9 – EQUITY AND LONG-TERM COMPENSATION

ATM Program

On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with AGP pursuant to which the Trust may, from time to time, issue and sell our common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares the Trust 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 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. During the quarter ended December 31, 2025, the Trust sold 271,832 common shares pursuant to the Sales Agreement for gross proceeds of $287,604 and net proceeds of $277,829.

Summary of Stock Based Compensation Activity

Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan (the “Plan”), was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020.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 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 shares through the granting of awards. As of December 31, 2025, the aggregate number of common shares that may be issued pursuant to outstanding awards is 2,348,710 shares, which is subject to adjustment per the Plan.

Summary of Stock Based Compensation Activity – Options

On July 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire an aggregate 205,000 common shares at a price of $13.44 to its independent trustees and officers. The term of each option is 10 years. The options vested 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 options are fully vested.

The Trust accounts for share-based payments using the fair value method. The Trust recognizes all share-based payments in our 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:

SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTION OF ACTIVITY OPTIONS 

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 as a policy, has used a 0 percent forfeiture rate in calculating unrecognized share-based compensation expense and will instead, account for forfeitures as they occur. On January 31, 2023, 6,250 options were forfeited and on April 30, 2023, 1,250 options were forfeited by an employee who is no longer employed by the Trust. On February 29, 2024, 4,722 options and on August 29, 2025, 5,278 options were forfeited due to the death of a Trustee.

The summary of stock-based compensation activity for the year ended December 31, 2025, with respect to the Trust’s stock options, is as follows:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION ACTIVITY 

The weighted average remaining term of the options is 6.53 years.

The summary of Plan activity for the year ended December 31, 2024, with respect to the Trust’s stock options, was as follows:

Summary of Activity – Options

Summary of Stock Based Compensation Activity – Restricted Stock

During 2025 and 2024, the Trust did not grant any shares of restricted stock to its officer or independent trustees.

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

SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY 

Summary of Activity - Restricted Stock

The summary of stock-based compensation activity for the year ended December 31, 2024, with respect to the Trust’s restricted stock, was as follows:

Summary of Activity - Restricted Stock

Stock-based Compensation

During 2025, the Trust recorded approximately $52,000 of non-cash expense related to restricted stock and approximately $282,000 of non-cash expense related to options granted compared to approximately $196,000 of non-cash expense related to restricted stock and $498,000 non-cash expense related to options granted in 2024. As of December 31, 2025, there is no unrecognized share-based compensation expense for restricted stock and options. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards.