Form 8-K
8-K — Stewards, Inc.
Accession: 0001795851-26-000010
Filed: 2026-09-04
Period: 2026-09-02
CIK: 0001795851
SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — swrd-20260902.htm (Primary)
EX-10.1 (stewardsincpromissorynote1.htm)
EX-10.2 (securityagreement9226.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: swrd-20260902.htm · Sequence: 1
swrd-20260902
FALSE000179585100017958512026-09-022026-09-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 2, 2026
Stewards, Inc.
(Exact name of registrant as specified in its charter)
Nevada
333-291586
88-0436017
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
4300 N. University Drive, Suite D-105, Lauderhill, Florida
33351
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (516) 419-5300
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
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. o
1
Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2026, Stewards, Inc. (the “Company”) entered into a Promissory Note (the “Note”) and a related Security Agreement (the “Security Agreement”) with Accretiv Investment Holdings Inc. (the “Lender”) in connection with a secured, short-term bridge financing in the original principal amount of $1,500,000 (the “Loan”). The Company has no material relationship with the Lender other than in respect of the Note and the Security Agreement.
As of the date of this Current Report, the Lender has not yet advanced the $1,500,000 principal amount to the Company in immediately available funds. The Company’s payment obligations under the Note arise only upon its actual receipt of the principal amount in immediately available funds.
The Note provides that the outstanding principal is due on September 21, 2026, which is a firm outside date and is not subject to extension. In addition to repayment of principal, the Company is obligated to pay the Lender a fixed return of $75,000, equal to 5% of the original principal amount, on or before November 30, 2026. The fixed return is earned upon funding and is not prorated based on the period the principal remains outstanding, in each case subject to the Note’s usury savings provision. The principal is due independently of, and is not reduced by, the fixed return.
The Note is secured by a continuing junior security interest under the Security Agreement in substantially all of the Company’s personal property, including accounts, deposit accounts, equipment, inventory, general intangibles, instruments, investment property and related proceeds. The security interest is expressly junior and subordinate to the Company’s existing senior liens, including the liens securing up to $5,000,000 in aggregate principal amount of secured convertible promissory notes issued under a note purchase agreement dated as of July 27, 2026. The Loan is full recourse to the Company, but no officer, director, employee or stockholder of the Company has provided a personal guaranty.
The Note requires the Company to apply amounts actually received from or in connection with a capital commitment from Stewards International Funds PCC, acting for and in respect of its Stewards Private Credit Fund, and other amounts actually received from that fund, first to the obligations under the Note until paid in full, unless the Lender otherwise agrees in writing. As previously disclosed, that fund is a related party. This covenant identifies a payment source and does not grant the Lender a first-priority security interest.
The Note and the Security Agreement contain customary representations, covenants and events of default. Upon a payment default, the Lender may elect to accelerate all outstanding obligations. The Note also provides for liquidated damages of $200,000 upon a payment default and default interest on overdue amounts at 18% per annum or, if lower, the maximum lawful rate, subject to applicable law and the usury savings provision. The Lender’s remedies, including remedies against the collateral, remain subject to the rights of holders of senior liens.
The foregoing descriptions of the Note and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Note and the Security Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Promissory Note, dated as of September 2, 2026, issued by Stewards, Inc. to Accretiv Investment Holdings Inc.
10.2
Security Agreement, dated as of September 2, 2026, by and between Stewards, Inc. and Accretiv Investment Holdings Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STEWARDS, INC.
Dated:
September 4, 2026
By:
/s/ Katuischia Murless
Name:
Katuischia Murless
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
3
EX-10.1
EX-10.1
Filename: stewardsincpromissorynote1.htm · Sequence: 2
Document
PROMISSORY NOTE
$1,500,000.00
Lauderdale, FL
Effective Date: September 2, 2026
FOR VALUE RECEIVED, the undersigned, Stewards, Inc., a Nevada corporation (the "Maker"), promises to pay to the order of Accretiv Investment Holdings Inc., a Georgia corporation (the "Lender"), the principal sum of One Million Five Hundred Thousand Dollars and No/100 ($1,500,000.00), together with the Lender Return and all other amounts expressly payable under this Note, in accordance with the provisions below.
This Note evidences secured, short-term bridge financing arranged and provided by Lender on short notice. This Note does not grant Lender any equity, warrant, conversion, participation, or other ownership interest in Maker. This Note is secured only by the junior security interest granted under the Security Agreement. That security interest is junior to the Senior Liens and is not a first-priority security interest.
