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 30, 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 22, 2025.

TABLE OF CONTENTS

		Page No.

PART I – FINANCIAL INFORMATION		3

Item 1 – Financial Statements (Unaudited)		3
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4
	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6
	Notes to Unaudited Consolidated Financial Statements	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		28

Item 4 – Controls and Procedures		28

PART II – OTHER INFORMATION		29

	Item 1 – Legal Proceedings	29

	Item 1A – Risk Factors	30

	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	32

	Item 3 – Defaults Upon Senior Securities	33

	Item 4 – Mine Safety Disclosures	33

	Item 5 – Other Information	33

	Item 6 – Exhibits	33

SIGNATURE		34

POWER REIT AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2025			December 31, 2024
ASSETS
Land	$	4,730,741		$	4,751,010
Greenhouse cultivation and processing facilities, net of accumulated depreciation		1,143,564			1,189,195
Net investment in direct financing lease - railroad		9,150,000			9,150,000
Total real estate assets		15,024,305			15,090,205

Cash and cash equivalents		1,993,495			2,194,502
Restricted cash		-			37,084
Prepaid expenses and deposits		230,850			207,177
Intangible lease asset, net of accumulated amortization		2,106,317			2,276,933
Deferred rent receivable		324,107			338,106
Mortgage loan		1,604,265			1,602,000
Assets held for sale		6,406,602			24,335,236
Other assets		265,716			21,395
TOTAL ASSETS	$	27,955,657		$	46,102,638

LIABILITIES AND EQUITY
Accounts payable	$	226,405		$	173,700
Accrued expenses		192,299			166,320
Other liabilities		8,177			-
Liabilities held for sale		1,260,393			1,599,477
Current portion of long-term debt, net of unamortized discount		750,231			17,445,220
Long-term debt, net of unamortized discount		19,299,760			19,965,043
TOTAL LIABILITIES		21,737,265			39,349,760

Equity:
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of September 30, 2025 and December 31, 2024)		8,489,952			8,489,952
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of September 30, 2025 and December 31, 2024)		3,389			3,389
Additional paid-in capital		48,282,362			47,948,200
Accumulated deficit		(50,557,311	)		(49,688,663	)
Total Equity		6,218,392			6,752,878

TOTAL LIABILITIES AND EQUITY	$	27,955,657		$	46,102,638

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

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
REVENUE
Lease income from direct financing lease – railroad	$	228,750		$	228,750		$	686,250		$	686,250
Rental income		245,729			353,504			692,647			843,922
Rental income - related parties		-			785,000			-			785,000
Other income		38,631			58,858			126,790			164,901
TOTAL REVENUE		513,110			1,426,112			1,505,687			2,480,073

EXPENSES
Amortization of intangible assets		56,872			56,872			170,616			170,616
General and administrative		265,998			338,008			934,299			1,151,135
Property expenses		100,324			493,501			834,952			1,407,198
Depreciation expense		13,812			145,587			36,797			817,194
Impairment expense		31,804			195,403			45,404			18,194,384
Interest expense		244,660			872,460			1,815,337			3,031,826
TOTAL EXPENSES		713,470			2,101,831			3,837,405			24,772,353

OTHER INCOME (EXPENSE)
Gain (Loss) on sale of properties		-			-			(7,628	)		394,394
Gain on extinguishment of debt		-			-			1,092,670			-
Unrealized gain on marketable securities		46,412			-			529			-
Realized gain on marketable securities		377,499			-			377,499			-
Forgiveness of accounts payable		-			350,704			-			350,704
TOTAL OTHER INCOME		423,911			350,704			1,463,070			745,098

NET INCOME (LOSS)		223,551			(325,015	)		(868,648	)		(21,547,182	)

Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	60,344		$	(488,222	)	$	(1,358,269	)	$	(22,036,803	)

Income (Loss) Per Common Share:
Basic	$	0.02		$	(0.14	)	$	(0.40	)	$	(6.50	)
Diluted		0.02			(0.14	)		(0.40	)		(6.50	)

Weighted Average Number of Shares Outstanding:
Basic		3,389,661			3,389,661			3,389,661			3,389,661
Diluted		3,389,661			3,389,661			3,389,661			3,389,661

Cash dividend per Series A Preferred Share:	$	-		$	-		$	-		$	-
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48			1.45			1.45

