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EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**FORM\n10-Q**\n\n** **\n\n☒\nQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor\nthe quarterly period ended March 31, 2026\n\n \n\nOR\n\n \n\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\n001-36312\n\n(Commission\nfile number)\n\n \n\n**POWER\nREIT**\n\n(Exact\nname of registrant as specified in its charter)\n\n \n\n**Maryland**\n \n**45-3116572**\n\n(State\nor other jurisdiction\n\nof\nincorporation or organization)\n\n \n\n(I.R.S.\nEmployer\n\nIdentification\nNo.)\n\n \n \n \n\n**301\nWinding Road, Old Bethpage, NY**\n \n**11804**\n\n(Address\nof principal executive offices)\n \n(Zip\nCode)\n\n \n\n**(212)\n750-0371**\n\n(Registrant’s\ntelephone number, including area code)\n\n \n\nN/A\n\n \n\n(Former\nname, former address and former fiscal year, if changed since last report)\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n \n**Trading\nSymbol(s)**\n \n**Name\nof each exchange on which registered**\n\n**Common\nShares**\n \n**PW**\n \n**NYSE American, LLC**\n\n \n \n \n \n \n\n**7.75%\nSeries A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share**\n \n**PW.A**\n \n**NYSE American, LLC**\n\n \n\nIndicate\nby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)\nhas been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge\naccelerated filer\n☐\nAccelerated\nfiler\n☐\n\nNon-accelerated\nfiler\n☒\nSmaller\nreporting company\n☒\n\nEmerging\ngrowth company\n☐\n \n \n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate\nby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).\n\n \n\nYes\n☐ No ☒\n\n \n\nIndicate\nthe number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.\n\n \n\n3,672,274\ncommon shares, $0.001 par value, outstanding at May 13, 2026.\n\n \n\n \n\n \n\n \n\n \n\n \n\nTABLE\nOF CONTENTS\n\n \n\n \n \n\n**Page**\n\n**No.**\n\n \n \n \n\n[PART I – FINANCIAL INFORMATION](#pi_001)\n3\n\n \n \n \n\n[Item 1 – Financial Statements (Unaudited)](#pi_001)\n3\n\n \n[Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025](#sp_001)\n3\n\n \n[Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025](#sp_002)\n4\n\n \n[Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025](#sp_003)\n5\n\n \n[Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025](#sp_004)\n6\n\n \n[Notes to Unaudited Consolidated Financial Statements](#sp_005)\n7\n\n \n \n \n\n[Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations](#sp_006)\n19\n\n \n \n \n\n[Item 3 – Quantitative and Qualitative Disclosures About Market Risk](#sp_007)\n26\n\n \n \n \n\n[Item 4 – Controls and Procedures](#sp_008)\n26\n\n \n \n \n\n[PART II – OTHER INFORMATION](#sp_009)\n27\n\n \n \n \n\n \n[Item 1 – Legal Proceedings](#sp_010)\n27\n\n \n \n \n\n \n[Item 1A – Risk Factors](#sp_011)\n27\n\n \n \n \n\n \n[Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](#sp_012)\n31\n\n \n \n \n\n \n[Item 3 – Defaults Upon Senior Securities](#sp_013)\n31\n\n \n \n \n\n \n[Item 4 – Mine Safety Disclosures](#sp_014)\n31\n\n \n \n \n\n \n[Item 5 – Other Information](#sp_015)\n31\n\n \n \n \n\n \n[Item 6 – Exhibits](#sp_016)\n31\n\n \n \n \n\n[SIGNATURE](#sp_017)\n32\n\n \n\n2\n\n \n\n \n\n**POWER REIT AND SUBSIDIARIES**\n\n**CONSOLIDATED BALANCE SHEETS**\n\n**(Unaudited)**\n\n \n\n  \nMarch 31, 2026  \nDecember 31, 2025 \n\nASSETS \n    \n   \n\nLand \n$4,630,271  \n$4,630,271 \n\nGreenhouse cultivation and processing facilities, net of accumulated depreciation \n 713,859  \n 724,226 \n\nNet investment in direct financing lease - railroad \n 9,150,000  \n 9,150,000 \n\nTotal real estate assets \n 14,494,130  \n 14,504,497 \n\n  \n    \n   \n\nCash and cash equivalents \n 2,036,085  \n 2,235,306 \n\nPrepaid expenses and deposits \n 143,731  \n 131,967 \n\nIntangible lease asset, net of accumulated amortization \n 1,992,573  \n 2,049,445 \n\nDeferred rent receivable \n 529,072  \n 328,293 \n\nMortgage loan receivables \n 952,431  \n 981,035 \n\nAssets held for sale \n 5,580,403  \n 6,382,856 \n\nOther assets \n 274,722  \n 310,376 \n\nTOTAL ASSETS \n$26,003,147  \n$26,923,775 \n\n  \n    \n   \n\nLIABILITIES AND EQUITY \n    \n   \n\nAccounts payable \n$291,803  \n$216,768 \n\nAccrued expenses \n 185,698  \n 188,812 \n\nLiabilities held for sale \n 1,382,742  \n 1,407,880 \n\nCurrent portion of long-term debt, net of unamortized discount \n 769,574  \n 759,821 \n\nLong-term debt, net of unamortized discount \n 19,119,510  \n 19,213,071 \n\nTOTAL LIABILITIES \n 21,749,327  \n 21,786,352 \n\n  \n    \n   \n\nEquity: \n    \n   \n\nSeries 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, 2026 and December 31, 2025) \n 8,489,952  \n 8,489,952 \n\nCommon Shares, $0.001 par value (98,325,000 shares authorized; 3,672,274 and 3,661,493 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) \n 3,672  \n 3,661 \n\nAdditional paid-in capital \n 48,537,213  \n 48,527,555 \n\nAccumulated deficit \n (52,777,017) \n (51,883,745)\n\n**Total\nEquity** \n 4,253,820  \n 5,137,423 \n\n  \n    \n   \n\nTOTAL LIABILITIES AND EQUITY \n$26,003,147  \n$26,923,775 \n\n \n\nThe\naccompanying notes are an integral part of these unaudited consolidated financial statements.\n\n \n\n3\n\n \n\n \n\n**POWER REIT AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**(Unaudited)**\n\n \n\n  \n2026  \n2025 \n\n  \nThree Months Ended March 31, \n\n  \n2026  \n2025 \n\nREVENUE \n   \n  \n\nLease income from direct financing lease – railroad \n$228,750  \n$228,750 \n\nRental income \n 215,679  \n 210,779 \n\nOther income \n 36,007  \n 46,265 \n\nTOTAL REVENUE \n 480,436  \n 485,794 \n\n  \n    \n   \n\nEXPENSES \n    \n   \n\nAmortization of intangible assets \n 56,872  \n 56,872 \n\nGeneral and administrative \n 206,061  \n 326,928 \n\nProperty expenses and taxes \n 82,440  \n 484,426 \n\nDepreciation expense \n 10,866  \n 2,702 \n\nImpairment expense \n 247,353  \n - \n\nInterest expense \n 241,849  \n 998,908 \n\nTOTAL EXPENSES \n 845,441  \n 1,869,836 \n\n  \n    \n   \n\nOTHER EXPENSE \n    \n   \n\nLoss on sale of properties \n (493,890) \n - \n\nUnrealized loss on marketable securities \n (34,377) \n (29,070)\n\nTOTAL OTHER EXPENSE \n (528,267) \n (29,070)\n\n  \n    \n   \n\nNET LOSS \n (893,272) \n (1,413,112)\n\n  \n    \n   \n\nPreferred Stock Dividends \n (163,207) \n (163,207)\n\n  \n    \n   \n\nNET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS \n$(1,056,479) \n$(1,576,319)\n\n  \n    \n   \n\nLoss Per Common Share: \n    \n   \n\nBasic \n$(0.29) \n$(0.47)\n\nDiluted \n (0.29) \n (0.47)\n\n  \n    \n   \n\nWeighted Average Number of Shares Outstanding: \n    \n   \n\nBasic \n 3,672,274  \n 3,389,661 \n\nDiluted \n 3,672,274  \n 3,389,661 \n\n  \n    \n   \n\nCash dividend per Series A Preferred Share: \n$-  \n$- \n\nAccumulated undeclared dividend per Series A Preferred Shares: \n 0.48  \n 0.48 \n\n** **\n\nThe\naccompanying notes are an integral part of these unaudited consolidated financial statements.\n\n \n\n4\n\n \n\n \n\n**POWER REIT AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY**\n\n**For the Quarters Ended March 31, 2026 and 2025**\n\n(Unaudited)\n\n \n\n  \n   \n   \n   \n   \n   \n   \n  \n\n  \n\nSeries A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00\n  \nCommon Shares  \n\nAdditional\n\nPaid-in\n  \nAccumulated  \nTotal Shareholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nEquity \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nBalance at December 31, 2025 \n 336,944  \n$8,489,952  \n 3,661,493  \n$3,661  \n$48,527,555  \n$(51,883,745) \n$5,137,423 \n\nNet Loss \n -  \n -  \n -  \n -  \n -  \n (893,272) \n (893,272)\n\nIssuance of Common Shares for Cash, net of Stock Issuance Costs \n -  \n -  \n 10,781  \n 11  \n 9,658  \n -  \n 9,669 \n\nStock-Based Compensation \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nBalance at March 31, 2026 \n 336,944  \n$8,489,952  \n 3,672,274  \n$3,672  \n$48,537,213  \n$(52,777,017) \n$4,253,820 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nBalance at December 31, 2024 \n 336,944  \n$8,489,952  \n 3,389,661  \n$3,389  \n$47,948,200  \n$(49,688,663) \n$6,752,878 \n\nBalance \n 336,944  \n$8,489,952  \n 3,389,661  \n$3,389  \n$47,948,200  \n$(49,688,663) \n$6,752,878 \n\nNet Loss \n -  \n -  \n -  \n -  \n -  \n (1,413,112) \n (1,413,112)\n\nStock-Based Compensation \n -  \n -  \n -  \n -  \n 143,213  \n -  \n 143,213 \n\nBalance at March 31, 2025 \n 336,944  \n$8,489,952  \n 3,389,661  \n$3,389  \n$48,091,413  \n$(51,101,775) \n$5,482,979 \n\nBalance  \n 336,944  \n$8,489,952  \n 3,389,661  \n$3,389  \n$48,091,413  \n$(51,101,775) \n$5,482,979 \n\n \n\nThe\naccompanying notes are an integral part of these unaudited consolidated financial statements.