If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Percentage is calculated based on 336,944 shares of 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25 per Share ("Series A Preferred Stock") outstanding as of September 30, 2025, as disclosed by Power REIT (the "Issuer") in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on October 24, 2025 with the Securities and Exchange Commission (the "SEC"). The Series A Preferred Stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. The holders of Series A Preferred Stock have the right (voting separately as a class) to elect two additional Trustees to the Issuer's Board of Trustees (the "Board") if dividends on the Series A Preferred Stock are not paid (whether or not declared) for six or more quarterly periods. As disclosed by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, and in the above-referenced Form 10-Q, during the 12 months ended December 31, 2024 and the 9 months ended September 30, 2025, the Issuer did not declare a quarterly dividend to holders of the Series A Preferred Stock. Accordingly, as of the date hereof, the Series A Preferred Stock has attributes of a voting security.


SCHEDULE 13D


 
POSNER HENRY III
 
Signature:/s/ Briar McNutt
Name/Title:Briar McNutt By POA from Henry Posner III, Reporting Person
Date:02/10/2026
Comments accompanying signature:
Power of Attorney of Henry Posner III for Executing Schedule 13D and Schedule 13G (incorporated by reference from Exhibit 99.2 to the Schedule 13D of Reporting Persons dated November 24, 2025 and filed with the SEC on December 1, 2025)

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

TRANSACTIONS IN ISSUER'S SERIES A PREFERRED STOCK DURING THE PAST 60 DAYS