1618,~~992~~398,~~706~~480			1517,~~043~~445,~~632~~220
Long-term debt, net of unamortized discount		2019,~~042~~889,~~142~~083			2019,~~682~~965,~~869~~043
TOTAL LIABILITIES		3840,~~665~~117,~~124~~271			39,~~440~~349,~~196~~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, 2024 and December 31, 2023)		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, 2025 and December 31, 2024)		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, 2024 and December 31, 2023)		3,389			3,389
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of March 31, 2025 and December 31, 2024)		3,389			3,389
Additional paid-in capital		4748,~~804~~091,~~988~~413			47,~~254~~948,~~625~~200
Accumulated deficit		(4651,~~525~~101,~~104~~775	)		(2449,~~977~~688,~~922~~663	)
Total Equity		95,~~773~~482,~~225~~979			306,~~770~~752,~~044~~878
TOTAL LIABILITIES AND EQUITY	$	4845,~~438~~600,~~349~~250		$	7046,~~210~~102,~~240~~638

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

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
REVENUE
Lease income from direct financing lease – railroad	$	228,750		$	228,750		$	~~686,250~~		$	~~686,250~~
Rental income		~~353~~210,~~504~~779			~~233~~260,~~152~~639			~~843,922~~			~~857,459~~
Rental income – related parties		785,000			-			785,000			-
Other income		46,265			45,223
Rental income		785,000			-			785,000			-
TOTAL REVENUE		485,794			534,612
Other income		58,858			26,629			164,901			140,850
EXPENSES
TOTAL REVENUE		1,426,112			488,531			2,480,073			1,684,559
Amortization of intangible assets		56,872			56,872
EXPENSES
General and administrative		326,928			453,653
Amortization of intangible assets		56,872			56,872			170,616			170,616
Property expenses		419,415			384,895
General and administrative		338,008			439,046			1,151,135			1,330,834
Property taxes		65,011			57,668
Property expenses		398,044			405,886			1,161,789			1,441,382
Depreciation expense		2,702			488,197
Property taxes		95,457			141,495			245,409			335,664
Impairment expense		-			549,557
Depreciation expense		145,587			565,742			817,194			1,775,160
Interest expense		998,908			1,015,162
Impairment expense		195,403			8,235,136			18,194,384			8,235,136
TOTAL EXPENSES		1,869,836			3,006,004
Interest expense		872,460			667,090			3,031,826			1,856,042
OTHER INCOME (EXPENSE)
TOTAL EXPENSES		2,101,831			10,511,267			24,772,353			15,144,834
Gain on sale of properties		-			394,394
OTHER INCOME (EXPENSE)
Unrealized loss on marketable securities		(29,070	)		-
Gain on sale of properties		-			-			394,394			1,040,452
TOTAL OTHER INCOME (EXPENSE)		(29,070	)		394,394
Loan modification expense		-			-			-			(160,000	)
NET LOSS		(1,413,112	)		(2,076,998	)
Forgiveness of accounts payable		350,704			-			350,704			26,602
Preferred Stock Dividends		(163,207	)		(163,207	)
TOTAL OTHER INCOME (EXPENSE)		350,704			-			745,098			907,054
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,576,319	)	$	(2,240,205	)
NET LOSS		(325,015	)		(10,022,736	)		(21,547,182	)		(12,553,221	)
Loss Per Common Share:
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Basic	$	(0.47	)	$	(0.66	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(488,222	)	$	(10,185,943	)	$	(22,036,803	)	$	(13,042,842	)
Diluted		(0.47	)		(0.66	)
Loss Per Common Share:
Weighted Average Number of Shares Outstanding:
Basic	$	~~(0.14~~3,389,661	)	$	(3~~.01~~,389,661	)	$	~~(6.50~~	)	$	~~(3.85~~	)
Diluted		~~(0.14~~3,389,661	)		(3~~.01~~,389,661	)		~~(6.50~~	)		~~(3.85~~	)
Weighted Average Number of Shares Outstanding:
Cash dividend per Series A Preferred Share:	$	-		$	-
Basic		3,389,661			3,389,661			3,389,661			3,389,661
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48
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 Share:		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, ~~2024~~2025 and ~~September 30, 2023~~2024

(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, 2023 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661	$	3,389	$	47,254,625	$	(24,977,922	)	$	30,770,044
Balance at December 31, 2024		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
Balance at December 31, 2023		336,944	$	8,489,952		3,389,661	$	3,389	$	47,254,625	$	(24,977,922	)	$	30,770,044
Balance		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 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661	$	3,389	$	47,471,100	$	(27,054,920	)	$	28,909,521
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	)
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,471,100	$	(27,054,920	)	$	28,909,521
Stock-Based Compensation		-		-		-		-		190,676		-			190,676
Balance at June 30, 2024 (as restated, see note 2.A)		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	)
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 at December 31, 2022 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661	$	3,389	$	46,369,311	$	(10,612,409	)	$	44,250,243
Net Loss		-		-		-		-		-		(339,046	)		(339,046	)
Stock-Based Compensation		-		-		-		-		227,009		-			227,009
Balance at March 31, 2023 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661	$	3,389	$	46,596,320	$	(10,951,455	)	$	44,138,206
Net Loss		-		-		-		-		-		(2,191,439	)		(2,191,439	)
Stock-Based Compensation		-		-		-		-		225,357		-			225,357
Balance at June 30, 2023 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661	$	3,389	$	46,821,677	$	(13,142,894	)	$	42,172,124
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	46,821,677	$	(13,142,894	)	$	42,172,124
Net Loss		-		-		-		-		-	$	(10,022,736	)		(10,022,736	)
Stock-Based Compensation		-		-		-		-	$	216,474		-			216,474
Balance at September 30, 2023 (as corrected, see note 2.A)		336,944	$	8,489,952		3,389,661		3,389	$	47,038,151	$	(23,165,630	)	$	32,365,862
Balance		336,944	$	8,489,952		3,389,661		3,389	$	47,038,151	$	(23,165,630	)	$	32,365,862

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

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	2025			2024
	Nine Months Ended September 30,
	For the Three Months ended March 31,
	2024			2023
	2025			2024
Operating activities
Net loss	$	(211,~~547~~413,~~182~~112	)	$	(122,~~553~~076,~~221~~998	)
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~~847			637,~~746~~877
Loan modification expense		-			160,000
Stock-based compensation		143,213			216,475
Stock-based compensation		550,363			668,840
Impairment expense		-			549,557
Impairment expense		18,194,384			8,235,136
Depreciation		2,702			488,197
Depreciation		817,194			1,775,160
Change in value of marketable securities		29,069			-
Gain on sale of properties		~~(394,394~~-	)		(1394,~~040,452~~394	)
Changes in operating assets and liabilities
Accounts receivable		-			62,198
Deferred rent receivable		49,634			(101,571	)
Deferred rent receivable		107,140			427,901
Prepaid expenses and deposits		218,792			(304,813	)
Prepaid expenses and deposits		(307,259	)		(43,257	)
Other assets		(129,094	)		-
Other assets		-			(1,373	)
Other liabilities		(118,289	)		159,400
Accounts payable		~~(479~~48,~~322~~806	)		~~(505~~16,~~395~~246	)
Tenant security deposits		(924,724	)		300,000
Accrued expenses		666,912			766,041
Accrued expenses		2,717,203			311,041
Prepaid rent		-			214,948
Prepaid rent		(33,000	)		(37,161	)
Net cash used in operating activities		(436,648	)		(402,163	)
Net cash used in operating activities		(1,105,439	)		(2,006,221	)
Investing activities
Cash received for sale of properties		~~715~~200,~~642~~000			2715,~~409,178~~642
Cash received for mortgage loan receivables		200,000			-
Investment in marketable securities		(152,740	)		-
Cash paid for purchase of equipment		-			(15,000	)
Cash received for mortgage loan receivables		45,000			80,000
Net cash provided by investing activities		~~915~~92,~~642~~260			2795,~~394,178~~642
Financing Activities
Principal payment on long-term debt		(1271,~~519,445~~899	)		(~~630~~76,~~139~~575	)
Net cash used in financing activities		(1,519,445	)		(630,139	)
Proceeds received from debt		417,912			-
Net decrease in cash and cash equivalents and restricted cash		(1,709,242	)		(242,182	)
Net cash provided by (used in) financing activities		146,013			(76,575	)
Cash and cash equivalents and restricted cash, beginning of period	$	4,104,884		$	3,847,871
Net (decrease) increase in cash and cash equivalents and restricted cash		(198,375	)		316,904
Cash and cash equivalents and restricted cash, end of period	$	2,395,642		$	3,605,689
Cash and cash equivalents and restricted cash, beginning of period	$	2,231,586		$	4,104,884
Cash and cash equivalents and restricted cash, end of period	$	2,033,211		$	4,421,788
Supplemental disclosure of cash flow information:
Interest paid	$	~~751~~242,~~462~~555		$	1350,~~737,442~~594
Reclass of deferred debt issuance costs to liability upon reduction of total loan commitment		-			46,023
Non-cash transactions
Financed equipment purchase		-			57,675
Accrued interest transferred to loan		723,440			-
Mortgage loan receivables entered into in connection with sale of properties		~~1,250,000~~-			-1,250,000
Accrued interest transferred to loan		2,801,247			-

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

Notes to Unaudited Consolidated Financial Statements

1 – GENERAL INFORMATION

Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States.

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, ~~2023~~2024 filed with the SEC on March 2931, ~~2024~~ 2025.

The Trust is structured as a holding company and owns its assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of ~~September~~March 3031, ~~2024~~2025 the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a utility scale solar power generating project with aan aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately ~~249~~237 acres of land with approximately 2,~~112~~053,000 square feet of existing or under construction ~~Controlled Environment Agriculture (“~~CEA”) properties in the form of greenhouses (the “Greenhouse Portfolio”).

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Trust did not declare a quarterly ~~dividends~~dividend of approximately $~~490~~163,000 ($0.484375 per share per quarter) onto holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.

On January 831, ~~2024,~~2025 ~~two~~a wholly owned ~~subsidiaries~~subsidiary of Power REIT, PW CO CanRE ~~Sherman~~JAB 6 LLC, ~~and~~sold PWone COof ~~CanRE~~its MFinterests ~~LLC,~~in ~~sold~~a ~~two~~ cannabis related greenhouse cultivation ~~properties~~property located in Ordway, Colorado ~~to an affiliate of a tenant of one of the properties~~. The ~~properties~~property ~~are~~ was described in prior filings as ~~Sherman~~Tam 618 ~~(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 $1200,~~325,~~000. Asand ~~part of~~ the ~~transaction,~~net aproceeds ~~subsidiary~~were ofused ~~the Trust provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time~~ to ~~15%~~pay ~~until~~down ~~maturity. The seller financing has~~ a ~~three-year~~loan ~~maturity~~secured ~~with~~by ~~a fixed amortization schedule of $75,000 for~~ the ~~first~~Trust’s ~~month,~~Greenhouse ~~$40,000~~Portfolio ~~for~~ (“the ~~second~~Greenhouse Loan”) and ~~third~~pay ~~months,~~other ~~$45,000~~accrued ~~for~~expenses ~~the~~related ~~fourth~~to ~~month~~the ~~and $15,000 per month thereafter until maturity~~property. ~~The~~There ~~note~~was isno ~~secured~~gain/loss ~~by a first mortgage~~ on ~~the~~sale ~~properties and certain corporate and personal guarantees~~recognized.

On January 3024, ~~2024,~~2025 the Trust entered into a ~~wholly~~sales ~~owned~~agreement (the ~~subsidiary~~“Sales ofAgreement”), ~~Power~~with ~~REIT~~A.G.P./Alliance Global Partners pursuant to which it may, PWfrom ~~Salisbury~~time ~~Solar~~to ~~LLC~~time, ~~sold~~issue and sell its ~~interest~~Common inShares, ahowever, ~~ground~~the ~~lease~~Sales ~~related~~Agent is not obligated to asell ~~utility scale~~any ~~solar~~shares ~~farm~~of ~~located~~Common inStock ~~Salisbury,~~and ~~Massachusetts.~~there ~~for~~are ~~gross~~limits ~~proceeds~~on the dollar amount of ~~$1.2~~shares ~~million.~~of ~~The~~common ~~purchaser~~stock ~~was~~it ancan ~~unaffiliated~~sell ~~third~~pursuant ~~party and~~to the ~~price~~Sales ~~was~~Agreement. ~~established~~In ~~based~~addition, onthe ~~an arm~~Trust’s ~~length~~ability ~~negotiation.~~to Asraise ~~part~~capital through the sale of securities may be limited by the ~~transaction,~~rules of the ~~existing~~SEC ~~municipal~~and ~~financing~~ NYSE American LLC (“~~Municipal~~NYSE ~~Debt~~American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the ~~regional~~Trust ~~bank~~will ~~loan~~be ~~(“PWSS~~able ~~Term~~to ~~Loan”)~~raise ~~were~~the ~~paid~~funds ~~off~~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 the market value of its voting securities held by non-affiliates is $75 million or more.

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, 2023, the last tax return completed to date, the Trust has a net operating loss of $30.8 million, which may reduce or eliminate this requirement.

As previously disclosed, the Greenhouse Loan has been in default, and the lender thereunder filed litigation and foreclosure actions. The Trust previously entered into forbearance agreements with the lender that expired on January 31, 2025. The loan was non-recourse to Power REIT but secured by the Greenhouse Portfolio (except for the property in Oklahoma). The Greenhouse Portfolio has been marketed for sale but, unfortunately, the market for these special purpose assets has been weak and the Trust has not been able to generate enough sales to satisfy the obligations to the lender. Effective April 11, 2025, the Trust entered into a settlement agreement with the lender with respect to the Greenhouse Loan. For more information, see “Note 12—Subsequent Events,” below for further information.

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, amounts are not insured or guaranteed by the FDIC. Amounts included in restricted cash represents funds held by the Trust related to debt service payment reserve required by the lender for the loan secured by the greenhouse properties and the balance of the controlled cash account to pay for collateralized property related expenses. See Note 6 for further discussion of the debt service payment reserve requirement. 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:

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	2,~~232~~019,~~240~~501	$	2,~~202~~194,~~632~~502
Restricted cash		~~163~~13,~~402~~710		137,~~902,252~~084
Cash and cash equivalents and restricted cash	$	2,~~395~~033,~~642~~211	$	42,~~104~~231,~~884~~586

Share Based Compensation Accounting Policy

The Trust records all equity-based incentive grants to ~~Officers~~officers and non-employee members of the Trust’s Board of Directors in general and administrative expenses in the Trust’s Consolidated Statement of Operations based on their fair value determined on the date of grant. Stock-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 accounting principles generally accepted in the United States (“GAAP”). ~~Certain immaterial prior year amounts have been reclassified for consistency with the current period presentation.~~

Principles of Consolidation

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

Loss per Common Share

Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per 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 ~~September~~March 3031, ~~2024~~2025 and ~~September~~December 3031, ~~2023,~~ 2024 the total number of common stock equivalents was 192,778 ~~and~~ ~~197,500~~ and composed of stock options.

The following table sets forth the computation of basic and diluted loss per Share:

	2024			2023			2024			2023
	2025			2024
	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Numerator:
Net loss	$	(~~325~~1,~~015~~413,112	)	$	(102,~~022~~076,~~736~~998	)	$	~~(21,547,182~~	)	$	~~(12,553,221~~	)
Preferred Stock Dividends		(163,207	)		(163,207	)		~~(489,621~~	)		~~(489,621~~	)
Numerator for basic and diluted EPS - loss available to common shareholders	$	(~~488~~1,~~222~~576,319	)	$	(102,~~185~~240,~~943~~205	)	$	~~(22,036,803~~	)	$	~~(13,042,842~~	)
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 loss per common share	$	(0.1447	)	$	(30.0166	)	$	~~(6.50~~	)	$	~~(3.85~~	)

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, ~~2024~~ 2025 and ~~2023~~2024, there were no acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in ~~the~~its ~~Trust’s~~ portfolio~~, broker~~ ~~opinions of value,~~ 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 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.

● 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, ~~and~~10 years for the MIP, 39 years for auxiliary buildings, except for PW CA Canndescent, LLC which was determined the buildings have a useful life of 37 years. ~~For the three months ended September 30, 2024~~ and ~~2023,~~7 ~~approximately~~years ~~$146,000~~for ~~and~~the ~~$566,000 of depreciation expense was recorded, respectively~~tractor. For ~~the~~each ~~nine~~of the three months ended ~~September~~ 30March 31, ~~2024~~2025 and ~~2023~~2024, approximately $~~817~~2,~~000~~702 and $1488,~~775,~~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, ~~2024~~ 2025 and December 31, ~~2023~~2024, the Trust has several properties that are considered assets held for sale. See Note 7 for discussion of ~~the~~its ~~Trust’s~~ 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.

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, ~~income or cost~~ 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 ~~first~~three ~~quarter 2024, an impairment charge was expensed in the amount of approximately $550,000;~~months ~~during~~ended ~~the~~March ~~second quarter~~31, ~~2024,~~2025 ~~an impairment charge was expensed in the amount of approximately $17,449,000~~ and ~~during the third quarter~~ 2024, an impairment charge was expensed in the amount of approximately $~~195,000. Therefore,~~0 the total impairment charge expense for the nine months ended September 30, 2024 is approximately $18,194,000 for assets all considered held for sale as of September 30, 2024. There was no impairment charge during the first and ~~second quarter 2023. During the third quarter 2023, an impairment charge was recognized in the amount of approximately~~ $8550,~~235,~~000, ~~totaling~~ ~~approximately $8~~respectively,~~235,000 of~~ ~~impairment~~all ~~expense~~ for ~~the nine months ended September 30, 2023 for~~ assets ~~considered~~ held for sale ~~and held for use~~.

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 and 2024, the Trust did not write off any straight-line rent receivable against rental ~~income. During the three months ended September 30, 2023, the Trust did~~ ~~not write off any straight-line receivable against rental~~ income ~~but during the nine months ended September 30, 2023, the Trust wrote off a net amount of approximately $315,000 in straight-line rent receivable against rental income~~. ~~This was based on its assessment of collecting all remaining contractual rent on greenhouse property leases.~~ These tenants’ rent payments will be recorded as rental revenue on a cash basis. 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 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.

11The following table provides the breakdown of rental income recognition (not including the direct finance lease):

The following table provides the breakdown of rental income recognition (not including the direct finance lease) During the quarter ended September 30, 2024, the Trust recognized $924,724 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:

	2024		2023		2024		2023
	2025		2024
	Three Months Ended				~~Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2024		2023		2024		2023
	2025		2024
Straight-Line Rent	$	200,~~780~~779	$	~~223~~200,~~152~~779	$	~~602,338~~	$	~~706,617~~
Cash Basis Rent		1310,000		1059,~~000~~860		~~101,860~~		~~150,842~~
Security Deposit Recognized as Rental Income		924,724		-		924,724		-
Rental income	$	210,779	$	260,639
Rental income	$	1,138,504	$	233,152	$	1,628,922	$	857,459

Deferred rent receivable as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 is approximately $~~332~~288,000 and $~~452~~338,000, respectively.

Prepaid rent liability as of September 30, 2024 and December 31, 2023 is approximately $0 and $33,000, respectively.

Intangibles

A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have 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 ~~nine months ended September 30, 2024 and 2023, approximately $171,000 of the intangibles was amortized. For each of the~~ three months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~2024, approximately $5756,~~000~~900 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 the three and nine months ended September 30, 2024 and 2023.11

~~The~~Intangible assets are evaluated whenever events or ~~following~~circumstances ~~table~~indicate ~~provides~~the acarrying ~~summary~~value of these assets may not be recoverable. There were no impairment charges recorded for the ~~Intangible~~three months ~~Assets:~~ended March 31, 2025 and 2024.

The following table provides a summary of the Intangible Assets and Liabilities:

SCHEDULE OF INTANGIBLE ASSETS

For the Nine Months Ended September 30, 2024

For the Years Ended December 31,

Cost

Accumulated Amortization

Net Book Value

Through 12/31/23

2024

Through 12/31/24

Through 3/31/2025

Asset Intangibles - PWRS

4,713,548

2,~~209~~436,~~127~~615

~~170~~56,~~616~~872

2,~~333~~220,~~805~~061

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

2024 (three months remaining)	$	56,872
2025 (Nine months remaining)	$	170,616
2025	$	227,488
2026	$	227,488
2027	$	227,488
2028	$	227,488
Thereafter	$	1,366,981
2029	$	227,488
Total	$	2,333,805
Thereafter	$	1,139,493
Total	$	2,220,061

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. ~~There are no financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.~~

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 March 31, 2025, the Trust owns publicly traded REIT securities with a fair market value of approximately $134,000, based on the March 31, 2025 closing prices. As of December 31, 2024, the Trust owned publicly traded REIT securities with a fair market value of approximately $10,000, based on the December 31, 2024 closing prices.

