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 ~~March~~June 3130, 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 ~~May~~August 141, 2025.

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION		3
Item 1 – Financial Statements (Unaudited)		3
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3
	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	4
	Consolidated Statements of Changes in Shareholders’ Equity for the quarter ended March 31, 2025 and 2024	5
	Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6
	Consolidated Statements of Cash Flows for the six months ended June 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		2728
Item 4 – Controls and Procedures		2728
PART II – OTHER INFORMATION		2829
	Item 1 – Legal Proceedings	2829
	Item 1A – Risk Factors	29
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3132
	Item 3 – Defaults Upon Senior Securities	3132
	Item 4 – Mine Safety Disclosures	3132
	Item 5 – Other Information	3132
	Item 6 – Exhibits	3233
SIGNATURE		3334

POWER REIT AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
ASSETS
Land	$	4,~~470~~762,~~000~~546		$	4,~~470~~751,~~000~~010
Greenhouse cultivation and processing facilities, net of accumulated depreciation		1,157,376			1,189,195
Net investment in direct financing lease - railroad		9,150,000			9,150,000
Total real estate assets		1315,~~620~~069,~~000~~922			1315,~~620~~090,~~000~~205
Cash and cash equivalents		21,~~019~~481,~~501~~349			2,194,502
Restricted cash		~~13,710~~-			37,084
Prepaid expenses and deposits		~~187~~260,~~269~~147			207,177
Intangible lease asset, net of accumulated amortization		2,~~220~~163,~~061~~189			2,276,933
Deferred rent receivable		~~288~~489,~~472~~251			338,106
Mortgage loan receivables		1,~~557~~632,~~000~~198			1,602,000
Assets held for sale		256,~~431~~442,~~640~~521			2524,~~817~~335,~~005~~236
Other assets		~~262~~343,~~597~~059			921,~~831~~395
TOTAL ASSETS	$	4527,~~600~~881,~~250~~636		$	46,102,638
LIABILITIES AND EQUITY
Accounts payable	$	~~242~~215,~~956~~365		$	173,700
Accrued expenses		41135,~~811~~574			95166,~~699~~320
Liabilities held for sale		1,544,941			1,670,098
Other liabilities		7,251			-
Current portion of long-term debt, net of unamortized discount		18,398,480			17,445,220
Liabilities held for sale		1,184,580			1,599,477
Long-term debt, net of unamortized discount		19,889,083			19,965,043
Current portion of long-term debt, net of unamortized discount		738,105			17,445,220
TOTAL LIABILITIES		40,117,271			39,349,760
Long-term debt, net of unamortized discount		19,653,658			19,965,043
TOTAL LIABILITIES		21,934,533			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 March 31, 2025 and December 31, 2024)		8,489,952			8,489,952
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 shares issued and outstanding as of June 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 March 31, 2025 and December 31, 2024)		3,389			3,389
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of June 30, 2025 and December 31, 2024)		3,389			3,389
Additional paid-in capital		48,~~091~~234,~~413~~624			47,948,200
Accumulated deficit		(5150,~~101~~780,~~775~~862	)		(49,688,663	)
Total Equity		5,~~482~~947,~~979~~103			6,752,878
TOTAL LIABILITIES AND EQUITY	$	4527,~~600~~881,~~250~~636		$	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 March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
REVENUE
Lease income from direct financing lease – railroad	$	228,750		$	228,750		$	457,500		$	457,500
Rental income		~~210~~236,~~779~~139			~~260~~229,~~639~~779			446,918			490,418
Other income		4641,~~265~~894			4560,~~223~~820			88,159			106,043
TOTAL REVENUE		~~485~~506,~~794~~783			~~534~~519,~~612~~349			992,577			1,053,961
EXPENSES
Amortization of intangible assets		56,872			56,872			113,744			113,744
General and administrative		~~326~~341,~~928~~373			~~453~~359,~~653~~474			668,301			813,127
Property expenses		~~419~~109,~~415~~185			~~384~~378,~~895~~850			528,600			763,745
Property taxes		65141,~~011~~017			5792,~~668~~284			206,028			149,952
Depreciation expense		220,~~702~~283			~~488~~183,~~197~~410			22,985			671,607
Impairment expense		-13,600			~~549~~17,~~557~~449,424			13,600			17,998,981
Interest expense		~~998~~571,~~908~~769			1,~~015~~144,~~162~~204			1,570,677			2,159,366
TOTAL EXPENSES		1,~~869~~254,~~836~~099			319,~~006~~664,~~004~~518			3,123,935			22,670,522
OTHER INCOME (EXPENSE)
Gain on sale of properties		-			394,394
Gain (Loss) on sale of properties		(7,628	)		-			(7,628	)		394,394
Unrealized loss on marketable securities		(29,070	)		-
Gain on extinguishment of debt		1,092,670			-			1,092,670			-
TOTAL OTHER INCOME (EXPENSE)		(29,070	)		394,394
Unrealized loss on marketable securities		(16,813	)		-			(45,883	)		-
NET LOSS		(1,413,112	)		(2,076,998	)
TOTAL OTHER INCOME		1,068,229			-			1,039,159			394,394
Preferred Stock Dividends		(163,207	)		(163,207	)
NET INCOME (LOSS)		320,913			(19,145,169	)		(1,092,199	)		(21,222,167	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,576,319	)	$	(2,240,205	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(326,414	)		(326,414	)
Loss Per Common Share:
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	157,706		$	(19,308,376	)	$	(1,418,613	)	$	(21,548,581	)
Basic	$	(0.47	)	$	(0.66	)
Income (Loss) Per Common Share:
Diluted		(0.47	)		(0.66	)
Basic	$	0.05		$	(5.70	)	$	(0.42	)	$	(6.36	)
Weighted Average Number of Shares Outstanding:
Diluted		0.05			(5.70	)		(0.42	)		(6.36	)
Basic		3,389,661			3,389,661
Weighted Average Number of Shares Outstanding:
Diluted		3,389,661			3,389,661
Basic		3,389,661			3,389,661			3,389,661			3,389,661
Cash dividend per Series A Preferred Share:	$	-		$	-
Diluted		3,389,661			3,389,661			3,389,661			3,389,661
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48
Cash dividend per Series A Preferred Share:	$	-		$	-		$	-		$	-
Accumulated undeclared dividend per Series A Preferred Shares:		0.48			0.48			0.97			0.97

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 ~~Quarters~~Three and Six Months Ended ~~March~~June 3130, 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
Share-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
Share-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
Balance at December 31, 2023		336,944	$	8,489,952		3,389,661	$	3,389	$	47,254,625	$	(24,977,922	)	$	30,770,044
Balance		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
Share-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
Balance		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	)
Net Income Loss		-		-		-		-		-		(19,145,169	)		(19,145,169	)
Share-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

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 Three Months ended March 31,
	For the Six Months ended June 30,
	2025			2024
Operating activities
Net loss	$	(1,~~413~~092,~~112~~199	)	$	(221,~~076~~222,~~998~~167	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible lease asset		56113,~~872~~744			56113,~~872~~744
Amortization of debt costs		715,~~847~~695			715,~~877~~696
Stock-based compensation		143,213			216,475
Share-based compensation		286,424			407,151
Impairment expense		-13,600			~~549~~17,~~557~~998,981
Depreciation		222,~~702~~985			~~488~~671,~~197~~607
Change in value of marketable securities		2945,~~069~~883			-
Gain on sale of properties		-			(394,394	)
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		49(151,~~634~~145	)		(~~101~~54,~~571~~402	)
Prepaid expenses and deposits		~~218~~346,~~792~~808			(~~304~~514,~~813~~007	)
Other assets		(~~129~~170,~~094~~293	)		-
Other liabilities		(~~118~~295,~~289~~447	)		~~159~~79,~~400~~700
Accounts payable		4837,~~806~~784			1630,~~246~~867
Accrued expenses		~~666~~1,~~912~~228,966			~~766~~1,~~041~~956,572
Prepaid rent		-5,100			~~214~~(33,~~948~~000	)
Net cash used in operating activities		(~~436~~677,~~648~~137	)		(~~402~~943,~~163~~652	)
Investing activities
Cash received for sale of properties		~~200~~132,~~000~~274			715,642
Investment in marketable securities		(~~152~~197,~~740~~254	)		-
Cash received for mortgage loan receivables		4574,~~000~~802			80155,000
Net cash provided by investing activities		929,~~260~~822			~~795~~870,642
Financing Activities
Principal payment on long-term debt		(271,899	)		(76,575	)
Proceeds received from debt		459,919			-
Proceeds received from debt		417,912			-
Principal payment on long-term debt		(542,841	)		(1,096,246	)
Net cash provided by (used in) financing activities		146,013			(76,575	)
Net cash used in financing activities		(82,922	)		(1,096,246	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(198,375	)		316,904
Net decrease in cash and cash equivalents and restricted cash		(750,237	)		(1,169,256	)
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	$	21,~~033~~481,~~211~~349		$	42,~~421~~935,~~788~~628
Supplemental disclosure of cash flow information:
Interest paid	$	~~242~~479,~~555~~716		$	~~350~~519,~~594~~601
Non-cash transactions
Accrued interest transferred to loan		723,440			-
Land and greenhouse properties transferred in lieu of debt repayment		17,082,500			-
Mortgage loan receivables entered into in connection with sale of properties		-105,000			1,250,000
Accrued interest and loan expenses transferred to loan		1,070,468			2,181,876
Equipment written off against financing liabilities		53,756			-

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

Notes to Unaudited Consolidated Financial Statements

1 – GENERAL INFORMATION

Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, ~~“we”, “us”,~~ 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 twenty-four 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 ~~March~~June 3130, 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 ~~237~~82 acres of land with approximately 2357,~~053,~~000 square feet of ~~existing or under construction~~ CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).

During the ~~three~~six months ended ~~March~~June 3130, 2025, the Trust did not declare a quarterly dividend of approximately $~~163~~326,000 ($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 ~~January 31~~9, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE ~~JAB~~MF 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 1813 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 $~~200~~125,000 and the ~~net~~subsidiary ~~proceeds~~of ~~were~~the ~~used~~Trust toprovided ~~pay~~$105,000 of ~~down~~seller afinancing ~~loan~~which ~~secured~~amortizes byover ~~the~~a ~~Trust’s~~60-month ~~Greenhouse~~period ~~Portfolio~~at ~~(“the~~an ~~Greenhouse Loan”)~~interest ~~and~~rate ~~pay~~of ~~other~~11% per ~~accrued expenses related to the property~~annum. There was noa ~~gain/~~nominal loss on sale ~~recognized~~based on previous impairments.

On January 2431, 2025 ~~the~~a ~~Trust~~wholly ~~entered~~owned ~~into~~subsidiary aof ~~sales~~Power ~~agreement (the “Sales Agreement”)~~REIT, ~~with~~PW ~~A.G.P./Alliance~~CO ~~Global~~CanRE ~~Partners~~JAB ~~pursuant~~LLC, tosold ~~which~~one itof ~~may,~~its ~~from~~interests ~~time~~in toa ~~time,~~cannabis ~~issue~~related ~~and sell~~greenhouse ~~its~~cultivation ~~Common~~property ~~Shares,~~located ~~however~~in Ordway, ~~the~~Colorado. ~~Sales~~The ~~Agent~~property iswas ~~not~~described ~~obligated~~in toprior ~~sell~~filings ~~any~~as ~~shares~~Tam of18 ~~Common Stock~~ and ~~there~~was ~~are~~vacant. ~~limits~~The onpurchaser was ~~the~~an ~~dollar~~unaffiliated ~~amount of~~third ~~shares~~party ofand ~~common~~the ~~stock~~price itwas ~~can~~established ~~sell~~based ~~pursuant~~on toan ~~the~~arm’s ~~Sales~~length ~~Agreement~~negotiation. InThe ~~addition~~sale price was $200,000 and the ~~Trust’s~~net ~~ability~~proceeds towere ~~raise~~used ~~capital~~to ~~through~~pay ~~the~~down ~~sale~~a ofloan ~~securities may~~previously besecured ~~limited~~ by the ~~rules~~Trust’s ofGreenhouse ~~the~~Portfolio ~~SEC and NYSE American LLC~~ (“~~NYSE~~the ~~American~~Greenhouse Loan”) ~~that place limits on the number~~ and ~~dollar amount~~pay ofother ~~securities~~accrued ~~that~~expenses ~~may~~related beto ~~sold~~the property. There ~~can~~was be no ~~assurances~~gain/loss ~~that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered~~ on ~~its~~sale ~~registration~~recognized ~~statement~~based on ~~Form~~previous ~~S-3 will be limited until such time the market value of its voting securities held by non-affiliates is $75 million or more~~impairments.

On January 24, 2025 the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which it may, from time to time, issue and sell its common shares, however, the Sales Agent is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more.

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, 2023, the last tax return completed to date, the Trust has a net operating loss of $30.8 million, which may reduce or eliminate this requirement.

AsThe Greenhouse ~~previously~~Loan ~~disclosed,~~was secured by most of the Greenhouse Portfolio. The Greenhouse Loan ~~has~~was ~~been~~non-recourse to the Trust and in default, and the lender ~~thereunder~~had ~~filed~~initiated litigation ~~and~~including foreclosure actions. ~~The~~On ~~Trust~~April ~~previously entered~~11, ~~into~~2025, ~~forbearance~~Power ~~agreements~~REIT resolved issues with ~~the~~its lender concerning ~~that~~the ~~expired~~Greenhouse onLoan ~~January~~by ~~31,~~providing ~~2025~~deeds-in-lieu of foreclosure for Greenhouse Portfolio properties in Michigan and Nebraska. ~~The~~In ~~loan~~return, ~~was~~the ~~non-recourse~~lender released the remaining collateral back to subsidiaries of Power REIT ~~but~~and released obligations ~~secured~~related byto the Greenhouse ~~Portfolio~~Loan. ~~(except~~Power ~~for~~REIT ~~the~~will ~~property~~continue into ~~Oklahoma).~~seek ~~The~~to ~~Greenhouse~~realize ~~Portfolio~~value ~~has~~from ~~been~~these ~~marketed~~retained ~~for~~assets ~~sale~~by ~~but,~~leasing and/or ~~unfortunately,~~selling. The transaction related to the ~~market~~Greenhouse ~~for~~Loan ~~these~~resulted ~~special~~in ~~purpose~~the ~~assets~~write-off ~~has~~of ~~been~~the ~~weak~~Nebraska and Michigan properties in the amount ~~Trust~~of ~~has~~approximately ~~not~~$16,904,000, ~~been~~which ~~able~~includes tothe ~~generate~~write ~~enough~~off ~~sales~~of toaccrued property tax of approximately $179,000, along ~~satisfy~~with the ~~obligations~~remaining tobalance of the ~~lender.~~Greenhouse ~~Effective~~Loan ~~April~~in ~~11,~~the ~~2025~~amount of approximately $17,997,000. ~~the~~The ~~Trust~~transaction ~~entered~~also ~~into~~relieves athe ongoing ~~settlement~~costs ~~agreement~~associated with maintaining the ~~lender~~Nebraska ~~with respect~~and toMichigan properties. As a result of settling the Greenhouse Loan. obligations ~~For~~through ~~more~~a ~~information,~~deed-in-lieu ~~see~~of ~~“Note 12—Subsequent~~foreclosure ~~Events~~for the Nebraska and Michigan properties,” ~~below~~the ~~for~~Trust ~~further~~recognized a non-cash gain of ~~information~~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 ~~represents~~ represented funds held by the Trust related to debt service payment ~~reserve~~reserves required by the lender ~~for the loan secured by the greenhouse properties and the balance~~ of the ~~controlled~~Greenhouse ~~cash~~Loan ~~account~~but tosince ~~pay~~that ~~for~~obligation ~~collateralized~~was ~~property~~satisfied ~~related~~in ~~expenses.~~April, ~~See~~2025, ~~Note 6 for further discussion of~~ the ~~debt service payment reserve requirement. The following table provides a reconciliation of the Trust’s cash and cash equivalents and~~ restricted cash ~~that~~as ~~sums to the total~~ of ~~those~~June ~~amounts~~30, at2025 ~~the end of the periods presented on the Trust’s accompanying Consolidated~~is ~~Statements of Cash Flow:~~$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:

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	21,~~019~~481,~~501~~349	$	2,194,502
Restricted cash		~~13,710~~-		37,084
Cash and cash equivalents and restricted cash	$	21,~~033~~481,~~211~~349	$	2,231,586

~~Share~~ 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 ~~Directors~~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. ~~Stock~~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 accounting principles generally accepted in the United States (“GAAP”).