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

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2025 and 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, 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
Net Income		-		-		-		-		-		320,913			320,913
Stock-Based Compensation		-		-		-		-		143,211		-			143,211
Balance at June 30, 2025		336,944	$	8,489,952		3,389,661	$	3,389	$	48,234,624	$	(50,780,862	)	$	5,947,103
Net Income		-		-		-		-		-		223,551			223,551
Stock-Based Compensation		-		-		-		-		47,738		-			47,738
Balance at September 30, 2025		336,944	$	8,489,952		3,389,661	$	3,389	$	48,282,362	$	(50,557,311	)	$	6,218,392

Balance at December 31, 2023		336,944	$	8,489,952		3,389,661	$	3,389	$	47,254,625	$	(24,977,922	)	$	30,770,044
Net Loss		-		-		-		-		-		(2,076,998	)		(2,076,998	)
Stock-Based Compensation		-		-		-		-		216,475		-			216,475
Balance at March 31, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,471,100	$	(27,054,920	)	$	28,909,521
Net Loss		-		-		-		-		-		(19,145,169	)		(19,145,169	)
Stock-Based Compensation		-		-		-		-		190,676		-			190,676
Balance at June 30, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,661,776	$	(46,200,089	)	$	9,955,028
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,661,776	$	(46,200,089	)	$	9,955,028
Net Loss		-		-		-		-		-		(325,015	)		(325,015	)
Net (Income) Loss		-		-		-		-		-		(325,015	)		(325,015	)
Stock-Based Compensation		-		-		-		-		143,212		-			143,212
Balance at September 30, 2024		336,944	$	8,489,952		3,389,661	$	3,389	$	47,804,988	$	(46,525,104	)	$	9,773,225
Balance		336,944	$	8,489,952		3,389,661	$	3,389	$	47,804,988	$	(46,525,104	)	$	9,773,225

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

POWER REIT AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Nine Months ended September 30,
	2025			2024
Operating activities
Net loss	$	(868,648	)	$	(21,547,182	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible lease asset		170,616			170,616
Amortization of debt costs		23,542			23,542
Stock-based compensation		334,162			550,363
Impairment expense		45,404			18,194,384
Depreciation		36,797			817,194
Realized gain on marketable securities		(377,499	)		-
Unrealized gain on marketable securities		(529	)		-
Loss (gain) on sale of properties		7,628			(394,394	)
Gain on extinguishment of debt		(1,092,670	)		-

Changes in operating assets and liabilities
Deferred rent receivable		13,999			107,140
Prepaid expenses and deposits		412,025			(307,259	)
Other liabilities		(294,521	)		-
Accounts payable		14,398			(479,322	)
Tenant security deposits		-			(924,724	)
Accrued expenses		1,374,603			2,717,203
Prepaid rent		-			(33,000	)
Net cash used in operating activities		(200,693	)		(1,105,439	)

Investing activities
Cash received for sale of properties		132,274			715,642
Investment in marketable securities		365,104			-
Collection of mortgage loan principal		102,735			200,000
Net cash provided by investing activities		600,113			915,642

Financing Activities
Proceeds received from debt		459,919			-
Principal payment on long-term debt		(900,460	)		(1,519,445	)
Cash paid for offering related expenses		(196,970	)		-
Net cash used in financing activities		(637,511	)		(1,519,445	)

Net decrease in cash and cash equivalents and restricted cash		(238,091	)		(1,709,242	)

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	$	1,993,495		$	2,395,642

Supplemental disclosure of cash flow information:
Interest paid	$	718,378		$	751,462
Non-cash transactions
Land and greenhouse properties transferred in lieu of debt repayment		17,107,500			-
Mortgage loan receivables entered into in connection with sale of properties		105,000			1,250,000
Accrued interest and loan expenses transferred to loan		1,078,468			2,801,247
Equipment written off against financing liabilities		53,756			-
Offering related expenses included in accounts payable		34,426			-

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

1 – GENERAL INFORMATION

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

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

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

The Trust is structured as a holding company and owns its assets through nineteen 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 30, 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 an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 82 acres of land with approximately 357,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).