1.Definitions
As used in this Note, the following terms have the meanings below:
"Business Day": Any day other than a Saturday, Sunday, or legal holiday on which banks in Nevada are generally open for business.
"Effective Date": The date stated at the beginning of this Note.
“Existing Convertible Notes”: Maker’s secured convertible promissory notes outstanding under the Note Purchase Agreement dated as of July 23, 2026, in the aggregate principal amount of up to $5,000,000.
“Existing Convertible Note Liens”: Has the meaning set forth in the Security Agreement.
"Funding Date": The date on which Lender advances the full original Principal of $1,500,000.00 to Maker in immediately available funds without deduction for the Lender Return or any other amount.
"Lender Return": A fixed return of Seventy-Five Thousand Dollars ($75,000.00), equal to five percent (5%) of the original Principal, payable to Lender for the account of the Lender.
"Maturity Date": September 21, 2026, which is a firm outside date and is not subject to extension.
“Lien”: Has the meaning set forth in the Security Agreement.
"Maximum Lawful Rate": The maximum non-usurious rate or amount permitted under the law applicable to this Note.
"Principal": The original principal amount of $1,500,000.00.
"Security Agreement": That certain Security Agreement dated as of September 2, 2026, between Maker and Lender, as amended from time to time.
"Senior Liens": Has the meaning set forth in the Security Agreement.
"Wire Instructions": The deposit-account information designated by a party in a written notice delivered at least two (2) Business Days before the applicable payment or advance.
2.Loan Funding
As conditions precedent to Lender’s obligation to fund, Maker shall deliver to Lender, in form and substance satisfactory to Lender, evidence of Maker’s authority to enter into this Note and the Security Agreement.
Lender shall advance the Principal to Maker on the Funding Date by wire transfer to Maker’s Wire Instructions. Maker's payment obligations under this Note arise only upon its actual receipt of the full Principal in immediately available funds. The advance shall be evidenced by this Note and, if reasonably requested, written confirmation of the wire transfer. If Lender advances only a portion of the Principal, this Note will be amended to reflect the new amount and Lender Return will be adjusted proportionately.
3.Payment Terms
(a) Principal Repayment. Maker shall repay the entire outstanding Principal in one cash payment on or before September 21, 2026. September 21, 2026 is a hard-stop repayment date for the Principal and is not subject to extension. The Principal is due independently of, and is not reduced by, the Lender Return.
(b) Lender Return. Maker shall pay the Lender Return of $75,000.00 in cash by wire transfer in immediately available funds on or before November 30, 2026. Payment shall be made to Lender pursuant to Lender’s then-current Wire Instructions. A payment initiated in accordance with those Wire Instructions on or before that date is timely if received within two (2) Business Days thereafter.
(c) Fixed Non-Principal Economics. The Lender Return of $75,000.00, equal to five percent (5%) of the original Principal, is fixed, earned upon funding, payable in addition to repayment of Principal, and not prorated based on the period the Principal is outstanding, subject in all respects to Section 6.
(d) Method and Application of Payments. All payments shall be made in U.S. dollars and in immediately available funds to Lender’s Wire Instructions, without setoff, deduction, counterclaim, or withholding except as required by law. Unless Maker designates otherwise in writing, amounts received by Lender may be applied first to reasonable enforcement costs then due, then to the Lender Return, then to other amounts due under this Note, and then to Principal. Collateral proceeds remain subject to the Security Agreement, including application first to Senior Liens.
(e) Stewards International Funding as Payment Source. Maker acknowledges that Stewards International Funds PCC, acting for and in respect of its Stewards Private Credit Fund, has issued or is expected to issue a capital commitment letter to Maker confirming expected funding support of at least $24,000,000.00 over the twelve-month period beginning on or about August 13, 2026, expected to be disbursed through current and new financing arrangements and monthly
funding rounds. Maker is entering into this Note because those funds have not yet been received. Maker shall apply amounts actually received from or in connection with that capital commitment letter, and other amounts actually received from Stewards International Funds PCC or the Stewards Private Credit Fund, first to the outstanding obligations under this Note until this Note has been paid in full, unless Lender agrees otherwise in writing. This Section is a payment-source covenant only. It does not create a first-priority security interest, does not require Maker to remit funding proceeds from any other source, and does not limit Senior Liens.
(f) No Extension. Maker has no right to extend the Maturity Date, and Lender has no obligation to consider or grant any extension.
