SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Power REIT

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

73933H101

(CUSIP Number)

Henry Posner III
535 Smithfield Street, Suite 960,
Pittsburgh, PA, 15222
412-928-7700

Briar McNutt
Epstein Becker & Green, P.C., 875 Third Avenue
New York, NY, 10022
212-351-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/29/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

73933H101

Name of reporting person

POSNER HENRY III

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 340,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 340,000.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

340,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

10.0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D originally filed with the SEC by the Reporting Person with respect to the Issuer on December 1, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on December 4, 2025, Amendment No. 2 to Schedule 13D filed on December 11, 2025, Amendment No. 3 to Schedule 13D filed on December 17, 2025, and Amendment No. 4 to Schedule 13D filed on December 23, 2025 ("Amendment No. 4") (collectively, the "Schedule 13D/A"). Capitalized terms used herein have the meanings ascribed to them in the Schedule 13D/A. The principal purpose of this Amendment No. 5 is to update certain information previously reported in Item 4 (Purpose of Transaction) with respect to the Reporting Person to reflect changes since the filing of Amendment No. 4. The Reporting Person has not effected any acquisitions or dispositions of shares of the Issuer's Common Stock since the filing of Amendment No. 4. Except as set forth in this Amendment No. 5, the information in the Schedule 13D/A remains unchanged.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.001 per share

(b)

Name of Issuer:

Power REIT

(c)

Address of Issuer's Principal Executive Offices:

301 WINDING ROAD, 301 WINDING ROAD, OLD BETHPAGE, NEW YORK , 11804.

Item 4.

Purpose of Transaction

As of the date hereof, the Reporting Person intends to engage with David H. Lesser, the Issuer's Chief Executive Officer and Chairman of the Issuer's Board of Trustees (the "Board"), as well as other members of the Issuer's Board, to discuss the Issuer's governance and its plans with respect to its wholly owned subsidiary, Pittsburgh & West Virginia Railroad. The Reporting Person may engage with the Issuer with respect to joining the Board and/or identifying other strategic individuals to join the Board, and to the extent he is unable to reach an agreement with the Issuer regarding the foregoing, the Reporting Person may seek to nominate such individuals to the Board. The Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, the matters set forth above, potential improvements in the Issuer's governance, including a governance and compliance audit, and the strategy and plans of the Issuer, including transactions in which the Reporting Person may seek to participate and potentially engage. In addition to the matters set forth above, the Reporting Person may engage with the Issuer's management and Board with respect to a broad range of governance, compliance, operational and strategic matters and to communicate with other shareholders or other third parties, including advisers and service providers regarding any of the foregoing. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions. The Reporting Person may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Person intends to review his investment in the Issuer on a continuing basis and depending on various factors, including without limitation, the Issuer's governance, compliance with its responsibilities to its shareholders, its financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other available investment opportunities, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may in the future take such actions with respect to his investment in the Issuer on terms and at such times as he deems appropriate. These actions may include, without limitation, acquiring additional shares of Common Stock or disposing of some or all of his holdings of Common Stock, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Person may deem advisable. In addition, the Reporting Person may, at any time and from time to time, (i) review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.2 - Power of Attorney by Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POSNER HENRY III

Signature:	/s/ Briar McNutt
Name/Title:	Briar McNutt by POA from Henry Posner III, Reporting Person
Date:	12/29/2025

Comments accompanying signature:

Power of Attorney of Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Person dated November 24, 2025 and filed with the SEC on December 1, 2025)

Amendment: SEC Form SCHEDULE 13D/A filed by Power REIT (MD)