During the nine months ended September 30, 2025, the Trust did not declare a quarterly dividend of approximately $490,000 ($0.484375 per share per quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

On June 9, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE MF LLC, sold a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 13 and was vacant. The purchaser was an unaffiliated third party who had previously acquired two adjacent properties from subsidiaries of the Trust and the price was established based on an arm’s length negotiation. The sale price was $125,000 and the subsidiary of the Trust provided $105,000 of seller financing which amortizes over a 60-month period at an interest rate of 11% per annum. There was a nominal loss on sale based on previous impairments.

On January 31, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000 and the net proceeds were used to pay down a loan previously secured by the Trust’s Greenhouse Portfolio (“the Greenhouse Loan”) and pay other accrued expenses related to the property. There was no gain or loss on sale recognized based on previous impairments.

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

The Greenhouse Loan was secured by most of the Greenhouse Portfolio. The Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for Greenhouse Portfolio properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets by leasing and/or selling. The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties in the amount of approximately $16,904,000, which includes the write off of accrued property tax of approximately $179,000, along with the remaining balance of the Greenhouse Loan in the amount of approximately $17,997,000. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, the Trust recognized a non-cash gain of approximately $1,093,000.

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 previously included in restricted cash represented funds held by the Trust related to debt service payment reserves required by the lender of the Greenhouse Loan but since that obligation was satisfied in April, 2025, the restricted cash as of September 30, 2025 is $0.

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, 2025		December 31, 2024

Cash and cash equivalents	$	1,993,495	$	2,194,502
Restricted cash		-		37,084
Cash and cash equivalents and restricted cash	$	1,993,495	$	2,231,586

Stock Based Compensation Accounting Policy

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

Basis of Presentation

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

Principles of Consolidation

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

Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted net income (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 30, 2025 and December 31, 2024 the total number of common stock equivalents was 187,500 and 192,778, respectively, composed of stock options.

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

	2025			2024			2025			2024
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Numerator:

Net income (loss)	$	223,551		$	(325,015	)	$	(868,648	)	$	(21,547,182	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(489,621	)		(489,621	)
Numerator for basic and diluted EPS - income (loss) available to common shareholders	$	60,344		$	(488,222	)	$	(1,358,269	)	$	(22,036,803	)

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

Basic and diluted income (loss) per common share	$	0.02		$	(0.14	)	$	(0.40	)	$	(6.50	)

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 months ended September 30, 2025 and 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 its portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows:

●

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

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

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

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

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

Depreciation

Depreciation is computed using the straight-line method over the estimated useful lives of 20 years for greenhouses, 10 years for the MIP, 39 years for auxiliary buildings, except for PW CA Canndescent, LLC for which it was determined that the buildings have a useful life of 37 years. For the three months ended September 30, 2025 and 2024, approximately $14,000 and $146,000 depreciation expense was recorded, respectively. For the nine months ended September 30, 2025 and 2024, approximately $37,000 and $817,000 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 30, 2025 and December 31, 2024, the Trust has several properties that are considered assets held for sale. See Note 7 for discussion of its assets held for sale.

Impairment of Long-Lived Assets

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

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

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

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

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

Revenue Recognition

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

Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the three and nine months ended September 30, 2025 and 2024, the Trust did not write off any straight-line rent receivable against rental income. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial statements unless 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.

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

	2025		2024		2025		2024
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Straight-Line Rent	$	200,779	$	200,780	$	602,337	$	602,338
Cash Basis Rent		44,950		13,000		90,310		101,860
Security Deposit Recognized as Rental Income		-		924,724		-		924,724
Rental income	$	245,729	$	1,138,504	$	692,647	$	1,628,922

Deferred rent receivable as of September 30, 2025 and December 31, 2024 is approximately $324,000 and $338,000, respectively.

Intangibles

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

Intangible Assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were no impairment charges recorded for Intangible Assets for the three and nine months ended September 30, 2025 and 2024.

The following table provides a summary of the Intangible Assets:

			Accumulated Amortization		Accumulated Amortization
	Cost		Through 12/31/24		Through 9/30/2025		Net Book Value

Asset Intangibles - PWRS	$	4,713,548	$	2,436,615	$	170,616	$	2,106,317

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


2025 (Three months remaining)	$	56,872
2026	$	227,488
2027	$	227,488
2028	$	227,488
2029	$	227,488
Thereafter	$	1,139,493
Total	$	2,106,317

Net Investment in Direct Financing Lease – Railroad

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

Fair Value

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

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

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

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

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

The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of September 30, 2025, the Trust owns publicly traded REIT securities with a fair market value of approximately $23,000, based on the September 30, 2025 closing prices. As of December 31, 2024, 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. 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. PW SD assessed the collectability and deemed no allowance was needed as of September 30, 2025. The principal balance of the note was $597,000 as of September 30, 2025 and December 31, 2024.

