SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
Amendment No.1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On September 29, 2026, Stewards, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Report") reporting the completion of the acquisition of Envy Pompano Beach on September 23, 2026. This Amendment No. 1 on Form 8-K/A (this "Amendment") amends Item 1.01 and Item 9.01(b) of the Original Report and replaces Exhibit 99.3 with updated unaudited pro forma condensed combined financial information.
The restated escrow paragraph below supersedes the corresponding paragraph in Item 1.01 of the Original Report. Item 2.01 incorporates that disclosure by reference. No other disclosure in the Original Report is amended.
Following further analysis of the mandatory redemption provisions applicable to the 7,000,000 shares placed in escrow at closing, the Company revised its preliminary accounting presentation. The updated pro forma information treats those shares as mandatorily redeemable financial instruments under ASC 480. The shares were legally issued at closing and remain issued and outstanding until cancelled. They are not classified in stockholders’ equity and are excluded from weighted-average shares outstanding. The required-redemption obligation is presented as a current liability under ASC 480 at a preliminary estimated acquisition-date fair value of $20.043 million. That estimate represents the present value of the seven contractual $3.0 million payments, totaling $21.0 million, discounted at a preliminary 18.0% annual effective rate. That rate and the resulting measurement remain subject to completion of the valuation specialist’s analysis and auditor review. The remaining 7,263,025 rollover shares delivered directly to the sellers are recognized in equity at the $2.42 acquisition-date closing price, or approximately $17.577 million. The resulting preliminary accounting consideration remains approximately $84.830 million. The preliminary recorded real estate and intangible basis is approximately $86.682 million, including approximately $0.374 million of capitalized direct acquisition costs, approximately $1.471 million of existing-lender charges borne by the Purchaser and approximately $0.007 million of net working-capital re-cut. Because the pro forma statements of operations give effect to the acquisition as if it occurred on January 1, 2025, the full $0.957 million discount accretion is included in FY2025 interest expense. Under the actual closing schedule, accretion is expected from October 5, 2026 through April 5, 2027. This accounting revision does not change the $90.0 million contractual purchase price, the legal issuance of 14,263,025 shares or the Company’s cash obligations under the transaction agreements. The updated Exhibit 99.3 also reflects the removal of duplicate H1 2026 in-place lease amortization, re-footed operating subtotals, revised working-capital liabilities and the resulting balance-sheet changes. The updated pro forma presents preliminary net loss of approximately $29.429 million, or $0.21 per share, for FY2025 and approximately $14.933 million, or $0.08 per share, for the six months ended June 30, 2026. The updated balance sheet presents a cash adjustment of approximately $(0.923) million, fixed assets of approximately $85.235 million, intangible assets of approximately $1.447 million, a total-liability adjustment of approximately $70.429 million and combined total liabilities of approximately $206.479 million.
Except as specifically amended by this Amendment, the Original Report remains unchanged. This Amendment should be read together with the Original Report. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Original Report.
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Item 1.01 Entry into a Material Definitive Agreement
The paragraph under “Purchase Consideration and Escrowed Shares” in Item 1.01 of the Original Report describing the escrow and required redemption is amended and restated in full as follows:
In connection with the closing, the Company, Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC entered into an Escrow Agreement effective as of September 23, 2026. Under the Escrow Agreement, 7,000,000 of the issued shares, having an agreed contractual value of $21.0 million, were deposited with ClearTrust, LLC as escrow agent. Those shares were legally issued at closing and remain issued and outstanding until cancelled. Beginning October 5, 2026, and generally on the fifth day of each month thereafter through April 5, 2027, the Company is required to pay the sellers $3.0 million in cash and, concurrently with each payment, cancel 1,000,000 escrowed shares. Shares cancelled under that provision are retired and do not remain outstanding. A sale of escrowed shares, or a borrowing against those shares, may be used to fund a required redemption only by mutual agreement. It is not the default. The parties are to pursue registered sales, privately negotiated sales and borrowings as potential sources of liquidity, but neither party can impose a liquidity measure on the other. Shares actually sold under an agreed liquidity measure remain outstanding and are not cancelled, and the Company’s obligation for that redemption is then limited to any shortfall below $3.0 million. If no liquidity measure is agreed, the Company remains obligated to pay the full $3.0 million and to cancel the related 1,000,000 shares. The escrowed shares are subject to a stop-transfer and may be transferred or released only on joint instructions. The Company is obligated to pay daily liquidated damages for late redemption payments, initially at $1,000 per day for each outstanding redemption and increasing to $2,000 per day after the first calendar month.
Except for the paragraph restated above, Item 1.01 of the Original Report is unchanged and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The updated unaudited pro forma condensed combined financial information giving effect to the Envy acquisition is filed as Exhibit 99.3 to this Amendment and incorporated herein by reference. Exhibit 99.3 filed with this Amendment replaces Exhibit 99.3 filed with the Original Report. Exhibits 99.1 and 99.2 to the Original Report are unchanged.
(d) Exhibits
| Exhibit No. | Description |
| 99.3 | Updated unaudited pro forma condensed combined financial information of Stewards, Inc. giving effect to the Envy acquisition. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Stewards, Inc.
/s/ Katuischia Murless
Katuischia Murless
Chief Financial Officer
Date October 7, 2026
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