Form 8-K

8-K — Power REIT

Accession: 0001493152-26-049063

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0001532619

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): October 27,

2026

POWER

REIT

(Exact

name of registrant as specified in its charter)

Maryland

(State

or other jurisdiction of incorporation)

001-36312

(Commission

File Number)

45-3116572

(IRS

Employer Identification No.)

301

Winding Road

Old

Bethpage, NY

11804

(Address

of principal executive offices and Zip Code)

Registrant’s

telephone number, including area code: (212)

750-0371

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 (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common

NYSE

(American)

7.75%

Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share

PW.A

NYSE

(American)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

8.01 Other Events.

October 27, 2026, Power REIT (the “Trust”) convened its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

A quorum was present. The Trust had not received sufficient votes to approve Proposal 3, which requires the affirmative vote of a majority

of the Common Shares outstanding as of the record date of September 11, 2026. The chairman of the meeting therefore adjourned the Annual

Meeting, with respect to all proposals, to November 10, 2026 at 10:30 a.m. Eastern time at 477 Madison Avenue, New York, New York 10022.

The

record date for the Annual Meeting remains September 11, 2026. Proxies previously submitted will remain valid and will be voted at the

adjourned meeting unless revoked, and shareholders who have already voted need not vote again. No votes were taken on any proposal at

the October 27, 2026 session. If sufficient votes have not been received by the time of the adjourned meeting, the Annual Meeting may

be adjourned again. On October 28, 2026, the Trust issued a press release regarding the adjournment, a copy of which is attached as Exhibit

99.1 to this report and incorporated herein by reference.

Forward-Looking

Statements. This report contains forward-looking statements, including statements about the timing of the adjourned meeting and the

possibility of further adjournment. These statements are subject to risks and uncertainties that could cause actual results to differ

materially, including the risk that the Trust does not receive sufficient votes to approve Proposal 3 by the date of the adjourned meeting

or any later adjournment. Additional risks are described in the Trust’s proxy statement dated September 16, 2026, and in its Annual

Report on Form 10-K and other filings with the Securities and Exchange Commission. The Trust undertakes no obligation to update these

statements except as required by law.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press

Release dated October 28, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

POWER

REIT

Date: October 28, 2026

/s/

David H. Lesser

David

H. Lesser

Chairman

and Chief Executive Officer.

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Power

REIT Adjourns 2026 Annual Meeting to November 10, 2026 to Allow Additional Time for Shareholders to Vote on Proposal 3

Board

urges common shareholders to vote now on the Series A Preferred Stock amendment

OLD

BETHPAGE, N.Y., October 28, 2026 (Globe Newswire) – Power REIT (NYSE American: PW) announced that on October 27, 2026 it convened

its 2026 Annual Meeting of Shareholders and, because sufficient votes had not been received to approve Proposal 3, adjourned the meeting,

with respect to all proposals, to November 10, 2026 at 10:30 a.m. Eastern time at 477 Madison Avenue, New York, New York 10022. The adjournment

allows shareholders additional time to vote.

The

vote required. Approval of Proposal 3 requires the affirmative vote of a majority of all Common Shares outstanding on the September

11, 2026 record date. Because the required vote is measured against all outstanding shares, a share that is not voted has the same effect

as a vote against the proposal.

Independent

support. Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, has recommended that shareholders vote

FOR Proposal 3. ISS concluded that approval would give the Board added flexibility to resolve the Series A Preferred Stock overhang while

the Trust remains listed on the NYSE American and registered under the Exchange Act.

What

is at stake. As the proxy statement explains, the Series A Preferred Stock presents a capital structure issue that the Board cannot

resolve without the approval of the holders of the Series A Preferred Stock, and Proposal 3 is intended to allow that approval to be

sought without a further vote of the common shareholders. If the Trust cannot address the Series A Preferred Stock overhang, the Board

has disclosed that a delisting from the NYSE American and deregistration under the Exchange Act become likely. Delisting and deregistration

would end exchange trading of the Common Shares, would reduce liquidity and the public reporting available to shareholders, and, as described

in the proxy statement, would trigger the conversion rights of the holders of the Series A Preferred Stock. We cannot assure shareholders

that approval of Proposal 3 will avoid these outcomes.

steps. The record date of September 11, 2026 will not change. Proxies already submitted remain valid and will be voted at the adjourned

meeting unless revoked, and shareholders who have already voted need not take any further action. The Board of Trustees recommends that

shareholders vote FOR Proposal 3. The Trust needs shareholders’ votes now to avoid a further adjournment while it works to secure

this important vote. If sufficient votes have not been received by the time of the adjourned meeting, the Board may adjourn the meeting

again, as described in the proxy statement. Each additional adjournment and round of solicitation adds to the expense the Trust bears

on behalf of all shareholders, so a prompt vote helps avoid that.

How

to vote. Shareholders may vote by internet at www.proxyvote.com, by telephone at 1-800-690-6903, or by returning the white proxy

card or voting instruction form they received. Shareholders who hold shares through a bank or broker should note that their broker cannot

vote on Proposal 3 without their instructions. Shareholders who have voted previously may change their vote at any time before the polls

close. Shareholders who oppose Proposal 3, or who have questions or concerns about it or need assistance voting, are encouraged to contact

Power REIT at 212-750-0371 or ir@pwreit.com, or the Trust’s proxy solicitor, Sodali & Co., at (203) 658-9400 or PW@investor.sodali.com,

so that the Trust can understand and address their concerns.

About

Power REIT. Power REIT (NYSE American: PW) is a specialized real-estate investment trust (REIT) focused on sustainable real estate. Power

REIT is currently diversified into 4 industries: Controlled Environment Agriculture (Greenhouses), Solar Farm Land,Transportation (Railroad)

and single family rental homes.

Forward-Looking

Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Securities Exchange Act of 1934. These statements include statements about the timing of the adjourned meeting

and the possibility of further adjournment of the 2026 Annual Meeting of Shareholders, the vote required to approve Proposal 3, the Trust’s

capital structure and the Series A Preferred Stock, the Trust’s ability to maintain its listing on the NYSE American and its registration

under the Exchange Act, and the Trust’s ability to raise capital. Words such as “intends,” “expects,” “believes,”

“may,” “would,” “could” and similar expressions identify forward-looking statements. These statements

reflect the Trust’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.

Those risks include the risk that Proposal 3 is not approved, that the Trust does not receive sufficient votes in favor of Proposal 3

by the date of the adjourned meeting or any later adjournment, that the Trust is unable to resolve the Series A Preferred Stock overhang,

that the Trust’s Common Shares are delisted from the NYSE American or deregistered under the Exchange Act, and that any resolution

of the Trust’s capital structure results in dilution to holders of Common Shares or does not achieve the Board’s objectives.

Additional risks are described in the Trust’s proxy statement dated September 16, 2026, and in its Annual Report on Form 10-K and

other filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release,

and the Trust undertakes no obligation to update them except as required by law.

Additional

Information. The Trust has filed a definitive proxy statement and a white proxy card with the SEC in connection with the 2026 Annual

Meeting of Shareholders. Shareholders are urged to read the proxy statement and any other relevant documents carefully, because they

contain important information. Shareholders may obtain these documents free of charge from the SEC’s website at www.sec.gov and

from the Trust’s website. Information about the Trust’s trustees and executive officers and their interests in the solicitation

is contained in the proxy statement.

Contact:

David H. Lesser, Chairman and Chief Executive Officer, Power REIT, 212-750-0371, ir@pwreit.com

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