\n\n \n\n5\n\n \n\n \n\n****\n\n**POWER REIT AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**(Unaudited)**\n\n \n\n  \n2026  \n2025 \n\n  \nFor the Three Months Ended March 31, \n\n  \n2026  \n2025 \n\nOperating activities \n    \n   \n\nNet loss \n$(893,272) \n$(1,413,112)\n\n  \n    \n   \n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nAmortization of intangible lease asset \n 56,872  \n 56,872 \n\nAmortization of debt costs \n 7,848  \n 7,847 \n\nStock-based compensation \n -  \n 143,213 \n\nImpairment expense \n 247,353  \n - \n\nDepreciation \n 10,866  \n 2,702 \n\nUnrealized gain on marketable securities \n 34,377  \n 29,069 \n\nLoss on sale of property \n 493,890  \n - \n\n  \n    \n   \n\nChanges in operating assets and liabilities \n    \n   \n\nDeferred rent receivable \n (200,779) \n 49,634 \n\nPrepaid expenses and deposits \n (11,764) \n 218,792 \n\nOther assets \n -  \n (129,094)\n\nOther liabilities \n -  \n (118,289)\n\nAccounts payable \n 75,035  \n 48,806 \n\nAccrued expenses \n 32,457  \n 666,912 \n\nNet cash used in operating activities \n (147,117) \n (436,648)\n\n  \n    \n   \n\nInvesting activities \n    \n   \n\nCash received for sale of properties \n -  \n 200,000 \n\nInvestment of marketable securities \n -  \n (152,740)\n\nCash received for mortgage loan receivables \n 28,604  \n 45,000 \n\nNet cash provided by investing activities \n 28,604  \n 92,260 \n\n  \n    \n   \n\nFinancing Activities \n    \n   \n\nProceeds received from debt \n -  \n 417,912 \n\nPrincipal payment on debt \n (91,653) \n (271,899)\n\nProceeds from stock issuance \n 10,945  \n - \n\nNet cash provided by (used in) financing activities \n (80,708) \n 146,013 \n\n  \n    \n   \n\nNet decrease in cash and cash equivalents and restricted cash \n (199,221) \n (198,375)\n\n  \n    \n   \n\nCash and cash equivalents and restricted cash, beginning of period \n$2,235,306  \n$2,231,586 \n\n  \n    \n   \n\nCash and cash equivalents and restricted cash, end of period \n$2,036,085  \n$2,033,211 \n\n  \n    \n   \n\nSupplemental disclosure of cash flow information: \n    \n   \n\nInterest paid \n$231,001  \n$242,555 \n\n  \n    \n   \n\nNon-cash transactions \n    \n   \n\nAccrued interest transferred to loan \n -  \n 723,440 \n\nTransfer of previously paid S-3 expense from other assets to APIC \n 1,276  \n - \n\n****\n\n** **\n\nThe\naccompanying notes are an integral part of these unaudited consolidated financial statements.\n\n \n\n6\n\n \n\n \n\n**1\n– GENERAL INFORMATION**\n\n \n\nPower\nREIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries or “Power REIT”,\nunless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”)\nthat owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”)\nin the United States.\n\n \n\nThe\naccompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted\nin the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities\nand Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do\nnot include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Trust, as\ndefined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information\nset forth herein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of\nresults to be expected for a full year.\n\n \n\nThese\nunaudited consolidated financial statements should be read in conjunction with the Trust’s audited consolidated financial statements\nand notes included in its latest Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31,\n2026.\n\n \n\nThe\nTrust is structured as a holding company and owns its assets through seventeen direct and indirect wholly-owned, special purpose subsidiaries\nthat have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of March 31, 2026 the Trust’s\nassets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh\n& West Virginia Railroad (“P&WV”), approximately 447 acres of fee simple land leased to a utility scale solar power\ngenerating project with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 77 acres\nof land with approximately 330,000 square feet of CEA properties in the form of greenhouses (the “Greenhouse Portfolio”).