(g) Default Payment Consequences and Liquidated Damages. Upon the occurrence of any Event of Default arising from a payment failure, the outstanding Principal, Lender Return, enforcement costs, and all other amounts then payable under this Note shall, at Lender’s election, become immediately due and payable. Maker acknowledges that Lender is providing this short-term bridge financing on an expedited basis and is allocating capital that Lender would otherwise deploy toward other binding or anticipated commitments. Maker further acknowledges that any failure to repay the Principal when due would expose Lender to substantial liquidity, opportunity-cost, transaction, reputational, and capital-allocation harm, the precise amount of which would be difficult or impractical to determine at the time this Note is executed. Accordingly, the parties agree that, upon a payment default, the amount of $200,000.00 constitutes a reasonable, negotiated pre-estimate of Lender’s anticipated damages and is intended as liquidated damages and not as a penalty, subject in all respects to the Usury Savings Clause and applicable law. From and after the date of default, all overdue amounts shall bear default interest at eighteen percent (18%) per annum, or the Maximum Lawful Rate if lower, until paid in full. Lender’s remedies shall include recovery of all amounts expressly provided in this Note, provided that Lender shall not recover duplicative amounts for the same injury, and subject in all respects to the Usury Savings Clause.
(h) Waiver of Defenses. To the fullest extent permitted by applicable law, Maker waives demand, presentment, protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all defenses based on setoff, counterclaim, impairment of collateral, marshaling, valuation, or diligence in collection, except for defenses based on Lender’s gross negligence, willful misconduct, or payment in full.
4.Security
This Note is secured by the Security Agreement. The security interest granted under the Security Agreement is a junior security interest in the personal-property collateral described on Exhibit A to the Security Agreement. That security interest is junior and subordinate to the Senior Liens,
including the liens securing Maker’s outstanding secured convertible notes issued under the Note Purchase Agreement dated as of July 23, 2026, and is not a first-priority security interest.
5.Negative Covenants; Governing Law and Jurisdiction
Until all obligations under this Note have been paid in full, Maker shall not, without Lender’s prior written consent, (a) grant any additional Lien on the collateral described in the Security Agreement except Permitted Liens under the Security Agreement, or (b) take any action that would prime, invalidate, or impair Lender’s junior security interest. This Section does not restrict Senior Liens or require Maker to give Lender a first-priority or pari passu lien. Maker shall promptly notify Lender of any event that could reasonably be expected to impair repayment of this Note or the junior security interest.
This Note shall be governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Nevada for any action arising out of or relating to this Note and waives any objection to that venue.
6.Usury Savings Clause
The parties intend to comply with applicable usury and similar laws. For purposes of determining compliance, every amount paid or payable in connection with the extension of credit that applicable law treats as interest, including any portion of the Lender Return so treated, shall be aggregated and, to the extent permitted, amortized over the longest lawful period. No person shall be entitled to receive more than the Maximum Lawful Rate. Any excess shall be applied to reduce Principal or, if Principal has been paid in full, refunded to Maker. This Section controls over every contrary provision of this Note. The parties agree that, as between themselves and for contract interpretation, the Lender Return is a fixed fee for arranging and providing short-notice bridge financing and is not stated interest. That characterization does not limit this Section if a court recharacterizes any amount as interest.
7.Events of Default
Maker represents and warrants to Lender that Maker has full power and authority to execute, deliver, and perform this Note and the Security Agreement; this Note and the Security Agreement constitute legal, valid, and binding obligations of Maker enforceable against Maker in accordance with their terms; and the execution and performance of this Note and the Security Agreement do not violate Maker’s governing documents. The holders of the Existing Convertible Notes have consented to the junior lien created by the Security Agreement, and the execution and performance of this Note and the Security Agreement do not and will not result in the creation of any Lien other than that junior security interest and Permitted Liens under the Security Agreement. Maker does not represent that Lender is receiving a first-priority lien, parity with any Senior Lien, or a lien that is free of the Existing Convertible Note Liens.
Each of the following constitutes an Event of Default:
(a) Maker fails to pay the outstanding Principal in full by September 21, 2026 or fails to pay the Lender Return by November 30, 2026. Because these are firm outside dates, no extension, additional notice, or cure period applies to those payment failures;
(b) Maker fails to pay any other amount when due and that failure continues for three (3) Business Days after written notice from Lender;
(c) Maker breaches any other covenant or representation in this Note or in the Security Agreement and fails to cure the breach within fifteen (15) Business Days after written notice, provided that no cure period applies to a breach that cannot reasonably be cured; or
(d) Maker becomes insolvent, admits in writing its inability to pay debts as they become due, makes an assignment for the benefit of creditors, commences a bankruptcy or similar proceeding, or becomes subject to an involuntary proceeding that is not dismissed within sixty (60) days.
