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8-KAccepted Sep 14, 2:14 PM ET

Stewards, Inc. Amends Series A Preferred Stock Maximum Ownership to 100%

SWRDStewards, Inc.

Accepted (ET)

2:14 PM

Sep 14, 2026

Filed

Sep 14, 2026

Documents

12

Size

237.5 KB

Summary

Stewards, Inc. Amends Series A Preferred Stock Maximum Ownership to 100%

Updated

What Happened

  • Stewards, Inc. announced a material amendment to the Certificate of Designation for its Series A Preferred Stock. On September 9, 2026 the Board and all holders of the Series A Preferred approved the change by written consent, and the Company filed the Certificate of Amendment with the Nevada Secretary of State on September 10, 2026 (effective upon filing).
  • The amendment replaces the previous 9.99% "Maximum Percentage" in Section 3(e) of the Series A Certificate of Designation with 100% and deletes the prior sentence that allowed a holder to change the Maximum Percentage by notice effective on the 61st day after notice. The amendment does not change conversion rate, conversion timing, dividends, redemption, liquidation, or voting rights.

Key Details

  • Approval: unanimous written consent of all 71,250,000 issued and outstanding shares of Series A Preferred Stock (approved September 9, 2026).
  • Filing: Certificate of Amendment filed with Nevada Secretary of State on September 10, 2026; effective upon filing.
  • Change: Maximum Percentage under Section 3(e) changed from 9.99% to 100%; the sentence allowing future unilateral adjustment by notice (effective day 61) was removed.
  • Other rights: No changes to conversion terms, dividend, redemption, liquidation, or voting rights; Company cannot waive Section 3(e) without consent of holders of a majority of the Common Stock.

Why It Matters

  • The amendment increases the potential ownership stake that Series A preferred holders could hold through conversions from a 9.99% cap to up to 100%, which could materially affect common shareholders if conversion occurs (potential dilution and shifts in voting power).
  • The filing does not indicate any immediate issuance or conversion; it reflects a change in the legal limits and mechanics governing the Series A Preferred Stock. Investors should note the change when assessing potential dilution, capitalization structure, and voting scenarios.

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