\n\n \n\nDuring\nthe three months ended March 31, 2026, the Trust did not declare a quarterly dividend of approximately $163,000 ($0.484375 per share\nper quarter) to holders of Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred\nStock”).\n\n \n\nOn\nFebruary 11, 2026, the PW CO CanRE Mav 14 LLC (“Mav 14”) property was sold at action. As part of the sale, the Trust wrote\noff accrued property tax of approximately $61,000 and recognized a total loss of approximately $494,000.\n\n \n\nThe\nTrust 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\nportion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to\nmaintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. As of December\n31, 2024, the last tax return completed to date, the Trust has a federal net operating loss of $41.0 million, which may reduce or eliminate\nthis requirement.\n\n \n\n**2\n– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nCash\n\n \n\nThe\nTrust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Power REIT places\nits cash and cash equivalents with high-credit quality financial institutions. At times, the Trust’s deposits may exceed Federal\nDeposit Insurance Corporation (FDIC) coverage limits which are currently set at $250,000 per depositor. The Trust has not experienced\nany losses from maintaining cash accounts in excess of federally insured limits.\n\n \n\n7\n\n \n\n \n\nStock\nBased Compensation Accounting Policy\n\n \n\nThe\nTrust records all equity-based incentive grants to officers and non-employee members of the Trust’s Board of Trustees in general\nand administrative expenses in the Trust’s Consolidated Statement of Operations based on their fair value determined on the date\nof grant. Share-based compensation expense is recognized on a straight-line basis over the vesting term of the outstanding equity awards.\n\n \n\nBasis\nof Presentation\n\n \n\nThese\nunaudited consolidated financial statements have been prepared in accordance with GAAP.\n\n \n\nPrinciples\nof Consolidation\n\n \n\nThe\naccompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been\neliminated in consolidation.\n\n \n\nUse of Estimates\n\n \n\nThe preparation of financial statements in conformity\nwith GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual\nresults could differ from those estimates.\n\n \n\nLoss\nper Common Share\n\n \n\nBasic\nnet loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of common\nshares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator\nis increased to include the number of additional common shares that would have been outstanding if the potential common shares had been\nissued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury\nstock method. As of each of March 31, 2026 and December 31, 2025, the total number of common stock equivalents was 187,500, composed\nentirely of stock options.\n\n \n\nThe\nfollowing table sets forth the computation of basic and diluted loss per common share:\n\nSCHEDULE\nOF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE \n\n  \n2026  \n2025 \n\n  \nThree Months Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nNumerator: \n    \n   \n\n  \n    \n   \n\nNet loss \n$(893,272) \n$(1,413,112)\n\nPreferred Stock Dividends \n (163,207) \n (163,207)\n\nNumerator for basic and diluted EPS - loss available to common shareholders \n$(1,056,479) \n$(1,576,319)\n\n  \n    \n   \n\nDenominator: \n    \n   \n\nDenominator for basic and diluted EPS - Weighted average shares \n 3,672,274  \n 3,389,661 \n\n  \n    \n   \n\nBasic and diluted loss per common share \n$(0.29) \n$(0.47)\n\n \n\nReal\nEstate Assets and Depreciation of Investment in Real Estate\n\n \n\nThe\nTrust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required\nto capitalize closing costs and allocates the purchase price on a relative fair value basis. For the three months ended March 31, 2026\nand 2025, there were no acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust\nutilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of\nthe respective property, its own analysis of recently acquired and existing comparable properties in its portfolio and other market data.\nThe Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing\nactivities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate\nto various components as follows:\n\n \n\n \n●\nLand\n– Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established\nbased on market comparables and market research to establish a value with the balance allocated to improvements for the land.