8.Remedies
Upon an Event of Default, Lender may declare the outstanding Principal, the Lender Return, default interest, enforcement costs, and all other amounts payable under this Note immediately due and payable, without further notice except as expressly required by this Note. Lender may exercise all rights and remedies available under this Note and the Security Agreement, applicable law, or equity, including enforcement against the collateral described in the Security Agreement, subject in all respects to the Senior Liens. Maker shall reimburse Lender for all reasonable documented out-of-pocket enforcement costs, including reasonable attorneys’ fees and court costs, subject to applicable law.
9.Waivers
Maker waives presentment, demand, protest, notice of dishonor, and notice of intent to accelerate except for notices expressly required by this Note. To the fullest extent permitted by applicable law, Maker and Lender knowingly waive trial by jury in any action arising out of or relating to this Note.
10.Notices
Notices must be in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of receipt, to the addresses below or to another address designated by notice. A notice is effective upon receipt.
To Maker: Stewards, Inc., 4300 N University Dr Ste D-105, Lauderhill, FL 33351, Attn: Katy Murless Email: kmurless@stewards.com
To Lender: Accretiv Investment Holdings Inc., [NOTICE ADDRESS], Attn: Martin Freeman, Email: martin@accretiv.com
11.Miscellaneous
(a) Time of Essence. Time is of the essence for every payment obligation under this Note.
(b) Amendments and Waivers. No amendment or waiver is effective unless set out in a writing signed by Maker and Lender. Each waiver is limited to the specific instance given. No amendment may convert the junior security interest into a first-priority lien without the prior written consent of the holders of the Senior Liens.
(c) Severability. If any provision is invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions shall remain in effect.
(d) Assignment and Binding Effect. This Note binds and benefits the parties and their successors and permitted assigns. Maker may not assign any rights or obligations under this Note without Lender’s prior written consent, and any attempted assignment without such consent is void. Lender may assign, transfer, pledge, or participate all or any portion of its rights under this Note and the Security Agreement to any Affiliate or financing source upon written notice to Maker, and may assign after an Event of Default to any person without Maker’s consent. Any assignee takes subject to the junior priority of the Security Agreement. Maker may pay the assignor until Maker receives written notice of the assignment and the assignee’s Wire Instructions. “Affiliate” means an entity that controls, is controlled by, or is under common control with Lender.
(e) Entire Agreement. This Note and the Security Agreement are the entire agreement regarding this bridge financing and supersede prior discussions, except signed written funding or settlement instructions. This Note does not amend, replace, or prime the Existing Convertible Note Security Agreement dated July 23, 2026, or any other Senior Lien.
(f) Counterparts and Electronic Signatures. This Note may be executed in counterparts and by electronic signature; each counterpart is deemed an original and all form one instrument.
(g) No Real-Property Mortgage; No Personal Guaranty. This Note does not mortgage real property and does not create a personal guaranty of Shaun Quin or any other individual.
IN WITNESS WHEREOF, the parties have executed or acknowledged this Note as of the Effective Date.
MAKER:
STEWARDS, INC., a Nevada corporation
By: /s/ Shaun Quin
Name: Shaun Quin
Title: CEO
LENDER ACKNOWLEDGMENT:
Accretiv Investment Holdings Inc., a Georgia corporation
By: /s/ Martin Freeman
Name: Martin Freeman
Title: CEO
EX-10.2
EX-10.2
Filename: securityagreement9226.htm · Sequence: 3
Document
SECURITY AGREEMENT
This Security Agreement (this “Agreement”) is made and entered into as of September 2, 2026, by and between: STEWARDS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and ACCRETIV INVESTMENT HOLDINGS INC., a Georgia corporation (the “Secured Party”).
RECITALS
A.Pursuant to that certain Promissory Note dated as of September 2, 2026 (as amended, restated, or otherwise modified from time to time, the “Note”), the Company, as maker, has promised to pay to the order of the Secured Party the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00), together with the Lender Return and other amounts expressly payable under the Note.
B.It is a condition precedent to the Secured Party’s advance under the Note that the Company grant to the Secured Party a junior security interest in certain of its personal property to secure the Obligations.
C.The Company has agreed to execute and deliver this Agreement to induce the Secured Party to fund the Note.
D.The Company has outstanding secured convertible promissory notes in the aggregate principal amount of up to Five Million Dollars ($5,000,000) issued under that certain Note Purchase Agreement dated as of July 23, 2026, which notes are secured by that certain Security Agreement dated as of July 23, 2026 (the “Existing Convertible Note Security Agreement”). The Company and the Secured Party acknowledge that those notes and that security agreement remain outstanding. The security interest granted under this Agreement is junior and subordinate to the liens created by the Existing Convertible Note Security Agreement. This Agreement does not grant a first-priority security interest.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
Section 1.1 Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Note, as applicable. As used in this Agreement, the following terms shall have the following meanings:
“Collateral” means the property described on Exhibit A attached hereto and made a part hereof. “Event of Default” has the meaning set forth in Article VII of this Agreement.
“Existing Convertible Notes” means the Company’s secured convertible promissory notes outstanding under the Note Purchase Agreement dated as of July 23, 2026, in the aggregate principal amount of up to
$5,000,000.
“Existing Convertible Note Liens” means the liens and security interests created by the Existing Convertible Note Security Agreement and related transaction documents securing the Existing Convertible Notes.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest.
“Senior Liens” means (i) the Existing Convertible Note Liens and (ii) any other Lien of a secured lender of the Company that is valid and perfected on the date of this Agreement and that is senior in priority to the security interest created by this Agreement.
“Obligations” means any and all indebtedness, liabilities, and obligations of every kind and nature of the Company to the Secured Party under or in connection with the Note, this Agreement, and any other documents executed in connection with the Note, including, without limitation, all principal, the Lender Return, interest (including default interest), premiums, fees, costs, expenses, indemnities, and all other amounts payable thereunder or in connection therewith, whether now existing or hereafter arising, absolute or contingent, due or to become due, and whether or not evidenced by any note or other instrument. “Obligations” does not include the Existing Convertible Notes or any other indebtedness except the Note and this Agreement.
“Permitted Liens” means (i) Liens for taxes, assessments, or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other social security legislation; and (iv) Liens in favor of the Company’s other secured lenders, including the Existing Convertible Note Liens and other Senior Liens; (v) Liens securing the Existing Convertible Notes; (vi) the junior security interest created under this Agreement; and
(vii) replacements, extensions, and refinancings of the foregoing that do not increase the principal amount secured except by unpaid interest, fees, and reasonable costs.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Nevada (Nevada Revised Statutes Chapter 104, Article 9).
ARTICLE II
GRANT OF SECURITY INTEREST
Section 2.1 Grant. As collateral security for the prompt and complete payment and performance when due of all Obligations, the Company hereby pledges, assigns, transfers, hypothecates, and grants to the Secured Party a continuing junior security interest in and to all of the Company’s right, title, and interest in, to, and under the Collateral, whether now owned or hereafter acquired and wherever located, subject to Permitted Liens. The security interest granted hereby is junior in priority to the Senior Liens and is not a first-priority security interest.
Section 2.2 Continuing Security Interest. The security interest granted under this Agreement is a continuing security interest and shall remain in full force and effect until all Obligations have been paid in full and this Agreement has been terminated in accordance with its terms.
Section 2.3 Security Agreement. This Agreement shall constitute a security agreement within the meaning of the UCC.
Section 2.4 Same Collateral; Junior Only. This Agreement grants a junior security interest in the Collateral described on Exhibit A, which is the same class of personal-property collateral described in the Existing Convertible Note Security Agreement. This Agreement does not create a first-priority lien. The Secured Party shall not file any financing statement that claims a first-priority lien.
Section 2.5 Subordination to Other Secured Lenders. The lien created by this Agreement is and shall remain junior and subordinate in payment and lien priority to the Senior Liens. The Secured Party shall not contest the validity, priority, perfection, or enforcement of the Senior Liens. This Section is for the express benefit of the Company’s other secured lenders holding Senior Liens and may be relied on by them.
ARTICLE III OBLIGATIONS SECURED
Section 3.1 Obligations. The security interest granted under this Agreement secures the full, prompt, and complete payment and performance of all Obligations.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Secured Party as of the date hereof and as of the Funding Date under the Note as follows:
Section 4.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with full corporate power and authority to own its properties and conduct its business as currently conducted.
Section 4.2 Authority and Enforceability. The Company has full corporate power and authority to enter into this Agreement, to grant the junior security interest contemplated hereby, and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Section 4.3 Ownership of Collateral. The Company is the legal and beneficial owner of the Collateral, free and clear of all Liens other than Permitted Liens.