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 ~~stockholders~~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 ~~March~~June 3130, 2025 and December 31, 2024 the total number of common stock equivalents was 192,778 and composed of stock options.

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

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

	2025			2024			2025			2024
	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Numerator:
Net loss	$	(1,413,112	)	$	(2,076,998	)
Net income (loss)	$	320,913		$	(19,145,169	)	$	(1,092,199	)	$	(21,222,167	)
Preferred Stock Dividends		(163,207	)		(163,207	)		(326,414	)		(326,414	)
Numerator for basic and diluted EPS - loss available to common shareholders	$	(1,576,319	)	$	(2,240,205	)
Numerator for basic and diluted EPS - income (loss) available to common shareholders	$	157,706		$	(19,308,376	)	$	(1,418,613	)	$	(21,548,581	)
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 loss per common share	$	(0.47	)	$	(0.66	)
Basic and diluted income (loss) per common share	$	0.05		$	(5.70	)	$	(0.42	)	$	(6.36	)

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 ~~three~~six months ended ~~March~~June 3130, 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.

● 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~~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 June 30, 2025 and 72024, ~~years~~approximately ~~for~~$20,000 and ~~the~~$183,000 depreciation ~~tractor.~~expense ~~For~~was ~~each~~recorded, ofrespectively. For the ~~three~~ six months ended ~~March~~June 3130, 2025 and 2024, approximately $223,~~702~~ 000 and $~~488~~672,000 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 ~~March~~June 3130, 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.

10While 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 June 30, 2025 and 2024, an impairment charge was expensed in the amount of approximately $14,000 and $17,449,000, respectively. During the six months ended June 30, 2025 and 2024, an impairment charge was expensed in the amount of approximately $14,000 and $17,999,000, respectively, of which approximately $13,209,000 was for the Michigan and Nebraska properties that are no longer owned by the Trust.

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 March 31, 2025 and 2024, an impairment charge was expensed in the amount of approximately $0 and $550,000, respectively, all for assets held for sale.

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 six months ended ~~March~~June 3130, 2025 and 2024, the Trust did not write off any straight-line rent receivable against rental income. ~~These tenants’ rent payments will be recorded as rental revenue on a cash basis.~~ 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~~ 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				Six Months Ended
	March 31,
	June 30,				June 30,
	2025		2024		2025		2024
Straight-Line Rent	$	200,779	$	200,779	$	401,558	$	401,558
Cash Basis Rent		1035,~~000~~360		5929,~~860~~000		45,360		88,860
Rental income	$	~~210~~236,~~779~~139	$	~~260~~229,~~639~~779	$	446,918	$	490,418

Deferred rent receivable as of ~~March~~June 3130, 2025 and December 31, 2024 is approximately $~~288~~489,000 and $338,000, respectively.

Intangibles

A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) ~~have~~has been allocated on ~~The~~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 ~~March~~June 3130, 2025 and 2024, approximately $5657,~~900~~000 of the intangibles was amortized. For each of the six months ended June 30, 2025 and 2024, approximately $114,000 of the intangibles was amortized.

11Intangible 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 six months ended June 30, 2025 and 2024.

~~Intangible assets are evaluated whenever events or~~The ~~circumstances~~following ~~indicate~~table ~~the~~provides ~~carrying~~a ~~value~~summary of ~~these assets may not be recoverable. There were no impairment charges recorded for~~ the ~~three months~~Intangible ~~ended March 31, 2025 and 2024.~~Assets:

The following table provides a summary of the Intangible Assets and Liabilities:

SCHEDULE OF INTANGIBLE ASSETS

	For the Years Ended December 31,
	Cost		Accumulated Amortization Through 12/31/24		Accumulated Amortization Through 6/30/2025		Net Book Value
	Cost		Accumulated Amortization		Accumulated Amortization		Net Book Value
Asset Intangibles - PWRS	$	4,713,548	$	2,436,615	$	113,744	$	2,163,189
				Through 12/31/24		Through 3/31/2025
Asset Intangibles - PWRS	$	4,713,548	$	2,436,615	$	56,872	$	2,220,061

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

2025 (Nine months remaining)	$	170,616
2025 (Six months remaining)	$	113,744
2026	$	227,488
2027	$	227,488
2028	$	227,488
2029	$	227,488
Thereafter	$	1,139,493
Total	$	2,~~220~~163,~~061~~189

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 June 30, 2025, the Trust owns publicly traded REIT securities with a fair market value of approximately $161,000, based on the June 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.

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 March 31, 2025, the Trust owns publicly traded REIT securities with a fair market value of approximately $134,000, based on the March 31, 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. PW SD assessed the collectability and deemed no allowance is needed as of March 31, 2025. The Note is owned by a subsidiary which has guaranteed the Greenhouse Loan which is in default and non-recourse to the Trust (see Subsequent Events). 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 June 30, 2025. The principal balance of the note was $597,000 as of June 30, 2025 and December 31, 2024.

On January 6, 2024, PW CO CanRE MF LLC (“PW MF”) 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 ~~has~~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. ~~PW MF assessed the collectivity and deemed no allowance is needed as of March 31, 2025.~~ As of ~~March~~June 3130, 2025 and December 31, 2024, the balance of the loan is was $~~960~~930,000 and $1,005,000, respectively. ~~The~~On ~~note~~June is9, ~~security~~2025, ~~for~~PW ~~the~~MF ~~Greenhouse~~agreed ~~Loan~~to ~~which~~modify asthe terms of ~~March~~the ~~31,~~note ~~2025~~whereby ~~was~~payments inare based ~~default~~on ~~and~~a ~~non~~five5-~~recourse~~year amortization toschedule at an 11% per annum interest rate and with a balloon payment for the balance due on May 1, 2030. PW MF assessed the collectivity and deemed no ~~Trust~~allowance ~~(see~~was ~~Subsequent~~needed ~~Events)~~as of June 30, 2025.

On June 9, 2025, PW MF 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 June 30, 2025, and December 31, 2024, the balance of the loan is $105,000 and $0, respectively. PW MF assessed the collectivity and deemed no allowance is needed as of June 30, 2025.

Other Income

Other income included in Total Revenue for the three months ended ~~March~~June 3130, 2025 and 2024 is approximately $4642,000 and $61,000, respectively consisting of interest income. Other income included in Total Revenue for the six months ended June 30, 2025 and 2024 is approximately $88,000 and $106,000, respectively, consisting of interest income.

Other Assets

Other assets as of ~~March~~June 3130, 2025 and December 31, 2024 is approximately $~~263~~343,000 and $1021,000 respectively, which mainly represents the fair market value of common shares and warrants of a publicly traded REIT and prepaid expenses related to the filing of an S-3 Registration Statement with the SEC.

Interest Expense

Interest expense for the three months ended ~~March 31~~June 30, 2025 ~~was approximately $171,000, $79,000 and $749,000~~ related to the PW PWV Loan (defined below), the 2015 PWRS Loan (defined below) ~~and~~ and the Greenhouse Loan was approximately $170,000, $78,000 and $322,000, respectively, compared to approximately $~~174~~173,000, $8683,000 and $~~740~~888,000, respectively, for the three months ended ~~March~~ 31June 30, 2024. AtInterest ~~March~~expense ~~31,~~for ~~205~~the six months ended June 30, 2025 related to the ~~Greenhouse~~PW PWV Loan, ~~was~~the ~~currently~~2015 inPWRS ~~default~~Loan and the Greenhouse Loan was ~~non-recourse~~approximately $341,000, $158,000 and $1,070,000, respectively. compared to approximately $346,000, $168,000 and $1,628,000, respectively, for the ~~Trust~~six months ~~(see~~ended ~~Subsequent~~June ~~Events)~~30, 2024.

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.

General and Administrative Expenses

General and Administrative Expense for the three months ended ~~March~~June 3130, 2025 and 2024 is approximately $~~327~~341,000 and $~~454~~359,000, respectively, which includes a non-cash ~~stock~~share-based compensation expense of approximately $143,000 and $~~216~~191,000, respectively. General and Administrative Expense for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024 is approximately $668,000 and $813,000, respectively, which includes a non-cash share-based compensation expense of approximately $286,000 and $407,000, respectively.

Preferred Stock

~~During 2014, the Trust expanded its equity financing~~As ~~activities by offering a series~~ of ~~preferred~~June ~~shares to the public. As of March 31~~30, 2025, the Trust has issued approximately $8.5 million of its Series A Preferred Stock. The shares of Series A Preferred ~~Shares~~Stock have no stated maturity, are not ~~subject~~currently subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless itthey ~~redeem~~are orredeemed, ~~otherwise~~repurchased ~~repurchase them~~ or ~~they are~~ converted.

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. These conditions raised substantial doubt about the Trust’s ability to continue as a going concern for a period of one year from the date of issuance of the December 31, 2024 financial statements.

However, management has developed and is implementing a plan intended to alleviate the substantial doubt about the Trust’s ability to continue as a going concern. The plan includes entering into a transaction related to the Greenhouse Loan. Based on the implementation of the plan and the resulting improvements in the Trust’s projected cash flows, Power REIT has concluded that substantial doubt about the Trust’s ability to continue as a going concern is alleviated. Accordingly, the financial statements for March 31, 2025 have been prepared assuming Power REIT will continue as a going concern.

On a consolidated basis, the Trust’s cash and cash equivalents and restricted cash totaled $2,033,211 as of March 31, 2025, a decrease of $198,375 from December 31, 2024. During the three months ended March 31, 2025, the decrease in cash was primarily due to the monthly expenses related to the vacant greenhouse properties and paydown of the Greenhouse Loan. Of the total amount of cash as of March 31, 2025, approximately $2 million is non-restricted cash available for general corporate purposes and $13,700 is restricted cash related to the Greenhouse Loan which is in default and is non-recourse to the Trust (see Subsequent Events).

As of March 31, 2025, the Trust’s current loan liabilities on a consolidated basis totaled approximately $18.4 million. As of March 31, 2025, on a consolidated basis, the Trust’s current liabilities far exceed current assets. The current loan liabilities include approximately $17.6 million of a bank loan secured by the majority of the greenhouse portfolio (the “Greenhouse Loan”) that was in default and is non-recourse to the Trust.

Effective April 11, 2025, the Trust, through its subsidiaries, resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of the Trust and released obligations related to the Greenhouse Loan. The Trust will continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.

~~The~~As of ~~transaction~~December ~~related~~31, to2024, the ~~Greenhouse~~ ~~Loan~~Trust had incurred recurring losses from operations and negative operating cash flows and had current liabilities that ~~closed~~were onin ~~April~~excess 11of current assets. However, ~~2025~~management ~~will~~has ~~result~~developed inand ~~the~~is ~~write-off~~implementing ofa ~~the~~plan ~~Nebraska~~intended improve liquidity and ~~Michigan~~fund the ~~properties~~Trust’s ~~along~~ongoing ~~with~~operations. The plan included a transaction related to the ~~remaining~~ ~~balance~~resolution of the Greenhouse Loan. ItThe ~~will~~Trust ~~also~~believes ~~relieve~~that, based ~~the~~on ~~ongoing~~its ~~costs~~current ~~associated~~forecasts, its cash on hand, together with ~~maintaining~~cash ~~the~~flow ~~Nebraska~~from operations and potential borrowings through either equity ~~Michigan~~raises ~~properties.~~or ~~Power~~debt ~~REIT~~issuances, ~~will~~should ~~continue~~be sufficient to ~~seek~~fund tothe ~~realize~~Trust’s ~~value~~capital requirements for at least the next twelve months from the ~~retained~~issuance date ~~greenhouse~~of ~~assets~~its ~~and is~~consolidated ~~exploring~~financial astatements. However, the Trust can make no assurance regarding its ability to achieve its forecasts, which ~~shift~~are inmaterially ~~focus~~dependent ~~(See~~on ~~Subsequent~~the ~~Events)~~Trust’s financial performance and the ever-changing market.

~~Based~~On a onconsolidated basis, the ~~resolution~~Trust’s ofcash ~~the~~and ~~Greenhouse~~cash ~~Loan~~equivalents ~~on April~~totaled 11$1, ~~2025~~481,349 ~~Power~~as ~~REIT~~of ~~should~~June ~~alleviate~~30, ~~the~~2025, ~~going~~a ~~concern~~decrease ~~doubt~~of ~~and~~$750,237 ~~Power~~from December ~~REIT~~31, ~~should~~2024. beDuring ~~able~~the tosix ~~continue~~months asended aJune ~~going~~30, ~~concern~~2025, ~~albeit with~~the adecrease ~~smaller~~in ~~portfolio~~cash ofwas ~~assets~~primarily ~~given~~due ~~that~~to ~~non-restricted~~the ~~cash~~monthly ~~should~~expenses ~~provide~~related to ~~greater~~the ~~than~~vacant ~~twelve~~greenhouse ~~months~~properties ofand ~~liquidity~~paydown ~~for~~of ~~capital~~the ~~needs (see Subsequent Events)~~indebtedness.

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. 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 Trust intends to continue to focus on selling greenhouse properties, entering into new leases, improving cash collections from existing tenants and raising 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 ~~Disposition~~ Dispositions

On June ~~January 31~~9, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE ~~JAB~~MF 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 1813 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 $~~200~~125,000 and the ~~net~~subsidiary ~~proceeds~~of ~~were~~the ~~used~~Trust toprovided ~~pay~~$105,000 of ~~down~~seller ~~the~~financing ~~Greenhouse Loan~~which ~~and~~amortizes ~~pay~~over ~~other~~a ~~accrued~~60-month period ~~expenses~~at ~~related~~an tointerest ~~the~~rate ~~property~~of 11% per annum. There was noan ~~gain/~~approximately $8,000 loss on sale ~~recognized~~based on previous impairments taken.

~~2024~~On January ~~Disposition~~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.

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 is 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 has 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. 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.

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 six months ended ~~March 31~~June 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 ~~March~~June 3130, 2025 and 2024 is approximately $465,000 and $459,000, respectively. Total revenue from its leases recognized for the six months ended June 30, 2025 and 2024 is approximately $~~439~~904,000 and $~~489~~948,000, 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 ~~the~~ assets for sale.

Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the ~~three~~ six months ended ~~March~~June 3130, 2025, Power REIT collected approximately 9895% of its consolidated revenue from two properties. The tenants were Norfolk Southern ~~Railway~~Corp (“NSC”) and Regulus Solar, LLC which represent 5251% and 4644% of consolidated revenue respectively. Comparatively, during the ~~three~~six months ended ~~March~~June 3130, 2024, Power REIT collected approximately 8190% of its consolidated revenue from two properties. The tenants were ~~Norfolk~~NSC ~~Southern Railway~~ and Regulus Solar, LLC which represent 4348% and 3842% of consolidated revenue respectively.

The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of March 31, 2025 for assets and assets held for sale where revenue recognition is considered on a straight-line basis:16

The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of June 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 (9 months remaining)	$	711,739		-
2025 (6 months remaining)	$	461,326		-
2026		820,004		-
2027		828,155		-
2028		836,388		-
2029		844,703		-
Thereafter		4,310,559		-
Total	$	8,~~351~~101,~~548~~135	$	-

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~~ ~~has approximately 9 years remaining. The Municipal~~ Debt ~~has~~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 ~~March~~June 3130, 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 ~~March~~June 3130, 2025 and December 31, 2024 is approximately $0. On January 30, 2024 the PWSS property was sold and the loan was paid off.

16On 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 June 30, 2025 and December 31, 2024, the balance of the 2015 PWRS Loan was approximately $6,304,000 (net of unamortized debt costs of approximately $202,000) and $6,944,000 (net of unamortized debt costs of approximately $230,000), respectively.

On November 625, ~~2015~~2019, ~~PWRS~~Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan ~~agreement~~ agreement (the “~~2015~~PW ~~PWRS~~PWV Loan Agreement”) with a certain lender for $1015,~~150~~500,000 (the “~~2015~~PW ~~PWRS~~PWV Loan”). The ~~2015~~PW ~~PWRS~~PWV Loan is secured by ~~land~~pledge of PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and ~~intangibles~~a ~~owned~~security byinterest ~~PWRS~~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. ~~PWRS~~Pursuant ~~issued~~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 ~~note~~payment pursuant to the ~~benefit~~terms of the ~~lender~~PW ~~dated~~PWV ~~November~~Loan 6,Agreement. ~~2015~~The ~~with~~PW PWV Loan is evidenced by a ~~maturity~~note issued by ~~date~~PW PWV for the benefit of ~~October~~the ~~14,~~lender ~~2034~~for ~~and~~$15,500,000, with a ~~4.34%~~fixed interest rate of 4.62% per Asannum and fully amortizes over the life of ~~March~~the ~~31,~~financing ~~2025~~which ~~and~~matures ~~December~~in ~~31,~~2054 (35 years). ~~2024,~~The ~~the~~PW PWV Loan is non-recourse to Power REIT. The balance of the ~~2015~~loan ~~PWRS~~as ~~Loan~~of June 30, 2025 and December 31, 2024 was approximately $614,~~472~~088,000 (net of ~~unamortized debt costs of~~ approximately $~~207~~262,000 of capitalized debt costs) and approximately $614,~~944~~198,000 (net of ~~unamortized debt costs of~~ approximately $~~230~~267,000 of capitalized debt costs), respectively.