\n\n \n\n8\n\n \n\n \n\n \n●\nImprovements\n– When a property is acquired with improvements, the land price is established based on market comparables and market research\nto establish a value with the balance allocated to improvements for the land. The Trust also evaluates the improvements in terms\nof replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated\non a straight-line method over the useful life of the improvements.\n\n \n \n \n\n \n●\n\nLease\nIntangibles – The Trust recognizes lease intangibles when there’s an existing\nlease assumed with the property acquisitions. In determining the fair value of in-place leases\n(the avoided cost associated with existing in-place leases) management considers current\nmarket conditions and costs to execute similar leases in arriving at an estimate of the carrying\ncosts during the expected lease-up period from vacant to existing occupancy. In estimating\ncarrying costs, management includes reimbursable (based on market lease terms) real estate\ntaxes, insurance, other operating expenses, as well as estimates of lost market rental revenue\nduring the expected lease-up periods. The values assigned to in-place leases are amortized\nover the remaining term of the lease.\n\n \n\nThe\nfair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks\nassociated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s\nestimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is\nclassified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market\nor below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining\nterm of the respective leases.\n\n \n \n \n\n \n\nIntangible\nassets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the\nremaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with\nwriting, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of\nthe respective leases.\n\n \n \n \n\n \n●\nConstruction\nin Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress\nuntil construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified\nas an improvement. The value of CIP is based on actual costs incurred.\n\n \n\nDepreciation\n\n \n\nDepreciation\nis computed using the straight-line method over the estimated useful lives of 20 years for greenhouses, 10 years for the MIP, 39 years\nfor auxiliary buildings, except for PW CA Canndescent, LLC for which it was determined that the buildings have a useful life of 37 years.\nFor the three months ended March 31, 2026 and 2025, approximately $11,000 and $3,000 depreciation expense was recorded, respectively.\n\n \n\nAssets\nHeld for Sale\n\n \n\nAssets\nheld for sale are measured at the lower of their carrying amount or estimated fair value less cost to sell. As of March 31, 2026 and\nDecember 31, 2025, the Trust has several properties that are considered assets held for sale. See Note 7 for discussion of its assets\nheld for sale.\n\n \n\n9\n\n \n\n \n\nImpairment\nof Long-Lived Assets\n\n \n\nReal\nestate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that\nthe carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” A property to\nbe held and used is considered impaired only if management’s estimate of the aggregate future cash flows, less estimated capital\nexpenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property.\nThis estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects\nof demand, competition and other factors.\n\n \n\nIf\nthere is a triggering event in relation to a property to be held and used, the Trust will estimate the aggregate future cash flows, less\nestimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate\nmay consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of\na long-lived asset are under consideration or when a range of possible values is estimated.\n\n \n\nThe\ndetermination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the\nbalance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in\nthe anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether\nthe effects could materially affect the Trust’s net income. To the extent estimated undiscounted cash flows are less than the carrying\nvalue of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of\nthe property.