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 accrue until maturity on October 30, 2025. The note is secured by a second mortgage on the property and certain corporate and personal guarantees. PW SD assessed the ~~collectivity~~collectability and deemed no allowance is needed as of ~~September~~March 3031, ~~2024~~2025. The Note is owned by a subsidiary which has guaranteed the Greenhouse Loan which is in default and non-recourse to the Trust (see Subsequent Events). 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.

13On January 6, 2024, PW CO CanRE MF LLC (“PW MF”) 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 has 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. PW MF assessed the collectivity and deemed no allowance is needed as of March 31, 2025. As of March 31, 2025 and December 31, 2024, the balance of the loan is $960,000 and $1,005,000, respectively. The note is security for the Greenhouse Loan which as of March 31, 2025 was in default and non-recourse to the Trust (see Subsequent Events).

On January 6, 2024, PW CO CanRE MF LLC (“PW MF”) 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 has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second and third months, $45,000 for the fourth 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. PW MF assessed the collectivity and deemed no allowance is needed as of September 30, 2024. The note is security for the Greenhouse Loan which is in default and non-recourse to the Trust.

Other Income

Other income included in Total Revenue for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is approximately $5946,000 ~~which is~~consisting ~~mainly interest income~~ of ~~approximately $55,800 and $27,000 which is~~ interest income~~, respectively~~. Other income included in Total Revenue for the nine months ended September 30, 2024 and 2023 is approximately $165,000 which is interest income, and approximately $141,000 which mainly consists of approximately $73,000 settlement of property tax payable with sale of one property and $59,000 interest income, respectively.

~~Forgiveness of~~Other ~~Accounts Payable~~Assets

~~Forgiveness of~~Other ~~accounts~~assets ~~payable~~as ~~for~~of ~~the~~March ~~three~~31, ~~months~~2025 ~~ended~~and ~~September~~December 3031, 2024 ~~and 2023~~ is approximately $~~351~~263,000 and $~~0. Forgiveness~~10,000 ofrespectively, ~~accounts~~which ~~payable~~mainly ~~for~~represents the ~~nine~~fair ~~months~~market ~~ended~~value ~~September~~of ~~30,~~common ~~2024~~shares and ~~2023~~warrants ~~is approximately $351,000~~of ~~and~~a ~~$27,000. These~~publicly ~~amounts~~traded inREIT ~~2024~~and ~~are~~prepaid expenses related to ~~discounts~~the ~~obtained~~filing ~~as part~~ of ~~written~~an ~~settlement~~S-3 ~~agreements~~Registration ~~associated~~Statement with ~~litigations that were filed against subsidiaries of~~ the ~~Trust~~SEC.

General and Administrative Expenses

General and Administrative Expense for the three months ended September 30, 2024 and 2023 is approximately $338,000 and $439,000, respectively, which mainly includes a non-cash stock compensation expense of approximately $143,000 for 2024 and approximately $216,000 for 2023. General and Administrative Expense for the nine months ended September 30, 2024 and 2023 is approximately $1,151,000 and $1,331,000, respectively, which mainly includes a non-cash stock compensation expense of approximately $550,000 for 2024 and 669,000 for 2023.

Interest Expense

Interest expense for the three months ended ~~September 30~~March 31, ~~2024~~2025 was approximately $~~172~~171,000, $8179,000 and $~~619~~749,000 related to the PW PWV Loan (defined below), the 2015 PWRS Loan (defined below) and the Greenhouse Loan, respectively, compared to approximately $~~175~~174,000, $86,000 and $~~399~~740,000, respectively, for the three months ended March ~~September 30~~31, ~~2023~~2024. ~~Interest~~At ~~expense~~March ~~for the nine months ended September 30~~31, ~~2024 was approximately $518~~205,~~000, $249,000 and~~ ~~$2,248,000 related to~~ the ~~PW PWV Loan, the 2015 PWRS Loan and the~~ Greenhouse Loan, ~~respectively,~~was compared to approximately $526,000, $264,000 and $1,044,000, related to the PW PWV Loan (defined below), the 2015 PWRS Loan (defined below) and the Greenhouse Loan respectively, for the nine months ended September 30, 2023. The Greenhouse Loan is currently in default and iswas non-recourse to the Trust (see Subsequent Events).

Recent Accounting Pronouncements

In November ~~2023~~2024, the FASB issued ASU ~~2023~~No. 2024-0703, “~~Segment~~Income Statement—Reporting ~~(Topic~~Comprehensive ~~280):~~Income—Expense ~~Improvements~~Disaggregation toDisclosures ~~Reportable~~(Subtopic ~~Segment~~220-40): ~~Disclosures,”~~Disaggregation ~~which~~of isIncome ~~intended~~Statement Expenses” to improve ~~reportable segment disclosure requirements, primarily through enhanced~~ disclosures about ~~significant~~the ~~segment expenses.~~nature ~~The purpose~~ of ~~the~~expenses ~~amendment~~in iscommonly topresented ~~enable~~financial ~~investors~~statement ~~to better understand an entity’s overall performance and assess potential~~captions. ~~future~~ASU ~~cash~~2024-03 ~~flows. The guidance~~ is effective for ~~fiscal~~all ~~years~~public ~~beginning~~business ~~after~~entities ~~December~~for ~~15,~~annual ~~2023,~~reporting ~~and interim~~ periods ~~within fiscal years~~ beginning after December 15, ~~2024~~2026, ~~with~~on ~~early~~either ~~adoption~~a prospective ~~permitted~~or retrospective basis. ~~The~~Early ~~guidance~~adoption is ~~to be applied retrospectively to all prior periods presented in the financial statements~~permitted. The Trust is ~~continuing~~currently toevaluating ~~evaluate~~ the impact of ~~adopting~~ this ~~new~~accounting ~~guidance but does not expect~~standard itupdate ~~to have a material impact~~ on ~~the~~its ~~Trust’s~~consolidated financial statements and related disclosures.

14General and Administrative Expenses

~~2.A~~General and Administrative Expense for the three months –ended ~~Restatement~~March 31, 2025 and 2024 is approximately $327,000 and $454,000, respectively, which includes a non-cash stock compensation expense of ~~Previously~~approximately ~~Filed~~$143,000 ~~Financial~~and ~~Statements~~$216,000 for the three months ended March 31, 2025 and 2024, respectively.

~~Restatement of~~Preferred ~~Previously Filed Financial Statements~~Stock

~~As previously~~During ~~disclosed on Form 8-K filed on September 3~~2014, ~~2024,~~ the Trust ~~received~~expanded aits ~~letter~~equity ~~from~~financing activities ~~the~~by ~~NYSE~~offering ~~American regarding~~ a ~~lack~~series of ~~compliance with~~preferred ~~listing~~shares ~~requirements~~to (the ~~“Deficiency Letter”)~~public. ~~Specifically,~~As ~~since the Trust had incurred losses in two out~~ of ~~the last~~March ~~three~~31, ~~years~~2025, itthe isTrust ~~required~~has toissued ~~have~~approximately ~~total equity of greater than~~ $28.5 million. ~~As part~~ of ~~evaluating a plan to comply with the NYSE~~ ~~American~~its ~~listing~~Series ~~requirements,~~A ~~the Trust embarked on analysis of the accounting treatment for its~~ Preferred ~~Shares which historically were classified as Mezzanine Equity~~Stock. ~~Based~~The onSeries ~~its~~A ~~review, the Trust determined that the~~ Preferred Shares ~~should~~have beno ~~treated~~stated asmaturity, ~~Equity. The~~are ~~Trust~~not ~~retained~~subject ~~a qualified third-party consultant~~ to ~~assist~~any ~~with~~sinking ~~its~~fund ~~analysis~~or ofmandatory redemption ~~the~~and ~~accounting~~will ~~treatment~~remain ~~for~~outstanding ~~the~~indefinitely ~~Preferred~~unless ~~Shares. Ultimately, the Trust concluded that~~ it ~~had~~redeem ~~incorrectly~~or ~~classified~~otherwise ~~the~~repurchase ~~Preferred~~them ~~Shares~~or ~~on its balance sheet and that~~ they ~~should~~are ~~be treated as Equity (not mezzanine equity) and the financial statements should be re-stated accordingly~~converted.

While the Trust believes that the restatement may be material from a quantitative perspective, it does not believe that the restatement is material from a qualitative standpoint other than for the second quarter of 2024 as a result of the non-compliance with the NYSE listing requirements. Accordingly, the Trust believes it is appropriate to file an amended 10-Q for the quarter ended June 30, 2024 on Form 10-Q/A which was filed with the SEC on September 24, 2024 (the 10-Q/A). Management concluded that for the rest of the prior periods, the error was immaterial and corrected within the 10-Q/A.

The only changes to the financial Statements contained in the original Form 10-Q and the 10-Q/A for the quarter ended June 30, 2024 are:

- Reclassification of the Preferred Shares on the Consolidated Balance Sheet to Equity - Elimination of the accrual of undeclared dividends for the Preferred Shares consistent with treatment of the Preferred Shares as Equity (previously accrued as an increase to the carrying value of the Preferred Shares on the Balance Sheet) - An Updated Consolidated Statement of Changes in Shareholders Equity to include the Preferred Shares - Removal of dividends from the supplemental disclosure contained in the Consolidated Statement of Cash Flows

The following table presents the effect of the revision on the Condensed Consolidated Balance Sheet as of December 31, 2023.

Schedule of Restatement of Financial Statements

	December 31, 2023			Adjustment			December 31, 2023
		As reported						As corrected
Condensed Balance Sheets
TOTAL ASSETS	$	70,210,240					$	70,210,240
LIABILITIES AND EQUITY
TOTAL LIABILITIES		39,440,196					$	39,440,196
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		9,305,988			(9,305,988	)	$	-
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952			8,489,952
Common Shares		3,389						3,389
Additional paid-in capital		47,254,625						47,254,625
Accumulated deficit		(25,793,958	)		816,036			(24,977,922	)
Total Equity		21,464,056						30,770,044
TOTAL LIABILITIES AND EQUITY	$	70,210,240					$	70,210,240

The following tables present the effect of the revision on the Trust’s previously reported Condensed Changes in Shareholder’s Equity as of December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023 and March 31, 2024. The following tables also present the effect of the restatement on the Trust’s previously reported Condensed Changes in Shareholder’s Equity as of June 30, 2024.

	December 31, 2022			Adjustment		December 31, 2022
	As reported					As corrected
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		46,369,311					46,369,311
Accumulated deficit		(10,775,616	)		163,207		(10,612,409	)
Total Equity		35,597,084					44,250,243

	March 31, 2023			Adjustment		March 31, 2023
	As reported					As corrected
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		46,596,320					46,596,320
Accumulated deficit		(11,277,869	)		326,414		(10,951,455	)
Total Equity		35,321,840					44,138,206

	June 30, 2023			Adjustment		June 30, 2023
	As reported					As corrected
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		46,821,677					46,821,677
Accumulated deficit		(13,632,515	)		489,621		(13,142,894	)
Total Equity		33,192,551					42,172,124

	September 30, 2023			Adjustment		September 30, 2023
	As reported					As corrected
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		47,038,151					47,038,151
Accumulated deficit		(23,818,458	)		652,828		(23,165,630	)
Total Equity		23,223,082					32,365,862

	March 31, 2024			Adjustment		March 31, 2024
	As reported					As corrected
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		47,471,100					47,471,100
Accumulated deficit		(28,034,163	)		979,243		(27,054,920	)
Total Equity		19,440,326					28,909,521

Condensed Balance Sheets
	June 30, 2024			Adjustment		June 30, 2024
	As reported					As restated
Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock		-			8,489,952		8,489,952
Common Shares		3,389					3,389
Additional paid-in capital		47,661,776					47,661,776
Accumulated deficit		(47,342,539	)		1,142,450		(46,200,089	)
Total Equity		322,626					9,955,028

The restatement contained in the 10-Q/A increased the Trust’s Total Equity on its consolidated Balance Sheet to approximately $10 million which is above the threshold required for NYSE American compliance as of June 30, 2024. On September 26, 2024, the Trust filed a Form 8-K with the SEC and issued a Press Release indicating that it received a notice from the NYSE American LLC rescinding the Deficiency Letter based on having total equity in excess of the applicable $2 million requirement. As of September 30, 2024, the Trusts Total Equity is approximately $9.77 million which is above the applicable requirement. There can be no assurance that the Trust will continue to comply with the NYSE American listing requirements in the future.

3 – GOING CONCERN

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.

~~The Trust’s~~As ~~cash~~of ~~and~~December ~~cash~~31, ~~equivalents~~2024, ~~and~~the ~~restricted~~Trust ~~cash~~had ~~totaled~~incurred ~~$2,395,642~~recurring losses asfrom ofoperations ~~September~~and ~~30,~~negative ~~2024,~~operating acash ~~decrease~~flows ofand ~~$1,709,242~~had ~~from December~~current ~~31,~~liabilities ~~2023.~~that ~~During~~were ~~the~~in ~~nine~~excess ~~months~~of ~~ended~~current ~~September~~assets. ~~30,~~These ~~2024,~~conditions raised ~~the~~substantial ~~decrease~~doubt inabout ~~cash~~the ~~was~~Trust’s ~~primarily~~ability ~~due~~ to ~~the~~continue ~~property~~as ~~carrying~~a ~~costs~~ going concern for ~~the~~a ~~properties~~period ~~that~~of ~~are~~one ~~security~~year ~~for~~from the ~~Greenhouse~~date ~~Loan~~of ~~and paydown~~ issuance of the ~~Greenhouse~~December ~~Loan~~31, 2024 financial statements.

~~The~~However, management has developed and is implementing ~~Trust’s~~a ~~current~~plan ~~loan~~intended ~~liabilities~~to ~~totaled~~alleviate ~~approximately~~the ~~$17.0~~substantial ~~million~~doubt asabout ofthe ~~September~~Trust’s ~~30,~~ability ~~2024~~to continue as a going concern. The ~~current~~plan ~~loan~~includes ~~liabilities include~~entering ~~approximately~~into ~~$16.3~~a ~~million~~transaction ~~for~~related to the Greenhouse Loan. ~~which~~Based ison inthe ~~default~~implementation of the plan and isthe ~~non-recourse~~resulting toimprovements in the Trust’s projected cash flows, Power REIT has concluded that substantial doubt about the Trust’s ability to continue as a going concern is alleviated. Accordingly, the financial statements for March 31, 2025 have been prepared assuming Power REIT will continue as a going concern.

OfOn a consolidated basis, the Trust’s cash and cash equivalents and restricted cash totaled $2,033,211 as of March 31, 2025, a decrease of $198,375 from December 31, 2024. During the three months ended March 31, 2025, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties and paydown of the Greenhouse Loan. Of the total amount of cash as of March 31, 2025, approximately $2.2 million is non-restricted cash available for general corporate purposes and ~~approximately~~ $~~163~~13,~~000~~700 is restricted cash related to the Greenhouse Loan which is in default and is non-recourse to the Trust (see Subsequent Events).

~~For the~~As ~~nine~~of ~~months~~March ~~ended September 30~~31, ~~2024~~2025, the Trust’s ~~determined~~current ~~that~~loan liabilities ~~there~~on ~~was~~a ~~substantial~~consolidated ~~doubt~~basis astotaled toapproximately ~~its~~$18.4 ~~ability~~million. toAs ~~continue~~of asMarch a31, ~~going concern~~2025, ason a ~~result~~consolidated ofbasis, the Trust’s current liabilities ~~that~~ far exceed current assets,. ~~net~~The ~~losses~~current ~~incurred,~~loan ~~reduced~~liabilities ~~revenue~~include ~~and~~approximately ~~increased~~$17.6 ~~property~~million of a bank loan secured ~~expenses~~by ~~related~~the tomajority of the greenhouse portfolio (the “Greenhouse Loan”) that was in default and is non-recourse to the Trust.

~~In early~~Effective ~~2024~~April 11, 2025, the Trust, ~~sold~~through ~~three~~its ~~properties~~subsidiaries, resolved ~~which~~issues iswith ~~expected~~its tolender ~~help~~concerning ~~with~~the ~~liquidity.~~Greenhouse ~~The~~Loan ~~net~~by ~~proceeds~~providing ~~from~~deeds-in-lieu ~~the~~of ~~sale~~foreclosure offor the ~~Salisbury, MA~~properties ~~property~~in ~~was~~Michigan and ~~approximately~~Nebraska. ~~$662~~In return,~~000~~ ofthe ~~unrestricted~~lender ~~cash~~released ~~and~~ the ~~approximately~~remaining ~~$456,000~~collateral ~~loan~~back ~~was~~to ~~retired~~subsidiaries atof ~~closing~~the Trust and isreleased ~~eliminated~~obligations related ~~from~~to ~~current~~the ~~liabilities~~Greenhouse Loan. The ~~sale~~Trust ofwill ~~two~~continue ~~greenhouse~~to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a ~~produced~~property ~~approximately~~in ~~$53~~Walsenburg,~~000~~ ofColorado; ~~restricted~~a ~~cash~~property ~~and~~in ~~should~~Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; ~~generate~~and ~~cash~~a ~~flow~~second ~~from~~mortgage ~~the~~on ~~seller~~a ~~financing~~property ~~provided~~in ~~that~~Elliot, ~~should~~Maine. ~~provide~~In ~~cash~~addition, toa ~~help~~subsidiary ~~service~~owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.

The Greenhouse Loan is in default and the subject of litigation (see Note 6 – LONG-TERM DEBT). Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets given that non-restricted cash should provide greater than twelve months of liquidity for capital needs unrelated to the greenhouse properties which are security for the Greenhouse Loan. In addition, it is possible that the Greenhouse Loan will lead to distressed sales including possibly through foreclosures, which would have a negative impact on the Trust’s prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, PW CanRE Holdings (defined below) entered into an amendment to the forbearance agreement which moves the expiration of the forbearance agreement to January 31, 2025. PW CanRE Holdings is in discussions with the lender to continue a process of orderly sales of assets to try and maximize value but there can be no assurance the bank will extend the forbearance again if the loan is not retired in a timely fashion. There can be no assurance that the efforts to sell, re-lease or recapitalize the assets which are security for the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement.14

17The transaction related to the Greenhouse Loan that closed on April 11, 2025 will result 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. Power REIT will continue to seek to realize value from the retained greenhouse assets and is exploring a shift in focus (See Subsequent Events).

~~As of~~Based on the ~~filing~~resolution ~~date,~~of ~~The Trust’s current liabilities far exceed current assets. If~~ the ~~Trust’s~~Greenhouse ~~plan~~Loan ~~to focus~~ on April ~~selling~~11, ~~properties~~2025, ~~entering~~ ~~into~~Power ~~new~~REIT ~~leases,~~should ~~improving~~alleviate ~~cash~~the ~~collections~~going ~~from~~concern ~~existing~~doubt ~~tenants~~ and ~~raising~~Power ~~capital~~REIT inshould ~~the~~be ~~form~~able ofto ~~debt~~continue oras ~~equity~~a isgoing ~~effectively~~concern albeit ~~implemented,~~with ~~the~~a ~~Trust’s~~smaller ~~plan~~portfolio ~~could~~of ~~potentially~~assets ~~provide~~given ~~enough~~that ~~liquidity.~~non-restricted ~~However,~~cash ~~the~~should ~~Trust~~provide ~~cannot~~greater ~~predict,~~than ~~with~~twelve ~~certainty,~~months ~~the outcome~~ of ~~its~~liquidity ~~actions~~for tocapital ~~generate~~needs (see ~~liquidity~~Subsequent Events).

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~~intends ~~related~~ to ~~its~~continue ~~various~~to ~~property-owning~~focus ~~subsidiaries consist principally of principal and interest expense~~ on ~~debts property~~selling ~~maintenance,~~greenhouse ~~property taxes~~properties, ~~insurance,~~entering ~~legal~~into asnew ~~well~~leases, asimproving ~~other~~cash ~~property~~collections ~~related~~from ~~expenses~~existing ~~that are not covered by~~ tenants. Toand ~~the~~raising ~~extent the Trust needs to raise additional~~ capital toin ~~meet~~the ~~its~~form ~~obligations,~~of ~~there can be no assurance that financing on favorable terms will~~debt beor ~~available~~equity ~~when needed. If Power REIT is unable~~ to ~~sell~~provide ~~certain~~liquidity. ~~assets~~However, ~~when~~the ~~anticipated~~Trust atcannot ~~prices~~predict, ~~anticipated~~with certainty, wethe ~~may~~outcome ~~not~~of ~~have~~these ~~sufficient cash~~actions to ~~fund~~generate ~~operations and commitments~~liquidity.

