SCHEDULE: Power REIT: Investors Sue Over Governance, Buy More Preferred Stock

A group of investors has initiated litigation against Power REIT to compel a special meeting for preferred stock trustee elections, citing governance concerns, while simultaneously increasing their holdings of Series A Preferred Stock.

Summary

• Reporting persons, including Bradley & Daytona Railway and Land Co. LLC and Alexander Kachmar, have filed an amendment to their Schedule 13D, detailing their beneficial ownership of Power REIT's Series A Cumulative Redeemable Perpetual Preferred Stock.
• As of October 28, 2026, the reporting persons collectively may be deemed to beneficially own 40,487 shares of Series A Preferred Stock, representing approximately 12.0% of the outstanding Series A Preferred Stock.
• This percentage is based on 336,944 shares outstanding as of June 30, 2026, as reported by Power REIT in its Q2 2026 10-Q filing.
• On October 28, 2026, the reporting persons commenced litigation against Power REIT in the Circuit Court for Baltimore County, Maryland.
• The lawsuit aims to compel the Issuer to call, notice, and hold a special meeting of Series A Preferred Stockholders to elect two additional trustees.
• The reporting persons' nominees for these trustee positions are Alexander Kachmar and David Cacciapaglia.
• The litigation follows previous demands made on May 26, 2026, and October 16, 2026, by the reporting persons, who hold over 10% of the Series A Preferred Stock.
• Concerns are raised regarding the Board's discharge of responsibilities due to the failure to set a record or meeting date for the preferred stockholders' election rights.
• Institutional Shareholder Services (ISS) had previously recommended withholding votes for several board members due to governance concerns.
• Transactions in Series A Preferred Stock by Bradley & Daytona and Alexander Kachmar between October 8, 2026, and October 19, 2026, involved the purchase of a total of 463 shares at average prices ranging from $6.70 to $6.99 per share.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the initiation of litigation and ongoing governance concerns, despite the reporting persons' continued share accumulation.

Positives

• Reporting persons continue to accumulate Series A Preferred Stock, demonstrating confidence in the security.
• Bradley & Daytona and Alexander Kachmar purchased an additional 463 shares of Series A Preferred Stock between October 8 and October 19, 2026.
• The reporting persons collectively hold 12.0% of the outstanding Series A Preferred Stock, indicating significant influence.

Negatives

• Litigation has been commenced by the reporting persons against Power REIT to compel a special meeting for preferred stock trustee elections.
• The lawsuit alleges failure by the Issuer to honor contractual governance rights of Series A Preferred Stockholders.
• Concerns regarding the Board's governance practices are highlighted, referencing a previous ISS recommendation to withhold votes for certain directors.
• The reporting persons believe the Issuer's failure to set a record or meeting date for preferred stockholder elections raises serious governance questions.

Risks

• Continued inaction by the Board regarding preferred stockholder election rights could lead to further legal challenges and governance disputes.
• The ongoing governance concerns, as noted by ISS, may continue to impact investor sentiment and board effectiveness.
• Potential for protracted legal proceedings could distract management and incur significant costs for the company.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. However, the initiation of litigation suggests a potential for continued legal and governance-related activities.

Management Comments

• The Reporting Persons believe that the Trust's failure to set a record date or meeting date for the exercise of the Series A Preferred Stockholders' election rights under Section 8(a) raises serious questions concerning the Board's discharge of its responsibilities under the Trust's governing documents.
• This failure to honor the preferred stockholders' contractual governance rights is further indicative of the broader governance concerns surrounding Power REIT, which were reflected in Institutional Shareholder Services (ISS), the leading independent proxy advisory firm, recommending that shareholders WITHHOLD their votes for David H. Lesser, Dionisio D'Aguilar, Patrick R. Haynes III, and William S. Susman, citing continued concerns regarding the Board's governance practices.
• The Reporting Persons urge the independent trustees to exercise their independent judgment and take prompt action to ensure that the Trust honors the rights afforded to Series A Preferred Stockholders under the Articles Supplementary.
• Continued inaction is not a neutral posture.

Industry Context

StockSavvy.ai notes that this filing highlights a common area of friction in corporate governance, particularly with preferred stock, where specific contractual rights can lead to disputes if not honored by the board. The involvement of a proxy advisory firm like ISS underscores the significance of these governance issues within the broader investment community.

Corporate Governance

Legal Proceedings

• On October 28, 2026, the Reporting Persons commenced litigation against the Issuer in the Circuit Court for Baltimore County, Maryland, to compel the Issuer to call, notice and hold a special meeting of holders of the Series A Preferred Stock to elect two additional trustees pursuant to Section 8(a) of the Articles Supplementary.

Stakeholder Impact

• Shareholders: Potential for improved governance if the litigation is successful, but also risk of prolonged disputes and uncertainty.
• Preferred Stockholders: Directly impacted by the alleged failure to honor their voting rights and the ongoing governance dispute.
• Board of Directors: Facing increased scrutiny and potential challenges to their oversight and decision-making processes.
• Management: May face distractions from operational duties due to ongoing litigation and governance challenges.

Next Steps

• The reporting persons have commenced litigation to compel the Issuer to call a special meeting of Series A Preferred Stockholders.
• The outcome of the litigation will determine if a special meeting is held to elect additional trustees.
• Further amendments to Schedule 13D may be filed depending on the progress of the litigation and any related corporate actions.

Key Dates

Recommendation

The ongoing litigation and governance concerns present significant risks, warranting a cautious approach. However, the continued accumulation of preferred stock by the reporting persons suggests underlying value or a belief in potential resolution. A 'hold' recommendation balances these factors, pending further clarity on the litigation's outcome and the company's governance improvements.

Keywords

Power REIT, Series A Preferred Stock, Schedule 13D, Litigation, Corporate Governance, Preferred Stockholders, Trustee Election, Beneficial Ownership