On January 6, 2024, PW CO CanRE Sherman 6 LLC (“PW Sherman”) provided seller financing in conjunction with selling the Sherman 6 and Tamarack 14 properties in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity. The seller financing had a three-year maturity with a fixed amortization schedule of $40,000 for the first month and second months, $45,000 for the third month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees. As of September 30, 2025 and December 31, 2024, the balance of the loan was approximately $908,000 and $1,005,000 respectively. On June 9, 2025, PW Sherman agreed to modify the terms of the note whereby payments are based on a five5-year amortization schedule at an 11% per annum interest rate and with a balloon payment for the balance due on May 1, 2030. PW Sherman assessed the collectivity and deemed no allowance was needed as of September 30, 2025.

On June 9, 2025, PW Sherman provided seller financing in conjunction with selling the Tamarack 13 property in the amount of $105,000 with an 11% per annum interest rate until maturity. The seller financing has a five-year maturity and fully amortizes over the life of the note with fixed monthly payments of $2,283 per month. The note is secured by a first mortgage on the property and a personal guarantee of the owner of the entity which purchased the property. As of September 30, 2025, and December 31, 2024, the balance of the loan is $99,645 and $0, respectively. PW Sherman assessed the collectivity and deemed no allowance is needed as of September 30, 2025.

Other Income

Other income included in total revenue for the three months ended September 30, 2025 and 2024 is approximately $38,000 and $59,000, respectively consisting of interest income. Other income included in Total Revenue for the nine months ended September 30, 2025 and 2024 is approximately $126,000 and $165,000, respectively, consisting of interest income.

Other Assets

Other assets as of September 30, 2025 and December 31, 2024 is approximately $266,000 and $21,000 respectively. Other assets as of September 30, 2025 primarily consists of approximately $22,000 of fair market value of preferred shares of a publicly traded REIT and approximately $231,000 of prepaid expenses related to the filing of an S-3 Registration Statement with the SEC and associated offering related expenses.

Interest Expense

Interest expense for the three months ended September 30, 2025 related to the PW PWV Loan (defined below), the 2015 PWRS Loan (defined below) and the Greenhouse Loan was approximately $169,000, $75,000 and $0, respectively, compared to approximately $172,000, $81,000 and $619,000, respectively, for the three months ended September 30, 2024. Interest expense for the nine months ended September 30, 2025 related to the PW PWV Loan, the 2015 PWRS Loan and the Greenhouse Loan was approximately $510,000, $232,000 and $1,070,000, respectively, compared to approximately $518,000, $249,000 and $2,248,000, respectively, for the nine months ended September 30, 2024.

General and Administrative Expenses

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

Preferred Stock

As of September 30, 2025, the Trust has issued approximately $8.5 million of its Series A Preferred Stock. The shares of Series A Preferred Stock have no stated maturity, are not currently subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless they are redeemed, repurchased or converted.

Recent Accounting Pronouncements

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

3 – GOING CONCERN

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

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

On a consolidated basis, the Trust’s cash, cash equivalents and restricted cash totaled $1,993,495 as of September 30, 2025, a decrease of $238,091 from December 31, 2024. During the nine months ended September 30, 2025, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties, general and administrative expenses and paydown of the indebtedness.

The Trust intends to continue to focus on maximizing the value of the greenhouse properties. This will include entering into new leases and selling properties based on market conditions. The Trust will also continue to focus on improving cash collections from existing tenants. In addition, the Trust is exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value. The Trust may also raise capital in the form of debt or equity to provide liquidity. However, the Trust cannot predict, with certainty, the outcome of these actions to generate liquidity.

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

4 – DISPOSITIONS

2025 Dispositions

On June 9, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE MF LLC, sold a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 13 and was vacant. The purchaser was an unaffiliated third party who had previously acquired two adjacent properties from subsidiaries of the Trust and the price was established based on an arm’s length negotiation. The sale price was $125,000 and the subsidiary of the Trust provided $105,000 of seller financing which amortizes over a 60-month period at an interest rate of 11% per annum. There was an approximately $8,000 loss on sale based on previous impairments taken.