OnAs previously ~~November 25~~disclosed, ~~2019,~~a ~~Power~~subsidiary ~~REIT,~~of ~~through~~the aTrust ~~newly formed~~had ~~subsidiary,~~a PWloan ~~PWV~~secured ~~Holdings~~by ~~LLC~~most ~~(“PW~~of ~~PWV”),~~the ~~entered~~greenhouse ~~into~~properties awhich ~~loan~~was ~~agreement~~non-recourse (to the ~~“PW~~Trust ~~PWV~~and ~~Loan~~in ~~Agreement”) with~~default aand ~~certain~~the lender ~~for~~had ~~$15~~initiated litigation including foreclosure actions. On April 11,~~500~~ 2025,~~000~~ ~~(the~~Power ~~“PW~~REIT resolved ~~PWV~~issues ~~Loan”).~~with ~~The~~its PWlender ~~PWV~~concerning ~~Loan~~the isGreenhouse ~~secured~~Loan by ~~pledge~~providing deeds-in-lieu of PWforeclosure ~~PWV’s~~for ~~equity~~greenhouse ~~interest~~properties in ~~P&WV,~~Michigan ~~its~~and ~~interest~~Nebraska. inIn return, the ~~Railroad~~lender ~~Lease~~released ~~and~~the aremaining ~~security~~collateral ~~interest~~back into asubsidiaries ~~deposit~~of ~~account~~Power ~~(the~~REIT ~~“Deposit~~and ~~Account”) pursuant~~released obligations related to athe ~~Deposit~~Greenhouse ~~Account~~Loan. ~~Control~~Power ~~Agreement~~REIT ~~dated~~will ~~November~~seek ~~25,~~to ~~2019~~realize ~~into~~value ~~which~~from the ~~P&WV~~retained ~~rental~~assets ~~proceeds~~by ~~are~~leasing ~~deposited~~and/or selling. ~~Pursuant~~The transaction related to the ~~Deposit~~ ~~Account~~Greenhouse ~~Control~~Loan ~~Agreement~~resulted in the write-off of the Nebraska and Michigan properties, ~~P&WV~~along with ~~has~~the ~~instructed~~remaining ~~its~~balance ~~bank~~of tothe ~~transfer~~Greenhouse ~~all~~Loan. ~~monies~~It ~~deposited~~will inalso relieve the ~~Deposit~~ongoing ~~Account~~costs toassociated with maintaining the ~~escrow~~Nebraska ~~agent~~and asMichigan aproperties. ~~dividend/distribution~~The ~~payment~~balance ~~pursuant~~of to the ~~terms~~Greenhouse Loan as of ~~the~~June PW30, ~~PWV~~2025 ~~Loan~~and ~~Agreement~~December 31, 2024 was approximately $0 and $16,720,000 (approximately $13.3 million ~~The~~of PWprincipal, ~~PWV~~$2.1 million ~~Loan~~of isinterest ~~evidenced~~and bydefault ainterest ~~note~~and ~~issued~~$1.3 bymillion PWof ~~PWV~~loan toexpenses). During the ~~benefit~~six ofmonths ended June 30, 2025 and 2024, the ~~lender~~Trust ~~for~~recognized approximately $15554,~~500~~000 and $624,000, respectively, ~~with~~of alate ~~fixed~~charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in interest expense ~~rate~~in Consolidated Statements of 4Operations.~~62%~~ ~~and~~During ~~fully~~the ~~amortizes~~three ~~over~~months ~~the~~ended ~~life~~June of30, 2025 and 2024, the ~~financing~~Trust recognized ~~which~~approximately ~~matures~~$265,000 and in$373,000, respectively ~~2054~~of ~~(35~~late ~~years).~~charges, ~~The~~forbearance PWfees, ~~PWV~~legal ~~Loan~~fees, foreclosure fees and appraisal fees which is ~~non-recourse~~included toin ~~Power~~interest expense ~~REIT~~in the Consolidated Statements of Operations. ~~The~~As ~~balance~~a result of settling the ~~loan~~Greenhouse asLoan obligations through a deed-in-lieu of ~~March~~foreclosure ~~31,~~for ~~2025~~the Nebraska and ~~2024 was~~Michigan properties, the Trust recognized a non-cash gain of approximately $141,~~143~~093,000. This ~~(net~~gain arose from the write-off of both the properties with a combined book value of approximately $~~265~~17,083,000 and ofthe ~~capitalized~~associated ~~debt~~loan ~~costs)~~obligations ~~and~~which totaled approximately $1417,~~198~~997,000, including accrued interest, default interest, and loan modification expenses (~~net~~late ofcharges, ~~approximately $267~~forbearance fees,~~000~~ oflegal ~~capitalized~~fees, foreclosure ~~debt~~fees ~~costs~~and appraisal fees), ~~respectively~~and the write off of accrued property tax of approximately $179,000.

On December 21, 2021, a wholly-owned subsidiary of Power REIT (“PW CanRE Holdings”) entered into a debt facility with initial availability of $20 million (the “Greenhouse Loan”). The facility is non-recourse to Power REIT and has perfected liens against all of Power REIT CEA portfolio properties except for the property located in Vinita, OK. The Greenhouse Loan had a 12 month draw period and then converts to a term loan that is fully amortizing over five years. The interest rate on the Greenhouse Loan was 5.52% with an additional default interest rate of 5.0% and throughout the term of the loan, a debt service coverage ratio of equal to or greater than 2.00 to 1.00 must be maintained. On October 28, 2022, the terms of the Greenhouse Loan were amended such that the amortization period was extended from 5 years to 10 years for the calculation of debt service coverage ratio and a 6-month debt service payment reserve requirement of $1 million was established. On March 13, 2023 an additional modification of the terms of the Greenhouse Loan was implemented which is summarized as follows:

- The total commitment was reduced from $20 million to $16 million. - The interest rate was changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%. - Monthly payments on the Greenhouse Loan were to be interest only until maturity. - A portion of the proceeds from the sale of assets within the Borrowing Base for the Greenhouse Loan will be required to pay the outstanding loan amount. - The maturity date of the Greenhouse Loan was changed to December 21, 2025. - The Debt Service Coverage ratio will be 1.50 to 1.00 and the test will be performed on an annual basis and is eliminated until the calendar year 2024. - The definition of assets included in the Borrowing Base for the Greenhouse Loan no longer eliminates assets where tenants are in default for failure to make timely rent payments. - An agreed upon minimum liquidity amount shall be maintained in the amount of $1 million. - A $160,000 fee will be charged by the bank for the modification.

The balance of the loan as of March 31, 2025 and December 31, 2024 was approximately $17,671,000 (approximately $13.5 million of principal, $2.6 million of interest and default interest and 1.6 million of loan expenses) 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), respectively. During the three months ended March 31, 2025 and 2024, the Trust recognized approximately $289,000 and $251,000, 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 March 31, 2025, approximately $4,132,000 of accrued loan expenses related to the Greenhouse Loan is classified as current portion of long-term debt on the Balance Sheet.

~~As of March 31, 2025, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $17,671,000.~~ The ~~lender has declared a default of the loan which allows for the acceleration~~ ofamount ~~the Greenhouse Loan which is being treated as a current debt obligation. On March 13, 2024, East West Bank (“EWB”) initiated a complaint in the Superior Court~~ of ~~California,~~principal ~~County~~payments ofremaining Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. A forbearance agreement with the lender for the Greenhouse Loan was effective on ~~May~~Power ~~10,~~REIT’s ~~2024,~~debt ~~which~~as ~~provides additional time to retire the loan. The expiration date~~ of ~~the~~June ~~original forbearance agreement was September~~ 30, ~~2024. On September 30, 2024, the Trust entered into an amendment to the forbearance agreement which moved the expiration of the forbearance agreement to January 31,~~ 2025~~. As~~ ofis ~~the~~as date of the filing, the forbearance agreement terminated, and the greenhouse portfolio was subject to foreclosure. Effective April 11, 2025, Power REIT, through its subsidiaries, resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the 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, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.follows:

The transaction related to the Greenhouse Loan closed on April 11, 2025 and will result 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 these properties. Power REIT will continue to seek to realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties, loans and companies (see Subsequent Events).

The amount of principal payments remaining on Power REIT’s debt as of March 31, 2025, which includes the Greenhouse Loan, is as follows:

SCHEDULE OF LONG TERM DEBT

2025 (Nine months remaining)	$	18,338,215
2025 (Six months remaining)	$	434,567
2026	$	791,212
2027	$	835,036
2028	$	880,909
2029	$	928,923
Thereafter	$	16,985,073
Long term debt	$	3820,~~759~~855,~~368~~720

7 – IMPAIRMENT AND ~~ASSET~~ASSETS HELD FOR SALE

For the three months ended ~~March~~ 31June 30, 2025 and 2024, the Trust ~~concluded~~recorded ~~that~~a nonon-cash impairment charge of ~~asset~~approximately ~~value~~$14,000 ~~was~~and ~~necessary~~$17.4 million, respectively. During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Trust recorded ~~approximately $549,600 of~~ a non-cash impairment charge, ~~all~~of ~~related~~approximately to$14,000 and ~~assets~~$18 ~~held~~million, ~~for sale~~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 ~~three~~six months ended ~~March~~June 3130, 2025 and 2024 is below:

SUMMARY OF TRUSTS IMPAIRMENT EXPENSES

	2025		2024		2025		2024
	Impairment Expense
	Three Months Ended				Six Months Ended
	Three Months Ended
	June 30,				June 30,
	March 31,
	2025		2024		2025		2024
	2025		2024
Assets Held for Sale	$	13,600	$	13,988,427	$	13,600	$	14,537,984
Assets Held for Sale	$	-	$	549,557
Long-Lived Assets		-		3,460,997		-		3,460,997
Long-Lived Assets		-		-
Impairment Expenses	$	13,600	$	17,449,424	$	13,600	$	17,998,981
Impairment Expenses	$	-	$	549,557

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 June 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 June 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 June 30, 2025 column. The assets and liabilities of assets held for sale were as follows:

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 March 31, 2025 since all criteria under ASC 360-10-45-9 were met. The balance sheet as of December 31, 2024 also included the Tam 18 property which was sold during the first quarter of 2025 and therefore removed from the March 31, 2025 column. The assets and liabilities of assets held for sale were as follows:

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
ASSETS
Land		1743,~~611,833~~549		1,~~640~~359,~~875~~865
Greenhouse cultivation and processing facilities, net of accumulated depreciation		235,~~492~~663,~~674~~052		2322,~~647~~458,~~410~~215
Prepaid Expense		261,814		460,698
Prepaid expense and deposits		35,920		460,698
Other assets		~~65,319~~-		6856,~~022~~458
TOTAL ASSETS - Held for sale		256,~~431~~442,~~640~~521		2524,~~817~~335,~~005~~236
LIABILITIES
Accounts payable		~~118~~135,~~905~~474		139,355
Accrued expenses		1,~~187~~044,~~871~~006		1,~~174~~103,~~289~~668
Other liabilities		238,165		356,454
Prepaid rent		5,100		-
TOTAL LIABILITIES - Held for sale		1,544,941		1,670,098
Other liabilities		-		356,454
TOTAL LIABILITIES - Held for sale		1,184,580		1,599,477

Other Liabilities

Other liabilities as of ~~March~~June 3130, 2025 and December 31, 2024 is approximately $~~238,000~~ 0 and $356,000, respectively. Other liabilities for December 31, 2024 represent ~~the~~a finance ~~loan~~ 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 is payable annually over five years with a 1.9% interest rate per annum and matures on August 21, 2028 ~~which is in default~~. ~~Other~~The ~~liabilities~~loan ~~also~~was ~~include~~in adefault ~~finance~~and ~~agreement~~the ~~for~~tractor awas ~~property~~transferred ~~insurance~~to ~~policy~~the ~~for~~lender ~~properties~~as ~~that~~of ~~are~~April ~~considered held~~2, ~~for sale~~2025.

Other Assets

Other assets as of ~~March~~June 3130, 2025 and December 31, 2024 is approximately $~~65,000~~0 and $6856,000, 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), ~~and a security deposit for the electric company~~ that was ~~paid~~transferred to ~~for~~the alender ~~property considered~~as ~~held~~of ~~for~~April ~~sale~~2, 2025.

8 – EQUITY AND LONG-TERM COMPENSATION

Summary of ~~Stock~~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, ~~Directors~~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 ~~Stock~~shares through the granting of awards. As of ~~March~~June 3130, 2025, the aggregate number of shares of ~~Common~~common ~~Stock~~shares that may be issued pursuant to outstanding awards is currently 2,348,710 which is subject to adjustment per the Plan.

Summary of ~~Stock~~ Share-Based Compensation Activity – Options

On July 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire 205,000 ~~shares of~~ common ~~stock~~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. On February 29, 2024, 4,722 options were forfeited due to the death of a Trustee.

The summary of ~~stock~~share-based compensation activity for the ~~three~~six months ended ~~March~~June 3130, 2025, with respect to the Trust’s stock options, is as follows:

Summary of Activity - Options

Summary of Activity – Options
			Weighted
	Number of		Average		Aggregate
	Options		Exercise Price		Intrinsic Value
Balance as of December 31, 2024		192,778	$	13.44		-
Options Forfeited		-		13.44
Balance as of June 30, 2025		192,778		13.44		-


Options exercisable as of June 30, 2025		187,569	$	13.44		-

			Weighted
	Number of		Average		Aggregate
	Options		Exercise Price		Intrinsic Value
Balance as of December 31, 2024		192,778	$	13.44		-
Options Forfeited		-		13.44
Balance as of March 31, 2025		192,778		13.44		-
Options exercisable as of March 31, 2025		171,944	$	13.44		-

The weighted average remaining term of the options is 6.86 years.

~~The weighted average~~Summary ~~remaining term~~ of ~~the~~Share-Based ~~options~~Compensation isActivity ~~7.11~~– ~~years.~~Restricted Stock

~~Summary~~The summary of ~~Stock~~share-based ~~Based~~compensation ~~Compensation~~activity ~~Activity~~for –the six months ended June 30, 2025, with respect to the Trust’s restricted stock, ~~Restricted~~was ~~Stock~~as follows:

The summary of stock-based compensation activity for the three months ended March 31, 2025, with respect to the Trust’s restricted stock, was as follows:

Summary of Activity - Restricted Stock

Summary of Activity - Restricted Stock
	Number of			Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value
Balance as of December 31, 2024		3,887			13.44
Plan Awards		-			-
Restricted Stock Forfeited		-			-
Restricted Stock Vested		(3,333	)		13.44
Balance as of June 30, 2025		554			13.44

	Number of			Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value
Balance as of December 31, 2024		3,887			13.44
Plan Awards		-			-
Restricted Stock Forfeited		-			-
Restricted Stock Vested		(1,667	)		13.44
Balance as of March 31, 2025		2,220			13.44

Stock-based Compensation

During the three months ended March 31, 2025, the Trust recorded approximately $22,000 of non-cash expense related to restricted stock and approximately $121,000 of non-cash expense related to options granted compared to approximately $86,000 of non-cash expense related to restricted stock and approximately $131,000 of non-cash expense related to options granted for the three months ended March 31, 2024. As of March 31, 2025, there was approximately $30,000 of total unrecognized share-based compensation expense for restricted stock and approximately $160,000 of total unrecognized share-based expense for options, which expense will be recognized through the third quarter of 2025. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market.

Share-based Compensation

During the six months ended June 30, 2025, the Trust recorded approximately $45,000 of non-cash expense related to restricted stock and approximately $242,000 of non-cash expense related to options granted compared to approximately $151,000 of non-cash expense related to restricted stock and approximately $256,000 of non-cash expense related to options granted for the six months ended June 30, 2024. During the three months ended June 30, 2025, the Trust recorded approximately $22,000 of non-cash expense related to restricted stock and approximately $121,000 of non-cash expense related to options granted compared to approximately $65,000 of non-cash expense related to restricted stock and approximately $125,000 of non-cash expense related to options granted for the three months ended June 30, 2024. As of June 30, 2025, there was approximately $7,500 of total unrecognized share-based compensation expense for restricted stock and approximately $40,000 of total unrecognized share-based expense for options, which expense will be recognized through the third quarter of 2025. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market.

Preferred Stock Dividends

During the three and six months ended ~~March 31~~June 30, 2025 and 2024, the Trust did not declare a quarterly dividend of approximately $163,000 and $326,000, respectively, of dividends to holders of Power REIT’s ~~7.75%~~ Series A ~~Cumulative Redeemable Perpetual~~ Preferred Stock.

9 – SEGMENT INFORMATION

The Trust operates as one single reportable segment as the operations are managed and reviewed on a consolidated basis. The Trust’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who is responsible for making strategic decisions regarding the Trust’s real estate portfolio. The CODM evaluates the performance of the portfolio as a whole based on net operating income and total assets. Performance is assessed by analyzing consolidated financial results and the CODM makes resource allocation decisions related to acquisition, dispositions, capital expenditures and leasing activities. No separate evaluation of individual property types is made at the operating segment level, rather performance is reviewed based on the overall portfolio’s performance.

10 – RELATED PARTY TRANSACTIONS

Power REIT, through subsidiaries, had a relationship with subsidiaries of Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’”). David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the Trust’s Oklahoma, Michigan and Nebraska properties and MILC is a lender to the tenant of one of the Trust’s Colorado properties. As of ~~March~~June 3130, 2025, these ~~properties~~leases were ~~not~~in ~~operational~~ default and ~~the Trust is evaluating alternatives related thereto~~terminated. Total rental income recognized for the three ~~months~~and six months ended ~~March~~June 3130, 2025 and 2024 from the tenants that ~~are~~were affiliated with MILC in Colorado, Oklahoma, Michigan and Nebraska was $0. Power REIT retained former employees of MILC to maintain and upkeep the property in Nebraska. The MILC employees were initially paid through a payroll service used by a subsidiary of MILC and a subsidiary of Power REIT reimbursed MILC for the actual expenses related hereto. For the year ended December 31, 2023, total payments to MILC for payroll was $162,700. This arrangement ended in January 2024.

Under the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the transactions with subsidiaries and affiliates of MILC, the independent trustees approved such arrangements having determined such arrangement are fair and reasonable and in the interest of the Trust.

11 – CONTINGENCIES

The Trust’s wholly-owned subsidiary, P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including restrictions on share and debt issuance, including guarantees. Some of the Trust’s properties which are special purpose in nature and maybe vacant, may be difficult to insure on an economic basis and maybe under insured or uninsured.

12 - SUBSEQUENT EVENTS

On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for the 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 continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan.

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

~~CAUTIONARY~~You ~~STATEMENT~~should ~~REGARDING~~read ~~FORWARD~~the following management’s discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-~~LOOKING~~Q ~~STATEMENTS~~and with our audited financial statements and notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on March 31, 2025 (the “2024 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). This discussion, particularly information with respect to our future results of operations or financial condition, business strategy, plans and objectives for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under Part 1, Item 1A of the 2024 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. References in this Quarterly Report on Form 10-Q to the “Registrant” or the “Trust” refer to Power REIT and “we,” “us,” “our” and “Power REIT” refer to Power REIT, together with its consolidated subsidiaries.

~~This Quarterly Report on Form 10-Q (this “Report”)~~CAUTIONARY ~~includes~~STATEMENT ~~forward-looking~~REGARDING statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ForwardFORWARD-~~looking~~LOOKING statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this Report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements.STATEMENTS

~~You~~This Quarterly ~~should~~Report ~~not~~on ~~place~~Form ~~undue~~10-Q ~~reliance~~(this on“Report”) ~~any~~includes forward-looking statements ~~because~~within the ~~matters~~meaning ~~they~~of ~~describe~~Section ~~are~~27A ~~subject~~of tothe Securities ~~known~~Act ~~and unknown risks, uncertainties and other unpredictable factors, many~~ of ~~which are beyond our control~~1933, ~~including~~as ~~those~~amended ~~identified~~(the ~~below, under Part II, Item 1A.~~ “~~Risk~~Securities ~~Factors~~Act” ~~and elsewhere in this Report~~), and ~~those~~Section ~~identified~~21E ~~under Part I, Item 1A~~ of the ~~Annual Report on Form 10-K for the year ended December 31, 2024 that we filed with the~~ Securities ~~and~~ Exchange ~~Commission~~Act onof ~~March 31~~1934, ~~2025~~as amended (the “~~2024~~Exchange ~~10-K~~Act”). ~~Our forward~~Forward-looking statements are ~~based~~ onthose ~~the~~that ~~information~~predict ~~currently~~or ~~available~~describe tofuture usevents ~~and~~or ~~speak~~trends ~~only~~and asthat ofdo ~~the date of the filing of this Report. New risks and uncertainties~~not ~~arise~~relate ~~from~~solely ~~time~~ to ~~time,~~historical ~~and~~matters. itYou iscan ~~impossible~~generally ~~for~~identify usforward-looking tostatements ~~predict~~as ~~these~~statements ~~matters~~containing orthe ~~how~~words ~~they~~“believe,” “expect,” ~~may~~“will,” ~~affect~~“anticipate,” ~~us.~~“intend,” ~~Over time~~“estimate,” ~~our actual results~~“project,” ~~performance~~“plan,” ~~financial~~“assume” ~~condition~~ or ~~achievements~~other ~~may~~similar ~~differ from the anticipated results~~expressions, ~~performance, financial condition~~ or ~~achievements that~~negatives ~~are~~of ~~expressed~~those orexpressions, ~~implied~~although bynot ~~our~~all forward-looking statements, ~~and~~contain ~~such~~these ~~differences~~identifying ~~may~~words. beAll ~~significant~~statements ~~and~~contained ~~materially~~in ~~adverse~~this toReport regarding our ~~security~~ ~~holders.~~future ~~Our~~strategy, ~~forward-looking~~future ~~statements~~operations, projected ~~contained~~financial ~~herein~~position, ~~speak~~estimated ~~only~~future asrevenues, ofprojected ~~the~~costs, ~~date~~future ~~hereof~~prospects, ~~and~~the wefuture ~~make~~of noour ~~commitment~~industries toand ~~update~~results orthat ~~publicly~~might ~~release~~be ~~any~~obtained ~~revisions~~by topursuing ~~forward-looking~~management’s ~~statements~~current ~~in order to reflect new information~~ or ~~subsequent~~future ~~events,~~plans ~~circumstances or~~and ~~changes~~objectives inare ~~expectations~~forward-looking statements.

~~Overview~~You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control, including those identified below, under Part II, Item 1A. “Risk Factors” and elsewhere in this Report, and those identified under Part I, Item 1A of the 2024 10-K. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

We are 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.Overview

We are ~~structured as~~ a ~~holding company and owns our assets through twenty~~Maryland-~~four~~domiciled, ~~direct and indirect wholly~~internally-~~owned,~~managed ~~special purpose subsidiaries that have been formed in order to hold~~ real estate ~~assets,~~investment ~~obtain~~trust financing and generate lease revenue. As of March 31, 2025, our assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (a “~~P&WV~~REIT”), ~~approximately~~that ~~447~~owns ~~acres of fee simple land leased to~~ a ~~number~~portfolio of ~~utility~~real ~~scale solar power generating projects~~estate ~~with~~assets anrelated ~~aggregate~~to ~~generating~~transportation, ~~capacity~~energy ofinfrastructure ~~approximately~~and 82Controlled ~~Megawatts~~Environment Agriculture (“MWCEA”) ~~and approximately 237 acres of land with approximately 2,053,000 square feet of existing or under construction CEA properties~~ in the ~~form~~United ~~of greenhouses (which amounts include certain properties that have been transferred to the lender under a loan secured by our Greenhouse Portfolio (the “Greenhouse Loan”), as described below)~~States.

~~During~~We are ~~the~~structured ~~three~~as ~~months~~a ~~ended~~holding ~~March~~company 31and owns our assets through twenty-four 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 June 30, 2025, weour ~~did~~assets consisted ~~not~~of ~~declare~~approximately 112 miles of railroad infrastructure and related real estate which is owned by our subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a ~~quarterly~~number ~~dividend~~of utility scale solar power generating projects with an aggregate generating capacity of approximately ~~$163,000~~82 Megawatts (~~$0.484375~~“MW”) ~~per~~and ~~share~~approximately ~~per~~82 acres ~~quarter)~~of onland ~~Power~~with ~~REIT’s~~approximately ~~7.75%~~357,000 ~~Series A~~square ~~Cumulative~~feet ~~Redeemable~~of ~~Perpetual~~CEA ~~Preferred~~properties ~~Stock.~~in the form of greenhouses (the “Greenhouse Portfolio)

~~Our primary objective is~~During ~~to maximize~~ the ~~long-term~~three ~~value~~and ~~for~~six ~~our~~months ~~shareholders.~~ended ToJune ~~that~~30, ~~end~~2025, ~~our~~we ~~business~~did ~~goals~~not ~~are~~declare toa ~~obtain~~quarterly ~~the~~dividend ~~best~~of ~~possible~~approximately ~~rental income at our properties in order to maximize our cash flows~~$163,000 ~~net~~and ~~operating income~~$326,000, ~~funds from operations~~respectively, ($0.484375 ~~funds~~per ~~available~~share ~~for~~per ~~distribution to~~quarter) ~~shareholders~~on ~~and~~Power ~~other~~REIT’s ~~operating~~7.75% ~~measures~~Series ~~and~~A ~~results,~~Cumulative ~~and~~Redeemable ~~ultimately~~Perpetual toPreferred ~~maximize~~Stock (the ~~values~~“Series ofA ~~our~~Preferred ~~properties~~Stock”).

ToOur primary ~~achieve~~objective ~~this~~is ~~primary~~to ~~goal, we~~maximize ~~have~~the ~~developed~~long-term avalue for our shareholders. To that end, our business ~~strategy~~goals ~~focused~~are onto ~~increasing~~obtain the ~~values~~best ofpossible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds available for distribution to shareholders and other operating measures and results, and ultimately ofto maximize the ~~Trust,~~values ~~which~~of ~~includes:~~our properties.

~~● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet;~~22

~~● Selling~~To ~~off~~achieve ~~non-core~~this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ~~underperforming~~ultimately ~~assets;~~of the Trust, which includes:

22● Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt levels to strengthen our balance sheet;

● ~~Seeking~~ toSelling reoff non-~~lease~~core properties ~~that~~and ~~are~~underperforming ~~vacant or have non-performing tenants~~assets;

● ~~Raising~~ ~~the~~Seeking ~~overall~~to ~~level~~re-lease ofproperties ~~quality~~that ofare ~~our~~vacant ~~portfolio~~or ~~and~~have ofnon-performing ~~individual properties in our portfolio;~~tenants

● ~~Improving~~ Raising the ~~operating~~overall ~~results~~level of quality of our ~~properties;~~portfolio and of individual properties in our portfolio;

●~~Taking~~ ~~steps~~Improving tothe ~~position~~operating ~~ourselves~~results ~~for~~of ~~future~~our ~~growth~~properties; ~~opportunities.~~and

~~Recent~~●Taking steps ~~Events~~to position ourselves for future growth opportunities.

~~On February 6, 2025, our wholly owned subsidiary,~~Recent PW CO CanRE JKL LLC received a Final Order and Entry of Judgement in favor of PW CO CanRE JKL LLC against the former tenant and guarantors of the lease in the amount of $10,988,749. The ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC. We are evaluating the potential to collect against this litigation for this Judgement, but will treat any recovery on a cash basis for accounting purposes.Events

On June ~~January 31~~9, 2025 a wholly owned subsidiary of Power REIT, PW CO CanRE ~~JAB~~MF 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 1813 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 $~~200~~125,000 and the ~~net~~subsidiary ~~proceeds~~of ~~were~~the ~~used~~Trust toprovided ~~pay~~$105,000 ~~down~~of ~~the~~seller ~~Greenhouse~~financing which amortizes ~~Loan~~over ~~and~~a ~~pay~~60-month ~~other~~period ~~accrued~~at ~~expenses~~an ~~related~~interest torate ~~the~~of ~~property~~11% per annum. There was noa ~~gain/~~nominal loss on sale ~~recognized~~based on previous impairments.

On January 2431, 2025 ~~we entered into~~ a ~~sales~~wholly ~~agreement (the~~owned ~~“Sales~~subsidiary ~~Agreement”),~~of ~~with~~Power ~~A.G.P./Alliance Global Partners pursuant to which we may~~REIT, ~~from~~PW ~~time~~CO toCanRE ~~time,~~JAB ~~issue and sell our Common Shares~~LLC, ~~however,~~sold ~~the~~one ~~Sales Agent is not obligated to sell any shares~~ of ~~Common~~its ~~Stock~~interests ~~and~~in ~~there~~a ~~are~~cannabis ~~limits~~related ~~on the dollar amount~~greenhouse ofcultivation ~~shares~~property oflocated ~~common~~in ~~stock~~Ordway, weColorado. ~~can~~The ~~sell~~property ~~pursuant~~was todescribed ~~the~~in ~~Sales~~prior ~~Agreement.~~filings Inas ~~addition,~~Tam ~~our~~18 ~~ability~~and towas ~~raise~~vacant. ~~capital~~The ~~through the sale of securities~~purchaser ~~may~~was bean ~~limited~~unaffiliated bythird ~~the~~party ~~rules~~and of the ~~SEC~~price ~~and~~was ~~NYSE~~established ~~American~~based ~~LLC (“NYSE American”) that place limits~~ on ~~the~~an ~~number~~arm’s ~~and~~length ~~dollar amount of securities that may be sold~~negotiation. ~~There~~The ~~can~~sale beprice nowas ~~assurances that we will be able to raise the funds needed~~$200, ~~especially in light~~000 ofand the ~~fact~~net ~~that~~proceeds ~~our~~were ~~ability~~used to ~~sell~~pay ~~securities~~down ~~registered~~the onGreenhouse ~~our~~Loan ~~registration~~and ~~statement~~pay onother ~~Form~~accrued ~~S-3~~expenses ~~will~~related beto ~~limited until such time~~ the ~~market~~ ~~value~~property. ofThere ~~our~~was ~~voting~~no ~~securities~~gain/loss on ~~held~~sale byrecognized ~~non-affiliates~~based ison ~~$75 million~~previous ~~or more~~impairments.

~~Settlement~~On January 24, 2025 we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners pursuant to which we may, from time to time, issue and sell our common shares, however, the Sales Agent is not obligated to sell any common shares and there are limits on the dollar amount of common shares we can sell pursuant to the Sales ~~Greenhouse~~Agreement. ~~Loan~~In addition, our ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time as the market value of our voting securities held by non-affiliates is $75 million or more.

~~As previously disclosed, the Greenhouse Loan has been in default, and the lender thereunder filed litigation and~~Settlement foreclosure actions. We previously entered into forbearance agreements with the lender that expired on January 31, 2025. The loan was non-recourse to us but secured by the Greenhouse Portfolio (except for the property in Oklahoma). The Greenhouse Portfolio has been marketed for sale but, unfortunately, the market for these special purpose assets has been weak and we have not been able to generate enough sales to satisfy the obligations to the lender. On April 11, 2025, we resolved issues with the lender concerning the Greenhouse Loan by providing deeds-in-lieu of ~~foreclosure for the greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to our subsidiaries and released obligations related to the~~ Greenhouse Loan. We will continue to seek to realize value from these retained assets, which are properties in Ordway, Colorado; a property in Walsenburg, Colorado; a property in Desert Hot Springs, California; a first mortgage on two properties in Ordway, Colorado; and a second mortgage on a property in Elliot, Maine. In addition, a subsidiary owns a greenhouse property located in Vinita, Oklahoma that was not security for the Greenhouse Loan. The transaction related to the settlement of the Greenhouse Loan closed on April 11, 2025 and will result 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.

~~Improving~~The ~~Our~~Greenhouse ~~Balance~~Loan was secured by most of the Greenhouse Portfolio. The ~~Sheet~~Greenhouse Loan was non-recourse to the Trust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, we resolved issues with its lender concerning the Greenhouse Loan by ~~Reducing~~providing ~~Debt~~deeds-in-lieu of foreclosure for greenhouse properties in Michigan and ~~Leverage;~~Nebraska. ~~Maintaining~~In ~~Liquidity~~return, the lender released the remaining collateral back to our subsidiaries and released obligations related to the Greenhouse Loan. We 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 June 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 six months ended June 30, 2025 and 2024, we recognized approximately $554,000 and $624,000, 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 June 30, 2025 and 2024, we recognized approximately $265,000 and $373,000, 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, we 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.