\n\n \n\nWhile\nthe Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including\nmarket rents, listing prices, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists,\nthe long-lived asset is adjusted to an estimate of fair value. In estimating fair value, if appraisal reports are available, the Trust\nuses the sales comparable approach methodology where applicable within appraisal reports; when appraisal reports are not available, the\nTrust uses opinions of value from brokers involved with listing properties for sale and other market value information available to it.\nThe Trust will record an impairment charge if it believes that there is other than a temporary decline in market value below the carrying\nvalue of the investment. During the three months ended March 31, 2026 and 2025, an impairment charge was expensed in the amount of approximately\n$247,000 and $0, respectively\n\n \n\nAny\ndecline in the estimated fair values of the Trust’s assets could result in impairment charges in the future. It is possible that\nsuch impairments, if required, could be material.\n\n \n\nRevenue\nRecognition\n\n \n\nThe\nRailroad Lease (“P&WV Lease”) is treated as a direct financing lease. As such, income to P&WV under the Railroad\nLease is recognized when received.\n\n \n\nLease\nrevenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are\nrecorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease\nagreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage\nescalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts\nand the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability\nis assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and\nbusiness environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue\nwill only be recognized upon receipt of cash from the tenant. During the three months ended March 31, 2026 and 2025, the Trust did not\nwrite off any straight-line rent receivable against rental income. Expenses for which tenants are contractually obligated to pay, such\nas maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial statements unless\npaid by the Trust.\n\n \n\n10\n\n \n\n \n\nThe\nfollowing table provides the breakdown of rental income recognition (not including the direct finance lease):\n\nSCHEDULE OF BREAKDOWN OF RENTAL INCOME RECOGNITION \n\n  \n2026  \n2025 \n\n  \nThree Months Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nStraight-Line Rent \n$200,779  \n$200,779 \n\nCash Basis Rent \n 14,900  \n 10,000 \n\n  \n    \n   \n\nRental income \n$215,679  \n$210,779 \n\n \n\nDeferred\nrent receivable as of March 31, 2026 and December 31, 2025 is approximately $529,000 and $328,000, respectively.\n\n \n\nIntangibles\n\n \n\nA\nportion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) has been allocated on the Trust’s\nconsolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place\nlease intangible assets established was approximately $4,714,000, which is amortized over a 20.7-year period. For each of the three months\nended March 31, 2026 and 2025, approximately $57,000 of the intangibles was amortized.\n\n \n\nIntangible\nAssets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were\nno impairment charges recorded for Intangible Assets for the three ended March 31, 2026 and 2025.\n\n \n\nThe\nfollowing table provides a summary of the Intangible Assets:\n\nSCHEDULE OF INTANGIBLE ASSETS \n\n  \nFor the Years Ended December 31, \n\n  \n    \n Accumulated Amortization   \n Accumulated Amortization   \n  \n\n  \n Cost  \n Through 12/31/25  \n Through 3/31/2026  \n Net Book Value \n\n  \n    \n    \n    \n   \n\nAsset Intangibles - PWRS \n$4,713,548  \n$2,664,103  \n$56,872  \n$1,992,573 \n\n \n\nThe\nfollowing table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ending\nDecember 31:\n\n SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS\n\n \n\n  \n   \n\n2026 (9 month remaining) \n$170,616 \n\n2027 \n$227,488 \n\n2028 \n$227,488 \n\n2029 \n$227,488 \n\n2030 \n$227,488 \n\nThereafter \n$912,005 \n\nTotal \n$1,992,573 \n\n \n\nNet\nInvestment in Direct Financing Lease – Railroad\n\n \n\nP&WV’s\nnet investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current\nvalue of $9,150,000, assuming an implicit interest rate of 10%.\n\n \n\n11\n\n \n\n \n\nFair\nValue\n\n \n\nFair\nvalue represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal\nor most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.