On January 31, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000 and the net proceeds were used to pay down the Greenhouse Loan and pay other accrued expenses related to the property. There was no gain/loss on sale recognized based on previous impairments.

2024 Dispositions

On December 26, 2024, a wholly owned subsidiary of Power REIT, PW CO CanRE JKL LLC, sold its interest in a cannabis related greenhouse cultivation property located in Ordway, Colorado. The property was described in prior filings as Sherman 21 and 22 and was vacant and construction was incomplete. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $80,000 and the net proceeds were used to pay down the loan secured by the greenhouse portfolio and other accrued expenses related to the property. The loss on sale recognized was approximately $147,000.

On January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to a utility scale solar farm located in Salisbury, Massachusetts. for gross proceeds of $1.2 million. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. As part of the transaction, the Municipal Debt and the PWSS Term Loan were paid off. The gain on sale recognized was approximately $181,000 and the net book value of land upon sale was approximately $1,006,000.

On January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC, sold two cannabis related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties. The properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The purchaser was an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $1,325,000. As part of the transaction, a subsidiary of the Trust provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time to 15% until maturity. The seller financing had a three-year maturity with a fixed amortization schedule of $40,000 for the first and second months, $45,000 for the third month and $15,000 per month thereafter until maturity. On May 30, 2025, PW MF agreed to modify the terms of the note whereby payments are based on a 5-year amortization schedule at an 11% per annum interest rate and with monthly payments of $16,052 from May 1, 2025 to April 1, 2030 and a balloon payment for the balance due on May 1, 2030. The note is secured by a first mortgage on the properties and certain corporate and personal guarantees. The gain on sale recognized was approximately $213,000. The Trust has assessed that this is considered a loan modification.

5 – DIRECT FINANCING LEASES AND OPERATING LEASES

Information as Lessor Under ASC Topic 842

To generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 and 99 years. Payments from the Trust’s leases are recognized on a straight-line basis over the terms of the respective leases or on a cash basis for tenants with collectability issues. During the three and nine months ended September 30, 2025 and 2024, the Trust wrote off a net amount of $0 in straight-line rent receivable against rental income. Total revenue from its leases recognized for the three months ended September 30, 2025 and 2024 is approximately $474,000 and $1,367,000 (which includes recognition of approximately $925,000 of rental income for non-refundable security deposits related to defaulted leases) respectively. Total revenue from its leases recognized for the nine months ended September 30, 2025 and 2024 is approximately $1,379,000 and $2,315,000 (which includes recognition of approximately $925,000 of rental income for non-refundable security deposits related to defaulted leases as allowed per the terms of the lease and based on the determination that these defaults will be not be cured), respectively.

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

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

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

The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of September 30, 2025 for assets and assets held for sale where revenue recognition is considered on a straight-line basis:

	Assets Held for Use		Assets Held for Sale
2025 (3 months remaining)	$	95,403		-
2026		820,004		-
2027		828,155		-
2028		836,388		-
2029		844,703		-
Thereafter		4,310,559		-
Total	$	7,735,212	$	-

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 a simple interest rate of 5.0% per annum that is paid annually, due on February 1 of each year. The balance of the Municipal Debt as of September 30, 2025 and December 31, 2024 is approximately $0. 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 carries a fixed interest rate of 5.0% per annum for a term of 10 years and amortizes based on a 20-year principal amortization schedule. The loan is secured by PWSS’ real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of September 30, 2025 and December 31, 2024 is approximately $0. 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 (the “2015 PWRS Loan Agreement”) with a certain lender for $10,150,000 (the “2015 PWRS Loan”). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note for the benefit of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate per annum. As of September 30, 2025 and December 31, 2024, the balance of the 2015 PWRS Loan was approximately $6,019,000 (net of unamortized debt costs of approximately $196,000) and $6,944,000 (net of unamortized debt costs of approximately $230,000), respectively.

On 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 for the benefit of the lender for $15,500,000, with a fixed interest rate of 4.62% per annum and fully amortizes over the life of the financing which matures in 2054. The PW PWV Loan is non-recourse to Power REIT. The balance of the loan as of September 30, 2025 and December 31, 2024 was approximately $14,031,000 (net of approximately $260,000 of capitalized debt costs) and approximately $14,198,000 (net of approximately $267,000 of capitalized debt costs), respectively.