4Power REIT’s cash outlays at the parent company –level ~~ACQUISITION~~consist ~~AND~~principally ~~DISPOSITION~~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

2025 Disposition

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.

2024 Disposition

On ~~January~~ 8December 26, 2024, ~~two~~a wholly owned ~~subsidiaries~~subsidiary of Power REIT, PW CO CanRE ~~Sherman~~JKL 6 LLC, ~~and~~sold PWits COinterest ~~CanRE~~in MFa ~~LLC, sold two~~ cannabis related greenhouse cultivation ~~properties~~property located in Ordway, Colorado ~~to an affiliate of a tenant of one of the properties~~. The ~~properties~~property ~~are~~ was described in prior filings as Sherman 621 ~~(the~~and ~~tenant~~22 ofand ~~which~~was isvacant ~~affiliated with the tenant/purchaser)~~ and ~~Tamarack~~construction ~~14 which~~ was ~~vacant~~incomplete. The purchaser iswas an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $180,~~325,~~000. Asand ~~part of~~ the ~~transaction, a subsidiary of the Trust provided seller financing in the amount of $1,250,000 with an initial~~ ~~10%~~net ~~interest~~proceeds ~~rate~~were ~~that~~used ~~increases over time~~ to ~~15%~~pay ~~until~~down ~~maturity. The seller financing has a three-year maturity with a fixed amortization schedule of $75,000 for~~ the ~~first~~loan ~~month,~~secured ~~$40,000~~by ~~for~~ the ~~second~~greenhouse ~~and~~portfolio ~~third months, $45,000 for the fourth month~~ and ~~$15,000~~other ~~per~~accrued ~~month thereafter~~expenses ~~until~~related ~~maturity.~~to ~~The note is secured by a first mortgage on~~ the ~~properties and certain corporate and personal guarantees~~property. The ~~gain~~loss on sale recognized was approximately $~~213~~147,000.

~~SCHEDULE~~On January 30, 2024, a wholly owned subsidiary of OFPower ~~FAIR~~REIT, ~~VALUE~~PW OFSalisbury ~~ASSETS~~Solar ~~DISPOSITION~~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.

~~Sherman 6 Property:~~15

Land	150,000
Improvements	1,844,320
Acquired lease intangible assets
Total real estate investment	1,994,320
Less accumulated depreciation	(253,922	)
Less accumulated impairment charge	(1,020,398	)
Less acquired lease intangible amortization
Net book value of property upon sale	720,000

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 is 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 has a three-year maturity with a fixed amortization schedule of $40,000 for the first and second months, $45,000 for the third month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees. The gain on sale recognized was approximately $213,000.

Tamarack 14 Property:

Land	75,000
Improvements	2,187,700
Total real estate investment	2,262,700
Less accumulated depreciation	(27,163	)
Less accumulated impairment charge	(1,843,673	)
Net book value of property upon sale	391,864

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 is 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.

2023 Disposition

On January 6, 2023, a wholly owned subsidiary of Power REIT, sold its interest in five ground leases related to utility scale solar farms located in Tulare County, California for gross proceeds of $2,500,000. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. The properties were acquired by Power REIT in 2013 for $1,550,000 and Power REIT recognized a gain on sale of approximately $1,040,000.

SCHEDULE OF FAIR VALUE OF ASSETS DISPOSITION

Land	1,312,529
Acquired lease intangible assets	237,471
Total real estate investments	1,550,000
Less acquired lease intangible amortization	(91,349	)
Net book value of property upon sale	1,458,651

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 30, 2024, the Trust did not~~March ~~write off any straight-line rent receivable against rental income. During the three months ended September 30~~31, ~~2023,~~2025 ~~the~~and ~~Trust did not write off any straight-line rent receivable against rental income but during the nine months ended September 30~~2024, ~~2023,~~ the Trust wrote off a net amount of ~~approximately~~ $~~315,000,~~ 0 in straight-line rent receivable against rental income ~~based on its current assessment of collecting all remaining contractual rent on the greenhouse property leases~~. Total revenue from its leases recognized for the three months ended ~~September~~March 3031, ~~2024~~2025 and 2023 is approximately $1,367,000 (which includes recognition of approximately $925,000 of rental income for non-refundable security deposits related to defaulted leases) and $462,000, respectively. Total revenue from its leases recognized for the nine months ended September 30, 2024 ~~and 2023~~ is approximately $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) and~~ $1489,~~544,~~000, respectively.

Due to significant price compression in the wholesale cannabis market, ~~many of~~ the Trust’s cannabis related tenants ~~are~~have ~~currently~~experienced ~~experiencing~~ severe financial distress. Unfortunately, starting in 2022, collections from the CEA portfolio has diminished to a nominal amount. The Trust is exploring strategic alternatives with respect to the CEA portfolio and has listed ~~some of~~ the assets for sale ~~and may list additional assets~~.

Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025, Power REIT collected approximately 9298% of its consolidated revenue from two properties. The tenants were Norfolk Southern Railway and Regulus Solar, LLC which represent 4952% and 4346% of consolidated revenue, respectively. ~~The concentration percentages do not include the income from the recognition of security deposits related to defaulted leases.~~ Comparatively, during the ~~nine~~ three months ended ~~September~~March 3031, ~~2023~~2024, Power REIT collected approximately 8381% of its consolidated revenue from two properties. The tenants were Norfolk Southern Railway and Regulus Solar, LLC, which represent 4443%, and 3938% of consolidated revenue respectively.

19The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of March 31, 2025 for assets and assets held for sale where revenue recognition is considered on a straight-line basis:

The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of September 30, 2024 for assets held for use and assets held for sale where revenue recognition is considered on a straight-line basis:

	Assets Held for Use		Assets Held for Sale
2024 (three months left)	$	94,464		-
2025 (9 months remaining)	$	711,739		-
2025		811,802		-
2026		820,004		-
2027		828,155		-
2028		836,388		-
Thereafter		5,155,262		-
2029		844,703		-
Total	$	8,546,075	$	-
Thereafter		4,310,559		-
Total	$	8,351,548	$	-

6 – LONG-TERM DEBT

On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”). The Municipal Debt ~~had~~has approximately 9 years remaining. The Municipal Debt ~~had~~has a simple interest rate of 5.0% that is paid annually, due on February 1 of each year. The balance of the Municipal Debt as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 is approximately $0 ~~and $51,000, respectively~~. On January 30, 2024, the PWSS property was sold and the loan was paid off.

In July 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”). The PWSS Term Loan ~~had~~carries a fixed interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization schedule. The loan ~~was~~is secured by PWSS’ real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~ 2024 is approximately $0 ~~and $456,000 (net of approximately $0 of capitalized debt costs), respectively~~. On January 30, 2024 the PWSS property was sold and the loan was paid off.

On November 6, 2015, PWRS entered into a 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 to the benefit of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate. As of September 30, 2024 and December 31, 2023, the balance of the 2015 PWRS Loan was approximately $6,506,000 (net of unamortized debt costs of approximately $219,000) and $6,957,000 (net of unamortized debt costs of approximately $235,000), respectively.16

On November 256, ~~2019~~2015, ~~Power~~PWRS ~~REIT,~~entered ~~through~~into a ~~subsidiary,~~loan PWagreement (the ~~PWV~~“2015 ~~Holdings~~PWRS ~~LLC~~Loan ~~(“PW PWV~~Agreement”), ~~entered into a loan agreement~~ with a certain lender for $1510,~~500~~150,000 (the “PW2015 ~~PWV~~PWRS Loan”). The PW2015 ~~PWV~~PWRS Loan is secured by ~~pledge~~land ofand PWintangibles ~~PWV’s~~owned ~~equity~~by ~~interest in~~PWRS. ~~P&WV,~~PWRS ~~its~~issued ~~interest in the Railroad Lease and~~ a ~~security~~note ~~interest~~to inthe abenefit ~~deposit~~of ~~account (~~the ~~“Deposit~~lender ~~Account”) pursuant to a Deposit Account Control Agreement~~ dated November 256, ~~2019~~2015 ~~into~~with ~~which~~a ~~the P&WV rental proceeds is deposited. Pursuant to the~~maturity ~~Deposit~~date ~~Account~~of ~~Control~~October ~~Agreement~~14, ~~P&WV~~2034 ~~has~~and ~~instructed~~a ~~its~~4.34% ~~bank~~interest torate. ~~transfer~~As ~~all~~of ~~monies~~March ~~deposited~~31, in2025 ~~the~~and ~~Deposit~~December ~~Account~~31, to2024, the ~~escrow agent~~balance ~~as a dividend/distribution payment pursuant to the terms~~ of the PW2015 ~~PWV~~PWRS Loan ~~Agreement. The PW PWV Loan is evidenced by a note issued~~was byapproximately ~~PW PWV to the benefit of the lender for~~ $156,~~500~~472,000, ~~with a fixed interest rate of 4.62% and fully amortizes over the life of the financing which matures in 2054~~ (35net ~~years). The balance~~ of ~~the~~unamortized ~~loan~~debt ascosts of ~~September~~approximately 30$207,000) ~~2024~~ and ~~December 31, 2023 is~~ $146,~~253~~944,000 (net of ~~approximately $269,000~~ of ~~capitalized~~unamortized debt costs) ~~and $14,412,000 (net~~ of approximately $~~276~~230,000 ~~of capitalized debt costs~~), respectively.

20On November 25, 2019, Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “PW PWV Loan Agreement”) with a certain lender for $15,500,000 (the “PW PWV Loan”). The PW PWV Loan is secured by pledge of PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account (the “Deposit Account”) pursuant to a Deposit Account Control Agreement dated November 25, 2019 into which the P&WV rental proceeds are deposited. Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited in the Deposit Account to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The PW PWV Loan is evidenced by a note issued by PW PWV to the benefit of the lender for $15,500,000, with a fixed interest rate of 4.62% and fully amortizes over the life of the financing which matures in 2054 (35 years). The PW PWV Loan is non-recourse to Power REIT. The balance of the loan as of March 31, 2025 and 2024 was approximately $14,143,000 (net of approximately $265,000 of capitalized debt costs) and approximately $14,198,000 (net of approximately $267,000 of capitalized debt costs), respectively.

On December 21, 2021, a wholly-owned subsidiary of Power REIT (“PW CanRE Holdings”) entered into a debt facility with initial availability of $20 million (the “Greenhouse Loan”). The facility is non-recourse to Power REIT and has perfected liens against all of Power REIT CEA portfolio properties except for the property located in Vinita, OK. The Greenhouse Loan had a 12 month draw period and then converts to a term loan that is fully amortizing over five years. The interest rate on the Greenhouse Loan was 5.52% with an additional default interest rate of 5.0% and throughout the term of the loan, a debt service coverage ratio of equal to or greater than 2.00 to 1.00 must be maintained. On October 28, 2022, the terms of the Greenhouse Loan were amended such that the amortization period was extended from 5 years to 10 years for the calculation of debt service coverage ratio and a 6-month debt service payment reserve requirement of $1 million was established. On March 13, 2023 an additional modification of the terms of the Greenhouse Loan was implemented which is summarized as follows:

- The total commitment was reduced from $20 million to $16 million. - The interest rate was changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%. - Monthly payments on the Greenhouse Loan ~~will~~were to be interest only until maturity. - A portion of the proceeds from the sale of assets within the Borrowing Base for the Greenhouse Loan will be required to pay the outstanding loan amount. - The maturity date of the Greenhouse Loan was changed to December 21, 2025. - The Debt Service Coverage ratio will be 1.50 to 1.00 and the test will be performed on an annual basis and is eliminated until the calendar year 2024. - The definition of assets included in the Borrowing Base for the Greenhouse Loan no longer eliminates assets where tenants are in default for failure to make timely rent payments. - An agreed upon minimum liquidity amount shall be maintained in the amount of $1 million. - A $160,000 fee will be charged by the bank for the modification.

~~Debt issuance~~The ~~expenses~~balance of ~~$0 have~~the ~~been~~loan ~~capitalized~~as of ~~during~~March ~~the~~31, ~~three~~2025 and ~~nine~~December ~~months ended September 30~~31, 2024 ~~and~~was ~~2023, respectively. Amortization of~~ approximately $~~0 and $38~~17,~~800 has been recognized for the nine months ended September 30~~671,000 ~~2024 and 2023, respectively and $0 and~~ (approximately $~~46,000 deferred~~13.5 ~~debt~~million ~~issuance~~of ~~costs were re-classed as contra liability upon the loan commitment reduction for the nine months ended September 30~~principal, ~~2024 and 2023~~$2.6 ~~Amortization~~million of ~~approximately $0~~interest and ~~$13,000 has~~default ~~been~~interest ~~recognized for the three months ended September 30, 2024~~ and ~~2023, respectively~~1.6 ~~The~~million ~~balance~~ of ~~the~~ loan asexpenses) ~~of September 30, 2024~~ and ~~December 31, 2023 is approximately~~ $16,~~276~~720,000 ~~(net~~ of (approximately $~~0 of~~13.3 ~~debt~~million ~~costs)~~of ~~and $14~~principal,~~358,000 (net~~ ~~of approximately~~ $~~0 of debt costs)~~2.1 ~~During~~million ~~the~~of ~~nine months ended September 30, 2024~~ interest and ~~2023,~~default ~~the~~interest ~~Trust recognized $0~~ and $~~160,000, respectively~~1.3 million of loan ~~modification~~expenses), ~~expense~~respectively. During the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Trust ~~did not recognize~~ ~~any loan modification expense in connection with the modification. During the nine months ended September 30, 2024 and 2023, the Trust~~ recognized approximately $~~739~~289,000 ~~and~~ ~~$0, respectively, of late charges, forbearance fees, legal fees, foreclosure fees~~ and ~~appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended September 30, 2024 and 2023, the Trust recognized approximately~~ $~~116~~251,000 ~~and $0~~, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the ~~nine and~~ three months ended ~~September~~March 3031, ~~2024~~2025, approximately $24,~~801~~132,000 of accrued loan expenses related to the Greenhouse Loan ~~was~~is ~~reclassified~~classified ~~from~~as ~~accrued expenses to~~ current portion of long-term debt on the Balance Sheet.

As of September 30, 2024, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $16,276,000. The lender has declared a default of the loan which allows for the acceleration of the Greenhouse Loan which is being treated as a current debt obligation. On March 13, 2024, East West Bank (“EWB”) initiated a complaint in the Superior Court of California, County of Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. There can be no assurance that PW CanRe, LLC Holdings will be able to satisfy the requirements of the lender which could result in the foreclosure of collateral. Although the Greenhouse Loan is non-recourse to Power REIT, foreclosure of properties would result in a decrease in assets and potential income to Power REIT. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, the Trust entered into an amendment to the forbearance agreement which moves the expiration of the forbearance agreement to January 31, 2025. We are in discussions with the lender to continue a process of orderly sales of assets to try and maximize value but there can be no assurance the bank will extend the forbearance again if the loan is not retired in a timely fashion. There can be no assurance that the efforts to sell, re-lease or recapitalize the assets which are security for the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement.17

21As of March 31, 2025, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $17,671,000. The lender has declared a default of the loan which allows for the acceleration of the Greenhouse Loan which is being treated as a current debt obligation. On March 13, 2024, East West Bank (“EWB”) initiated a complaint in the Superior Court of California, County of Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, the Trust entered into an amendment to the forbearance agreement which moved the expiration of the forbearance agreement to January 31, 2025. As of the date of the filing, the forbearance agreement terminated, and the greenhouse portfolio was subject to foreclosure. Effective April 11, 2025, Power REIT, through its subsidiaries, resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the 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, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.

The ~~amount~~ oftransaction ~~principal~~related ~~payments~~to ~~remaining~~the Greenhouse Loan closed on ~~Power~~April ~~REIT’s~~11, ~~long-term~~2025 ~~debt~~and aswill result in the write-off of ~~September~~the 30Nebraska and Michigan properties, ~~2024~~along ~~including~~with the ~~modified~~remaining ~~repayment schedule~~balance ~~for~~of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining these properties. Power REIT will continue to seek to realize value from the retained assets and is asexploring ~~follows:~~a shift in focus and is evaluating real estate distressed situations including properties, loans and companies (see Subsequent Events).

The amount of principal payments remaining on Power REIT’s debt as of March 31, 2025, which includes the Greenhouse Loan, is as follows:

SCHEDULE OF LONG TERM DEBT

	Total Debt
2025 (Nine months remaining)	$	18,338,215
2024 (Three months remaining)	$	16,351,974
2026	$	791,212
2025		749,218
2027	$	835,036
2026		791,212
2028	$	880,909
2027		835,036
2029	$	928,923
2028		880,909
Thereafter	$	16,985,073
Thereafter		17,913,996
Long term debt	$	38,759,368
Long term debt	$	37,522,345

7 – IMPAIRMENT AND ASSET HELD FOR SALE

~~During~~ For the ~~first,~~three ~~second~~months ~~and~~ended March ~~third~~31, ~~quarter of 2024~~2025, the Trust concluded that anno impairment of asset value ~~of certain assets within its greenhouse portfolio~~ was ~~appropriate based on challenging market conditions including updated listing broker and market feedback evaluated during the first, second and third quarter of 2024~~necessary. During the ~~third quarter of 2024, subsidiaries of the Trust listed additional properties for sale. Based on this, during the~~ three months ended ~~September~~March 3031, 2024, the Trust recorded approximately $549,600 of a non-cash impairment charge, ofall ~~approximately $195,000~~ related to ~~the~~assets ~~brokerage~~held ~~listing~~for ~~fees that would be incurred upon a~~ sale. ~~The~~ ~~Trust~~Any ~~incurred~~decline ain ~~non-cash~~the ~~impairment~~estimated fair ~~charge~~values of ~~approximately~~ ~~$8.2 million during~~ the ~~three~~Trust’s ~~months~~assets ~~ended~~could ~~September~~result ~~30,~~in ~~2023.~~impairment ~~During~~charges in the ~~nine~~future. ~~months~~It ~~ended~~is ~~September~~possible ~~30,~~that ~~2024~~such ~~and 2023~~impairments, ~~the~~if ~~Trust recorded~~required, acould ~~non-cash impairment charge of approximately $18.2~~be ~~million and $8~~material.~~2 million, respectively.~~

~~The bulk~~A ofsummary the greenhouse portfolio is security for the Greenhouse Loan which is in default which may negatively impact the values received from marketing these assets for sale. Any further decline in the estimated fair values of the Trust’s ~~assets could result in~~ impairment expense ~~charges~~for in the ~~future.~~three Itmonths isended ~~possible~~March ~~that such impairments~~31, if2025 ~~required,~~and ~~could~~2024 beis ~~material.~~below:

A summary of the Trust’s impairment expense is below:

SUMMARY OF TRUSTS IMPAIRMENT EXPENSES

	2024		2023		2024		2023
	2025		2024
	Three Months Ended				Nine Months Ended
	Impairment Expense
	September 30,				September 30,
	Three Months Ended
	2024		2023		2024		2023
	March 31,
Assets Held for Sale	$	195,403	$	4,031,282	$	14,733,387	$	4,031,282
	2025		2024
Long-Lived Assets		-		4,203,854		3,460,997		4,203,854
Assets Held for Sale	$	-	$	549,557
Impairment Expenses	$	195,403	$	8,235,136	$	18,194,384	$	8,235,136
Long-Lived Assets		-		-
Impairment Expenses	$	-	$	549,557

2218

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 ~~2024~~ since all criteria under ASC 360-10-45-9 were met. The ~~prior period comparative~~ balance sheet as of December ~~31,~~ ~~2023 is recast to achieve comparability. The balance sheet as of December~~ 31, ~~2023~~2024 also included the ~~Salisbury~~Tam ~~and~~18 ~~Sherman~~property ~~6 properties~~ which was ~~were~~ sold during the first quarter of ~~2024~~2025 and therefore removed from the ~~September~~March 3031, ~~2024~~2025 column. The assets and liabilities of assets held for sale were as follows:

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
ASSETS
Land		21,~~676~~611,~~269~~833		31,~~949~~640,~~827~~875
Greenhouse cultivation and processing facilities, net of accumulated depreciation		2423,~~591~~492,~~372~~674		4423,~~434~~647,~~266~~410
Prepaid Expense		~~181~~261,~~734~~814		14460,~~021~~698
Deferred rent receivable		-		13,169
Other assets		65,319		68,022
Other assets		70,724		69,972
TOTAL ASSETS - Held for sale		25,431,640		25,817,005
TOTAL ASSETS - Held for sale		27,520,099		48,481,255
LIABILITIES
Accounts payable		~~355~~118,~~868~~905		~~847~~139,~~795~~355
Tenant security deposits		67,492		992,216
Accrued expenses		1,187,871		1,174,289
Prepaid rent		-		33,000
Other liabilities		238,165		356,454
Accrued expenses		1,027,175		781,528
TOTAL LIABILITIES - Held for sale		1,544,941		1,670,098
Other liabilities		57,675		57,675
Current portion of long-term debt, net of unamortized discount		-		462,411
Long-term debt, net of unamortized discount		-		44,712
TOTAL LIABILITIES - Held for sale		1,508,210		3,219,337

Other Liabilities

Other liabilities as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 is approximately $58238,000 and $356,000, ~~which~~respectively. ~~includes~~Other liabilities represent the finance loan agreement for the ~~tractor~~ tractor used at the Nebraska greenhouse ~~for both years~~. The loan is payable annually over five years with a 1.9% interest rate and matures on August 21, 2028 which is in default. Other liabilities also include a finance agreement for a property insurance policy for properties that are considered held for sale.