~~Leverage~~ 23

~~We continue to seek ways~~Improving toOur ~~reduce~~Balance ~~our~~Sheet ~~debt and debt leverage~~ by ~~improving~~Reducing ~~our~~Debt ~~operating performance~~ and ~~through~~Leverage; aMaintaining ~~variety~~Liquidity ~~of other means available to us. These means might include leasing vacant properties, selling properties, raising capital or through other actions.~~

~~Capital Recycling~~Leverage

~~In the later part of 2022,~~We wecontinue ~~commenced property reviews~~ to ~~establish~~seek aways ~~plan for the portfolio and, where appropriate, have been disposing of and seeking~~ to ~~dispose of~~reduce ~~properties~~our ~~that~~debt ~~we do not believe meet financial~~ and ~~strategic~~debt ~~criteria~~leverage ~~given~~by ~~economic,~~improving ~~market and other circumstances. Disposing of these properties can enable us to redeploy or recycle~~ our ~~capital~~operating toperformance ~~other uses, such as to repay debt, to reinvest in other real estate assets~~ and ~~development~~through ~~and~~a ~~redevelopment~~variety ~~projects,~~of ~~and for~~ other ~~corporate purposes. Along these lines, in 2023 and 2024 we completed~~means ~~sales~~available ofto ~~assets for total gross proceeds of approximately $9~~us.81 ~~million~~These ~~which~~means ~~included~~might ~~$2.1~~include ~~million~~leasing ofvacant ~~seller~~properties, ~~financing~~selling ~~provided to the buyers. We also have several~~ properties, ~~that~~raising wecapital ~~are marketing for sale and/~~or ~~lease~~through ~~which~~other ~~have been classified as “Assets Held for Sale~~actions.”

~~Improving Our Portfolio~~Capital Recycling

WeIn the ~~are~~later ~~currently~~part ~~seeking~~of to2022, ~~refine our~~we commenced property ~~holdings~~reviews byto ~~selling~~establish ~~greenhouse~~a ~~properties~~plan for the portfolio and~~/or~~, ~~re-leasing~~where ~~them~~appropriate, inhave anbeen ~~effort~~disposing of and seeking to ~~improve~~dispose ~~the~~of ~~overall~~properties ~~performance~~that ~~going~~we do not believe meet financial and strategic criteria given economic, market and other ~~forward~~circumstances. ADisposing ~~loan~~of ~~secured~~these byproperties ~~the~~can ~~greenhouse~~enable ~~portfolio~~us ~~was~~to inredeploy ~~default~~or asrecycle ofour ~~March~~capital 31to other uses, ~~2025.~~such Asas ofto ~~March~~repay 31debt, ~~2025~~to reinvest in other real estate assets and development and redevelopment projects, ~~the~~and ~~previously~~for other corporate purposes. Along these lines, ~~disclosed~~in ~~forbearance~~2023 ~~agreement~~and ~~with~~2024 ~~the~~we ~~lender~~completed sales of assets for ~~the~~total ~~Greenhouse~~gross ~~Loan~~proceeds ~~had~~of ~~terminated~~approximately ~~and~~$9.81 ~~the~~million ~~Greenhouse~~which ~~Portfolio~~included ~~was~~approximately ~~subject~~$2.1 million of seller financing provided to ~~foreclosure.~~ ~~Effective~~the ~~April~~buyers. ~~11,~~During 2025, we ~~entered~~completed ~~into~~sales aof ~~settlement~~assets ~~agreement~~for ~~with~~total ~~the~~gross ~~lender~~proceeds ~~under~~of ~~the~~approximately $325,000 ~~Greenhouse~~which ~~Loan.~~included ~~See “Settlement~~approximately $105,000 of ~~Greenhouse~~seller ~~Loan,”~~financing ~~above,~~provided to a buyer. We also have several properties that we are marketing for ~~more~~sale ~~information~~and/or lease which have been classified as “Assets Held for Sale.”

23Improving Our Portfolio

~~The~~We are ~~transaction~~currently ~~related~~seeking to ~~the~~refine ~~Greenhouse~~our ~~Loan~~property ~~closed on~~holdings ~~April~~by ~~11,~~selling ~~2025~~greenhouse properties and/or ~~will~~re-leasing ~~result~~them in ~~the~~an ~~write-off~~effort ofto improve the ~~Nebraska~~overall ~~and~~performance ~~Michigan~~going ~~properties,~~forward. ~~along~~Effective ~~with~~April ~~the~~11, ~~remaining~~2025, ~~balance~~we ofclosed ~~the~~on ~~Greenhouse Loan.~~a Itsettlement ~~will~~agreement ~~also~~with ~~relieve~~ the ~~ongoing~~lender ~~costs~~for ~~associated with maintaining~~ the ~~Nebraska and Michigan properties~~Greenhouse Loan. WeSee ~~will~~“Settlement ~~continue to~~of ~~seek~~Greenhouse toLoan,” ~~realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties~~above, ~~loans~~for ~~and~~more ~~companies (see Subsequent Events)~~information.

~~Taking~~The transaction ~~Steps~~related to ~~Position~~the Greenhouse Loan closed on April 11, 2025 and resulted in the ~~Company~~write-off ~~for~~of ~~Future~~the Nebraska and Michigan properties, ~~Growth~~along ~~Opportunities~~with the remaining balance of the Greenhouse Loan. The transaction also relieves the ongoing costs associated with maintaining the Nebraska and Michigan properties. We will continue to seek to realize value from the retained assets and are exploring a shift in focus and are evaluating real estate distressed situations including properties, loans and companies.

~~We are taking steps designed~~Taking toSteps ~~position ourselves~~ to ~~create~~Position ~~shareholder value. In connection therewith, we have implemented processes designed to ensure strong internal discipline in~~ the ~~use,~~Company ~~harvesting~~for ~~and~~Future ~~recycling~~Growth ofOpportunities ~~our capital, and these processes will be applied in connection with seeking to reposition properties.~~

We are ~~may~~taking ~~continue~~steps designed to ~~seek~~position ourselves to ~~acquire,~~ increate anshareholder ~~opportunistic,~~value. ~~selective~~In ~~and~~connection ~~disciplined manner~~therewith, ~~properties~~we ~~that~~ have ~~operating~~implemented ~~metrics~~processes ~~that are better than or equal to~~designed ~~our~~to ~~existing~~ensure ~~portfolio averages, and that we believe have~~ strong ~~potential~~internal ~~for~~discipline ~~increased cash flows and appreciation~~ in ~~value.~~the ~~Taking advantage of any acquisition opportunities would likely involve some~~ use, ofharvesting ~~debt or equity capital. We will pursue transactions that we expect can meet the financial~~ and ~~strategic~~recycling ~~criteria~~of weour ~~apply~~capital, ~~given economic, market~~ and ~~other~~these ~~circumstances.~~processes Inwill ~~addition,~~be weapplied ~~are~~in ~~exploring~~connection ~~the~~with ~~potential~~seeking to ~~use~~reposition ~~our existing corporate structure for strategic transactions including potentially merging assets or companies with us~~properties.

24We may seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or companies with us.

~~The following table is a summary of our properties as of March 31, 2025:~~24

Property Type/Name	Acres			Size1		Gross Book Value3
Railroad Property
P&WV - Norfolk Southern					112 miles	$	9,150,000
Solar Farm Land
California
PWRS		447			82		9,183,548
Solar Total		447			82	$	9,183,548
Greenhouse - Cannabis
Ordway, Colorado
Maverick 1 2,4,6,7		5.20			17,368		1,594,582
Maverick 142,4,6,7		5.54			26,940		1,908,400
Tamarack 72,4,6,7		4.32			18,000		1,364,585
Tamarack 7 (MIP)2,5,6,7							636,351
Tamarack 192,4,6,7		2.11			18,528		1,311,116
Tamarack 8 - Apotheke 2,5,6,7		4.31			21,548		2,061,542
Tamarack 132,4,6,7		2.37			9,384		1,031,712
Tamarack 32,6,7		2.20			24,512		2,080,414
Tamarack 27 and 282,4,6,7		4.00			38,440		1,872,340
Maverick 5 - Jacksons Farms 2,5,6,7		5.20			15,000		1,358,634
Tamarack 4 and 52,4,6,7		4.41			26,076		2,239,870
Walsenburg, Colorado 2,4,6,7		35.00			74,800		4,219,170
Desert Hot Springs, California2,5,6,7		0.85			35,505		7,685,000
Vinita, Oklahoma4,6,7		9.35			40,000		2,593,313
Marengo Township, Michigan2,4,6,7,10		61.14			556,146		24,171,151
Greenhouse - Food Crop
O’Neill, Nebraska2,4,5,7,10		90.97			1,130,575		9,350,000
Greenhouse Total		236.97	#		2,052,822	$	65,478,180
Total Portfolio (Real Estate Owned)						$	83,811,728
Mortgage Loan9						$	597,000
Mortgage Loan8							960,000
Impairment							35,316,251
Depreciation and Amortization							7,550,909
Net Book Value Net of Impairment, Depreciation and Amortization						$	42,501,568

The following table is a summary of our properties as of June 30, 2025:

	1	Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet
Property Type/Name		Acres		Size1		Gross Book Value2
	2	Security for the Greenhouse Loan which is in default at 3/31/25 (see Subsequent Events)
Railroad Property
	3	Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs
P&WV - Norfolk Southern					112 miles	$	9,150,000
	4	Property is vacant
Solar Farm Land
	5	Tenant is not current on rent/in default
California
	6	An impairment has been taken against this asset
PWRS			447		82		9,183,548
	7	Asset held for sale
Solar Total			447		82	$	9,183,548
	8	Loan secured by a first mortgage (Ordway Properties) sold on January 8, 2024 and is security for the Greenhouse Loan at 3/31/25 (see Subsequent Events)
Greenhouse - Cannabis
	9	Loan secured by a second mortgage (Maine property) sold on October 30, 2023
Ordway, Colorado
	10	No longer owned by the Trust as of the date of this filing. This property was transferred to the lender under the Greenhouse Loan pursuant to a settlement agreement entered into April 11, 2025.
Maverick 1 5,6			5.20		17,368		1,594,582
Maverick 143,5,6			5.54		26,940		1,908,400
Tamarack 73,5			4.32		18,000		1,364,585
Tamarack 7 (MIP)4,5							636,351
Tamarack 193,5,6			2.11		18,528		1,311,116
Tamarack 8 - Apotheke 4,5			4.31		21,548		2,061,542
Tamarack 35,6			2.20		24,512		2,080,414
Tamarack 27 and 283,5,6			4.00		38,440		1,872,340
Maverick 5 - Jacksons Farms 4,5			5.20		15,000		1,358,634
Tamarack 4 and 53,5,6			4.41		26,076		2,239,870
Walsenburg, Colorado 3,5,6			35.00		74,800		4,219,170
Desert Hot Springs, California3,5,6			0.85		35,505		7,685,000
Vinita, Oklahoma3,5,6			9.35		40,000		2,593,313
Greenhouse Total			82.49		356,717	$	30,925,317
Total Portfolio (Real Estate Owned)						$	49,258,865
Mortgage Loan						$	597,000
Mortgage Loan							930,198
Mortgage Loan							105,000
Impairment							20,612,497
Depreciation and Amortization							5,006,656
Net Book Value Net of Impairment, Depreciation and Amortization						$	25,271,910

Critical Accounting Estimates

¹	Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet
²	Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements costs
³	Property is vacant
⁴	Tenant is not current on rent/in default
⁵	An impairment has been taken against this asset
⁶	Asset held for sale

~~The consolidated financial statements are prepared~~Critical inAccounting conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2024 10-K.Estimates

25The consolidated financial statements are prepared in conformity with accounting principles and generally accepted in the United States of America (“GAAP”), which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2024 10-K.

~~Results of Operations~~25

~~Three~~Results of ~~Months Ended March 31, 2025 and 2024~~Operations

~~Revenue during the~~Three ~~three~~Months ~~months~~Ended ~~ended~~June ~~March 31~~30, 2025 and 2024 was $485,794 and $534,612, respectively. Revenue during the three months ended March 31, 2025, consisted of revenue from lease income from direct financing lease of $228,750, total rental income of $210,779, and other income of $46,265. The decrease in total revenue was primarily related to a $49,860 decrease in rental income from the cannabis tenants due to defaulted leases related to the challenges within the cannabis industry and an increase in other income of $1,042. Expenses for the three months ended March 31, 2025 compared to 2024 decreased by $1,136,168 primarily due to no impairment expense in 2025 and a decrease in depreciation expense of $485,495 as several properties are considered held for sale. The difference is also due to a decrease in general and administrative expenses of $126,725 and a decrease in interest expense of $16,254 offset by an increase of property expense of $34,520, an increase of property tax of $7,343. Other income decreased by $394,394 due to no gain on sale on the disposal of the one property in the first quarter of 2025. Net loss attributable to common shares during the three months ended March 31, 2025 and 2024 was 1,576,319 and $2,240,205, respectively. Net loss attributable to common shares decreased by $663,886.

~~Liquidity~~Revenue during the three months ended June 30, 2025 and ~~Capital~~2024 was $506,783 and $519,349, respectively. Revenue during the three months ended ~~Resources~~June 30, 2025, consisted of revenue from lease income from direct financing lease of $228,750, rental income of $236,139, and other income of $41,894. The decrease in total revenue was primarily related to a $18,926 decrease in interest income offset by an increase of rental income of $6,360 due to new cannabis tenants. Expenses for the three months ended June 30, 2025 compared to the same period in 2024 decreased by $18,410,419, primarily due to a substantial lower impairment expense in 2025 of $17,435,824, decreased property expenses of $269,665, and a decrease in depreciation expense of $163,127 as several properties are considered held for sale. The difference is also due to a decrease in general and administrative expenses of $18,101 offset by an increase of property tax expense of $48,733. Other income increased by $1,068,229 primarily due to the gain on extinguishment of debt of $1,092,670 offset by a loss on the sale of a property of $7,628. Net income attributable to common shares during the three months ended June 30, 2025 was $157,706 compared to a net loss of $19,308,376 for the three months ended June 30, 2024, an increase of $19,466,082.

~~Our cash and cash equivalents and~~Six ~~restricted~~Months ~~cash~~Ended ~~totaled~~June $230,~~033,211~~ ~~as of March 31,~~ 2025, ~~a decrease of $198,375 from December 31, 2024. During the three months ended March 31, 2025~~ and 2024, cash used in operating activities was $436,648 and $402,163, respectively. The increase is due to changes in operating assets and liabilities in the current period. Cash provided by investing a smaller net loss in 2025, offset by reduced non-cash expenses of depreciation and impairment. Investing activities during the three months ended March 31, 2025 and 2024 were $92,260 and $795,642, respectively. The difference is due to reduced proceeds from property sales and a new investment in marketable securities. Cash provided by financing activities during the three months ended March 31, 2025 was $146,013 and cash used by financing activities during the three months ended March 31, 2025 was $76,575, respectively. The difference is due to new debt proceeds in 2025 offset by higher principal payments on the Greenhouse Loan. offset by new debt proceeds in 2025. Of the total amount of cash as of March 31, 2025, approximately $2 million is non-restricted cash available for general corporate purposes and approximately $14,000 is restricted cash related to the Greenhouse Loan.

