SCHEDULE: Power REIT Preferred Stockholders Demand Trustee Election

Holders of Power REIT's Series A Preferred Stock have issued a second demand for a special meeting to elect two trustees, citing unmet dividend obligations and a lack of response from the company.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Power REIT's Series A Cumulative Redeemable Perpetual Preferred Stock.
• The reporting persons collectively beneficially own 38,717 shares of Series A Preferred Stock, representing approximately 11.5% of the outstanding shares as of March 31, 2026.
• Bradley & Daytona Railway and Land Co. LLC and Alexander Kachmar directly own 25,406 shares.
• D & C Cacciapaglia Living Trust and David Cacciapaglia Family Trust beneficially own 13,311 shares, indirectly owned by David Cacciapaglia.
• The reporting persons have shared voting power over the 38,717 shares concerning specific matters outlined in previous filings.
• Transactions in Series A Preferred Stock by Bradley & Daytona and Alexander Kachmar between May 26, 2026, and June 15, 2026, are detailed in Exhibit 99.A.
• A joint filing agreement is in place among the reporting persons.
• A second notification demands that Power REIT call a special meeting of preferred stockholders to elect two trustees, as per Section 8(a) of the Articles Supplementary, due to over six quarters of unpaid dividends.
• The demand reiterates the nomination of Alexander Kachmar and David Cacciapaglia as trustee candidates.
• The Requesting Holders require a written response establishing a record date for the election by June 19, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the ongoing dividend defaults and the lack of response from management, indicating potential governance issues and financial strain.

Positives

• The reporting persons are actively exercising their rights as preferred stockholders to ensure representation on the Board of Trustees.
• The demand for a special meeting is a mechanism to address the company's failure to pay dividends, potentially leading to improved corporate governance.
• The reporting persons have provided trustee nominations, indicating a readiness to contribute to the company's oversight.

Negatives

• Power REIT has failed to pay dividends on its Series A Preferred Stock for more than six quarterly periods.
• The company has not provided a substantive response or timetable regarding the demand for a special meeting to elect trustees.
• The reporting persons reserve all rights and remedies if the company fails to comply with the demand.

Risks

• The ongoing failure to pay preferred stock dividends poses a financial risk to preferred stockholders and indicates potential financial distress for Power REIT.
• The lack of response from Power REIT's management to the demand for a special meeting could lead to further legal action or governance disputes.
• The potential for enforcement of voting rights and other remedies by the Requesting Holders could create uncertainty for the company and its other stakeholders.

Future Outlook

The future outlook is contingent on Power REIT's response to the demand for a special meeting. Failure to comply could lead to further actions by the preferred stockholders to enforce their rights, potentially impacting the company's governance and operations. The reporting persons are prepared to work cooperatively but reserve all legal remedies.

Management Comments

• The Requesting Holders hereby reiterate our demand that the Trust promptly: 1. Establish and publicly disclose a record date and meeting date for the preferred stockholder special meeting required by Section 8(a); 2. Provide a timetable for the distribution of notices, solicitation materials, and other election-related communications; 3. Confirm the procedures applicable to the nomination and election of the two preferred stockholder trustee nominees, Alexander Kachmar and David Cacciapaglia; and 4. Provide updated confirmation of the number of outstanding shares of Series A Preferred Stock entitled to vote.
• The Requesting Holders remain prepared to work cooperatively with the Trust to facilitate an orderly and efficient election process.
• However, we reserve all rights, claims, causes of action, and remedies available under the Articles Supplementary, the Trust's governing documents, applicable state and federal law, and principles of equity, including rights relating to enforcement of the voting rights granted to holders of the Series A Preferred Stock.

Industry Context

StockSavvy.ai notes that this filing highlights a common scenario in preferred stock investments where dividend arrearages trigger specific governance rights. The demand for trustee elections is a mechanism for preferred shareholders to exert influence when their contractual rights, particularly dividend payments, are not met, reflecting a broader trend of shareholder activism in situations of perceived corporate mismanagement or financial distress.

Comparison to Industry Standards

• The failure to pay preferred dividends for over six quarters is a significant deviation from industry standards, where timely dividend payments are a fundamental expectation for preferred stock.
• Companies typically aim to resolve dividend arrearages promptly to maintain investor confidence and avoid triggering adverse governance provisions, unlike the situation described for Power REIT.
• The process of demanding a special meeting for trustee elections is a standard, albeit often contentious, procedure available to large blocks of shareholders when corporate actions are deemed unsatisfactory, as outlined in the company's own Articles Supplementary.

Corporate Governance

Legal Proceedings

• The Requesting Holders reserve all rights, claims, causes of action, and remedies available under the Articles Supplementary, governing documents, and applicable law, indicating a potential for future legal action if demands are not met.

Stakeholder Impact

• Shareholders: Preferred stockholders are directly impacted by the dividend defaults and are actively seeking to exercise their governance rights. Common stockholders may face increased uncertainty and potential dilution if capital is raised or governance changes occur.
• Creditors: Continued financial distress or governance disputes could impact the company's ability to service its debt obligations.
• Management/Board: The demand for trustee elections puts pressure on the current Board and management to address dividend issues and comply with governance requirements.

Next Steps

• Power REIT is expected to respond by June 19, 2026, with a record date for the preferred stockholder special meeting.
• If Power REIT fails to comply, the Requesting Holders may pursue further legal remedies to enforce their voting rights and other claims.
• The election of two trustees to the Board of Trustees is contingent on the company calling and holding the special meeting.

Key Dates

Recommendation

The filing indicates significant governance concerns due to unpaid preferred dividends and a lack of response from management to shareholder demands. While preferred shareholders are actively seeking to exercise their rights, the situation suggests underlying financial or operational issues at Power REIT. A 'hold' recommendation is appropriate pending clarity on the trustee election process and the company's ability to resolve dividend arrears, which could significantly impact the value of both preferred and common stock.

Keywords

Power REIT, Schedule 13D, Series A Preferred Stock, Preferred Stockholders, Trustee Election, Dividend Arrears, Corporate Governance, Beneficial Ownership, SEC Filing, Alexander Kachmar, Bradley & Daytona Railway and Land Co. LLC