Other Assets

Other assets as of ~~September~~March 3031, ~~2024~~2025 and December 31, 2024 ~~2023~~ is approximately $7165,000 and ~~approximately~~ $7068,000, respectively,. ~~which~~Other ~~mainly~~assets ~~represents~~represent a tractor purchased by PW MillPro NE on August 21, 2023 for use at the Nebraska greenhouse (net of depreciation), and a security deposit for the electric company that was paid for a property considered held for sale.

8 – EQUITY AND LONG-TERM COMPENSATION

Summary of Stock 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, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards. As of ~~September~~March 3031, ~~2024~~2025, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently 12,~~925~~348,~~002~~710 which is subject to adjustment per the Plan.

Summary of Stock Based Compensation Activity – Options

On July 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire 205,000 shares of common stock 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 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.

2319

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 used a 0% forfeiture rate in calculating unrecognized share-based compensation expense and will account for forfeitures as they occur. On ~~January 31, 2023, 6,250 options and on April 30, 2023, 1,250 options were forfeited by an employee who is no longer employed by the Trust.~~ On February 29, 2024, 4,722 options were forfeited due to the death of a Trustee.

The summary of stock-based compensation activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, with respect to the Trust’s stock options, is as follows:

Summary of Activity - Options
				Weighted
				Average		Aggregate
	Number of Options			Exercise Price		Intrinsic Value
Balance as of December 31, 2023		197,500		$	13.44		-
Options Forfeited		(4,722	)		13.44
Balance as of September 30, 2024		192,778			13.44		-
Options exercisable as of September 30, 2024		140,694		$	13.44		-

Summary of Activity - Options

The weighted average remaining term of the options is 7.6 years.

			Weighted
	Number of		Average		Aggregate
	Options		Exercise Price		Intrinsic Value
Balance as of December 31, 2024		192,778	$	13.44		-
Options Forfeited		-		13.44
Balance as of March 31, 2025		192,778		13.44		-

Options exercisable as of March 31, 2025		171,944	$	13.44		-

24The weighted average remaining term of the options is 7.11 years.

Summary of Stock Based Compensation Activity – Restricted Stock

The summary of stock-based compensation activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, with respect to the Trust’s restricted stock, was as follows:

Summary of Activity - Restricted Stock
	Number of			Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value
Balance as of December 31, 2023		13,415			18.50
Plan Awards		-			-
Restricted Stock Forfeited		-			-
Restricted Stock Vested		(7,861	)		22.08
Balance as of September 30, 2024		5,554			13.44

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		(1,667	)		13.44
Balance as of March 31, 2025		2,220			13.44

Stock-based Compensation

During ~~the~~ ~~nine months ended September 30, 2024,~~ the ~~Trust~~three recorded approximately $174,000 of non-cash expense related to restricted stock and approximately $377,000 of non-cash expense related to options granted compared to approximately $276,000 of non-cash expense related to restricted stock and approximately $393,000 of non-cash expense related to options granted for the nine months ended ~~September~~March 3031, ~~2023. During the three months ended September 30~~2025, ~~2024,~~ the Trust recorded approximately $22,000 of non-cash expense related to restricted stock and approximately $121,000 of non-cash expense related to options granted compared to approximately $86,000 of non-cash expense related to restricted stock and approximately $131,000 of non-cash expense related to options granted for the three months ended ~~September~~March 3031, ~~2023~~2024. As of ~~September~~March 3031, ~~2024~~2025, there was approximately $5230,000 of of total unrecognized share-based compensation expense for restricted stock and approximately $~~403~~160,000 of total unrecognized share-based expense for options, which expense will be recognized through the third quarter of 2025. 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~~ 20

~~The Trust filed a June 30, 2024 Form 10-Q/A to amend the classification of the~~ Preferred Stock from mezzanine equity to equity on its Consolidated Balance Sheet. As part of this reclassification, the Trust also eliminated the accrual of dividends consistent with treatment of the Preferred Stock as Equity. The Consolidated Statement of Changes in Shareholders’ Equity also now includes the Preferred Stock consistent with its treatment as Equity. During the three and nine months ended September 30, 2024, the Trust did not declare a total of approximately $163,000 and $490,000, respectively of dividends to holders of Power REIT’s Series A Preferred Stock. As of September 30, 2024, the total amount of undeclared dividends related to the Series A Preferred Stock is approximately $1.3 million.Dividends

9During the three months ended March –31, ~~RELATED~~2025 ~~PARTY~~and ~~TRANSACTIONS~~2024, the Trust did not declare a quarterly dividend of approximately $163,000 of dividends to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.

~~Power REIT~~9 ~~has~~– aSEGMENT relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’). David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, 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 a lender to the tenant of one of the Trust’s Colorado properties. As of September 30, 2024, these properties are currently not operational and the Trust is evaluating alternatives related thereto. Total rental income recognized for the three and nine months ended September 30, 2024 and 2023 is $0 from the tenants that are affiliated with MILC in Colorado, Oklahoma and Nebraska. Total rental income recognized for the three and nine months ended September 30, 2024 was $785,000 and $785,000, respectively, from the tenant affiliated with MILC in Michigan based on the recognition of a security deposit as income during the third quarter of 2024. Total rental income recognized for the three and nine months ended September 30, 2023 is $0 from the tenants that are affiliated with MILC in Michigan. Power REIT retained former employees of MILC to maintain and upkeep the property in Nebraska. The MILC employees were initially paid through a payroll service used by a subsidiary of MILC and a subsidiary of Power REIT reimbursed MILC for the actual expenses related hereto. For the nine and three months ended September 30, 2023, total payments to MILC for payroll is $124,035 and $39,242. This arrangement ended in January 2024.INFORMATION

25The 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.

~~Effective March~~10 1,– ~~2022,~~RELATED ~~the~~PARTY Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $2,205,000, was to be supplied by IntelliGen Power Systems LLC (“IntelliGen”) which is owned by Hudson Bay Partners (“HBP”), an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of September 30, 2024 and December 31, 2023, $1,102,500 and $1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied. On January 23, 2023, the Sweet Dirt lease was amended to reduce the amount of improvements to be funded by PW SD to eliminate the remaining funding to IntelliGen with a corresponding reduction in lease payments to maintain the same overall yield.TRANSACTIONS

~~Under the~~Power ~~Trust’s~~REIT, ~~Declaration~~through ~~of Trust~~subsidiaries, ~~the~~had ~~Trust~~a ~~may~~relationship with ~~enter~~subsidiaries ~~into~~of ~~transactions~~Millennium inSustainable ~~which~~Ventures ~~trustees~~Corp., ~~officers~~formerly orMillennium ~~employees~~Investment ~~have~~and aAcquisition ~~financial~~Company Inc. (“MILC’). ~~interest~~David H. Lesser, ~~provided~~Power ~~however~~REIT’s Chairman and CEO, ~~that~~is inalso ~~the~~Chairman ~~case~~and CEO of aMILC. ~~material~~MILC, ~~financial~~through ~~interest~~subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the ~~transaction~~Trust’s Oklahoma, Michigan and Nebraska properties and MILC is ~~disclosed~~a lender to the ~~Board~~tenant of ~~Trustees or~~one of the ~~transaction~~Trust’s ~~shall~~Colorado beproperties. ~~fair~~As of March 31, 2025, these properties were not operational and ~~reasonable~~the Trust is evaluating alternatives related thereto. ~~After~~Total ~~consideration~~rental ofincome recognized for the ~~terms~~three ~~and~~months ~~conditions~~ended ofMarch 31, 2025 and 2024 from the ~~transaction~~tenants that are affiliated with ~~HBP~~MILC in Colorado, ~~IntelliGen~~Oklahoma, Michigan and Nebraska was $0. Power REIT retained former employees of MILC to maintain and upkeep the ~~lease~~property ~~transactions~~in ~~with~~Nebraska. ~~subsidiaries~~The MILC employees were initially paid through a payroll service used by a subsidiary of MILC and ~~affiliates~~a subsidiary of Power REIT reimbursed MILC, for the ~~independent~~actual ~~trustees~~expenses ~~approved~~related ~~such~~hereto. ~~arrangements~~For ~~having~~the ~~determined~~year ended December 31, 2023, total ~~such~~payments ~~arrangement~~to ~~are~~MILC ~~fair~~for ~~and~~payroll ~~reasonable~~was ~~and~~$162,700. inThis ~~the~~arrangement ~~interest~~ended ofin ~~the~~January ~~Trust~~2024.

10Under the Trust’s Declaration of Trust, the –Trust ~~LEGAL~~may ~~PROCEEDINGS~~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.

On November 17, 2023, Anchor Hydro (“Anchor”) initiated a complaint, as amended, in the Michigan Circuit Court for the County of Calhoun (Case No. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC (collectively the “PW Defendants”) for Breach of Contract, Unjust Enrichment and Account Stated in the amount of approximately $600,000. The litigation relates to purported work by Anchor at the greenhouse property owned by PW MI CanRE Marengo LLC in Michigan. On July 9, 2024, Anchor and the PW Defendants entered into a settlement agreement (the “Anchor Settlement”) whereby Anchor will complete certain work at the greenhouse property in Michigan and the PW Defendants will pay Anchor $265,000 ($150,000 up front and $11~~,500 per~~ ~~month~~– for ten months commencing on September 1, 2024) as well as the return of certain uninstalled equipment provided by Anchor. In connection with the Anchor Settlement, the Trust recognized $351,000 as income related to forgiveness of accounts payable during the quarter ended September 30, 2024.CONTINGENCIES

~~On September~~The ~~11,~~Trust’s ~~2024~~wholly-owned subsidiary, ~~PW CO CanRE Cloud Nine LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE Cloud Nine LLC~~P&WV, ~~in the amount of approximately $10.9 million. The Trust~~ is ~~evaluating~~subject ~~the~~to ~~potential~~various torestrictions ~~collect~~imposed ~~against~~by the ~~defendants~~Railroad inLease ~~this~~with ~~litigation for this Judgement~~NSC, ~~but~~including ~~will treat~~restrictions ~~any recovery~~ on ashare ~~cash~~and ~~basis~~debt ~~for~~issuance, ~~accounting purposes~~including guarantees.

2612 - SUBSEQUENT EVENTS

~~Item~~On April 11, 2025, Power REIT 2.resolved ~~Management’s~~issues ~~Discussion~~with ~~and~~its ~~Analysis~~lender concerning the Greenhouse Loan by providing deeds-in-lieu of ~~Financial~~foreclosure ~~Condition~~for the greenhouse properties in Michigan and ~~Results~~Nebraska. In return, the lender released the remaining collateral back to subsidiaries of ~~Operations~~Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.

~~CAUTIONARY~~The transaction related to the Greenhouse Loan closed ~~STATEMENT~~on ~~REGARDING~~April ~~FORWARD~~11, 2025 and will result in the write-~~LOOKING~~off ~~STATEMENTS~~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

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.21

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 1A2. ~~“Risk~~Management’s ~~Factors”~~Discussion and ~~elsewhere~~Analysis ~~in this Report, and those identified under Part I, Item 1A~~ of ~~the~~Financial ~~Annual~~Condition ~~Report on Form 10-K for the year ended December 31, 2023 that we filed with the Securities~~ and ~~Exchange~~Results ~~Commission on March 29, 2024 (the “2023 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~~Operations. 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.

~~MANAGEMENT’S DISCUSSION~~CAUTIONARY ~~AND~~STATEMENT ~~ANALYSIS~~REGARDING FORWARD-LOOKING STATEMENTS

~~We are~~This aQuarterly ~~Maryland~~Report on Form 10-~~domiciled,~~Q ~~internally~~(this “Report”) includes forward-~~managed~~looking ~~real~~statements ~~estate~~within ~~investment~~the ~~trust~~meaning of Section 27A of the Securities Act of 1933, as amended (athe “~~REIT~~Securities Act”), ~~that~~and ~~owns~~Section a21E ~~portfolio~~of the Securities Exchange Act of ~~real~~1934, ~~estate~~as amended (the “Exchange Act”). Forward-looking statements ~~assets~~are ~~related~~those that predict or describe future events or trends and that do not relate solely to ~~transportation~~historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” ~~energy~~“expect,” ~~infrastructure~~“will,” ~~and~~“anticipate,” “intend,” ~~Controlled~~“estimate,” ~~Environment~~“project,” ~~Agriculture~~“plan,” (“~~CEA~~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 ~~United~~future ~~States~~of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements.

WeYou should not place undue reliance on any forward-looking statements because the matters they describe are ~~structured~~subject asto aknown ~~holding~~and ~~company~~unknown risks, uncertainties and ~~own~~other unpredictable factors, many of which are beyond our ~~assets~~control, ~~through~~including ~~twenty-four~~those ~~direct~~identified ~~and~~below, ~~indirect~~under ~~wholly-owned~~Part II, ~~special~~Item ~~purpose~~1A. ~~subsidiaries that~~“Risk ~~have~~Factors” ~~been~~and ~~formed~~elsewhere in this ~~order~~Report, toand ~~hold~~those ~~real~~identified ~~estate~~under ~~assets~~Part I, ~~obtain~~Item ~~financing~~1A ~~and~~of ~~generate~~the ~~lease~~Annual ~~revenue.~~Report Ason ofForm ~~September~~10-K 30for the year ended December 31, 2024 that we filed with the Securities and Exchange Commission on March 31, 2025 (the “2024 10-K”). Our forward-looking statements are ~~Trust’s~~based ~~assets~~on ~~consisted~~the information currently available to us and speak only as of ~~approximately~~the ~~112~~date ~~miles~~of the filing of ~~railroad~~this ~~infrastructure~~Report. New risks and ~~related~~uncertainties arise ~~real~~from ~~estate~~time ~~which~~to time, and it is ~~owned~~impossible byfor ~~its~~us ~~subsidiary Pittsburgh~~to &predict ~~West~~these ~~Virginia~~matters ~~Railroad~~or ~~(“P&WV”)~~how they may affect us. Over time, ~~approximately~~our ~~447~~actual ~~acres~~results, performance, offinancial ~~fee~~condition ~~simple~~or ~~land~~achievements ~~leased~~may todiffer afrom ~~number~~the ofanticipated ~~utility~~results, performance, financial condition or achievements ~~scale~~that ~~solar~~are ~~power~~expressed ~~generating~~or ~~projects~~implied ~~with~~by anour ~~aggregate~~forward-looking ~~generating~~statements, ~~capacity~~and ofsuch ~~approximately~~differences 82may ~~Megawatts~~be ~~(“MW”)~~significant and ~~approximately~~materially adverse to our ~~249~~security ~~acres~~holders. ofOur ~~land~~forward-looking ~~with~~statements ~~approximately~~contained ~~2,112,000~~herein ~~square~~speak ~~feet~~only as of ~~existing~~the date hereof, and we make no commitment to update or ~~under~~publicly ~~construction~~release ~~CEA~~any ~~properties~~revisions to forward-looking statements in ~~the~~order ~~form~~to ofreflect ~~greenhouses~~new information or subsequent events, circumstances or changes in expectations.

During the nine months ended September 30, 2024, the Trust did not declare quarterly dividends of approximately $490,000 ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.Overview

~~Our primary~~We ~~objective~~are isa toMaryland-domiciled, ~~maximize the long~~internally-~~term~~managed ~~value~~real estate ofinvestment ~~the~~trust ~~Trust~~(a ~~for~~“REIT”) ~~our shareholders. To~~ that ~~end,~~owns ~~our~~a ~~business~~portfolio ~~goals~~of ~~are~~real toestate ~~obtain the~~assets ~~best~~related ~~possible rental income at our properties in order~~ to ~~maximize our cash flows~~transportation, ~~net~~energy ~~operating income, funds from operations, funds~~infrastructure ~~available for distribution to shareholders~~ and ~~other~~Controlled ~~operating~~Environment ~~measures~~Agriculture ~~and~~(“CEA”) ~~results,~~in ~~and ultimately to maximize~~ the ~~values~~United ~~of our properties~~States.

ToWe are structured as a holding company ~~achieve~~and ~~this~~owns ~~primary~~our ~~goal~~assets through twenty-four direct and indirect wholly-owned, wespecial purpose subsidiaries that have ~~developed~~been aformed ~~business~~in ~~strategy~~order to ~~focused~~hold onreal ~~increasing~~estate ~~the~~assets, ~~values~~obtain financing and generate lease revenue. As of March 31, 2025, our ~~properties~~assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and ~~ultimately~~approximately 237 acres of land with approximately 2,053,000 square feet of existing or under construction CEA properties in the ~~Trust,~~form of greenhouses (which ~~includes:~~amounts include certain properties that have been transferred to the lender under a loan secured by our Greenhouse Portfolio (the “Greenhouse Loan”), as described below).

●During ~~Raising~~the ~~capital~~three bymonths ~~monetizing~~ended ~~the~~March ~~embedded~~31, ~~value~~2025, inwe ~~our~~did ~~portfolio~~not todeclare ~~improve~~a ~~our~~quarterly ~~liquidity~~dividend ~~position~~of ~~and~~approximately $163,000 as($0.484375 ~~appropriate~~per ~~reducing~~share ~~debt~~per ~~levels~~quarter) toon ~~strengthen~~Power ~~our~~REIT’s ~~balance~~7.75% ~~sheet;~~Series A Cumulative Redeemable Perpetual Preferred Stock.

●Our ~~Selling~~primary ~~off~~objective ~~non~~is to maximize the long-~~core~~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 ~~underperforming~~other ~~assets;~~operating measures and results, and ultimately to maximize the values of our properties.

●To ~~Seeking~~achieve tothis ~~re-lease~~primary goal, we have developed a business strategy focused on increasing the values of our properties, ~~that~~and ~~are~~ultimately ~~vacant~~of orthe ~~have~~Trust, ~~non-performing~~which ~~tenants~~includes:

● Raising capital ~~the~~by ~~overall~~monetizing ~~level~~the ofembedded ~~quality~~value ofin our portfolio to improve our liquidity position and, ofas ~~individual~~appropriate ~~properties~~reducing indebt levels to strengthen our ~~portfolio~~balance sheet;

● ~~Improving~~Selling off ~~the~~non-core ~~operating~~properties ~~results~~and ofunderperforming ~~our properties~~assets; ~~and~~

~~● Taking steps to position the Company for future growth opportunities.~~22

27● Seeking to re-lease properties that are vacant or have non-performing tenants

~~Recent~~● Raising ~~Developments~~the overall level of quality of our portfolio and of individual properties in our portfolio;

~~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~~Improving ~~greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of~~ the ~~properties.~~operating ~~The~~results ~~properties are described in prior filings as Sherman 6 (the tenant~~ of ~~which~~our is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser is an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $1,325,000. 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 has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second and third months, $45,000 for the fourth 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.~~

On●Taking ~~January~~steps ~~30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related~~ to ~~utility scale~~position ~~solar~~ourselves ~~farms located in Salisbury, Massachusetts~~ for ~~gross~~future ~~proceeds~~growth ~~of $1~~opportunities.2 million. The purchaser is 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.

~~Our wholly~~Recent owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), owns a 1,121,513 square foot greenhouse cultivation facility (the “MillPro Facility”) on an approximately 86-acre property and a separate approximately 4.88-acre property with a 21-room employee housing building (the “Housing Facility”) located in O’Neill, Nebraska (collectively the “Property”). Unfortunately, the market for tomatoes compressed and the original tenant was unable to meet its financial obligations and vacated the property. In February of 2024, PW MillPro entered into a 20-year triple-net lease with a tenant with an initial rent of $1 million per year after a 6-month deferred rent period along with a Letter of Intent to purchase the property for $9.2 million with a deadline of December 31, 2024. There can be no assurance that the tenant will fulfill its lease obligations or purchase the property and the tenant is currently in default on the lease.Events

~~Effective October~~On 1February 6, ~~2024~~2025, ~~the~~our wholly owned subsidiary, PW CO CanRE ~~Holdings~~JKL ~~entered~~LLC ~~into~~received ana ~~extension~~Final Order and Entry of Judgement in favor of PW CO CanRE JKL LLC against the ~~forbearance~~former ~~agreement~~tenant ~~with~~and guarantors of the ~~lender~~lease ~~for~~in the ~~Greenhouse~~amount ~~Loan~~of $10,988,749. The ~~forbearance~~ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC. We are ~~agreement~~evaluating ~~terminates~~the onpotential ~~January~~to 31collect against this litigation for this Judgement, ~~2025~~but will treat any recovery on a cash basis for accounting purposes.