~~Our~~Revenue during ~~current~~the ~~loan~~six ~~liabilities~~months ~~totaled approximately~~ended June 30, 2025 and 2024 was $18992,577 and $1,053,961, respectively.4 ~~million~~Revenue asduring ofthe ~~March~~six 31months ended June 30, 2025., ~~The~~consisted ~~current~~of ~~loan~~revenue ~~liabilities~~from ~~include~~lease ~~approximately~~income from direct financing lease of $~~17.6~~457,500, ~~million~~rental income of ~~the~~$446,918, ~~Greenhouse~~and other ~~Loan~~income of $88,159. The decrease in total revenue was primarily related to a ~~bank~~$43,500 ~~loan~~decrease ~~secured~~in byrental ~~most~~income offrom the ~~Greenhouse~~cannabis tenants ~~Portfolio~~due ~~and~~to ~~which~~defaulted ~~was~~leases inrelated ~~default~~to the challenges within the cannabis industry and ~~non-recourse~~decrease toin ~~us.~~other ~~Effective~~income ~~April~~of 11$17,884. ~~2025,~~Expenses wefor ~~entered~~the ~~into~~six amonths ~~settlement~~ended ~~agreement~~June ~~with~~30, ~~the~~2025 ~~lender~~compared ~~under~~to the ~~Greenhouse~~same ~~Loan.~~period ~~See~~in ~~“Settlement~~2024 ofdecreased ~~Greenhouse Loan”,~~by ~~above~~$19,546,587 ~~for~~primarily ~~more~~due ~~information.~~to Wea substantial ~~are~~lower ~~not~~impairment ~~current~~expense onin ~~payment~~2025 of ~~property~~$17,985,381, ~~taxes~~decreased ~~for~~property ~~the~~expenses ~~Greenhouse~~of ~~Portfolio.~~$235,145, ~~These~~and ~~taxes are~~a ~~included~~decrease onin ~~the~~depreciation expense ~~Balance~~of ~~Sheet~~$648,622 as ~~accrued~~several ~~expenses~~properties ~~and~~are ~~liabilities~~considered held for sale. ~~for~~The ~~approximately~~difference ~~$1,175,000.~~is Ofalso ~~this~~due ~~amount,~~to a decrease in general and ~~approximately~~administrative expenses of $~~178~~144,~~000~~826 ~~relates~~and toa ~~the~~decrease ~~Michigan~~in ~~and~~interest ~~Nebraska~~expense ~~properties~~of ~~and~~$588,689 ~~the~~offset ~~balance~~by ~~relates~~an toincrease ~~properties~~of ~~that~~property ~~will~~tax beexpense ~~retained~~of $56,076. Other income increased by ~~our~~$644,765 ~~subsidiaries~~primarily ~~after~~due to the ~~resolution~~gain on extinguishment of ~~the~~debt ~~Greenhouse~~of ~~Loan.~~$1,092,670 Ifoffset by a loss of the sale of a property ~~taxes~~of ~~remain~~$402,022 ~~delinquent~~and an unrealized loss on marketable securities of $45,883. ~~the~~Net loss attributable to common ~~Greenhouse~~shares ~~Portfolio~~during ~~will~~the besix ~~subject~~months toended ~~tax~~June ~~foreclosure~~30, ~~actions~~2025 ~~starting~~and in2024 ~~the~~was ~~first~~1,418,613 ~~quarter~~and $21,548,581, respectively, a decrease of ~~2026~~$20,129,968.

~~On a consolidated basis, our current liabilities far~~Liquidity exceed current assets as of March 31, 2025. Effective April 11, 2025, we entered into a settlement agreement with the lender under the Greenhouse Loan. See “Settlement of Greenhouse Loan,” above, for more information. Following the resolution of the Greenhouse Loan, our management believes that the going concern doubt discussed in our 2024 10-K and ~~previous~~Capital ~~quarterly~~Resources ~~reports on Form 10-Q has been alleviated, and that our non-restricted cash should provide greater than twelve months of liquidity for our capital needs.~~

~~The~~Our cash ~~transaction~~and ~~related~~cash toequivalents ~~the~~totaled ~~Greenhouse~~$1,481,349 ~~Loan~~as ~~closed~~of June 30, 2025, a decrease of $750,237 from December 31, 2024. During the six months onended ~~April~~June 1130, 2025 and ~~will~~2024, ~~result~~cash used in ~~the~~operating ~~write-off~~activities ofwas ~~the~~$677,137 ~~Nebraska~~ and ~~Michigan~~$943,652, ~~properties~~respectively. The decrease in cash used is primarily due to a smaller net loss in 2025, ~~along~~as ~~with~~well ~~the~~as ~~remaining~~favorable ~~balance~~changes ofin ~~the~~working ~~Greenhouse~~capital, including a decrease in prepaid expense ~~Loan~~and an increase in accrued expenses. ItThis ~~will~~is ~~also~~partially ~~relieve~~offset ~~the~~by ~~ongoing~~lower ~~costs~~non-cash ~~associated~~expenses, ~~with~~including ~~maintaining~~depreciation, impairment expense and share-based compensation. Investing activities during for the ~~Nebraska~~six months ended June 30, 2025 and ~~Michigan~~2024 ~~properties.~~were ~~Power~~$9,822 ~~REIT~~and ~~will~~$870,642, ~~continue~~respectively. toThe ~~seek~~decrease is mainly due to ~~realize~~lower ~~value~~proceeds from property sales and a new investment in marketable securities in 2025. Cash used in financing activities during the ~~retained~~six ~~assets~~months ~~and is~~ended ~~exploring~~June a30, ~~shift~~2025 was $82,922, compared to $1,096,246 in ~~focus~~the ~~and~~prior year. The difference is ~~evaluating~~due ~~real~~to ~~estate~~lower ~~distressed~~principal ~~situations including~~payments ~~properties~~on long-term debt, ~~loans~~partially ~~and~~offset ~~companies~~by ~~(see~~new ~~Subsequent~~debt ~~Events)~~proceeds in 2025.

~~In the~~Our ~~quarter~~current ~~ended~~loan ~~March~~liabilities ~~31,~~totaled ~~2024, we sold three four properties. The sale of the Salisbury, MA property in January 2024 yielded net proceeds of~~ approximately $~~662~~738,000 as of ~~unrestricted~~June ~~cash and eliminated approximately $504~~30,~~000~~ ~~of debt~~2025. We ~~sold~~are ~~two~~not ~~greenhouse properties~~current inon apayment ~~transaction that produced approximately $53,000~~ of ~~restricted~~property ~~cash~~taxes atfor ~~closing and we provided seller financing in~~ the Greenhouse ~~amount~~Portfolio. ofThese ~~$1,005,000~~taxes ~~which~~are ~~generated~~included ~~approximately~~on ~~$99,000 of restricted cash from~~ the ~~debt~~Balance ~~service~~Sheet ~~related~~as ~~thereto.~~accrued ~~During~~expenses ~~the remainder~~and ofliabilities ~~2024,~~held wefor ~~generated~~sale anfor ~~additional~~ approximately $~~246~~1,119,000. ofIf ~~restricted cash from~~ the ~~debt~~property ~~service~~taxes ~~related~~remain todelinquent, the ~~seller financing~~Greenhouse ~~and~~Portfolio ~~sold~~will ~~one~~be ~~greenhouse~~subject ~~property~~to intax aforeclosure ~~transaction~~actions ~~that~~starting ~~produced approximately $51,000 with~~ in the ~~net~~first ~~proceeds~~quarter ~~used~~of ~~to service the Greenhouse Loan~~2026.

We sold one greenhouse property in a transaction that produced approximately $51,000 with the net proceeds used to service the Greenhouse Loan. We sold two greenhouse properties in a transaction that produced approximately $53,000 of restricted cash at closing and we provided seller financing in the amount of $1,005,000 which generated approximately $99,000 of restricted cash from the debt service related thereto. During the remainder of 2024, we generated an additional approximately $246,000 of restricted cash from the debt service related to the seller financing and during 2024. 26

~~In the quarter~~Effective ~~ended~~April ~~March 31~~11, 2025, we ~~generated~~entered ~~approximately~~into ~~$73,000~~a ofsettlement ~~restricted~~agreement ~~cash~~with ~~from~~the ~~debt~~lender ~~service~~under ~~related~~the toGreenhouse ~~the~~Loan ~~seller~~that ~~financing~~resulted ~~provided~~ in ~~2024~~the write-off of the Nebraska and weMichigan ~~sold~~properties, ~~one~~along ~~property~~with inthe aremaining balance of the Greenhouse Loan. The transaction ~~that~~also ~~produced~~relieves ~~approximately~~the ~~$132,000~~ongoing ofcosts ~~net~~associated with ~~proceeds~~maintaining ~~that~~the ~~was~~Nebraska ~~used~~and toMichigan ~~service~~properties. Following the resolution of the Greenhouse Loan., ~~The~~our ~~seller~~management ~~financing~~believes ~~provided~~that the going concern doubt in our 2024 ~~has~~10-K aand ~~remaining~~previous ~~balance~~quarterly ofreports ~~$960~~on Form 10-Q has been alleviated,~~000~~ asand that our cash should provide greater than twelve months of ~~March~~liquidity ~~31,2025~~for our capital needs.

26Power REIT will continue to seek to realize value from the retained assets and is exploring a shift in focus and is evaluating real estate distressed situations including properties, loans and companies.

~~Our cash outlays at Power REIT~~During ~~(parent~~the ~~company)~~six ~~consist~~months ~~principally~~ended ofJune ~~professional fees~~30, ~~consultant fees~~2025, ~~NYSE~~we ~~American~~generated ~~listing~~approximately ~~fees~~$56,000 ~~legal,~~of ~~insurance, shareholder~~cash ~~service~~from ~~company~~debt ~~fees,~~service ~~auditing costs and general and administrative expenses. Our cash outlays~~ related to ~~our~~the ~~various~~seller financing ~~property-owning~~provided ~~subsidiaries~~in ~~consist~~2024 ~~principally of principal~~ and ~~interest~~we ~~expense~~sold ontwo ~~debts~~properties, ~~property~~one ~~maintenance,~~of ~~property~~which ~~taxes, insurance,~~produced ~~legal~~another asseller ~~well~~finance asagreement ~~other~~for ~~property~~$105,000, ~~related~~which ~~expenses that are not covered by tenants. To the extent we need to raise~~amortizes ~~additional~~over ~~capital~~a to60- ~~meet~~month ~~our~~period ~~obligations,~~at ~~there~~an ~~can~~interest berate noof ~~assurance~~11% ~~that~~per ~~financing on favorable terms will be available when needed~~annum. ~~Although~~The weseller ~~entered~~financing ~~into~~agreements ~~the~~have ~~Sales~~a ~~Agreement~~combined ~~the~~remaining ~~rules~~balance of ~~the SEC and NYSE American place limits on the number and dollar~~$1,632,198 ~~amount~~as of ~~securities~~June ~~that may be sold. There can be no assurances that we will be able to raise the funds needed. If we are unable to sell certain assets when anticipated at prices anticipated~~30, ~~we may not have sufficient cash to fund operations and commitments~~2025.

~~FUNDS~~Our cash ~~FROM~~outlays ~~OPERATIONS~~at –Power ~~NON~~REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal, insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our various property-~~GAAP~~owning ~~FINANCIAL~~subsidiaries ~~MEASURES~~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 we need to raise additional capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. Although we entered into the Sales Agreement the rules of the SEC and NYSE American place limits on the number and dollar amount of securities that may be sold. There can be no assurances that we will be able to raise the funds needed. If we are unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments beyond the next twelve months.

~~We assess and measure our overall~~FUNDS ~~operating~~FROM ~~results~~OPERATIONS ~~based~~– ~~upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which our management believes to be a useful indicator of our operating performance. Core FFO is a non~~NON-GAAP ~~financial~~FINANCIAL measure. Core FFO should not be construed as a substitute for net income (loss) (as determined in accordance with GAAP) for the purpose of analyzing our operating performance or financial position, as Core FFO is not defined by GAAP. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure.MEASURES

~~Our management believes that Core~~We ~~FFO~~assess isand ~~a useful supplemental~~ measure of our overall operating ~~performance.~~results ~~Our~~based ~~management~~upon ~~believes~~an ~~that~~industry ~~alternative~~performance ~~measures~~measure ofreferred ~~performance, such~~to as ~~net~~Core ~~income computed under GAAP, or~~ Funds From Operations ~~computed in accordance with the definition used by the National~~ ~~Association of Real Estate Investment Trusts~~ (“~~NAREIT~~Core FFO”), ~~include~~which ~~certain financial items that are not indicative of the results provided by~~ our ~~asset~~management ~~portfolio~~believes ~~and~~to ~~inappropriately~~be ~~affect~~a ~~the~~useful ~~comparability~~indicator of our ~~period-over-period~~operating performance. ~~These items~~Core ~~include~~FFO ~~non-recurring~~is ~~expenses,~~a ~~such as one~~non-~~time upfront acquisition expenses that are not capitalized under ASC-805 and~~GAAP ~~certain~~financial ~~non-cash expenses, including stock-based compensation expense, amortization and certain up front financing costs~~measure. ~~Therefore, management uses~~ Core FFO ~~and~~should ~~defines~~not itbe construed as ~~net~~a ~~income~~substitute ~~excluding~~for ~~such~~net ~~items.~~income We(loss) ~~believe~~(as ~~that~~determined ~~Core~~in ~~FFO~~accordance iswith aGAAP) ~~useful supplemental measure~~ for the ~~investing~~purpose ~~community~~of toanalyzing ~~employ,~~our ~~including~~operating ~~when~~performance ~~comparing~~or usfinancial toposition, ~~other~~as ~~REITs that disclose similarly computed~~ Core FFO ~~figures,~~ ~~and~~is ~~when~~not ~~analyzing~~defined ~~changes~~by ~~in our performance over time~~GAAP. ~~Readers~~The ~~are~~following ~~cautioned~~is ~~that~~a ~~other~~definition of ~~REITs~~this ~~may~~measure, ~~use~~an ~~different adjustments~~explanation as to ~~their~~why ~~GAAP~~we ~~financial~~present ~~measures~~it ~~than~~and, weat ~~use,~~the ~~and~~end ~~that~~of asthis section, a ~~result,~~reconciliation ~~our~~of Core FFO ~~may not be comparable~~ to the ~~FFO~~most directly ~~measures~~comparable ~~used by other REITs or to other non-~~GAAP ~~or GAAP~~ financial ~~measures used by REITs or other companies~~measure.

AOur management ~~reconciliation~~believes that Core FFO is a useful supplemental measure of our ~~Core~~operating ~~FFO~~performance. toOur management believes that alternative measures of performance, such as net income ~~for~~computed under GAAP, or Funds From Operations computed in accordance with the definition used by the ~~three~~National ~~months~~Association ~~ended~~of ~~March~~Real 31Estate Investment Trusts (“NAREIT”), ~~2025~~include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of our period-over-period performance. These items include non-recurring expenses, such as one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain ~~2024~~non-cash expenses, including share-based compensation expense, amortization and certain up front financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is ~~included~~a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly computed Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the ~~table~~FFO ~~below:~~measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

~~CORE FUNDS FROM OPERATIONS (FFO)~~27

~~(Unaudited)~~A reconciliation of our Core FFO to net income for the six months ended June 30, 2025, and 2024 is included in the table below:

	Three Months ended March 31,
	2025			2024
Revenue	$	485,794		$	534,612
Net Loss	$	(1,413,112	)	$	(2,076,998	)
Stock-Based Compensation		143,213			216,475
Interest Expense - Amortization of Debt Costs		7,847			7,877
Amortization of Intangible Lease Asset		56,872			56,872
Depreciation on Land Improvements		-			488,197
Impairment Expense		-			549,557
Gain on sale of property		-			(394,394	)
Core FFO Available to Preferred and Common Stock		(1,205,180	)		(1,152,414	)
Preferred Stock Dividends		(163,207	)		(163,207	)
Core FFO Available to Common Shares	$	(1,368,387	)	$	(1,315,621	)
Weighted Average Shares Outstanding (basic)		3,389,661			3,389,661
Core FFO per Common Share		(0.40	)		(0.39	)

CORE FUNDS FROM OPERATIONS (FFO)

(Unaudited)

	Three Months ended June 30,						Six Months ending June 30,
	2025			2024			2025			2024
Revenue	$	506,783		$	519,349		$	992,577		$	1,053,961

Net Income (Loss)	$	320,913		$	(19,145,169	)	$	(1,092,199	)	$	(21,222,167	)
Share-Based Compensation		143,211			190,676			286,424			407,151
Interest Expense - Amortization of Debt Costs		7,848			7,819			15,695			15,696
Amortization of Intangible Lease Asset		56,872			56,872			113,744			113,744
Depreciation on Land Improvements		20,283			183,410			22,985			671,607
Impairment Expense		13,600			17,449,424			13,600			17,998,981
Loss (gain) on sale of property		7,628			-			7,628			(394,394	)
Core FFO Available to Preferred and Common Shares		570,355			(1,256,968	)		(632,123	)		(2,409,382	)

Preferred Stock Dividends		(163,207	)		(163,207	)		(326,414	)		(326,414	)

Core FFO Available to Common Shares	$	407,148		$	(1,420,175	)	$	(958,537	)	$	(2,735,796	)

Weighted Average Shares Outstanding (basic)		3,389,661			3,389,661			3,389,661			3,389,661

Core FFO per Common Share		0.12			(0.42	)		(0.28	)		(0.81	)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) (to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with ~~U.S.~~ ~~generally accepted accounting principles~~GAAP. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

During the quarter ended ~~March~~June 3130, 2025, we analyzed accounting policies and procedures. In addition, management concluded that material weaknesses ~~previously~~ previously disclosed in the 2024 10-K regarding accounting for complex transactions still exist and that such controls are not effective. ~~These~~ These material weaknesses could result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected.

27Remediation Plan

~~Remediation~~To address ~~Plan~~the material weakness described above, we engaged an independent third party to enhance our analysis of accounting policies.