\nThe Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are\ntraded and the reliability of the assumptions used to determine fair value.\n\n \n\n \n○\nLevel\n1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow\na company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available\npricing sources for market transactions involving identical assets, liabilities or funds.\n\n \n \n \n\n \n○\nLevel\n2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar\nassets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency\ndebt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical\nor comparable assets or liabilities.\n\n \n \n \n\n \n○\nLevel\n3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models,\ndiscounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level\n3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.\n\n \n\nIn\ndetermining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable\ninputs to the extent possible as well as considering counterparty credit risk.\n\n \n\nThe\ncarrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable\napproximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value\nsince the related rates of interest approximate current market rates. As of March 31, 2026 and December 31, 2025, the Trust owns publicly\ntraded REIT securities with a fair market value of $52,160 and $86,537, respectively, based on the closing prices of those dates.\n\n \n\nMortgage\nLoan Receivables\n\n \n\nOn\nOctober 30, 2023, PW ME CanRE SD LLC (“PW SD”) provided seller financing in connection with the sale of the two Maine properties\nin the form of an $850,000 note with an 8.5% interest rate that accrues until maturity on October 30, 2025 and a default rate of 18%,\nthereafter. The note is secured by a second mortgage on the property and certain corporate and personal guarantees. On December 10, 2024,\nthe 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\na balance of $597,000. The net note payment was paid to the lender of the Greenhouse Loan. As of the date of the filing, the note is\nin default and PW SD is pursuing collection efforts.\n\n \n\nOn\nJanuary 6, 2024, PW CO CanRE Sherman 6 LLC (“PW Sherman”) provided seller financing in conjunction with selling the Sherman\n6 and Tamarack 14 properties in the amount of $1,250,000\nwith an initial 10%\ninterest rate that increases over time to 15%\nuntil maturity. The\nseller financing had a three-year maturity with a fixed amortization schedule of $40,000 for the first month and second months, $45,000\nfor the third month and $15,000 per month thereafter until maturity. The note is secured by a first mortgage on the properties and certain\ncorporate and personal guarantees. As of March 31, 2026 and December 31, 2025, the balance of the loan was approximately $860,000 and\n$884,000 respectively. On June 9, 2025, PW Sherman\nagreed to modify the terms of the note whereby payments are based on a 5five-year\namortization schedule at an 11% per annum interest rate and with a balloon payment for the balance due on May 1, 2030.\n\n \n\nOn\nJune 9, 2025, PW Sherman provided seller financing in conjunction with selling the Tamarack 13 property in the amount of $105,000 with\nan 11% per annum interest rate until maturity. The seller financing has a five-year maturity and fully amortizes over the life of the\nnote with fixed monthly payments of $2,283 per month. The note is secured by a first mortgage on the property and a personal guarantee\nof the owner of the entity which purchased the property. As of March 31, 2026, and December 31, 2025, the balance of the loan is approximately\n$93,000 and $97,000, respectively.\n\n \n\nAfter\nreviewing the collectivity for mortgage loan receivables, the Trust recorded an allowance for receivable of approximately $0.6 million\nduring the year ended December 31, 2025. There was no allowance for receivables for the three months ended March 31, 2026 or March 31, 2025.\n\n \n\n12\n\n \n\n \n\nOther\nIncome\n\n \n\nOther\nincome included in total revenue for the three months ended March 31, 2026 and 2025 is approximately $36,000 and $46,000, respectively,\nconsisting of interest income.