On ~~November~~ ~~17,~~January ~~2023~~31, ~~Anchor~~2025 ~~Hydro (“Anchor”) initiated~~ a ~~complaint,~~wholly asowned ~~amended,~~subsidiary ~~in the Michigan Circuit Court for the County~~ of ~~Calhoun (Case No. 2023-3145-CB) against~~ Power REIT, PW MICO CanRE ~~Marengo~~JAB LLC, ~~(collectively~~sold ~~the~~one ~~“PW Defendants”) for Breach~~ of ~~Contract,~~its ~~Unjust~~interests ~~Enrichment~~in ~~and~~a ~~Account~~cannabis ~~Stated~~related ingreenhouse ~~the~~cultivation ~~amount~~property oflocated ~~approximately~~in ~~$600~~Ordway,~~000.~~ Colorado. The ~~litigation~~property ~~relates~~was todescribed ~~purported~~in ~~work~~prior ~~by Anchor~~filings atas ~~the~~Tam ~~greenhouse~~18 ~~property~~and ~~owned~~was byvacant. PWThe MIpurchaser ~~CanRE~~was ~~Marengo~~an ~~LLC~~unaffiliated inthird ~~Michigan.~~party ~~On July 9, 2024, Anchor~~ and the PWprice ~~Defendants entered~~was ~~into~~established abased ~~settlement~~on ~~agreement~~an ~~whereby~~arm’s ~~Anchor~~length ~~will~~negotiation. ~~complete~~The ~~certain~~sale ~~work~~price atwas ~~the greenhouse property in Michigan and the PW Defendants will pay Anchor~~ $~~265~~200,000 ~~($150,000 up front~~ and ~~$11,500~~the ~~per~~net ~~month~~proceeds ~~for~~were ~~ten~~used ~~months~~to ~~commencing~~pay ondown ~~September 1, 2024) as well as~~ the ~~return of~~Greenhouse ~~certain~~Loan ~~uninstalled~~and ~~equipment~~pay ~~provided~~other byaccrued ~~Anchor.~~expenses ~~In connection with the Anchor Settlement, the Trust recognized $351,000 as income~~ related to ~~forgiveness~~the ofproperty. ~~accounts payable~~There ~~during~~was ~~the~~no ~~quarter~~gain/loss ~~ended~~on ~~September~~sale ~~30, 2024~~recognized.

On January 24, 2025 we entered into a sales agreement ~~September~~(the 11“Sales Agreement”), ~~2024~~with A.G.P./Alliance Global Partners pursuant to which we may, PWfrom COtime ~~CanRE~~to ~~Cloud~~time, ~~Nine~~issue ~~LLC~~and ~~received~~sell our aCommon ~~Final~~Shares, ~~Order~~however, the Sales Agent is not obligated to sell any shares of Common Stock and ~~Entry~~there are limits on the dollar amount of ~~Judgement~~shares inof ~~favor~~common stock we can sell pursuant to the Sales Agreement. In addition, our ability to raise capital through the sale of PWsecurities may CObe ~~CanRE~~limited ~~Cloud~~by ~~Nine~~the rules of the SEC and NYSE American LLC in (“NYSE American”) that place limits on the number and dollar amount of ~~approximately~~securities ~~$10.9~~that ~~million~~may be sold. ~~The~~There ~~Trust~~can isbe ~~evaluating~~no ~~the~~assurances ~~potential~~that towe ~~collect~~will ~~against~~be able to raise the ~~defendants~~funds needed, especially in ~~this~~light ~~litigation~~of ~~for~~the ~~this~~fact ~~Judgement,~~that ~~but~~our ~~will~~ability ~~treat~~to ~~any~~sell ~~recovery~~securities registered on aour ~~cash~~registration ~~basis~~statement ~~for~~on ~~accounting~~Form ~~purposes~~S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more.

~~Improving~~Settlement of ~~Our~~Greenhouse ~~Balance Sheet by Reducing Debt and Leverage; Maintaining Liquidity~~Loan

~~Leverage~~As previously disclosed, the Greenhouse Loan has been in default, and the lender thereunder filed litigation and foreclosure actions. We previously entered into forbearance agreements with the lender that expired on January 31, 2025. The loan was non-recourse to us but secured by the Greenhouse Portfolio (except for the property in Oklahoma). The Greenhouse Portfolio has been marketed for sale but, unfortunately, the market for these special purpose assets has been weak and we have not been able to generate enough sales to satisfy the obligations to the lender. On April 11, 2025, we resolved issues with the lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the 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 continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan. The transaction related to the settlement of the Greenhouse Loan closed on April 11, 2025 and will result 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.

~~We continue~~Improving toOur ~~seek~~Balance Sheet ~~ways to reduce our debt and debt leverage~~ by ~~improving~~Reducing ~~our~~Debt ~~operating performance~~ and ~~through~~Leverage; aMaintaining ~~variety~~Liquidity ~~of other means available to us. These means might include leasing vacant properties, selling properties, raising capital or through other actions.~~

~~Capital Recycling~~Leverage

~~In the~~We ~~later~~continue ~~part of 2022, we commenced property reviews~~ to ~~establish~~seek ~~a plan for the portfolio and, where appropriate, have been disposing~~ways ~~of and seeking~~ to ~~dispose~~reduce ~~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~~debt ~~and~~leverage ~~redevelopment~~by ~~projects,~~improving ~~and~~our ~~for~~operating ~~other~~performance ~~corporate purposes. Along these lines, in 2023~~ and ~~2024~~through wea ~~completed~~variety ~~sales~~ of ~~assets~~other ~~for~~means ~~total~~available ~~gross~~to ~~proceeds of approximately $9~~us.81 ~~million which included $2.1 million of~~These ~~seller~~means ~~financing~~might ~~provided~~include toleasing ~~the~~vacant ~~buyers.~~properties, Weselling ~~also have several~~ properties, ~~that~~raising wecapital ~~are marketing for sale and/~~or ~~lease~~through ~~which~~other ~~have been classified as “Assets Held for Sale~~actions.”

~~Improving Our~~Capital ~~Portfolio~~Recycling

WeIn the later part of 2022, ~~are~~we ~~currently~~commenced ~~seeking~~property reviews to ~~refine~~establish ~~our~~a ~~property~~plan ~~holdings~~for bythe ~~selling~~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 ~~re-leasing~~recycle ~~them~~our incapital anto ~~effort~~other uses, such as to ~~improve~~repay ~~the~~debt, ~~overall~~to reinvest in other real estate ~~performance~~assets ~~going~~and ~~forward~~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 $2.1 million of seller financing provided to the buyers. We also have several properties that we are marketing for sale and/or lease which have been classified as “Assets Held for Sale.”

28Improving Our Portfolio

~~Taking~~We are currently seeking to refine ~~Steps~~our property holdings by selling greenhouse properties and/or re-leasing them in an effort to ~~Position~~improve the ~~Company~~overall performance going forward. A loan secured by the greenhouse portfolio was in default as of March 31, 2025. As of March 31, 2025, the previously disclosed forbearance agreement with the lender for ~~Future~~the ~~Growth~~Greenhouse ~~Opportunities~~Loan had terminated and the Greenhouse Portfolio was subject to foreclosure. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan,” above, for more information.

We are taking steps designed to position the Trust 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.23

~~We may~~The ~~continue~~transaction related to ~~seek~~the toGreenhouse ~~acquire,~~Loan inclosed on anApril ~~opportunistic~~11, ~~selective~~2025 and ~~disciplined~~will ~~manner,~~result ~~properties~~in ~~that~~the ~~have~~write-off ~~operating~~of ~~metrics~~the ~~that~~Nebraska ~~are better~~and ~~than~~Michigan ~~or equal to our existing portfolio averages~~properties, ~~and~~along ~~that~~with wethe ~~believe~~remaining ~~have~~balance ~~strong~~of ~~potential~~the ~~for increased cash flows and appreciation~~Greenhouse ~~in value~~Loan. ~~Taking~~It ~~advantage~~will ofalso ~~any~~relieve ~~acquisition~~the ~~opportunities~~ongoing ~~would~~costs ~~likely~~associated ~~involve~~with ~~some~~maintaining ~~use~~the ofNebraska ~~debt~~and orMichigan ~~equity capital~~properties. We will ~~pursue transactions~~continue ~~that~~to weseek ~~expect~~to ~~can~~realize ~~meet~~value from the ~~financial~~retained ~~and~~assets ~~strategic criteria we apply, given economic, market~~ and is ~~other circumstances. In addition, we are~~ exploring ~~the~~a ~~potential~~shift toin ~~use~~focus ~~our~~and ~~existing~~is ~~corporate~~evaluating ~~structure~~real ~~for~~estate ~~strategic~~distressed ~~transactions~~ situations including ~~potentially~~properties, ~~merging~~loans ~~assets~~and or companies ~~with~~(see ~~the~~Subsequent ~~Trust~~Events).

~~The following~~Taking ~~table~~Steps isto aPosition ~~summary of~~ the ~~Trust’s~~Company ~~properties~~for asFuture Growth ofOpportunities ~~September 30, 2024:~~

Property Type/Name	Acres		Size1		Gross Book Value3
Railroad Property
P&WV - Norfolk Southern				112 miles	$	9,150,000
Solar Farm Land
California
PWRS		447		82		9,183,548
Solar Total		447		82	$	9,183,548
Greenhouse - Cannabis
Ordway, Colorado
Maverick 1 2,4,6,7		5.20		16,416		1,594,582
Tamarack 182,4,6,7		2.11		12,996		1,075,000
Maverick 142,4,6,7		5.54		26,940		1,908,400
Tamarack 72,4,6,7		4.32		18,000		1,364,585
Tamarack 7 (MIP)2,5,6,7						636,351
Tamarack 192,4,6,7		2.11		18,528		1,311,116
Tamarack 8 - Apotheke 2,5,6,7		4.31		21,548		2,061,542
Tamarack 132,4,6,7		2.37		9,384		1,031,712
Tamarack 32,4,6,7		2.20		24,512		2,080,414
Tamarack 27 and 282,4,6,7		4.00		38,440		1,872,340
Sherman 21 and 22 2,4,6,7		10.00		24,880		1,782,136
Maverick 5 - Jacksons Farms 2,5,6,7		5.20		15,000		1,358,634
Tamarack 4 and 52,4,6,7		4.41		27,988		2,239,870
Walsenburg, Colorado 2,4,6,7		35.00		102,800		4,219,170
Desert Hot Springs, California2,5,6,7		0.85		37,000		7,685,000
Vinita, Oklahoma4,6,7		9.35		40,000		2,593,313
Marengo Township, Michigan2,4,6,7		61.14		556,146		24,171,151
Greenhouse - Food Crop
O’Neill, Nebraska2,4,5,7		90.88		1,121,153		9,350,000
Greenhouse Total		248.99		2,111,731	$	68,335,316
Total Portfolio (Real Estate Owned)					$	86,668,864
Mortgage Loan					$	850,000
Mortgage Loan8						1,050,000
Impairment						36,003,494
Depreciation and Amortization						7,443,924
Net Book Value Net of Impairment, Depreciation and Amortization					$	45,121,446

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.

1We ~~Solar~~may ~~Farm~~continue ~~Land~~to ~~size~~seek ~~represents~~to acquire, ~~Megawatts~~in an opportunistic, selective and ~~CEA~~disciplined ~~property~~manner, ~~size~~properties ~~represents~~that ~~greenhouse~~have ~~square~~operating ~~feet~~metrics 2that ~~Security~~are ~~for~~better ~~the~~than ~~Greenhouse~~or ~~Loan~~equal 3to our ~~Gross~~existing ~~Book~~portfolio ~~Value~~averages, and that we believe have strong potential for ~~our~~increased ~~Greenhouse~~cash ~~Portfolio~~flows ~~represents~~and ~~purchase~~appreciation ~~price~~in ~~(excluding~~value. ~~capitalized~~Taking advantage of any acquisition ~~costs)~~opportunities ~~plus~~would ~~improvements~~likely ~~costs~~involve ~~4Property~~some isuse ~~vacant~~of ~~5Tenant~~debt isor ~~not~~equity ~~current~~capital. onWe ~~rent/in~~will ~~default~~pursue ~~6An~~transactions ~~impairment~~that ~~has~~we expect ~~been~~can ~~taken~~meet ~~against~~the ~~this~~financial ~~asset~~and ~~7Asset~~strategic ~~held~~criteria ~~for~~we ~~sale~~apply, ~~8Loan~~given ~~secured~~economic, bymarket aand ~~first~~other ~~mortgage~~circumstances. ~~(Ordway~~In ~~Properties)~~addition, ~~sold~~we onare ~~January~~exploring the 8,potential ~~2024~~to ~~and~~use isour ~~security~~existing corporate structure for ~~the~~strategic ~~Greenhouse~~transactions ~~Loan~~including potentially merging assets or companies with us.

2924

~~Critical~~The following table is a summary of our ~~Accounting~~properties ~~Estimates~~as of March 31, 2025:

The consolidated financial statements are prepared in conformity with U.S. 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 critical accounting estimates that affect the consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2023 10-K.

Property Type/Name	Acres			Size¹		Gross Book Value³
Railroad Property
P&WV - Norfolk Southern					112 miles	$	9,150,000

Solar Farm Land
California
PWRS		447			82		9,183,548
Solar Total		447			82	$	9,183,548

Greenhouse - Cannabis
Ordway, Colorado
Maverick 1 ^2,4,6,7		5.20			17,368		1,594,582
Maverick 14^2,4,6,7		5.54			26,940		1,908,400
Tamarack 7^2,4,6,7		4.32			18,000		1,364,585
Tamarack 7 (MIP)^2,5,6,7							636,351
Tamarack 19^2,4,6,7		2.11			18,528		1,311,116
Tamarack 8 - Apotheke ^2,5,6,7		4.31			21,548		2,061,542
Tamarack 13^2,4,6,7		2.37			9,384		1,031,712
Tamarack 3^2,6,7		2.20			24,512		2,080,414
Tamarack 27 and 28^2,4,6,7		4.00			38,440		1,872,340
Maverick 5 - Jacksons Farms ^2,5,6,7		5.20			15,000		1,358,634
Tamarack 4 and 5^2,4,6,7		4.41			26,076		2,239,870

Walsenburg, Colorado ^2,4,6,7		35.00			74,800		4,219,170
Desert Hot Springs, California^2,5,6,7		0.85			35,505		7,685,000
Vinita, Oklahoma^4,6,7		9.35			40,000		2,593,313
Marengo Township, Michigan^2,4,6,7,10		61.14			556,146		24,171,151

Greenhouse - Food Crop
O’Neill, Nebraska^2,4,5,7,10		90.97			1,130,575		9,350,000

Greenhouse Total		236.97	#		2,052,822	$	65,478,180
Total Portfolio (Real Estate Owned)						$	83,811,728

Mortgage Loan⁹						$	597,000
Mortgage Loan⁸							960,000

Impairment							35,316,251
Depreciation and Amortization							7,550,909
Net Book Value Net of Impairment, Depreciation and Amortization						$	42,501,568

Results of Operations

	¹	Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet
	²	Security for the Greenhouse Loan which is in default at 3/31/25 (see Subsequent Events)
	³	Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs
	⁴	Property is vacant
	⁵	Tenant is not current on rent/in default
	⁶	An impairment has been taken against this asset
	⁷	Asset held for sale
	⁸	Loan secured by a first mortgage (Ordway Properties) sold on January 8, 2024 and is security for the Greenhouse Loan at 3/31/25 (see Subsequent Events)
	⁹	Loan secured by a second mortgage (Maine property) sold on October 30, 2023
	¹⁰	No longer owned by the Trust as of the date of this filing. This property was transferred to the lender under the Greenhouse Loan pursuant to a settlement agreement entered into April 11, 2025.

~~Three Months~~Critical ~~Ended~~Accounting ~~September 30, 2024 and 2023~~Estimates

~~Revenue during~~The ~~the~~consolidated ~~three~~financial ~~months~~statements ~~ended~~are ~~September~~prepared in ~~30,~~conformity ~~2024~~with ~~and~~U.S. ~~2023 was $1~~GAAP,~~426,112~~ ~~and~~which ~~$488,531,~~requires ~~respectively. Revenue during~~ the ~~three~~use ~~months ended~~of ~~September 30~~estimates, ~~2024,~~judgments ~~consisted~~and ofassumptions ~~revenue~~that ~~from~~affect ~~lease~~the ~~income~~reported ~~from~~amounts ~~direct financing lease (railroad)~~ of ~~$228,750, total rental~~assets ~~income~~and ~~of $1~~liabilities,~~138,504~~ ~~consisting~~the disclosure of ~~$200,780~~contingent ~~from~~assets ~~Regulus~~and ~~(solar~~liabilities ~~farm),~~at ~~$13,000~~the ~~from~~date ~~Colorado~~of ~~cannabis~~the ~~tenants~~consolidated ~~and~~financial ~~$924~~statements,~~724~~ ~~of security deposit recognized as rental income due to leases in default~~ and ~~other~~the ~~income~~reported amounts of ~~$58,858~~revenues ~~consisting~~and ~~mostly~~expenses ~~of interest income. The $937,581 increase~~ in ~~total~~the ~~revenue~~periods ~~was~~presented. ~~primarily~~We ~~related~~believe tothat the ~~Trust~~accounting ~~recognizing~~estimates ~~security~~employed ~~deposits~~are asappropriate ~~rental~~and ~~income.~~resulting ~~Expenses~~balances ~~for~~are ~~the~~reasonable; ~~three months ended September 30~~however, ~~2024 compared to 2023 decreased by $8,409,436 primarily~~ due to ainherent ~~decrease~~uncertainties in ~~non-cash~~ ~~impairment~~making ~~expense of $8~~estimates,~~039,733~~ ofactual ~~property~~results ~~values~~may ~~offset~~differ byfrom ~~an increase in interest expense of $205,370 due to~~ the ~~default~~ ~~interest~~original ~~rate and late charges~~estimates, ~~forbearance fees, legal fees, foreclosure fees and appraisal fees caused by the default of~~ ~~the~~requiring ~~Greenhouse~~adjustments ~~Loan,~~to asthese ~~well~~balances ~~as a decrease~~ in ~~depreciation~~future ~~expense~~periods. ofThe ~~$420,155~~critical asaccounting ~~many~~estimates ofthat affect the ~~properties~~consolidated ~~are~~financial ~~considered held for~~statements ~~sale~~ and ~~not~~the ~~depreciated,~~judgments aand ~~decrease~~assumptions inused ~~property~~are ~~expense~~consistent ofwith ~~$46,038,~~those adescribed ~~decrease~~under inPart ~~general and administrative expense of $101~~II,~~038,~~ ~~and~~Item ~~a decrease in property taxes of $~~7~~,842.~~ ~~Other income/expense recognizes an increase forgiveness~~ of ~~accounts payable by $350,704. Net loss attributable to common shares during~~ the ~~three months ended September 30,~~ 2024 ~~and 2023 was $488,222 and $~~10~~,185,943, respectively~~-K. ~~Net loss attributable to common shares decreased by $9,697,721.~~

~~Nine Months Ended September 30, 2024 and 2023~~25

~~Revenue during~~Results ~~the nine months ended September 30, 2024 and 2023 was $2,480,073 and $1,684,559, respectively. Revenue during the nine months ended September 30, 2024, consisted~~ of revenue from lease income from direct financing lease (railroad) of $686,250, total rental income of $1,628,922 consisting of $602,338 from Regulus (solar farm), $101,860 from Colorado and California cannabis tenants and $924,724 of security deposit recognized as rental income due to leases in default, and other income of $164,901 consisting mostly of of interest income. The $795,514 increase in total revenue was primarily related to the Trust recognizing security deposits as rental income. Expense for the nine months ended September 30, 2024 compared to 2023 increased by $9,627,519 primarily due to an increase in non-cash impairment expense of $9,959,248 of property values and an increase in interest expense of $1,175,784 due to the default interest and late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees related to the Greenhouse loan, offset by a decrease in depreciation expense of $957,966 as many of the properties are considered held for sale and not depreciated, a decrease in property expense of $279,593, a decrease of $90,255 in property tax and a decrease in general and administrative expenses of $179,699. Other income/expense recognizes a decrease in gain on sale by $646,058 due to a smaller gain of on the disposal of two properties in January, 2024, loan modification expense decreases by $160,000 and forgiveness of accounts payable increases by $324,102. Net loss attributable to common shares during the nine months ended September 30, 2024 and 2023 was $22,036,803 and $13,042,842, respectively. Net loss attributable to common shares increased by $8,993,961.Operations

~~Liquidity and~~Three ~~Capital~~Months ~~Resources~~Ended March 31, 2025 and 2024

~~Our~~Revenue during the ~~cash~~three ~~and~~months ~~cash~~ended ~~equivalents~~March 31, 2025 and ~~restricted~~2024 ~~cash~~was ~~totaled~~$485,794 and $2534,~~395~~612,~~642~~ asrespectively. Revenue during the three months ended March 31, 2025, consisted of ~~September~~revenue 30from lease income from direct financing lease of $228,750, ~~2024~~total rental income of $210,779, aand ~~decrease~~other income of $146,~~709~~265. The decrease in total revenue was primarily related to a $49,~~242~~860 decrease in rental income from ~~December~~the ~~31,~~cannabis ~~2023~~tenants due to defaulted leases related to the challenges within the cannabis industry and an increase in other income of $1,042. Expenses ~~During~~for the ~~nine~~three months ended ~~September~~March 3031, 2025 compared to 2024 decreased by $1,136,168 ~~the~~primarily due to no impairment expense in 2025 and a decrease in ~~cash~~depreciation ~~was~~expense ~~primarily~~of $485,495 as several properties are considered held for sale. The difference is also due to ~~the~~a ~~monthly~~decrease in general and administrative expenses ~~related~~of $126,725 and a decrease in interest expense of $16,254 offset by an increase of property expense of $34,520, an increase of property tax of $7,343. Other income decreased by $394,394 due to ~~the~~no gain ~~vacant~~on ~~greenhouse~~sale ~~properties~~on ~~and~~the ~~paydown~~disposal of the ~~Greenhouse~~one ~~Loan~~property in the first quarter of 2025. Net loss attributable to common shares during the three months ended March 31, 2025 and 2024 was 1,576,319 and $2,240,205, respectively. Net loss attributable to common shares decreased by $663,886.