~~To address the material weakness described above, we engaged an independent third party to enhance our analysis of accounting policies.~~28

Limitations on the Effectiveness of Controls.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Trust have been detected. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

Our management assessed the effectiveness of the design and operation of our disclosure controls and procedures. Based on our evaluation, we have concluded that the historical treatment of our Series A Preferred ~~Shares~~Stock and the requirement for the restatement thereof, represents a ~~Material~~material ~~Weakness~~weakness in our procedures and internal controls over financial reporting and that we had ineffective disclosure ~~Disclosure~~control ~~Control~~ and ~~Procedures~~procedures related thereto. This ~~Material~~material ~~Weakness~~ weakness relates to the accounting treatment of complex transactions. As part of our process related to the treatment of the Series A Preferred ~~Shares~~ Stock, itwet retained a third-party consultant that specializes in accounting treatment and SEC reporting.

Changes in Internal Control over Financial Reporting:

Other than as discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended ~~March~~June 3130, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, the subject of claims and suits arising out of matters related to our business. In general, litigation claims can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. It is not possible to predict the final resolution of the current litigation to which we are party to, and the impact of certain of these matters on our business, results of operations, and financial condition could be material. Regardless of the outcome, litigation has adversely impacted our business because of defense costs, diversion of management resources and other factors.

~~On March 13, 2024, East West Bank (“EWB”)~~Item initiated a complaint in the Superior Court of California, County of Los Angeles (Case 24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC1A. ~~The~~Risk ~~litigation relates to a loan secured by various properties held by PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint~~Factors. The complaint is seeking (i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the original forbearance agreement was September 30, 2024. On September 30, 2024, we entered into an amendment to the forbearance agreement which moved the expiration of the forbearance agreement to January 31, 2025. As of March 31, 2025, the forbearance agreement has terminated and the greenhouse portfolio is subject to foreclosure. Effective April 11, 2025, we, through subsidiaries, resolved issues related to the Greenhouse Loan and the litigation related thereto (see Subsequent Events).

28Our results of operations and financial condition are subject to numerous risks and uncertainties as described in the 2024 10-K, which risk factors are incorporated herein by reference. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the 2024 10-K. You should carefully consider the risks set forth in the 2024 10-K and the following risks, together with all the other information in this Report, including our consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in the 2024 10-K.

~~On February 6, 2025, our wholly owned subsidiary,~~We PWhave COidentified ~~CanRE~~material ~~JKL~~weaknesses ~~LLC received a Final Order and Entry of Judgement~~ in ~~favor~~our ofinternal PWcontrols, ~~CO CanRE JKL LLC against the former tenant~~ and ~~guarantors of~~we ~~the~~cannot ~~lease~~provide inassurances ~~the~~that ~~amount~~these ofmaterial ~~$10,988,749.~~weaknesses ~~The~~will ~~ruling eliminated claims by the former tenant against PW CO CanRE JKL LLC. We are~~be ~~evaluating~~effectively ~~the~~remediated ~~potential~~or tothat ~~collect~~additional ~~against~~weaknesses ~~this litigation for this Judgement, but~~ will ~~treat~~not ~~any~~occur ~~recovery~~in onthe ~~a cash basis for accounting purposes~~future.

~~Item~~Our management 1Ais responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange Act. ~~Risk~~We ~~Factors~~identified a material weakness in our controls relating to accounting for complex transactions which has not been remediated as of June 30, 2025. Specifically, our Series A Preferred Stock was historically classified as mezzanine equity instead of being classified as equity.

~~Our~~While we ~~results~~have ofhired ~~operations~~outside ~~and~~consultants ~~financial condition are subject~~ to ~~numerous~~aid ~~risks~~in ~~and~~our ~~uncertainties~~accounting asfor ~~described~~complex intransactions ~~the~~and ~~2024~~plan ~~10-K,~~to ~~which~~take ~~risk~~remedial ~~factors~~action ~~are~~to ~~incorporated~~address ~~herein~~the bymaterial ~~reference.~~weakness ~~The~~in ~~following~~our ~~information~~internal ~~updates~~controls, ~~and~~we ~~should~~cannot beprovide ~~read~~any inassurance ~~conjunction~~that ~~with,~~such ~~the~~remedial ~~information disclosed~~measures, inor ~~Part~~any I,other ~~Item~~remedial ~~1A,~~measures ~~“Risk~~we ~~Factors~~take,” will ~~contained~~be ineffective. ~~the~~In ~~2024~~addition, ~~10-K.~~a ~~You should~~material ~~carefully~~weakness ~~consider~~will ~~the~~not ~~risks~~be ~~set~~considered ~~forth~~remediated inuntil the ~~2024~~applicable ~~10-K~~controls ~~and~~operate ~~the~~for ~~following~~a ~~risks,~~sufficient period ~~together~~of ~~with~~time ~~all~~and ~~the~~management ~~other~~has ~~information~~concluded, inthrough ~~this Report~~testing, ~~including~~that ~~our~~these ~~consolidated~~controls ~~financial~~are ~~statements~~designed and ~~notes~~operate ~~thereto~~effectively. IfAlthough ~~any~~management believes ofthat the ~~risks~~material ~~actually~~weakness ~~materialize,~~in our ~~operating results~~internal controls will be remediated, ~~financial~~there ~~condition~~can ~~and~~be ~~liquidity~~no ~~could~~assurance that the deficiencies will be ~~materially~~remediated ~~adversely~~in ~~affected.~~the ~~Except~~near asfuture ~~disclosed~~or ~~below~~that the internal control over financial reporting, ~~there~~as ~~have~~modified, ~~been~~will noenable ~~material~~us to identify or avoid ~~changes~~material ~~from~~weaknesses ~~the~~in ~~risk~~our ~~factors~~internal ~~disclosed~~controls in the ~~2024 10-K~~future.

~~We have incurred a loss for the three months ended March 31, 2025 and may be unable to generate sufficient revenue to cover expenses or generate net income.~~29

~~For~~As ~~the~~a ~~three~~result ~~months~~of ~~ended~~our ~~March 31,~~failure ~~2025~~to maintain an effective system of internal control over financial reporting, we ~~had~~may anot ~~net~~be ~~loss~~able ~~attributable~~ to ~~common~~accurately report ~~shareholders~~our offinancial $1results or prevent fraud.~~58 million.~~ ~~There~~As ~~can~~a ~~be no~~result, ~~assurance~~security ~~that~~holders wecould ~~will~~lose beconfidence ~~able~~in toour ~~generate~~financial ~~sufficient~~and ~~revenue~~other topublic reporting, ~~pay~~which would harm our ~~expenses~~business orand ~~generate~~the ~~net~~trading ~~income~~price of our common shares.

WeEffective ~~have~~internal ~~identified~~control ~~material~~over ~~weaknesses~~financial inreporting ~~our~~is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Our failure to maintain an effective system of internal controls, and weany ~~cannot~~failure by ~~provide~~us ~~assurances~~to implement required new or improved internal controls or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition, any testing by us, as and when required, conducted in connection with Section 404 of the Sarbanes-Oxley Act, or Section 404, or any subsequent testing by our independent registered public accounting firm, as and when required, may reveal deficiencies in our internal control over financial reporting that ~~these~~are deemed to be material weaknesses ~~will~~or bethat ~~effectively~~may ~~remediated~~require prospective or ~~that~~retroactive ~~additional~~changes ~~weaknesses~~to ~~will~~our financial statements or identify other areas for further attention or improvement. As a growing company, implementing and maintaining effective controls may require more resources, and we may encounter internal control integration difficulties. Our failure to maintain effective internal controls over financial reporting, may result in us not ~~occur~~being able to accurately report our financial results, detect or prevent fraud, or file our periodic reports in a timely manner, which may, among other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the ~~future~~trading price of our common shares.

~~Our~~The ~~management~~investment portfolio is, ~~responsible for establishing~~ and ~~maintaining adequate internal control over our financial reporting, as defined~~ in ~~Rule 13a- 15(f) under~~ the ~~Exchange~~future ~~Act.~~may Wecontinue ~~identified~~to abe, ~~material~~concentrated ~~weakness~~ in ~~our~~its ~~controls~~exposure ~~relating~~ to ~~accounting~~a ~~for~~relatively ~~complex transactions~~few ~~which~~numbers ~~has not been remedied as~~ of ~~March 31~~investments, ~~2025. Specifically, Preferred~~ ~~Shares~~industries ~~were~~and ~~historically classified as mezzanine equity instead of being classified as equity~~lessees.

~~While we have hired outside consultants to aid in~~Historically, our ~~accounting~~revenue ~~for~~has ~~complex~~been ~~transactions~~concentrated ~~and plan~~ to take remedial action to address the material weakness in our internal controls, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In addition, a ~~material weakness~~relatively ~~will~~limited ~~not~~number ~~be considered remediated until the applicable controls operate for a sufficient period~~ of ~~time and management has concluded~~investments, ~~through~~ ~~testing,~~industries ~~that these controls are designed~~ and ~~operate effectively~~lessees. ~~Although~~During ~~management believes that~~ the ~~material~~six ~~weakness~~months inended ~~our~~June ~~internal~~30, ~~controls will be remediated~~2025, ~~there~~we ~~can~~collected beapproximately no95% ~~assurance~~of ~~that~~our ~~the~~consolidated ~~deficiencies~~revenue ~~will~~from betwo ~~remediated~~properties. inThe ~~the~~tenants ~~near~~were ~~future or that~~NSC ~~the~~and ~~internal~~Regulus ~~control over financial reporting~~Solar, asLLC ~~modified,~~which ~~will~~represent ~~enable~~51% usand to44% ~~identify~~of orconsolidated ~~avoid~~revenue ~~material weaknesses in our internal controls in the future~~respectively.

29We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue to concentrate our investment activities in the CEA and cannabis sectors, which subjects us to more risks than if we were diversified across many sectors. At times, the performance of the CEA and infrastructure sectors may lag the performance of other sectors or the broader market as a whole.

AsIf our aacquisitions ~~result~~or of our ~~failure~~overall tobusiness ~~maintain~~performance anfail ~~effective system~~to ofmeet ~~internal control over financial reporting~~expectations, wethe ~~may~~amount ~~not~~of becash ~~able~~available to ~~accurately~~us ~~report~~to ~~our~~pay ~~financial~~dividends ~~results or prevent fraud. As~~may adecrease ~~result,~~and ~~security~~we ~~holders~~ could ~~lose~~default ~~confidence~~on in our ~~financial and other public reporting~~loans, which ~~would~~are ~~harm~~secured ~~our~~by ~~business~~collateral ~~and~~in ~~the trading price of~~ our ~~common~~properties ~~stock~~and assets.

~~Effective internal control over financial reporting~~We ismay ~~necessary~~not ~~for~~be usable to ~~provide~~achieve ~~reliable~~operating ~~financial~~results ~~reports~~that ~~and,~~will ~~together~~allow ~~with~~us ~~adequate~~to ~~disclosure~~pay ~~controls~~dividends ~~and~~at ~~procedures,~~a isspecific ~~designed to~~level ~~prevent~~or ~~fraud. Our failure~~ to ~~maintain~~increase anthe ~~effective~~amount ~~system~~ of ~~internal controls, and any failure by us to implement required new or~~these ~~improved~~dividends ~~internal~~from ~~controls~~time ~~or difficulties encountered in their implementation, could cause us~~ to ~~fail to meet our reporting obligations~~time. In ~~addition~~Also, ~~any~~restrictions ~~testing by us, as~~ and ~~when~~provisions ~~required, conducted~~ in ~~connection~~any ~~with~~credit ~~Section~~facilities ~~404~~we ofenter ~~the~~into ~~Sarbanes-Oxley Act,~~ or ~~Section 404, or~~ any ~~subsequent~~debt ~~testing~~securities bywe ~~our independent registered public accounting firm, as and when required,~~ issue may ~~reveal~~limit ~~deficiencies in~~ our ~~internal control~~ability ~~over~~to ~~financial~~pay ~~reporting~~dividends. ~~that~~We ~~are~~cannot ~~deemed~~assure toyou ~~be material weaknesses or~~ that ~~may~~you ~~require~~will ~~prospective~~receive ordividends ~~retroactive~~at ~~changes~~a toparticular ~~our financial~~time, ~~statements~~ or ~~identify~~at ~~other areas for further attention or improvement. As~~ a ~~growing company, implementing and maintaining~~particular ~~effective controls may require more resources~~level, and we may encounter internal control integration difficulties. Our failure to maintain effective internal controls over financial reporting, may result in us not being able to accurately report our financial results, detect or ~~prevent~~at fraud, or file our periodic reports in a timely manner, which may, among other adverse consequences, cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common stockall.

~~The~~Unfortunately, our ~~investment~~tenants ~~portfolio~~related to the Greenhouse Portfolio have failed to perform on their lease obligations which has created a significant liquidity ~~is,~~issue ~~and~~related to this portfolio of assets. A portion of the properties included in the ~~future~~Greenhouse ~~may~~Portfolio ~~continue~~secure the Greenhouse Loan which was non-recourse to beus and the lender under the Greenhouse Loan has liens against such properties. On April 11, ~~concentrated~~2025, inPower REIT resolved issues with its ~~exposure~~lender toconcerning athe ~~relatively~~Greenhouse ~~few~~Loan ~~numbers~~by providing deeds-in-lieu of ~~investments~~foreclosure for greenhouse properties in Michigan and Nebraska. In return, ~~industries~~the lender released the remaining collateral back to subsidiaries of Power REIT and ~~lessees~~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.

Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the three months ended March 31, 2025, we collected approximately 98% of our consolidated revenue from two properties. The tenants were Norfolk Southern Railway and Regulus Solar, LLC which represent 52% and 46% of consolidated revenue respectively.30

~~We are exposed to risks inherent in this sort of investment~~PW ~~concentration.~~Regulus ~~Financial~~Solar, ~~difficulty~~LLC or(“PWRS”), ~~poor~~one ~~business performance on the part~~ of ~~any~~our ~~single~~subsidiaries, ~~lessee~~entered orinto a ~~default~~loan onagreement ~~any single lease will expose us to a greater risk of loss than would be~~ (the ~~case~~“2015 ifPWRS weLoan ~~were more diversified and holding numerous investments, and the underperformance~~Agreement”) orthat is non-~~performance~~recourse ofto ~~any~~us ~~of its assets may severely adversely affect our financial condition~~ and ~~results~~secured ~~from~~by ~~operations.~~all ~~Our lessees could seek the protection~~ of ~~bankruptcy,~~PWRS’ ~~insolvency~~interest ~~or similar laws, which could result~~ in the ~~rejection~~land and ~~termination of our lease agreements and could cause a reduction in our cash flows~~intangibles. ~~Furthermore,~~As weof ~~may~~June ~~continue to concentrate our investment activities in the CEA and cannabis sectors~~30, ~~which subjects us to more risks than if we were diversified across many sectors. At times~~2025, the ~~performance~~balance ofunder the ~~CEA~~2015 ~~and~~PWRS ~~infrastructure~~Loan ~~sectors~~Agreement ~~may~~was ~~lag~~approximately ~~the~~$6,304,000 ~~performance~~(net of ~~other~~unamortized ~~sectors~~debt orcosts ~~the~~of ~~broader~~approximately ~~market as a whole~~$202,000).

IfPittsburgh & ~~our~~West ~~acquisitions or~~Virginia Railroad (“PWV”), one of our ~~overall~~subsidiaries, ~~business~~entered ~~performance~~into ~~fail~~a toLoan ~~meet~~Agreement ~~expectations,~~in the amount of ~~cash~~$15,500,000 that ~~available~~is tonon-recourse us to ~~pay~~Power ~~dividends~~REIT ~~may~~and ~~decrease~~secured ~~and~~by ~~we could~~our ~~default~~equity oninterest in our ~~loans,~~subsidiary PWV which ~~are~~is ~~secured~~pledged byas collateral. inThe ~~our~~balance of ~~properties~~the ~~and~~loan ~~assets~~as of June 30, 2025 is $14,088,000 (net of approximately $262,000 of capitalized debt costs).

We ~~may not be able to achieve operating results that~~ ~~will~~have ~~allow~~substantial usdebt toand ~~pay~~preferred ~~dividends~~shares atoutstanding awith ~~specific~~substantial ~~level~~liquidation ~~or to increase the amount of these dividends from time to time. Also~~preference, ~~restrictions and~~which ~~provisions~~could inadversely ~~any~~affect ~~credit facilities we enter into or any debt securities we issue may limit~~ our ~~ability to pay dividends. We cannot~~overall ~~assure~~financial ~~you~~health ~~that~~and ~~you~~our ~~will~~operating ~~receive dividends at a particular time, or at a particular level, or at all~~flexibility.

