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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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Power REIT (Name of Issuer) |
Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share (Title of Class of Securities) |
(CUSIP Number) |
Alexander Kachmar, Bradley & Daytona Railway and Land Co. LLC, 5753 Highway 85 N Suite 5974 Crestview, FL, 32536 973-979-1329 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/12/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bradley & Daytona Railway and Land Co. LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
17,566.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Alexander Kachmar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
D & C Cacciapaglia Living Trust, U/A DTD 02/01/2013 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,403.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David Cacciapaglia Family Trust, U/A DTD 11/25/2020 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David Cacciapaglia | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,403.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share | |
| (b) | Name of Issuer:
Power REIT | |
| (c) | Address of Issuer's Principal Executive Offices:
301 WINDING ROAD, OLD BETHPAGE,
NEW YORK
, 11804. | |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2026 (as amended and supplemented, the "Schedule 13D"), and amends and supplements Amendment No. 1 filed on April 24, 2026, Amendment No. 2 filed on April 24, 2026, Amendment No. 3 filed on May 15, 2026, Amendment No. 4 filed on May 26, 2026, Amendment No. 5 filed on June 15, 2026, Amendment No. 6 filed on June 26, 2026, Amendment No. 7 filed on August 27, 2026, Amendment No. 8 filed on October 7, 2026, and Amendment No. 9 filed on October 28, 2026. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 10 is being filed to make amendments to Item 4, Item 5, and Item 7 of the Schedule 13D as follows: | ||
| Item 4. | Purpose of Transaction | |
As previously disclosed, on October 28, 2026, the Reporting Persons commenced litigation against the Issuer in the Circuit Court for Baltimore County, Maryland, to compel the Issuer to call, notice and hold a special meeting of holders of the Series A Preferred Stock to elect two additional trustees pursuant to Section 8(a) of the Articles Supplementary. The Reporting Persons' nominees are Alexander Kachmar and David Cacciapaglia. The case number for the litigation is C-03-CV-26-005096.
Per the Trust's September 3, 2026, preliminary proxy, the Trust is seeking approval from preferred stockholders to convert the Series A Preferred Stock into common shares at a conversion ratio of 0.50. Based on Power REIT's common stock closing share price as of November 11, 2026, of $6.68 per share, the 0.50 conversion ratio implies a conversion value of $3.34 per share, significantly below the $32.75 per share liquidation preference plus accrued dividends as of September 30, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 ($25 liquidation preference, plus $7.75 in accrued but unpaid dividends). To mitigate the probability that the Trust is unable to achieve the requisite two-thirds supermajority approval vote of the proposed conversion from existing preferred shareholders, the Trust disclosed in its preliminary proxy that it "may pursue the sale of additional shares of Series A Preferred Stock" to "obtain the votes necessary to approve the Preferred Stock Proposal." The Reporting Persons believe issuing additional Series A shares to influence the outcome of the conversion vote or the Section 8(a) trustee election would be in violation of the Board's fiduciary duties. On November 12, 2026, the Reporting Persons delivered a letter to the Trust's Corporate Secretary and Board of Trustees demanding that no additional shares of Series A Preferred Stock be issued. If the Trust proceeds, the Reporting Persons will seek relief from the Court, including injunctive relief, and will pursue all other available remedies.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and supplemented as follows:
Relating solely to the exercise of voting rights with respect to the Series A Preferred Stock and matters arising under Section 8 of the Articles Supplementary, the Reporting Persons may be deemed to beneficially own an aggregate of 40,805 shares of the Issuer's Series A Preferred Stock, representing approximately 12.1% of the Issuer's outstanding Series A Preferred Stock, which percentage is calculated based upon 336,944 shares of Series A Preferred Stock outstanding as of September 30, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the SEC on November 6, 2026.
Bradley & Daytona and Alexander Kachmar directly beneficially own 29,402 shares of Series A Preferred Stock. Bradley & Daytona and Alexander Kachmar also beneficially own 8,502 shares of the Issuer's Common Stock, which is a separate security and not the subject of this filing.
D & C Cacciapaglia Living Trust, U/A DTD 02/01/2013 and David Cacciapaglia Family Trust, U/A DTD 11/25/2020 beneficially owns 11,403 shares of Series A Preferred Stock; David Cacciapaglia indirectly beneficially owns said 11,403 shares of Series A Preferred Stock through the above named trusts together. D & C Cacciapaglia Living Trust, U/A DTD 02/01/2013 also beneficially owns 8,000 shares of the Issuer's Common Stock, which is a separate security and not the subject of this filing.
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| (b) | The Reporting Persons may be deemed to share voting power with respect to the aggregate 40,805 shares of Series A Preferred Stock solely with respect to matters previously described in Item 4 of Amendment No. 4 filed on May 26, 2026. Each Reporting Person retains sole dispositive power over the shares beneficially owned by such Reporting Person. | |
| (c) | The transactions in the Series A Preferred Stock by Bradley & Daytona and Alexander Kachmar since Amendment No. 9 was filed on October 28, 2026, are included in Exhibit 99.A. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.A - Transactions in the Issuer's Securities by the Reporting Persons
Exhibit 99.B - Joint Filing Agreement
Exhibit 99.C - Letter to Power REIT Corporate Secretary and Board of Trustees
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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