30Liquidity and Capital Resources

Our ~~current~~ ~~loan~~cash ~~liabilities~~and cash equivalents and restricted cash totaled ~~approximately~~$2,033,211 as of March 31, 2025, a decrease of $17198,375 from December 31, 2024.0 ~~million~~During asthe ofthree ~~September~~months ended 30March 31, 2025 and 2024, cash used in operating activities was $436,648 and $402,163, respectively. The ~~current~~increase ~~loan~~is due to changes in operating assets and liabilities ~~include~~in ~~approximately $16~~the current period.3 ~~million~~Cash ofprovided by investing a ~~bank~~smaller ~~loan~~net ~~secured~~loss in 2025, offset by reduced ~~the~~non-cash ~~majority~~expenses of ~~the~~depreciation ~~greenhouse~~and ~~portfolio~~impairment. (Investing activities during the ~~“Greenhouse~~three ~~Loan”)~~months ~~and~~ended ~~which~~March is31, ~~in default~~2025 and is2024 were ~~non-recourse~~$92,260 toand ~~the~~$795,642, ~~Trust~~respectively. WeThe ~~are~~difference ~~not~~is ~~current~~due onto ~~payment~~reduced ofproceeds from property ~~taxes~~sales ~~for~~and ~~the~~a ~~greenhouse~~new ~~portfolio~~investment ~~which~~in marketable ~~are~~securities. ~~included on~~Cash provided by financing activities during the ~~Balance~~three ~~Sheet~~months asended ~~accrued~~March ~~expenses~~31, 2025 was $146,013 and ~~liabilities~~cash ~~held~~used by ~~for~~financing ~~sale~~activities ~~for~~during ~~approximately~~the three months ended March 31, 2025 was $~~996~~76,~~000~~575, respectively. IfThe ~~the~~difference ~~property~~is ~~tax~~due ~~remains~~to new debt ~~delinquent,~~proceeds ~~the~~in ~~greenhouse~~2025 ~~portfolio~~offset ~~will~~by behigher ~~subject~~principal topayments ~~foreclosure~~on ~~actions~~the ~~starting~~Greenhouse Loan. offset by new debt proceeds in 2025. Of the total amount of cash as of March 31, 2025, approximately $2 million is non-restricted cash available for general corporate purposes and approximately $14,000 is restricted cash related to the Greenhouse Loan.

OfOur current loan liabilities totaled ~~the~~approximately ~~total~~$18.4 ~~amount~~million as of ~~cash~~March 31, 2025. The current loan liabilities include approximately $217.26 million isof the Greenhouse Loan, a bank loan secured by most of the Greenhouse Portfolio and which was in default and non-~~restricted~~recourse ~~cash~~to ~~available~~us. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan”, above, for ~~general~~more ~~corporate~~information. ~~purposes~~We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale for approximately $~~163~~1,175,000. isOf this amount, ~~restricted~~approximately ~~cash~~$178,000 ~~related~~relates to the Michigan and Nebraska properties and the balance relates to properties that will be retained by our subsidiaries after the resolution of the Greenhouse Loan. If the property taxes remain delinquent, the Greenhouse Portfolio will be subject to tax foreclosure actions starting in the first quarter of 2026.

~~For~~On a consolidated basis, our current liabilities far ~~the~~exceed ~~nine~~current ~~months~~assets ~~ended~~as ~~September~~of ~~30,~~March ~~2024~~31, ~~the~~2025. ~~Trust~~Effective ~~determined~~April ~~that~~11, ~~there~~2025, ~~was~~we ~~substantial~~entered ~~doubt~~into asa tosettlement ~~its~~agreement ~~ability~~with tothe ~~continue~~lender asunder athe ~~going~~Greenhouse Loan. See “Settlement ~~concern~~of asGreenhouse aLoan,” ~~result~~above, for more information. Following the resolution of ~~current~~the ~~liabilities~~Greenhouse Loan, our management believes that the ~~far~~going ~~exceed~~concern ~~current~~doubt ~~assets,~~discussed ~~net~~in ~~losses~~our ~~incurred,~~2024 10-K ~~reduced~~and ~~revenue~~previous quarterly reports on Form 10-Q has been alleviated, and ~~increased~~that ~~property~~our ~~expenses~~non-restricted ~~related~~cash toshould ~~the~~provide ~~greenhouse~~greater ~~portfolio~~than twelve months of liquidity for our capital needs.

~~In early~~The ~~2024,~~transaction ~~the~~related ~~Trust~~to ~~sold~~the ~~three~~Greenhouse ~~properties~~Loan ~~which~~closed on ~~should~~April ~~help~~11, ~~with~~2025 ~~liquidity.~~and ~~The~~will ~~net~~result ~~proceeds~~in ~~from~~ the ~~sale~~write-off of the ~~Salisbury~~Nebraska and Michigan properties, MAalong ~~property was~~with ~~approximately~~the ~~$662,000~~remaining balance of ~~unrestricted~~the ~~cash~~Greenhouse Loan. ~~and~~It will also relieve the ~~approximately~~ongoing ~~$456,000~~costs ~~loan~~associated ~~was~~with ~~retired~~maintaining atthe ~~closing~~Nebraska and isMichigan ~~eliminated~~properties. ~~from~~Power ~~current liabilities.~~REIT ~~The~~will ~~other~~continue to ~~sale~~seek ~~produced~~to ~~approximately~~realize ~~$53,000~~value offrom ~~restricted~~the ~~cash~~retained assets and is ~~should~~exploring ~~generate~~a ~~cash~~shift ~~flow~~in ~~from~~focus ~~the~~and ~~seller~~is ~~financing provided~~evaluating ~~that~~real ~~should~~estate ~~help~~distressed ~~with~~situations including ~~liquidity~~properties, toloans ~~service~~and ~~the~~companies ~~Greenhouse~~(see ~~Loan~~Subsequent Events).

~~The~~In the ~~Greenhouse~~quarter ~~Loan~~ended ~~is in default and in~~ March 31, 2024, ~~the~~we ~~lender~~sold ~~filed~~three afour ~~litigation~~properties. ~~seeking~~The ~~among~~sale ~~other things, foreclosure and appointment~~ of ~~a receiver. Since~~ the ~~Greenhouse~~Salisbury, ~~Loan~~MA isproperty ~~non-recourse to Power REIT which means that~~ in ~~the~~January ~~event~~2024 ityielded ~~cannot resolve issues with the~~net ~~lender~~proceeds ~~and~~of ~~they~~approximately ~~foreclose on the properties~~$662,000 ~~Power REIT should be able to continue as a going concern albeit with a smaller portfolio~~ of ~~assets~~unrestricted ~~given that non-restricted~~ cash ~~should~~and ~~provide~~eliminated ~~greater~~approximately ~~than~~$504,000 ~~twelve months~~ of ~~liquidity~~debt. ~~for~~We ~~capital~~sold ~~needs~~two ~~unrelated to the~~ greenhouse properties ~~which~~in ~~are~~a ~~security~~transaction ~~for~~that ~~the~~produced ~~Greenhouse~~approximately ~~Loan. If we cannot resolve matters with the lender~~$53,000 itof ~~may~~restricted ~~lead~~cash toat ~~distressed~~closing ~~sales which~~and ~~would~~we ~~have~~provided aseller ~~negative~~financing ~~impact on our prospects. A forbearance agreement with~~ in the ~~lender~~amount ~~for~~of ~~the Greenhouse Loan was effective on May 10~~$1, ~~2024~~005,000 which ~~provides~~generated ~~additional~~approximately ~~time~~$99,000 toof ~~retire~~restricted ~~the~~cash ~~loan.~~from ~~The expiration date of~~ the ~~original~~debt ~~forbearance~~service ~~agreement~~related ~~was September 30, 2024~~thereto. OnDuring ~~September~~the remainder ~~30,~~of 2024, ~~the~~we PWgenerated ~~CanRE Holdings entered into~~ an ~~amendment~~additional toapproximately ~~the~~$246,000 ~~forbearance~~of ~~agreement~~restricted ~~which~~cash ~~moves~~from the ~~expiration~~debt ofservice ~~the~~related ~~forbearance agreement~~ to ~~January 31, 2025. We are in discussions with~~ the ~~lender~~seller financing ~~to continue a process of orderly sales of assets to try~~ and ~~maximize value~~sold ~~but~~one ~~there~~greenhouse ~~can~~property ~~be no assurance the bank will extend the forbearance again if the loan is not retired~~ in a ~~timely~~transaction ~~fashion. There can be no assurance~~ that ~~the~~produced ~~efforts~~approximately ~~to sell~~$51,000 ~~re-lease~~with ~~or recapitalize~~ the ~~assets~~net ~~which~~proceeds ~~are~~used ~~security~~to service ~~for~~ the Greenhouse Loan ~~will ultimately retire the loan per the requirements of the forbearance agreement~~.

~~As of~~We ~~the~~sold ~~filing~~one ~~date,~~greenhouse ~~The~~property ~~Trust’s~~in ~~current~~a ~~liabilities~~transaction ~~far~~that ~~exceed~~produced ~~current~~approximately ~~assets.~~$51,000 Ifwith the ~~Trust’s~~net proceeds ~~plan~~used to ~~focus~~service onthe ~~selling~~Greenhouse Loan. We sold two greenhouse properties~~, entering~~ ~~into~~in ~~new~~a ~~leases~~transaction that produced approximately $53,000 of ~~improving~~restricted cash ~~collections~~at ~~from~~closing ~~existing~~and ~~tenants~~we ~~and~~provided ~~raising~~seller ~~capital~~financing in the ~~form~~amount of ~~debt~~$1,005,000 orwhich ~~equity~~generated isapproximately ~~effectively implemented~~$99,000 ~~the~~of restricted ~~Trust’s~~cash ~~plan~~from ~~could~~the ~~potentially~~debt ~~provide~~service ~~enough~~related ~~liquidity~~thereto. ~~However,~~During the ~~Trust~~remainder ~~cannot~~of ~~predict~~2024, ~~with~~we generated ~~certainty~~an additional approximately $246,000 of restricted cash from the ~~outcome~~ ofdebt ~~its~~service ~~actions~~related to ~~generate~~the ~~liquidity~~seller financing and during 2024.

~~Our cash~~In ~~outlays~~the atquarter ended ~~Power~~March ~~REIT (parent company) consist principally of professional fees~~31, ~~consultant fees~~2025, ~~NYSE~~we ~~American~~generated ~~listing~~approximately ~~fees~~$73,000 ~~legal, insurance,~~of ~~shareholder~~restricted ~~service~~cash ~~company~~from ~~fees,~~debt ~~auditing~~service ~~costs and general and administrative expenses. Our cash outlays~~ related to ~~our various~~the ~~property-owning~~seller ~~subsidiaries~~financing ~~consist~~provided in ~~principally~~2024 ~~of principal~~ and ~~interest~~we ~~expense~~sold onone ~~debts,~~ property ~~maintenance,~~in ~~property~~a ~~taxes, insurance,~~transaction ~~legal~~that asproduced ~~well~~approximately as$132,000 ~~other~~of ~~property~~net ~~related~~proceeds ~~expenses~~ that ~~are~~was ~~not~~used ~~covered~~to byservice ~~tenants. To~~ the ~~extent we need to raise additional~~Greenhouse ~~capital~~Loan. toThe ~~meet~~seller ~~our obligations, there can be no assurance that~~ financing onprovided ~~favorable~~in ~~terms~~2024 ~~will~~has bea ~~available~~remaining ~~when~~balance ~~needed.~~of ~~If we are unable to sell certain assets when anticipated at prices anticipated~~$960,000 weas ~~may~~of ~~not~~March ~~have sufficient cash to fund operations and commitments~~31,2025.

3126

~~FUNDS~~Our cash outlays at Power REIT ~~FROM~~(parent ~~OPERATIONS~~company) –consist ~~NON~~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-~~GAAP~~owning ~~FINANCIAL~~subsidiaries ~~MEASURES~~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.

~~We assess~~FUNDS ~~and~~FROM ~~measure~~OPERATIONS ~~our~~– overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which management believes is a useful indicator of our operating performance. Core FFO is a nonNON-GAAP ~~financial measure.~~FINANCIAL 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. 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 the Trust’s 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 stock-based compensation expense, amortization and certain up 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 for the investing community to employ, including when comparing us to other REITs that disclose similarly 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.MEASURES

AWe assess and measure our overall ~~reconciliation~~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 tois 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 ~~three~~purpose ~~and~~of ~~nine~~analyzing our ~~months~~operating ~~ended~~performance ~~September~~or 30financial position, ~~2024~~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, ~~2023~~at isthe ~~included~~end inof this section, a reconciliation of Core FFO to the most directly comparable ~~table~~GAAP ~~below:~~financial measure.

CORE FUNDS FROM OPERATIONS (FFO)
(Unaudited)
	Three Months ended September 30,						Nine Months ending September 30,
	2024			2023			2024			2023
Revenue	$	1,426,112		$	488,531		$	2,480,073		$	1,684,559
Net Loss	$	(325,015	)	$	(10,022,736	)	$	(21,547,182	)	$	(12,553,221	)
Stock-Based Compensation		143,212			216,474			550,363			668,840
Interest Expense - Amortization of Debt Costs		7,846			20,795			23,542			63,746
Amortization of Intangible Lease Asset		56,872			56,872			170,616			170,616
Depreciation on Land Improvements		145,587			565,742			817,194			1,775,160
Impairment Expense		195,403			8,235,136			18,194,384			8,235,136
Gain on sale of property		-			-			(394,394	)		(1,040,452	)
Core FFO Available to Preferred and Common Stock		223,905			(927,717	)		(2,185,477	)		(2,680,175	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Core FFO Available to Common Shares	$	60,698		$	(1,090,924	)	$	(2,675,098	)	$	(3,169,796	)
Weighted Average Shares Outstanding (basic)		3,389,661			3,389,661			3,389,661			3,389,661
Core FFO per Common Share		0.02			(0.32	)		(0.79	)		(0.94	)

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 stock-based compensation expense, amortization and certain up 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 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.

32A reconciliation of our Core FFO to net income for the three months ended March 31, 2025, and 2024 is included in the table below:

~~Item 3.~~CORE ~~Quantitative~~FUNDS ~~and~~FROM ~~Qualitative~~OPERATIONS ~~Disclosures About Market Risk~~(FFO)

~~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.~~(Unaudited)

Item 4. Controls and Procedures

	Three Months ended March 31,
	2025			2024
Revenue	$	485,794		$	534,612

Net Loss	$	(1,413,112	)	$	(2,076,998	)
Stock-Based Compensation		143,213			216,475
Interest Expense - Amortization of Debt Costs		7,847			7,877
Amortization of Intangible Lease Asset		56,872			56,872
Depreciation on Land Improvements		-			488,197
Impairment Expense		-			549,557
Gain on sale of property		-			(394,394	)
Core FFO Available to Preferred and Common Stock		(1,205,180	)		(1,152,414	)

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

Core FFO Available to Common Shares	$	(1,368,387	)	$	(1,315,621	)

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

Core FFO per Common Share		(0.40	)		(0.39	)

~~Evaluation of~~Item ~~Disclosure~~3. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Management is~~As ~~responsible~~a ~~for~~smaller ~~establishing~~reporting ~~and~~company ~~maintaining adequate disclosure controls and procedures (~~as defined ~~Rules~~by ~~13a~~Rule 12b-~~15(e)~~2 ~~and~~of ~~15d-15(e) under~~ the Exchange Act), ~~(to~~we provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our disclosure controls and procedures are ~~also~~not ~~designed~~required to ~~ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can~~ provide ~~only reasonable assurance of achieving~~ the ~~desired control~~information objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required toby ~~apply~~this ~~its judgment in evaluating the cost-benefit relationship of possible controls~~Item.

~~Our management~~Item ~~assessed the effectiveness of the design and operation of our disclosure controls and procedures~~4. ~~Based~~Controls ~~on our evaluation, we identified a Material Weakness in our procedures~~ and ~~internal controls over financial reporting and that we had ineffective Disclosure Control and~~ Procedures ~~as described in the Form 10-Q/A for the quarter ended June 30, 2024.~~

~~Changes in~~Evaluation ~~Internal~~of ~~Control~~Disclosure ~~over~~Controls ~~Financial~~and ~~Reporting:~~Procedures

~~During the~~Management ~~fiscal~~is ~~quarter~~responsible ~~ended~~for ~~September~~establishing ~~30,~~and ~~2024,~~maintaining adequate ~~there~~disclosure ~~were~~controls noand ~~changes~~procedures ~~in our internal control over financial reporting~~ (as defined in Rules 13a-15(fe) and 15d-15(fe) ofunder the Exchange Act) ~~that~~(to ~~have~~provide ~~materially~~reasonable ~~affected,~~assurance regarding orthe reliability of our financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our disclosure controls and procedures are ~~reasonably~~also ~~likely~~designed to ~~materially~~ensure ~~affect~~that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. A control system, ~~our~~no ~~internal~~matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. 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.

33During the quarter ended March 31, 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. These material weaknesses could result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected.

~~PART II. OTHER INFORMATION~~27

~~Item 1.~~Remediation ~~Legal Proceedings~~Plan

~~We are,~~To ~~from~~address ~~time to time,~~ the ~~subject~~material ofweakness ~~claims~~described ~~and suits arising out of matters related to our business. In general~~above, ~~litigation claims~~ ~~can~~we beengaged ~~expensive,~~an ~~and~~independent ~~time~~third 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~~enhance ~~the impact of certain of these matters on~~ our ~~business,~~analysis ~~results~~ of ~~operations,~~accounting ~~and financial condition could be material~~policies. ~~Regardless of the outcome, litigation has adversely impacted our business because of defense costs, diversion of management resources and other factors.~~

~~On November~~Limitations ~~17,~~on ~~2023, Anchor Hydro (“Anchor”) initiated a complaint, as amended, in~~ the ~~Michigan Circuit Court for the~~Effectiveness ~~County~~ of ~~Calhoun (Case No~~Controls. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC (collectively the “PW Defendants”) for Breach of Contract, Unjust Enrichment and Account Stated in the amount of approximately $600,000. The litigation relates to purported work by Anchor at the greenhouse property owned by PW MI CanRE Marengo LLC in Michigan. On July 9, 2024, Anchor and the PW Defendants entered into a settlement agreement (the “Anchor Settlement”) whereby Anchor will complete certain work at the greenhouse property in Michigan and the PW Defendants will pay Anchor $265,000 ($150,000 up front and $11,500 per month for ten months commencing on September 1, 2024) as well as the return of certain uninstalled equipment provided by Anchor. In connection with the Anchor Settlement, the Trust recognized $351,000 as income related to forgiveness of accounts payable during the quarter ended September 30, 2024.