Section 4.4 Junior Security Interest. The security interest granted hereby constitutes a present, valid, binding, and enforceable junior security interest in the Collateral, subject to Permitted Liens and junior to the Senior Liens. The Company does not represent that the Secured Party is receiving a first-priority lien.
Section 4.5 Name, Jurisdiction, and Location. The exact legal name of the Company is Stewards, Inc. The Company’s jurisdiction of organization is the State of Nevada. The chief executive office and principal place of business of the Company is located at 4300 N. University Drive, Suite D105, Lauderhill, Florida 33351.
Section 4.6 No Conflicts. The execution and delivery of this Agreement and the performance of the obligations hereunder do not and will not (a) conflict with or result in a breach of any provision of the Company’s Articles of Incorporation or Bylaws, (b) conflict with or result in a breach of any agreement, instrument, or obligation to which the Company is a party or by which the Company or the Collateral is bound, except that the Existing Convertible Notes, the Existing Convertible Note Security Agreement, and the other Senior Liens remain outstanding and senior to the security interest granted hereby, or (c) result in the creation of any Lien on the Collateral other than the junior security interest granted hereby and Permitted Liens. The Company represents that the Existing Convertible Note documents permit the junior lien created by this Agreement, or that the Company has obtained any consent required under those documents to grant that junior lien. The Company does not represent that the Secured Party is receiving a first-priority lien, parity with any Senior Lien, or a lien that is free of the Existing Convertible Note Liens.
Section 4.7 No Existing Financing Statements. No financing statement covering any of the Collateral is currently on file in any public office other than financing statements in favor of the Company’s other secured lenders, financing statements relating to Permitted Liens, and any junior financing statement that may be filed in connection with this Agreement.
Section 4.8 Solvency. After giving effect to the transactions contemplated by the Note and this Agreement, the Company is solvent and able to pay its debts as they become due.
ARTICLE V COVENANTS
The Company covenants and agrees that, until all Obligations have been paid in full and this Agreement has been terminated:
Section 5.1 Existence and Good Standing. The Company shall preserve and maintain its corporate existence, rights, franchises, and good standing in the State of Nevada and in each other jurisdiction in which the character of its properties or the nature of its business requires such qualification.
Section 5.2 Name and Location Changes. The Company shall not change its name, jurisdiction of organization, or the location of its chief executive office without providing the Secured Party with at least thirty (30) days’ prior written notice and taking all actions reasonably requested by the Secured Party to maintain the perfection and priority of the junior security interest granted hereby.
Section 5.3 Liens. The Company shall keep the Collateral free and clear of all Liens other than Permitted Liens. This covenant does not restrict Senior Liens or other Permitted Liens, and does not require the Company to give the Secured Party a first-priority lien.
Section 5.4 Insurance. The Company shall maintain insurance with respect to the Collateral against loss or damage by fire, theft, and other risks customarily insured against by companies similarly situated, in such amounts and with such insurers as are customary, and shall cause the Secured Party to be named as an additional loss payee, junior to any loss-payee already required by a Senior Lien, as its interests may appear.
Section 5.5 Disposition of Collateral. The Company shall not sell, assign, transfer, lease, or otherwise dispose of any material portion of the Collateral without the prior written consent of the Secured Party, except for (a) sales of Inventory in the ordinary course of business, (b) dispositions of obsolete or worn-out Equipment in the ordinary course of business, (c) sales, contributions, or transfers of assets in the ordinary course of the Company’s private-credit and financing business, including merchant-cash-advance and revenue-based financing originations, syndications, and settlements, and (d) dispositions required by the documents governing Senior Liens.
Section 5.6 Further Assurances. The Company shall, at its sole expense, promptly execute, acknowledge, deliver, file, register, and record such further documents, financing statements, instruments, and agreements, and take such further actions, as the Secured Party may reasonably request from time to time to perfect, protect, maintain, preserve, or enforce the junior security interest granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies under this Agreement, provided that the Company shall not be required to grant a first-priority lien or to obtain a control agreement except as provided in Section 6.2.
Section 5.7 Inspection Rights. The Company shall permit the Secured Party and its representatives, upon reasonable prior notice and during normal business hours, to visit and inspect the Collateral and the Company’s books and records relating to the Collateral, and to discuss the Company’s affairs relating to the Collateral with its officers, not more than once per calendar quarter unless an Event of Default is continuing.
Section 5.8 Notice of Claims. The Company shall promptly notify the Secured Party of any material claim, action, or proceeding affecting the Collateral or the security interest granted hereby.