As previously disclosed, a subsidiary of the Trust had a loan secured by most of the greenhouse properties which was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will seek to realize value from the retained assets by leasing and/or selling. The transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will also relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. The balance of the Greenhouse Loan as of September 30, 2025 and December 31, 2024 was approximately $0 and $16,720,000 (approximately $13.3 million of principal, $2.1 million of interest and default interest and $1.3 million of loan expenses). During the nine months ended September 30, 2025 and 2024, the Trust recognized approximately $554,000 and $739,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in Consolidated Statements of Operations. During the three months ended September 30, 2025 and 2024, the Trust recognized approximately $0 and $116,000, respectively of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense in the Consolidated Statements of Operations. As a result of settling the Greenhouse Loan obligations through a deed-in-lieu of foreclosure for the Nebraska and Michigan properties, the Trust recognized a non-cash gain of approximately $1,093,000. This gain arose from the write-off of both the properties with a combined book value of approximately $17,083,000 and the associated loan obligations which totaled approximately $17,997,000, including accrued interest, default interest, and loan modification expenses (late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees) and the write off of accrued property tax of approximately $179,000.

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

SCHEDULE OF LONG TERM DEBT


2025 (Three months remaining)	$	84,948
2026		791,212
2027		835,036
2028		880,909
2029		928,923
Thereafter		16,985,073
Long term debt	$	20,506,101

7 – IMPAIRMENT AND ASSETS HELD FOR SALE

For the three months ended September 30, 2025 and 2024, the Trust recorded a non-cash impairment charge of approximately $32,000 and $195,000, respectively. During the nine months ended September 30, 2025 and 2024, the Trust recorded a non-cash impairment charge of approximately $45,000 and $18.1 million, respectively. Any decline in the estimated fair values of the Trust’s assets could result in impairment charges in the future. It is possible that such impairments, if required, could be material.

A summary of the Trust’s impairment expense for the nine months ended September 30, 2025 and 2024 is below:

	2025		2024		2025		2024
	Impairment Expense

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Assets Held for Sale	$	-	$	109,174	$	13,600	$	17,609,346
Long-Lived Assets		31,804		86,229		31,804		585,038
Impairment Expenses	$	31,804	$	195,403	$	45,404	$	18,194,384

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 30, 2025 since all criteria under ASC 360-10-45-9 were met. The Balance Sheet as of December 31, 2024 has been reclassed for comparative purposes as three properties (Tamarack 7, Tam 7 -MIP, Maverick 5 – Jackson Farms, and Tamarack 8 -Apotheke) considered held for sale are now considered held for use as of September 30, 2025. Also, the balance sheet as of December 31, 2024 includes the Tamarack 18, and Tamarack 13 properties which were sold during the first six months of 2025 as well as, the Michigan and Nebraska properties which were written off on April 11, 2025 as part of the resolution of the Greenhouse Loan, and therefore all removed from the September 30, 2025 column. The assets and liabilities of assets held for sale were as follows:

	September 30, 2025		December 31, 2024

ASSETS
Land		743,550		1,359,865
Greenhouse cultivation and processing facilities, net of accumulated depreciation		5,663,052		22,458,215
Prepaid Expense		-		460,698
Other assets		-		56,458
TOTAL ASSETS - Held for sale		6,406,602		24,335,236

LIABILITIES
Accounts payable		135,475		139,355
Accrued expenses		1,124,918		1,103,668
Other liabilities		-		356,454
TOTAL LIABILITIES - Held for sale		1,260,393		1,599,477

Other Liabilities

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

Other Assets

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

8 – EQUITY AND LONG-TERM COMPENSATION

Summary of Share Based Compensation Activity

Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Trustees and Consultants; to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common shares through the granting of awards. As of September 30, 2025, the aggregate number of shares of common shares that may be issued pursuant to outstanding awards is currently 2,348,710 which is subject to adjustment per the Plan.

Summary of Share-Based Compensation Activity – Options

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

The 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. During the quarter ended March 31, 2024, 4,722 of unvested options were forfeited and during the quarter ended September 30, 2025, 5,278 options that had previously vested were forfeited due to the death of a Trustee.

SEC Form 10-Q filed by Power REIT (MD)