~~On March~~Our ~~13,~~management ~~2024,~~does ~~East~~not ~~West Bank (“EWB”) initiated a complaint in the Superior Court of California, County of Los Angeles (Case~~expect ~~24STCV06180)~~that ~~against~~our PWdisclosure ~~CanRE~~controls ~~Holdings,~~and ~~LLC,~~procedures PWor ~~CanRE~~our ofinternal ~~Colorado~~control ~~Holdings~~over ~~LLC,~~financial PWreporting MEwill ~~CanRE~~prevent SDall ~~LLC,~~errors PWand COall ~~CanRE~~fraud. ~~Walsenburg LLC, PW Co~~A ~~CanRE~~control ~~JKL LLC~~system, PWno COmatter ~~CanRE~~how ~~JAB~~well ~~LLC,~~conceived PWand ~~CO CanRE Tam 19 LLC~~operated, PWcan COprovide ~~CanRE~~only ~~Mav 14 LLC~~reasonable, PWnot ~~CO CanRE Gas Station LLC~~absolute, PWassurance COthat ~~CanRE~~the ~~Grail~~objectives ~~LLC,~~of PWthe COcontrol ~~CanRE~~system ~~Tam~~are 7met. ~~LLC~~Further, PWthe COdesign ~~CanRE~~of ~~Cloud~~a ~~Nine~~control ~~LLC,~~system PWmust COreflect ~~CanRE~~the ~~Apotheke~~fact ~~LLC,~~that PWthere COare ~~CanRE~~resource ~~Mav 5 LLC~~constraints, PWand ~~CO CanRE MF LLC, PW MillPro NE~~the ~~LLC,~~benefits PWof CAcontrols ~~CanRE~~must ~~Canndescent~~be ~~LLC~~considered ~~and~~relative PWto MItheir ~~CanRE Marengo LLC~~costs. ~~The~~Because ~~litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership~~ of the ~~various~~inherent ~~subsidiaries~~limitations ~~that are also named~~ in ~~the~~all ~~complaint.~~control ~~The~~systems, ~~complaint~~no ~~is seeking~~evaluation ~~(i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment~~ of ~~Receiver;~~controls ~~(iv)~~can ~~Injunctive~~provide ~~Relief;~~absolute ~~(v)~~assurance ~~Breach~~that ofall ~~Contract~~control ~~(Security Agreement);~~issues ~~(vi) Breach of Contract (Guaranty); (vii) Money Due;~~ and ~~(viii)~~instances ~~Account Stated. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date~~ of ~~the original forbearance agreement was September 30~~fraud, ~~2024.~~if ~~On September 30~~any, ~~2024,~~within weour ~~entered~~Trust ~~into~~have anbeen ~~amendment to the forbearance agreement which~~detected. ~~moves~~The ~~the~~design ~~expiration~~and operation of ~~the~~a ~~forbearance~~control ~~agreement~~system tomust ~~January~~also ~~31,~~reflect ~~2025.~~that Wethere are inresource ~~discussions~~constraints ~~with~~and ~~the~~management ~~lender~~is tonecessarily ~~continue a process of~~required ~~orderly sales of assets~~ to ~~try~~apply ~~and~~its ~~maximize~~judgment ~~value~~in ~~but~~evaluating ~~there can be no assurance~~ the ~~bank will extend the forbearance. There can be no assurance that our efforts to sell, re~~cost-~~lease~~benefit orrelationship ~~recapitalize the assets which are security for the Greenhouse Loan will ultimately retire the loan per the requirements~~ of ~~the~~possible ~~forbearance agreement~~controls.

~~On September~~Our ~~11,~~management ~~2024,~~assessed PWthe COeffectiveness ~~CanRE~~of ~~Cloud~~the ~~Nine~~design and ~~LLC~~operation ~~received~~of aour ~~Final~~disclosure ~~Order~~controls and ~~Entry~~procedures. ofBased ~~Judgement~~on inour ~~favor~~evaluation, we have concluded that the historical treatment of PWour COPreferred ~~CanRE~~Shares ~~Cloud~~and ~~Nine~~the ~~LLC in~~requirement for the ~~amount~~restatement ofthereof, ~~approximately~~represents ~~$10.9~~a ~~million~~Material Weakness in our procedures and internal controls over financial reporting and that we had ineffective Disclosure Control and Procedures related thereto. ~~The~~This ~~Trust~~Material isWeakness relates ~~evaluating~~to the ~~potential~~accounting totreatment ~~collect~~of ~~against~~complex ~~the~~transactions. ~~defendants~~As inpart ~~this litigation~~of ~~for~~our ~~this~~process ~~Judgement,~~related ~~but~~to ~~will~~the ~~treat~~treatment ~~any~~of ~~recovery~~the onPreferred Shares, it retained a ~~cash~~third-party ~~basis~~consultant ~~for~~that specializes in accounting ~~purposes~~treatment and SEC reporting.

34 Changes in Internal Control over Financial Reporting:

~~Item~~Other than as discussed above, there were no changes ~~1A.~~in ~~Risk~~our ~~Factors~~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 March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The Trust’s~~PART ~~results of operations and financial condition are subject to numerous risks and uncertainties as described in the 2023 10-K, which risk factors are incorporated herein by reference~~II. ~~The~~OTHER following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the 2023 10-K. You should carefully consider the risks set forth in the 2023 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 2023 10-K.INFORMATION

~~We have~~Item ~~identified~~1. ~~material~~Legal ~~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.~~Proceedings

~~Our management~~We isare, ~~responsible~~from ~~for~~time ~~establishing~~to time, the subject of claims and ~~maintaining~~suits ~~adequate~~arising ~~internal~~out ~~control~~of ~~over~~matters related to our ~~financial~~business. ~~reporting~~In general, aslitigation ~~defined~~claims can be expensive, and time consuming to bring or defend against and could result in ~~Rule~~settlements or damages that could significantly affect financial results. It ~~13a-~~is ~~15(f)~~not ~~under~~possible to predict the ~~Exchange~~final ~~Act.~~resolution Weof ~~identified~~the acurrent ~~material~~litigation ~~weakness~~to inwhich ~~our~~we ~~controls~~are ~~relating~~party to, ~~accounting~~and ~~for~~the ~~complex~~impact ~~transactions.~~of certain of these ~~Specifically~~matters on our business, ~~Preferred~~results ~~Shares~~of ~~were~~operations, ~~historically~~and ~~classified~~financial ascondition ~~mezzanine~~could ~~equity~~be ~~instead~~material. Regardless of ~~being~~the ~~classified~~outcome, aslitigation ~~equity~~has adversely impacted our business because of defense costs, diversion of management resources and other factors.

~~While we~~On ~~have~~March ~~hired~~13, ~~outside~~2024, ~~consultants~~East toWest ~~aid~~Bank (“EWB”) initiated a complaint in ~~our~~the ~~accounting~~Superior ~~for~~Court ~~complex~~of ~~transactions~~California, ~~and~~County ~~plan~~of toLos ~~take~~Angeles ~~remedial~~(Case ~~action~~24STCV06180) toagainst ~~address~~PW ~~the~~CanRE ~~material~~Holdings, LLC, PW ~~weakness~~CanRE inof ~~our~~Colorado ~~internal~~Holdings ~~controls~~LLC, wePW ~~cannot~~ME ~~provide~~CanRE ~~any~~SD ~~assurance~~LLC, ~~that~~PW ~~such~~CO ~~remedial~~CanRE ~~measures~~Walsenburg LLC, orPW ~~any~~Co ~~other~~CanRE ~~remedial~~JKL ~~measures~~LLC, wePW ~~take~~CO CanRE JAB LLC, PW CO CanRE ~~will~~Tam be19 ~~effective.~~LLC, InPW ~~addition~~CO CanRE Mav 14 LLC, aPW ~~material~~CO ~~weakness~~CanRE ~~will~~Gas ~~not~~Station beLLC, ~~considered~~PW ~~remediated~~CO ~~until~~CanRE ~~the~~Grail ~~applicable~~LLC, ~~controls~~PW ~~operate~~CO ~~for~~CanRE aTam ~~sufficient~~7 LLC, PW CO CanRE Cloud Nine ~~period~~LLC, ofPW ~~time~~CO ~~and~~CanRE ~~management~~Apotheke ~~has~~LLC, ~~concluded~~PW CO CanRE Mav 5 LLC, ~~through~~PW ~~testing~~CO CanRE MF LLC, ~~that~~PW ~~these~~MillPro ~~controls~~NE ~~are~~LLC, ~~designed~~PW CA CanRE Canndescent LLC and ~~operate~~PW ~~effectively~~MI CanRE Marengo LLC. ~~Although~~The ~~management~~litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the ~~believes~~various subsidiaries that ~~the~~are ~~material~~also ~~weakness~~named in ~~our~~the ~~internal~~complaint. ~~controls~~The ~~will~~complaint beis ~~remediated,~~seeking ~~there~~(i) ~~can~~Judicial beForeclosure no(ii) ~~assurance~~Specific ~~that~~Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. A forbearance agreement with the ~~deficiencies~~lender ~~will~~for the Greenhouse Loan was effective on May 10, 2024, bewhich ~~remediated~~provides inadditional time to retire the ~~near~~loan. ~~future~~The orexpiration ~~that~~date of the ~~internal~~original ~~control~~forbearance ~~over~~agreement ~~financial~~was ~~reporting~~September 30, as2024. ~~modified~~On September 30, ~~will~~2024, ~~enable~~we usentered into an amendment to ~~identify~~the orforbearance ~~avoid~~agreement which moved the expiration of the forbearance agreement ~~material~~to ~~weaknesses~~January in31, ~~our~~2025. ~~internal~~As ~~controls~~of inMarch 31, 2025, the ~~future~~forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure. Effective April 11, 2025, we, through subsidiaries, resolved issues related to the Greenhouse Loan and the litigation related thereto (see Subsequent Events).

As a result of our failure to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, security holders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.28

~~Effective internal~~On ~~control~~February ~~over financial reporting is necessary for us to provide reliable financial reports and~~6, ~~together with adequate disclosure controls and procedures~~2025, isour ~~designed~~wholly toowned ~~prevent fraud. Our failure to maintain an effective system of internal controls~~subsidiary, ~~and any failure~~ byPW usCO toCanRE ~~implement~~JKL ~~required~~LLC ~~new~~received ora ~~improved~~Final ~~internal~~Order ~~controls~~and orEntry ~~difficulties~~of ~~encountered~~Judgement in ~~their~~favor ~~implementation,~~of ~~could~~PW ~~cause~~CO usCanRE ~~to fail~~JKL toLLC ~~meet~~against ~~our~~the ~~reporting~~former ~~obligations.~~tenant ~~In addition, any testing by us, as~~ and ~~when~~guarantors of ~~required,~~the ~~conducted~~lease in ~~connection~~the ~~with~~amount ~~Section 404~~ of ~~the Sarbanes-Oxley Act~~$10, ~~or Section 404~~988,749. orThe ~~any~~ruling ~~subsequent~~eliminated ~~testing~~claims by ~~our~~the ~~independent~~former ~~registered~~tenant ~~public~~against ~~accounting~~PW ~~firm,~~CO asCanRE ~~and~~JKL ~~when required,~~LLC. ~~may~~We ~~reveal deficiencies in our internal control over financial reporting that~~ are ~~deemed to be material weaknesses or that~~ ~~may~~evaluating ~~require~~the ~~prospective~~potential ~~or retroactive changes~~ to ~~our~~collect ~~financial~~against ~~statements~~this orlitigation ~~identify other areas~~ for ~~further~~this ~~attention or improvement. As a growing company~~Judgement, ~~implementing~~but ~~and~~will ~~maintaining~~treat ~~effective~~any ~~controls~~recovery ~~may~~on 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~~cash ~~manner,~~basis ~~which~~for ~~may, among~~accounting ~~other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common stock~~purposes.

35Item 1A. Risk Factors.

~~The~~Our results of operations and financial ~~investment~~condition ~~portfolio~~are ~~is,~~subject to numerous risks and uncertainties as described in the ~~future~~2024 ~~may~~10-K, ~~continue~~which torisk factors are incorporated herein by reference. The following information updates, and should be read in conjunction with, ~~concentrated~~the information disclosed in ~~its~~Part ~~exposure~~I, toItem a1A, ~~relatively~~“Risk ~~few~~Factors,” ~~numbers~~contained in the 2024 10-K. You should carefully consider the risks set forth in the 2024 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 ~~investments~~the risks actually materialize, our operating ~~industries~~results, financial condition and ~~lessees~~liquidity could be materially adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in the 2024 10-K.

~~Historically,~~We ~~the~~have ~~Trust’s~~incurred ~~revenue has been concentrated to~~ a ~~relatively~~loss ~~limited~~for ~~number of investments, industries and lessees. During~~ the ~~nine~~ three months ended ~~September 30~~March 31, ~~2024,~~2025 ~~Power REIT collected approximately 92% of its consolidated revenue from two properties. The tenants were Norfolk Southern Railway~~ and ~~Regulus~~may ~~Solar,~~be ~~LLC~~unable ~~which~~to ~~represent~~generate ~~49%~~sufficient ~~and 43% of consolidated~~ revenue, ~~respectively.~~to ~~The~~cover ~~concentration~~expenses ~~percentages~~or dogenerate ~~not~~net ~~include the~~ income ~~from the recognition of security deposits related to defaulted leases~~. ~~As we see additional properties, our revenue may be concentrated in a smaller number of investments.~~

WeFor ~~are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on~~ the ~~part of~~three ~~any~~months ~~single~~ended ~~lessee~~March 31, or2025, awe ~~default~~had ~~on any single lease will expose us to~~ a ~~greater~~net ~~risk of~~ loss ~~than~~attributable ~~would~~to becommon ~~the~~shareholders ~~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~~$1.58 million. ~~Our~~There ~~lessees~~can ~~could seek the protection of bankruptcy, insolvency or similar~~be ~~laws,~~no ~~which~~assurance ~~could~~that ~~result~~we inwill ~~the~~be ~~rejection~~able ~~and~~to ~~termination~~generate ofsufficient ~~our~~revenue ~~lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue~~ to ~~concentrate~~pay our ~~investment~~expenses 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 infrastructure sector may lag the performance of other sectors or ~~the~~generate ~~broader~~net ~~market as a whole~~income.

IfWe ~~our~~have ~~acquisitions~~identified ormaterial ~~our~~weaknesses ~~overall~~in ~~business~~our ~~performance~~internal ~~fail to meet expectations~~controls, ~~the~~and ~~amount~~we ofcannot ~~cash~~provide ~~available~~assurances tothat usthese tomaterial ~~pay~~weaknesses ~~dividends~~will ~~may~~be ~~decrease~~effectively ~~and~~remediated weor ~~could~~that ~~default~~additional onweaknesses ~~our~~will ~~loans,~~not ~~which~~occur ~~are secured by collateral~~ in ~~our~~the ~~properties and assets~~future.

WeOur ~~may~~management ~~not~~is beresponsible ~~able~~for toestablishing ~~achieve~~and ~~operating~~maintaining ~~results~~adequate ~~that~~internal ~~will~~control ~~allow~~over usour tofinancial ~~pay~~reporting, ~~dividends~~as atdefined in aRule ~~specific~~13a- ~~level~~15(f) orunder ~~to increase~~ the ~~amount~~Exchange ~~of these dividends from time to time~~Act. ~~Also,~~We ~~restrictions~~identified ~~and~~a ~~provisions~~material weakness in ~~any~~our ~~credit~~controls ~~facilities~~relating weto ~~enter~~accounting ~~into~~for orcomplex transactions ~~any~~which ~~debt~~has ~~securities~~not webeen ~~issue may~~remedied ~~limit~~as ~~our~~of ~~ability~~March to31, ~~pay dividends~~2025. WeSpecifically, ~~cannot~~Preferred Shares ~~assure~~were ~~you~~historically ~~that~~classified ~~you~~as ~~will~~mezzanine ~~receive~~equity ~~dividends~~instead atof abeing ~~particular~~classified ~~time,~~as ~~or at a particular level, or at all~~equity.

~~Unfortunately, our~~While ~~tenants~~we ~~related~~have tohired ~~the~~outside ~~greenhouse~~consultants ~~portfolio have failed~~ to ~~perform~~aid onin our ~~their~~accounting ~~lease~~for ~~obligations~~complex ~~which~~transactions ~~has~~and ~~created~~plan ~~a significant liquidity issue related~~ to ~~this~~take ~~portfolio~~remedial ofaction ~~assets. Power REIT entered into a Greenhouse Loan with initial availability of $20 million that is non-recourse~~ to ~~Power~~address ~~REIT and has liens against~~ the ~~Power~~material ~~REIT~~weakness ~~greenhouse~~in ~~portfolio~~our ofinternal ~~properties.~~controls, ~~The balance of the loan as of September~~we ~~30,~~cannot ~~2024,~~provide isany ~~approximately~~assurance ~~$16,267,000~~that ~~and~~such isremedial ~~in default. In March 2024~~measures, ~~the~~or ~~lender~~any ~~filed a litigation seeking among~~ other ~~things,~~remedial ~~foreclosure and~~measures ~~appointment of a receiver. Unfortunately, this may lead to distressed sales which would have a negative impact on our prospects. If~~ we ~~should fail to generate sufficient revenue to pay our outstanding secured debt obligations~~take, ~~the~~will ~~lenders~~be ~~may foreclose on the security pledged decreasing our ability to generate revenue and our ability to pay dividends~~effective. In addition, ~~Maryland~~a ~~law prohibits the payment~~material ofweakness ~~dividends~~will ifnot webe ~~are~~considered ~~unable~~remediated tountil ~~pay~~the ~~our~~applicable ~~debts~~controls asoperate ~~they come due. A forbearance agreement with the lender~~ for ~~the~~a ~~Greenhouse~~sufficient ~~Loan~~period ~~was effective~~of ~~on May 10, 2024, which provides additional~~ time toand ~~retire~~management ~~the~~has ~~loan. The original expiration date of the forbearance agreement~~concluded, ~~was~~through ~~September 30~~testing, ~~2024.~~that Onthese ~~September~~controls ~~30,~~are ~~2024,~~designed ~~the~~and weoperate ~~entered~~effectively. ~~into~~Although anmanagement ~~amendment~~believes tothat the ~~forbearance~~material ~~agreement~~weakness ~~which moves the expiration~~in ofour ~~the~~internal ~~forbearance~~controls ~~agreement~~will tobe ~~January 31~~remediated, ~~2025. The Trust is in discussions with the lender to continue a process of orderly sales of assets to try and maximize value but~~ there can be no assurance that the ~~bank~~deficiencies will ~~extend~~be ~~the~~remediated ~~forbearance~~in ~~again if~~ the ~~loan~~near isfuture ~~not~~or ~~retired~~that inthe ainternal ~~timely~~control ~~fashion.~~over ~~There~~financial ~~can~~reporting, beas nomodified, ~~assurance~~will ~~that~~enable ~~the~~us ~~efforts~~ to ~~sell,~~identify ~~re-lease~~ or ~~recapitalize~~avoid ~~the~~material ~~assets~~weaknesses ~~which~~in ~~are~~our ~~security~~internal controls ~~for~~in the ~~Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement~~future.

PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into the 2015 PWRS Loan Agreement (as defined below) that is non-recourse to Power REIT and secured by all of PWRS’ interest in the land and intangibles. As of September 30, 2024, the balance of the 2015 PWRS Loan was approximately $6,506,000 (net of unamortized debt costs of approximately $219,000).29

~~Pittsburgh &~~As ~~West~~a ~~Virginia~~result ~~Railroad (“PWV”), one~~ of our ~~subsidiaries,~~failure ~~entered~~to ~~into~~maintain aan ~~Loan~~effective system ~~Agreement~~of ininternal ~~the~~control ~~amount~~over offinancial ~~$15~~reporting,~~500,000 that~~ iswe ~~non-recourse~~may tonot ~~Power~~be ~~REIT~~able ~~and~~to ~~secured~~accurately byreport our ~~equity~~financial ~~interest~~results inor ~~our~~prevent ~~subsidiary~~fraud. ~~PWV~~As a ~~which~~result, issecurity ~~pledged~~holders ascould ~~collateral.~~lose ~~The~~confidence ~~balance of~~in ~~the~~our ~~loan~~financial asand ofother ~~September~~public 30reporting, ~~2024~~which iswould ~~$14,253,000~~harm ~~(net~~our ofbusiness ~~approximately~~and ~~$269,000~~the trading price of ~~capitalized~~our ~~debt~~common ~~costs)~~stock.

36Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Our failure to maintain an effective system of internal controls, and any failure by us to implement required new or improved internal controls or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing by us, as and when required, conducted in connection with Section 404 of the Sarbanes-Oxley Act, or Section 404, or any subsequent testing by our independent registered public accounting firm, as and when required, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. As a growing company, implementing and maintaining effective controls may require more resources, and we may encounter internal control integration difficulties. Our failure to maintain effective internal controls over financial reporting, may result in us not being able to accurately report our financial results, detect or prevent fraud, or file our periodic reports in a timely manner, which may, among other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common stock.

~~We have~~The ~~substantial~~investment ~~debt~~portfolio is, and ~~preferred~~in ~~shares~~the ~~outstanding~~future ~~with~~may ~~substantial~~continue ~~liquidation~~to ~~preference~~be, ~~which~~concentrated ~~could~~in ~~adversely~~its ~~affect~~exposure ~~our~~to ~~overall financial~~a ~~health~~relatively ~~and~~few ~~our~~numbers ~~operating~~of ~~flexibility~~investments, industries and lessees.

~~We may~~Historically, ~~need~~our revenue has been concentrated to ~~raise~~a ~~additional~~relatively ~~capital~~limited ornumber ~~sell~~of ~~additional~~investments, ~~properties~~industries toand ~~fund~~lessees. During the three months ended March 31, 2025, we collected approximately 98% of our ~~operations~~consolidated inrevenue ~~order~~from totwo ~~continue~~properties. asThe atenants ~~going~~were ~~concern~~Norfolk Southern Railway and Regulus Solar, LLC which represent 52% and 46% of consolidated revenue respectively.

~~As of~~We ~~September~~are ~~30,~~exposed ~~2024,~~to werisks ~~had~~inherent anin ~~accumulated~~this ~~deficit~~sort of ~~$46~~investment concentration.5 ~~million~~Financial ~~and~~difficulty aor ~~net~~poor ~~loss~~business ~~attributable~~performance toon ~~common~~the ~~shareholders~~part of ~~$22~~any ~~million.~~single lessee or a default on any single lease will Asexpose us to a greater risk of ~~December~~loss ~~31,~~than ~~2023,~~would webe ~~had~~the ancase ~~accumulated~~if ~~deficit~~we ofwere ~~$25.0~~more ~~million~~diversified and aholding ~~net~~numerous ~~loss~~investments, ~~attributable~~and tothe ~~common~~underperformance or ~~shareholders~~non-performance of ~~$15~~any ~~million~~of its assets may severely adversely affect our financial condition and results from operations. Our lessees Ascould ofseek ~~September~~the 30protection of bankruptcy, ~~2024~~insolvency or similar laws, ~~the~~which ~~Trust~~could ~~had~~result ~~approximately~~in ~~$2.4~~the ~~million~~rejection and termination of ~~cash~~our lease agreements and ~~approximately~~could ~~$17.0~~cause ~~million~~a ofreduction ~~current~~in ~~loan~~our ~~liabilities~~cash flows. Furthermore, we may continue to concentrate our investment activities in the ~~The~~CEA ~~current~~and ~~loan~~cannabis ~~liabilities~~sectors, ~~include~~which ~~approximately~~subjects ~~$16.3~~us ~~million~~to ofmore arisks ~~bank~~than ~~loan~~if ~~secured~~we bywere ~~the~~diversified ~~majority~~across ofmany ~~the~~sectors. ~~greenhouse~~At ~~portfolio~~times, (the performance of ~~“Greenhouse~~the ~~Loan”)~~CEA and ~~which~~infrastructure issectors ~~non-recourse~~may tolag the ~~Trust~~performance of other sectors or the broader market as a whole.

OfIf our acquisitions ~~the~~or ~~total~~our ~~amount~~overall ofbusiness ~~cash,~~performance ~~approximately~~fail ~~$2.2~~to ~~million~~meet isexpectations, ~~non-restricted~~the amount of cash available ~~for~~to ~~general~~us ~~corporate~~to ~~purposes~~pay dividends may decrease and ~~$163~~we could default on our loans,~~000~~ ~~is restricted~~which ~~cash~~are ~~related~~secured toby ~~the~~collateral ~~Greenhouse~~in ~~Loan~~our properties and assets.

~~For~~We may not be able to achieve operating results that ~~the~~will ~~nine~~allow ~~months~~us ~~ended~~to ~~September~~pay ~~30,~~dividends ~~2024~~at ~~and~~a specific level or to increase the ~~year~~amount ~~ended~~of ~~December~~these ~~31,~~dividends ~~2023~~from time to time. Also, ~~the~~restrictions and ~~Trust~~provisions ~~determined~~in ~~that~~any ~~there~~credit ~~was~~facilities ~~substantial~~we ~~doubt as~~enter tointo ~~its~~or any debt securities we issue may limit our ability to ~~continue~~pay asdividends. aWe ~~going~~cannot assure ~~concern~~you asthat ayou ~~result~~will ofreceive ~~net~~dividends ~~losses~~at ~~incurred,~~a ~~reduced~~particular ~~revenue~~time, ~~and~~or ~~increased~~at ~~property maintenance~~a ~~expenses~~particular ~~related~~level, toor ~~the~~at ~~greenhouse portfolio~~all.

~~While the~~Unfortunately, ~~current~~our ~~liabilities~~tenants ~~far~~related ~~exceed~~to the ~~current~~Greenhouse ~~assets,~~Portfolio ifhave ~~the~~failed ~~Trust’s plan~~ to ~~focus~~perform on ~~selling~~their ~~properties,~~lease ~~entering~~obligations ~~into~~which ~~new~~has ~~leases, improving~~created ~~cash~~a ~~collections~~significant ~~from~~liquidity ~~existing~~issue ~~tenants~~related ~~and~~to this portfolio of assets. A portion of the ~~raising~~properties ~~capital~~included in the ~~form~~Greenhouse ofPortfolio ~~debt~~secure orthe ~~equity~~Greenhouse Loan which is ~~effectively~~non-recourse ~~implemented,~~to us and the ~~Trust’s~~ ~~plan~~lender ~~could~~under ~~potentially~~the ~~provide~~Greenhouse ~~enough~~Loan ~~liquidity~~has toliens ~~fund~~against ~~its~~such ~~operations~~properties. ~~However~~As of March 31, 2025, the ~~Trust~~balance ~~cannot~~of ~~predict,~~the ~~with~~loan ~~certainty~~was approximately $17, 671,000, the ~~outcome~~loan ofwas ~~its~~in ~~actions~~default and such properties were subject to ~~generate~~foreclosure. ~~liquidity~~In March 2024, ~~including~~the ~~its~~lender ~~ability~~filed toa ~~sell~~litigation ~~properties~~seeking among other things, foreclosure and appointment of a receiver. In addition, Maryland law prohibits the ~~failure~~payment of dividends if we are unable to dopay soour ~~could~~debts ~~negatively~~as they come due. A forbearance agreement ~~impact~~with ~~its~~the ~~future~~lender ~~operations~~for the Greenhouse Loan was effective on May 10, 2024, and expired, as modified, on January 31, 2025 (see Subsequent Events).

~~In early~~PW ~~2024~~Regulus Solar, ~~the~~LLC (“PWRS”), ~~Trust~~one ~~sold~~of ~~three~~our ~~properties~~subsidiaries, ~~which~~entered ~~should~~into ~~help~~a ~~with~~loan ~~liquidity.~~agreement ~~The~~(the ~~net~~“2015 ~~proceeds~~PWRS ~~from~~Loan ~~the~~Agreement”) ~~sale~~that ofis non-recourse ~~the~~to ~~Salisbury,~~us MAand ~~property was~~secured ~~approximately~~by ~~$662,000~~all of ~~unrestricted~~PWRS’ ~~cash~~interest ~~and~~in the ~~approximately~~land ~~$456,000~~and ~~loan~~intangibles. ~~was~~As ~~retired~~of atMarch ~~closing~~31, ~~and~~2025, isthe ~~eliminated~~balance ~~from current~~under ~~liabilities.~~the ~~The~~2015 ~~other~~PWRS ~~sale~~Loan ~~produced~~Agreement was approximately $536,472,000 (net of ~~restricted~~unamortized ~~cash~~debt ~~and~~costs ~~will~~of ~~generate~~approximately ~~cash flow from seller financing provided that should help with liquidity to service the Greenhouse Loan~~$207,000).

~~The Greenhouse~~Pittsburgh ~~Loan~~& isWest inVirginia ~~default~~Railroad (“PWV”), ~~and~~one weof ~~continue~~our tosubsidiaries, ~~work~~entered ~~with~~into ~~the bank to establish~~ a ~~path forward. However, the Greenhouse~~ Loan isAgreement ~~non-recourse to Power REIT which means that~~ in the ~~event~~amount ~~it cannot resolve issues with the bank and they foreclose on the properties, Power REIT should be able to continue as a going concern albeit with a significantly smaller portfolio~~ of ~~assets. In March 2024~~$15, ~~the lender filed a litigation seeking among other things~~500,000 ~~foreclosure~~that ~~and~~is ~~appointment of a receiver (See Note 6 – LONG~~non-~~TERM~~recourse ~~DEBT).~~to ~~A forbearance agreement with~~Power ~~the~~REIT ~~lender~~and ~~for~~secured ~~the~~by ~~Greenhouse~~our ~~Loan~~equity ~~was~~interest ~~entered~~in ~~into~~our ~~effective~~subsidiary ~~May~~PWV ~~10, 2024,~~ which ~~provides~~is ~~additional~~pledged ~~time~~as ~~to retire the loan~~collateral. The ~~expiration~~ ~~date~~balance of the ~~original~~loan ~~forbearance~~as ~~agreement was September 30, 2024. On September 30, 2024, we entered into an amendment to the forbearance agreement which moves the expiration~~ of ~~the~~March ~~forbearance agreement to January~~ 31, 2025. Weis ~~are~~$14,143,000 in(net ~~discussions with the lender to continue a process~~ of ~~orderly~~approximately sales of assets to try and maximize value but there can be no assurance the bank will extend the forbearance again if the loan is not retired in a timely fashion. There can be no assurance that our efforts to sell$265,000 ~~re-lease or recapitalize the assets which are security for the Greenhouse Loan will ultimately retire the loan per the requirements~~ of ~~the~~capitalized ~~forbearance~~debt ~~agreement~~costs).

~~The~~We ~~issuance~~have ofsubstantial ~~securities~~debt ~~with~~and ~~claims~~preferred ~~that are senior to those of our common~~ shares, ~~including~~outstanding ~~our~~with ~~Series~~substantial Aliquidation ~~Preferred Stock~~preference, ~~may~~which ~~limit~~could ~~or prevent~~adversely usaffect ~~from paying dividends on its common shares. There is no limitation on~~ our ~~ability to issue securities senior to the Trust’s~~overall ~~common~~financial ~~shares~~health orand ~~incur~~our ~~indebtedness~~operating flexibility.

~~Our~~We ~~common~~require ~~shares~~cash ~~are~~flows ~~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~~debt ~~securities~~service. ~~that~~These byobligations ~~their~~may ~~terms~~prevent ~~rank~~us ~~senior~~from tousing our ~~common~~cash ~~shares~~flows infor ~~our~~other ~~capital structure, including our Series A Preferred Stock~~purposes. AsIf ~~of September 30, 2024,~~ we ~~had outstanding debt in the principal amount of $37.0~~ ~~million~~are ~~and~~unable ~~$8.5~~to ~~million~~satisfy ~~(par~~these ~~value)~~obligations, ofwe ~~Series~~might Adefault ~~Preferred~~on ~~Stock.~~our ~~This~~ debt and ~~these preferred securities rank senior to the Trust’s common shares in~~ our ~~capital~~financial ~~structure.~~condition ~~We expect that in due course we may incur more debt,~~ and ~~issue~~results ~~additional~~of ~~preferred~~operations ~~securities~~would be asadversely ~~we pursue our business strategy~~affected.

37In an effort to conserve liquidity and create financial flexibility, the Trust has not declared dividends on its preferred shares since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our preferred shares. As of March 31, 2025, the amount of unpaid dividends on the outstanding preferred shares is approximately $1,632,000.

InOur ~~the~~obligations ~~case~~arising offrom our indebtedness, ~~specified~~could ~~amounts~~have ofother ~~principal~~negative ~~and~~consequences ~~interest~~to ~~are customarily payable on specified due dates. In the case of preferred securities, such as~~ our ~~Series A Preferred Stock~~shareholders, ~~holders~~including ~~are provided with a senior claim to distributions, according to~~ the ~~specific~~ ~~terms~~acceleration of ~~the~~debt related ~~securities.~~to ~~In contrast, however, in~~ the ~~case~~loan ofsecured ~~common shares, dividends are payable only when, as and if declared~~ by the ~~Trust’s~~greenhouse ~~board~~portfolio. ofOur ~~trustees~~failure ~~and~~to ~~depend~~meet ~~on,~~our ~~among~~obligations ~~other~~under ~~things,~~our ~~the Trust’s results of operations, financial condition,~~ debt ~~service requirements~~, ~~obligations~~we tocould ~~pay~~lose ~~distributions~~assets due to ~~holders~~foreclosure ofor ~~preferred~~sale ~~securities,~~on ~~such~~unfavorable asterms. ~~the Series A Preferred Stock~~Also, ~~other~~ ~~cash~~our ~~needs~~indebtedness and ~~any~~debt ~~other~~service ~~factors~~might ~~that~~limit ~~the~~our ~~board~~ability ofto ~~trustees~~refinance ~~may~~existing ~~deem relevant~~ debt or ~~that they are required~~ to ~~consider~~do asso at a ~~matter of~~reasonable ~~law.~~cost, ~~The~~might ~~incurrence~~make byus ~~the~~more ~~Trust~~vulnerable ofto ~~additional~~adverse ~~debt,~~economic and ~~the~~market ~~issuance by the Trust of additional preferred securities~~conditions, ~~may~~might limit ~~or eliminate~~our ~~the~~ability ~~amounts available~~ to take ~~the~~advantage ~~Trust~~of toopportunities, ~~pay~~and ~~dividends~~might ondiscourage ~~our~~business ~~Series~~partners Afrom ~~Preferred~~working ~~Stock~~with ~~and common shares~~us.

~~From~~Furthermore, ~~time~~since a significant percentage of our assets are used to ~~time,~~secure our ~~management~~debt, ~~team~~this ~~may~~reduces ~~own~~the ~~interests~~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 ~~lessees~~ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other ~~counterparties,~~purposes and ~~may~~could ~~thereby~~limit ~~have~~our ~~interests~~ability ~~that~~to ~~conflict~~use operating cash flow in other areas of our business because orwe ~~appear~~must todedicate ~~conflict~~a ~~with~~substantial ~~the~~portion ~~Trust’s~~of ~~interests~~these funds to service debt.

OnIn ~~occasion,~~addition ~~our management may have financial interests that conflict, or appear~~ to conflict with the Trust’s interests. For example, four of Power REIT’s 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~~current 21debt, ~~2021,~~we ~~June~~might ~~11,~~incur ~~2021,~~additional ~~and~~debt ~~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 ~~nine~~future ~~months ended September 30, 2024 from the affiliated tenants~~ in ~~Colorado,~~order ~~Oklahoma~~to ~~and~~finance ~~Nebraska~~improvement ~~was~~or ~~$0.~~development ~~Total~~of ~~rental income recognized for the three and nine months ended September 30~~properties, ~~2024 was $785,000 and $785,000, respectively, from the tenant affiliated with MILC in~~ ~~Michigan~~acquisitions ~~based~~or ~~on the recognition of a security deposit as income during the third quarter of 2024. Total rental income recognized~~ for ~~the~~other ~~three~~general ~~and~~corporate ~~nine months ended September 30~~purposes, ~~2023~~which iscould $0exacerbate ~~from~~ the ~~tenants~~risks ~~that are~~described ~~affiliated with MILC in Michigan. The~~ above ~~leases are currently in default and the Trust is evaluating the best path forward related thereto~~. ~~Also,~~These aconsequences ~~portion~~could ~~of the property improvement budget~~have ~~contained in~~ a ~~lease~~material ~~amendment~~adverse ~~with~~effect ~~NorthEast~~on ~~Kind~~our ~~Assets~~business, ~~LLC~~financial ~~for~~condition ~~the property located in Maine, amounting to $2,205,000, was to be supplied by IntelliGen Power Systems LLC which is owned by HBP, an affiliate of David Lesser, Power REIT’s Chairman~~ and ~~CEO. On~~results ~~January 23, 2023, the lease was amended to restructure the timing~~ of ~~rent payments and eliminate the funding of remaining capital improvements for the cogeneration project, which includes eliminating payments that were expected to be paid to IntelliGen, a related party~~operations. ~~As of September 30, 2024, $1,102,500 had been paid to IntelliGen for equipment supplied.~~

Although our Declaration of Trust permits this type of business relationship and a majority of our disinterested trustees must approve, and in those instances did approve, Power REIT’s involvement in such transactions, in any such circumstance, there may be conflicts of interest between Power REIT on one hand, and subsidiaries of MILC, IntelliGen, Mr. Lesser and his affiliates and interests on the other hand, and such conflicts may be unfavorable to us.30

~~Item~~The issuance of securities 2.with ~~Unregistered~~claims ~~Sales~~that are senior to those of ~~Equity~~our ~~Securities~~common ~~and~~shares, ~~Use~~including ofour ~~Proceeds~~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 March 31, 2025, we had outstanding debt in the principal amount of $38.8 million and $8.5 million (apar value) of Series A Preferred Stock. This debt and these preferred securities rank senior to our common shares in our capital ~~Unregistered~~structure. ~~Sales~~We ofexpect ~~Equity~~that ~~Securities~~in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

WeIn the case of indebtedness, ~~did~~specified ~~not~~amounts ~~sell~~of ~~any~~principal ~~equity~~and interest are customarily payable on specified due dates. In the case of preferred securities, ~~during~~such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the ~~quarter~~specific ~~ended~~terms ~~September~~of 30the securities. In contrast, ~~2024~~however, in ~~transactions~~the ~~that~~case ~~were~~of ~~not~~common ~~registered~~shares, ~~under~~dividends ~~the~~are ~~Securities~~payable only when, as and if declared by our board of ~~Act~~trustees and depend on, among other ~~than~~things, our results of operations, financial condition, debt service requirements, obligations to pay distributions to holders of preferred securities, such as ~~previously~~the ~~disclosed~~Series inA ~~our~~Preferred ~~filings~~Stock, ~~with~~other cash needs and any other factors that the ~~SEC~~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.

~~(b)~~From time to time, ~~Use~~our ofmanagement ~~Proceeds~~team may own interests in our lessees or other counterparties, and may thereby have interests that conflict or appear to conflict with our interests.

~~Not~~On occasion, our management may have financial interests ~~applicable~~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 March 31, 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.

~~(c)~~Although our Declaration ~~Issuer~~of ~~Purchases~~Trust permits this type of ~~Equity~~business ~~Securities~~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.

~~Not applicable~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item 3.~~(a) ~~Defaults~~Unregistered ~~Upon~~Sales ~~Senior~~of Equity Securities.

~~Not~~We did not sell any equity securities during the quarter ~~Applicable~~ended March 31, 2025 in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC.

~~Item 4.~~(b) ~~Mine~~Use ~~Safety~~of ~~Disclosures.~~Proceeds

Not ~~Applicable~~ applicable.

~~Item 5.~~(c) ~~Other~~Issuer ~~Information.~~Purchases of Equity Securities

~~During the~~Not nine months ended September 30, 2024, no director or officer of the Company 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-Kapplicable.

38Item 3. Defaults Upon Senior Securities.

~~Item 6.~~Not ~~Exhibits~~Applicable.

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.
Exhibit 31.1		Section 302 Certification for David H. Lesser
Exhibit 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)

Item 4. Mine Safety Disclosures.

*Filed herewithNot Applicable.

39Item 5. Other Information.

~~SIGNATURE~~During the three months ended March 31, 2025, no director 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.

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 30, 2024 to be signed on its behalf by the undersigned thereunto duly authorized.31

~~POWER~~Item ~~REIT /s/ David H~~6. ~~Lesser David H~~Exhibits. ~~Lesser Chairman, CEO, CFO, Secretary and Treasurer Date: October 31, 2024~~

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.

10.1		Sales Agreement, dated January 24, 2025, by and between Power REIT and A.G.P./Alliance Global Partners, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on January 24, 2025.

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)

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 March 31, 2025 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: May 14, 2025

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