ARTICLE VI
PERFECTION OF SECURITY INTEREST
Section 6.1 Authorization to File Financing Statements. The Company hereby authorizes the Secured Party (or its counsel) at any time and from time to time to file in any relevant jurisdiction any initial financing statements, amendments, continuations, terminations, and other documents under the UCC that describe the Collateral and contain any information required by the UCC for the sufficiency or filing-office acceptance of any financing statement, including the Company’s type of organization and organizational identification number (if any). Any financing statement shall describe the Collateral in the same manner as Exhibit A, or as “all personal property of the debtor; junior to existing secured lenders.” The financing statement shall not state that the lien is first-priority.
Section 6.2 Control. The Company is not required to deliver deposit-account, securities-account, or letter- of-credit control agreements unless an Event of Default has occurred and is continuing. After an Event of Default, the Company shall, upon written request of the Secured Party, use commercially reasonable efforts to obtain control agreements in form reasonably satisfactory to the Secured Party, subject to any senior control rights of the Company’s other secured lenders. Any such control shall be junior to those senior control rights.
Section 6.3 Cooperation. The Company shall cooperate fully with the Secured Party in perfecting, maintaining, and protecting the junior security interest and priority granted hereby.
ARTICLE VII EVENTS OF DEFAULT
Section 7.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default under this Agreement:
(a)Any Event of Default under the Note shall have occurred and be continuing;
(b)Any representation or warranty made or deemed made by the Company in this Agreement shall prove to have been false or misleading in any material respect when made or deemed made;
(c)The Company shall fail to perform or observe any covenant, condition, or agreement contained in this Agreement and such failure shall continue unremedied for a period of fifteen (15) days after the earlier of (i) written notice thereof from the Secured Party or (ii) the Company obtaining knowledge of such failure; or
(d)Any Lien other than a Permitted Lien shall attach to any material portion of the Collateral and shall not be released or discharged within thirty (30) days.
ARTICLE VIII REMEDIES
Section 8.1 Rights and Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Secured Party may, without notice or demand (except as required by applicable law or by Section 2.5):
(a)declare all or any portion of the Obligations immediately due and payable;
(b)exercise any and all rights and remedies available to a secured party under the UCC or other applicable law, subject to the senior rights of holders of Senior Liens;
(c)take possession of the Collateral without judicial process;
(d)require the Company to assemble the Collateral and make it available to the Secured Party at a place reasonably convenient to the parties;
(e)sell, lease, license, or otherwise dispose of any or all of the Collateral at public or private sale, with or without having the Collateral present at the place of sale; and
(f)collect, receive, and apply any monies, accounts, or other proceeds of the Collateral.
Section 8.2 Notice of Sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give the Company at least ten (10) days’ prior written notice of the time and place of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made. Such notice shall be deemed commercially reasonable.
Section 8.3 No Obligation to Marshal. The Secured Party shall have no obligation to marshal any assets in favor of the Company or against or in payment of any of the Obligations, except as required to respect the priority of Senior Liens and other Permitted Liens.
Section 8.4 Cumulative Remedies. The rights and remedies of the Secured Party under this Agreement are cumulative and may be exercised concurrently or separately.
Section 8.5 No Priming of Senior Liens. The Secured Party shall not take any action that would prime, invalidate, or impair any Senior Lien.
ARTICLE IX
APPLICATION OF PROCEEDS
Section 9.1 Application of Proceeds. All proceeds received by the Secured Party from the collection, sale, or other disposition of the Collateral shall be applied in the following order of priority:
(a)First, to amounts required to be paid to holders of Senior Liens;
(b)Second, to the reasonable costs and expenses of the Secured Party of every kind incurred in connection with the collection, sale, or disposition, including reasonable attorneys’ fees and legal expenses;
(c)Third, to the Obligations in the order provided in the Note, or if the Note is silent, first to enforcement costs, then to the Lender Return, then to other amounts due, then to Principal; and
(d)Fourth, any surplus remaining after the indefeasible payment in full of all Obligations shall be paid to the Company or as a court of competent jurisdiction may direct.
ARTICLE X FULL RECOURSE
The liability of the Company for the Obligations shall not be limited to the Collateral. The Company shall have full personal liability for the Obligations beyond the value of the Collateral. No officer, director, employee, or shareholder of the Company is a guarantor by reason of this Agreement.
ARTICLE XI
COSTS OF COLLECTION AND INDEMNIFICATION
Section 11.1 Costs of Collection. The Company agrees to pay on demand all reasonable documented out- of-pocket attorneys’ fees, costs, and expenses incurred by the Secured Party in connection with the collection, enforcement, protection, or preservation of this Agreement, the Note, or any of the Obligations, including any fees and expenses incurred in any bankruptcy, insolvency, receivership, or other court proceeding.