~~Unfortunately,~~We require ~~our~~cash ~~tenants~~flows ~~related~~ to ~~the~~satisfy ~~Greenhouse~~our ~~Portfolio~~debt ~~have~~service. ~~failed~~These ~~to perform on their lease~~ obligations ~~which~~may ~~has~~prevent ~~created a significant liquidity issue related to this portfolio of assets. A portion of the properties included in the Greenhouse Portfolio secure the Greenhouse Loan which is non-recourse to~~ us ~~and~~from ~~the~~using ~~lender~~our ~~under~~cash ~~the~~flows ~~Greenhouse~~for Loan has liens against such properties. As of March 31, 2025, the balance of the loan was approximately $17,671,000, the loan was in default and such properties were subject to foreclosure. In March 2024, the lender filed a litigation seeking among other ~~things, foreclosure and appointment of a receiver~~purposes. ~~In addition,~~If ~~Maryland law prohibits the payment of dividends if~~ we are unable to ~~pay~~satisfy ~~our~~these ~~debts~~obligations, aswe ~~they~~might ~~come~~default ~~due. A forbearance agreement with the lender for the Greenhouse Loan was effective~~ on ~~May~~our ~~10,~~debt ~~2024,~~ and ~~expired,~~our asfinancial ~~modified,~~condition onand ~~January~~results ~~31,~~of ~~2025~~operations ~~(see~~would ~~Subsequent~~be adversely ~~Events)~~affected.

PWIn an ~~Regulus~~effort ~~Solar,~~to ~~LLC (“PWRS”),~~conserve ~~one~~liquidity ofand ~~our~~create ~~subsidiaries~~financial flexibility, ~~entered~~we ~~into~~have anot ~~loan~~declared ~~agreement~~dividends ~~(the~~on ~~“2015~~our ~~PWRS~~Series ~~Loan~~A ~~Agreement”)~~Preferred ~~that is~~Stock ~~non-recourse~~since tothe usfourth ~~and~~quarter ~~secured~~of by2022. ~~all~~As ofa ~~PWRS’~~result, ~~interest~~unpaid individends increase the ~~land~~liquidation ~~and~~preference ~~intangibles~~for our Series A Preferred Stock. As of ~~March~~June 3130, 2025, the ~~balance~~amount ~~under the~~of ~~2015~~unpaid, ~~PWRS~~undeclared ~~Loan~~dividends ~~Agreement~~on ~~was~~the ~~approximately~~outstanding ~~$6,472,000~~shares ~~(net~~ of ~~unamortized~~Series ~~debt~~A ~~costs~~Preferred ofStock ~~approximately~~is approximately $~~207~~1,795,000).

~~Pittsburgh & West Virginia Railroad~~Since ~~(“PWV”),~~a ~~one~~significant percentage of our ~~subsidiaries,~~assets ~~entered~~are ~~into~~used ato ~~Loan~~secure ~~Agreement~~our indebt, this reduces the amount of ~~$15,500,000~~collateral ~~that~~available isfor ~~non-recourse~~future ~~to Power~~secured ~~REIT~~debt ~~and~~or ~~secured~~credit bysupport ~~our~~and ~~equity~~reduces ~~interest~~our flexibility in ~~our~~how ~~subsidiary~~we ~~PWV~~handle ~~which~~these issecured ~~pledged~~assets. asThis ~~collateral.~~level ~~The~~of debt and related security could ~~balance~~also oflimit ~~the~~our ~~loan~~ability asto ofborrow ~~March~~additional ~~31,~~amounts ~~2025~~for isworking ~~$14~~capital,~~143~~ capital expenditures,~~000~~ ~~(net~~debt service requirements, execution of our ~~approximately~~business ~~$265,000~~strategy or other purposes and could limit our ability to use operating cash flow in other areas of ~~capitalized~~our ~~debt~~business ~~costs)~~because we must dedicate a substantial portion of these funds to service debt.

WeIn ~~have~~addition ~~substantial~~to our current debt, ~~and~~we ~~preferred~~might ~~shares~~incur ~~outstanding~~additional ~~with~~debt ~~substantial~~in ~~liquidation~~the ~~preference~~future in order to finance improvement or development of properties, acquisitions or for other general corporate purposes, which could ~~adversely~~exacerbate ~~affect~~the ~~our~~risks ~~overall~~described above. These consequences could have a material adverse effect on our business, financial ~~health~~condition and ~~our~~results ~~operating~~of ~~flexibility~~operations.

WeThe ~~require~~issuance ~~cash~~of ~~flows~~securities towith ~~satisfy~~claims ~~our~~that ~~debt~~are ~~service.~~senior ~~These~~to ~~obligations~~those ~~may~~of ~~prevent~~our uscommon ~~from~~shares, ~~using~~including our ~~cash~~Series ~~flows~~A ~~for~~Preferred ~~other~~Stock, ~~purposes.~~may Iflimit weor ~~are~~prevent ~~unable~~us tofrom ~~satisfy~~paying ~~these~~dividends ~~obligations,~~on weour ~~might~~common ~~default~~shares. onThere ~~our~~is ~~debt~~no ~~and~~limitation on our ~~financial~~ability ~~condition~~to ~~and~~issue ~~results~~securities ofsenior ~~operations~~to ~~would~~our becommon ~~adversely~~shares ~~affected~~or incur indebtedness.

InOur ancommon ~~effort~~shares toare ~~conserve~~equity ~~liquidity~~interests ~~and~~that ~~create~~rank ~~financial~~junior ~~flexibility,~~to ~~the~~our ~~Trust~~indebtedness ~~has~~and ~~not~~other ~~declared~~non-equity ~~dividends~~claims onwith ~~its~~respect ~~preferred~~to ~~shares~~assets ~~since~~available ~~the~~to ~~fourth~~satisfy ~~quarter~~claims ofagainst ~~2022.~~us, Asand ajunior ~~result,~~to ~~unpaid~~our ~~dividends~~preferred ~~increase~~securities ~~the~~that ~~liquidation~~by ~~preference~~their ~~for~~terms rank senior to our ~~preferred~~common shares in our capital structure, including our Series A Preferred Stock. As of ~~March 31~~June 30, 2025, we had outstanding debt in the principal amount of ~~unpaid~~$20.9 ~~dividends~~million and on$8.5 ~~the~~million ~~outstanding~~(par value) of Series A Preferred Stock. This debt and these preferred securities rank senior to our common shares isin our ~~approximately~~capital $1structure. We expect that in due course we may incur more debt,~~632,000~~ and issue additional preferred securities as we pursue our business strategy.

~~Our~~In ~~obligations~~the ~~arising~~case ~~from~~of ~~our~~ indebtedness, ~~could~~specified ~~have~~amounts ~~other~~of ~~negative~~principal ~~consequences~~and tointerest ~~our~~are ~~shareholders,~~customarily ~~including~~payable on specified due dates. In the ~~acceleration~~case of ~~debt~~ ~~related~~preferred tosecurities, ~~the~~such ~~loan~~as ~~secured~~our bySeries ~~the~~A ~~greenhouse~~Preferred ~~portfolio.~~Stock, ~~Our~~holders ~~failure~~are provided with a senior claim to ~~meet~~distributions, ~~our~~according ~~obligations~~to ~~under~~the specific ~~our~~terms ~~debt~~of the securities. In contrast, wehowever, ~~could~~in ~~lose~~the ~~assets~~case ~~due to~~of ~~foreclosure~~common orshares, ~~sale~~dividends onare ~~unfavorable~~payable ~~terms.~~only ~~Also~~when, as and if declared by our ~~indebtedness~~board of trustees and ~~debt~~depend ~~service~~on, ~~might~~among ~~limit~~other things, our ~~ability~~results toof ~~refinance~~operations, ~~existing~~financial condition, debt service requirements, orobligations to dopay sodistributions atto aholders ~~reasonable~~of ~~cost~~preferred securities, ~~might~~such ~~make~~as usthe ~~more~~Series ~~vulnerable~~A toPreferred ~~adverse~~Stock, ~~economic~~other cash needs and ~~market~~any ~~conditions,~~other factors ~~might~~that ~~limit~~the ~~our~~board ~~ability~~of trustees may deem relevant or that they are required to consider as a matter of law. Incurring additional debt, ~~take~~or ~~advantage~~issuing of ~~opportunities~~additional preferred securities, ~~and~~may ~~might~~limit ~~discourage~~or ~~business~~eliminate ~~partners~~the ~~from~~amounts ~~working~~available ~~with~~to uspay dividends on our Series A Preferred Stock and common shares.

Furthermore, since a significant percentage of our assets are used to secure our debt, this reduces the amount of collateral available for future secured debt or credit support and reduces our flexibility in how we handle these secured assets. This level of debt and related security could also limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes and could limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt.31

InFrom ~~addition~~time to ~~our current debt~~time, weour ~~might~~management ~~incur~~team ~~additional~~may ~~debt~~own ininterests ~~the future~~ in ~~order~~our tolessees ~~finance improvement~~ or ~~development of properties, acquisitions or for~~ other ~~general corporate purposes~~counterparties, ~~which~~and ~~could~~may ~~exacerbate~~thereby ~~the~~have ~~risks~~interests ~~described~~that ~~above. These consequences could have~~conflict aor ~~material~~appear ~~adverse~~to ~~effect~~conflict onwith our ~~business, financial condition and results of operations~~interests.

On occasion, our management may have financial interests that conflict or appear to conflict with our interests. For example, four of our properties were leased by tenants in which Millennium Sustainable Ventures Corp., formerly Millennium Investment & Acquisition Company (ticker: MILC) had controlling interests. David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC established cannabis cultivation projects in Colorado (through a loan), Oklahoma, and Michigan which are related to our May 21, 2021, June 11, 2021, and September 3, 2021 acquisitions and a food crop cultivation project in Nebraska related to our March 31, 2022 acquisition. Total rental income recognized for the three months ended June 30, 2025 and 2024 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska was $0. The above leases are currently in default and the tenants have vacated the properties and the leases have terminated.

~~The~~Although our ~~issuance~~Declaration of ~~securities with~~Trust ~~claims~~permits ~~that~~this ~~are~~type ~~senior~~of tobusiness ~~those~~relationship and a majority of our ~~common~~disinterested ~~shares~~trustees must approve, ~~including~~and in those instances did approve, our ~~Series~~involvement Ain ~~Preferred~~such ~~Stock~~transactions, ~~may~~in ~~limit~~any orsuch ~~prevent~~circumstance, usthere ~~from~~may ~~paying~~be conflicts of interest between ~~dividends~~us on ~~our~~one ~~common~~hand, ~~shares~~and subsidiaries of MILC, Mr. ~~There~~Lesser isand nohis ~~limitation~~affiliates onand ~~our~~interests ~~ability~~on tothe ~~issue~~other ~~securities~~hand, ~~senior~~and tosuch ~~our~~conflicts ~~common~~may ~~shares~~be orunfavorable ~~incur~~to ~~indebtedness~~us.

~~Our common shares are equity~~Item interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock2. AsUnregistered ofSales ~~March 31, 2025, we had outstanding debt in the principal amount~~ of ~~$38.8~~Equity ~~million~~Securities and ~~$8.5~~Use ~~million (par value)~~ of ~~Series A Preferred Stock~~Proceeds. This debt and these preferred securities rank senior to our common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

In the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of preferred securities, such as our Series A Preferred Stock, holders are provided with (a ~~senior claim to distributions, according to the specific terms of the securities.~~) InUnregistered ~~contrast,~~Sales ~~however, in the case~~ of ~~common~~Equity shares, dividends are payable only when, as and if declared by our board of trustees and depend on, among other things, our results of operations, financial condition, debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock, other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter of law. Incurring additional debt, or issuing of additional preferred securities, may limit or eliminate the amounts available to pay dividends on our Series A Preferred Stock and common shares.Securities

~~From~~We did ~~time~~not tosell ~~time, our~~any ~~management~~equity ~~team~~securities ~~may~~during ~~own~~the ~~interests~~quarter ended June 30, 2025 in ~~our~~transactions ~~lessees~~that orwere ~~other~~not ~~counterparties,~~registered ~~and~~under ~~may~~the ~~thereby~~Securities Act ~~have~~other ~~interests~~than ~~that~~as ~~conflict~~previously ordisclosed ~~appear~~in ~~to conflict~~our filings with ~~our~~the ~~interests~~SEC.

On occasion, our management may have financial interests that conflict or appear to conflict with our interests. For example, four of our properties were leased by tenants in which Millennium Sustainable Ventures Corp., formerly Millennium Investment & Acquisition Company (~~ticker: MILC~~b) ~~had controlling~~ ~~interests.~~Use ~~David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO~~ of MILC. MILC established cannabis cultivation projects in Colorado (through a loan), Oklahoma, and Michigan which are related to our May 21, 2021, June 11, 2021, and September 3, 2021 acquisitions and a food crop cultivation project in Nebraska related to our March 31, 2022 acquisition. Total rental income recognized for the three months ended March 31, 2025 and 2024 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska was $0. The above leases are currently in default and the tenants have vacated the properties.Proceeds

~~Although our Declaration~~Not of Trust permits this type of business relationship and a majority of our disinterested trustees must approve, and in those instances did approve, our involvement in such transactions, in any such circumstance, there may be conflicts of interest between us on one hand, and subsidiaries of MILC, Mrapplicable. ~~Lesser and his affiliates and interests on the other hand, and such conflicts may be unfavorable to us.~~

~~Item~~(c) Issuer 2.Purchases ~~Unregistered Sales~~ of Equity Securities ~~and Use of Proceeds.~~

~~(a) Unregistered Sales of Equity Securities~~Not applicable.

~~We did not sell any equity securities during the quarter~~Item ~~ended~~3. ~~March~~Defaults ~~31,~~Upon ~~2025~~Senior ~~in transactions that were not registered under the~~ Securities ~~Act other than as previously disclosed in our filings with the SEC~~.

~~(b)~~During the ~~Use~~three months ended June 30, 2025, the Trust did not declare a quarterly dividend of ~~Proceeds~~approximately $163,000 to holders of Power REIT’s Series A Preferred Stock in order to preserve liquidity. As of August 5, 2025, the amount of unpaid dividends on the outstanding shares of Series A Preferred Stock is approximately $1,795,000.

~~Not~~Item 4. ~~applicable~~Mine Safety Disclosures.

~~(c) Issuer Purchases of Equity Securities~~Not Applicable.

~~Not~~Item 5. ~~applicable~~Other Information.

~~Item~~During the 3.three months ~~Defaults~~ended ~~Upon~~June ~~Senior~~30, ~~Securities~~2025, no trustee or officer of the Trust adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~Not Applicable.~~32

Item 4 6. ~~Mine Safety Disclosures~~Exhibits.

Not Applicable.

Exhibit Number		Exhibit Title

3.1		Declaration of Trust of Power REIT dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12, 2014, incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K (File No. 000-54560) filed with the Securities and Exchange Commission as of April 1, 2014.

3.2		Bylaws of Power REIT dated October 20, 2011 incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-177802) filed with the Securities and Exchange Commission as of November 8, 2011.

3.3		Articles Supplementary 7.75% Series A cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 8-A (File Number 001-36312) filed with the Securities and Exchange Commission as of February 11, 2014.

31.1*		Section 302 Certification for David H. Lesser

32.1*		Section 906 Certification for David H. Lesser

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~*Filed ~~5. Other Information.~~herewith

During the three months ended March 31, 2025, no director or officer of the Trust adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 33

31SIGNATURE

~~Item~~Pursuant to 6.the ~~Exhibits~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q for the quarter ended June 30, 2025 to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Number		Exhibit Title
3.1		Declaration of Trust of Power REIT dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12, 2014, incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K (File No. 000-54560) filed with the Securities and Exchange Commission as of April 1, 2014.
3.2		Bylaws of Power REIT dated October 20, 2011 incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-177802) filed with the Securities and Exchange Commission as of November 8, 2011.
3.3		Articles Supplementary 7.75% Series A cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 8-A (File Number 001-36312) filed with the Securities and Exchange Commission as of February 11, 2014.
10.1		Sales Agreement, dated January 24, 2025, by and between Power REIT and A.G.P./Alliance Global Partners, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on January 24, 2025.
31.1		Section 302 Certification for David H. Lesser
32.1		Section 906 Certification for David H. Lesser
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

POWER REIT

/s/ David H. Lesser
David H. Lesser
Chairman, CEO, CFO, Secretary and Treasurer

Date: August 5, 2025

3234

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q for the quarter ended March 31, 2025 to be signed on its behalf by the undersigned thereunto duly authorized.

POWER REIT /s/ David H. Lesser David H. Lesser Chairman, CEO, CFO, Secretary and Treasurer Date: May 14, 2025

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