Section 11.2 Indemnification. The Company shall indemnify, defend, and hold harmless the Secured Party and its officers, directors, employees, agents, and counsel from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to this Agreement or the security interest granted hereby, except to the extent resulting from the gross negligence or willful misconduct of the Secured Party.
ARTICLE XII MISCELLANEOUS
Section 12.1 Notices. All notices, requests, demands, and other communications under this Agreement shall be given in writing and delivered personally, by nationally recognized overnight courier, or by email with confirmation of receipt, and are effective upon receipt, as follows:
If to the Company:
Stewards, Inc.
4300 N. University Drive, Suite D-105 Lauderhill, FL 33351
Attn: Katy Murless
Email: kmurless@stewards.com
If to the Secured Party:
Accretiv Investment Holdings Inc. Attn: Martin Freeman
Email: martin@accretiv.com
Section 12.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.
Section 12.3 Waiver of Jury Trial. THE COMPANY AND THE SECURED PARTY HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 12.4 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument signed by the Company and the Secured Party. No amendment may convert the junior lien created by this Agreement into a first-priority lien without the prior written consent of the holders of the Senior Liens.
Section 12.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations under this Agreement without the prior written consent of the Secured Party. The Secured Party may assign this Agreement only together with an assignment of the Note, and only to the extent that assignment is permitted by the Note. Any assignee takes subject to the junior priority of this Agreement and to Section 2.5.
Section 12.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 12.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign or similar platforms) shall be deemed valid and binding for all purposes.
Section 12.8 Entire Agreement. This Agreement, together with the Note, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, except that this Agreement does not amend, replace, or prime the Existing Convertible Note Security Agreement or any other Senior Lien.
Section 12.9 Termination and Release. Upon the indefeasible payment in full of all Obligations, this Agreement shall automatically terminate, and the Secured Party shall, at the Company’s sole expense, promptly execute and deliver to the Company such documents and instruments as the Company may reasonably request to evidence the release of the security interest granted hereby, including UCC termination statements. Payment in full means payment of the outstanding Principal, the Lender Return, and any other amount then expressly payable under the Note and this Agreement.
Section 12.10 Survival. All representations, warranties, covenants, and agreements of the Company contained herein shall survive the execution and delivery of this Agreement and the funding of the Note.
Section 12.11 Junior Lien Only. The parties agree that this Agreement creates only a junior security interest behind the Company’s other secured lenders. If any provision of this Agreement is construed to grant or require a first-priority lien, that provision is reformed to grant or require only a junior lien, subject to the Senior Liens.
IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the date first written above.
COMPANY:
STEWARDS, INC.
a Nevada corporation
By: /s/ Shaun Quin
Name: Shaun Quin
Title: Chief Executive Officer
SECURED PARTY:
ACCRETIV INVESTMENT HOLDINGS INC.
a Georgia corporation
By: /s/ Martin Freeman
Name: Martin Freeman
Title: CEO
SCHEDULE I
Secured Party
Name Instrument Principal Priority Notices
Accretiv Investment Holdings Inc. Promissory Note dated September 2, 2026 $1,500,000.00 Junior to other secured lenders, including Existing Convertible Note Liens Attn: Martin Freeman; martin@accretive.com; [ADDRESS]
EXHIBIT A COLLATERAL
The Collateral consists of all of the following property of Stewards, Inc., whether now owned or hereafter acquired, and wherever located:
(a)all Accounts;
(b)all Chattel Paper (whether tangible or electronic);
(c)all Commercial Tort Claims;
(d)all Deposit Accounts;
(e)all Documents;
(f)all Equipment;
(g)all Fixtures (to the extent Article 9 of the Uniform Commercial Code as enacted in the State of Nevada applies thereto);
(h)all General Intangibles (including all payment intangibles, software, intellectual property, licenses, and customer lists);
(i)all Goods;
(j)all Instruments;
(k)all Inventory;
(l)all Investment Property (including all securities, security entitlements, securities accounts, commodity contracts, and commodity accounts);
(m)all Letter-of-Credit Rights;
(n)all Supporting Obligations;
(o)all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization
thereon;
(p)all Proceeds and products of any and all of the foregoing (including insurance proceeds and condemnation proceeds); and
(q)all accessions to, substitutions for, and replacements of any of the foregoing.
The security interest in the Collateral is junior to the Senior Liens and is not first-priority.
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