\n\n \n\nOther\nAssets\n\n \n\nOther\nassets as of March 31, 2026 and December 31, 2025 is approximately $274,000 and $310,000 respectively. Other assets as of March 31, 2026\nprimarily consists of approximately $52,000 of fair market value of securities of a publicly traded REIT and approximately $211,000 of\nprepaid expenses related to the filing of an S-3 Registration Statement with the SEC and associated offering related expenses. Other\nassets as of December 31, 2025 primarily consist of approximately $86,000 of fair market value of securities of a publicly traded REIT\nand approximately $212,000 of prepaid expenses related to the filing of an S-3 Registration Statement with the SEC.\n\n \n\nInterest\nExpense\n\n \n\nInterest\nexpense for the three months ended March 31, 2026 related to the PW PWV Loan (defined below) and the 2015 PWRS Loan (defined below) was\napproximately $168,000 and $74,000, respectively, compared to interest expense for the three months ended March 31, 2025 that was approximately\n$171,000, $79,000 and $749,000 related to the PW PWV Loan, the 2015 PWRS Loan and the Greenhouse Loan that was resolved on April 11,\n2025, respectively\n\n \n\nGeneral\nand Administrative Expenses\n\n \n\nGeneral\nand Administrative Expense for the three months ended March 31, 2026 and 2025 is approximately $206,000 and $327,000, respectively, which\nincludes a non-cash share-based compensation expense of approximately $0 and $143,000, respectively.\n\n \n\nPreferred\nStock\n\n \n\nAs\nof March 31, 2026, the Trust has issued approximately $8.5\nmillion of its Series A Preferred Stock. The shares of Series\nA Preferred Stock have no stated maturity, are not currently subject to any sinking fund or mandatory redemption and will remain outstanding\nindefinitely unless they are redeemed, repurchased or converted.\n\n \n\nProperty Expenses and Taxes\n\n \n\nProperty expenses and taxes for the three months ended\nMarch 31, 2026 and 2025 is approximately $82,000 and $484,000, respectively.\n\n \n\nThe Trust is not current on payment of\nproperty taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for\nsale of approximately $1,310,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax\nforeclosure actions.\n\n \n\nImpact\nof New Accounting Pronouncements\n\n \n\nThe\nTrust has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a\nsignificant effect on the Trust’s financial statements.\n\n \n\nRecent\nAccounting Pronouncements\n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation\nDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures about the nature of expenses\nin commonly presented financial statement captions. ASU 2024-03 is effective for all public business entities for annual reporting periods\nbeginning after December 15, 2026, on either a prospective or retrospective basis. Early adoption is permitted. The Trust is currently\nevaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.\n\n \n\n13\n\n \n\n \n\n**3\n– LIQUIDITY AND CAPITAL RESOURCE**\n\n** **\n\nThe\nTrust’s objectives when managing its capital are to seek to ensure that there are adequate capital resources to safeguard the Trust’s\nability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it\ncan continue to provide returns to shareholders. The Trust’s management evaluates whether there are conditions or events, considered\nin aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the financial\nstatements are issued.\n\n \n\nAs of March 31, 2026, the Trust had incurred recurring\nlosses from operations and negative operating cash flows. However, Trust believes that, based on its current forecasts, its cash on hand,\ntogether with cash flow from operations, should be sufficient to fund the Trust’s capital requirements for at least the next twelve\nmonths from the issuance date of its consolidated financial statements. The Trust can make no assurance regarding its ability\nto achieve its forecasts, which are materially dependent on the Trust’s financial performance and the ever-changing market.\n\n \n\nOn\na consolidated basis, the Trust’s cash and cash equivalents totaled $2,036,085 as\nof March 31, 2026, a decrease of $199,221 from\nDecember 31, 2025. During the three months ended March 31, 2026, the decrease in cash was primarily due to the monthly\nexpenses related to the vacant greenhouse properties, general and administrative expenses and paydown of the indebtedness.\n\n \n\nThe\nTrust intends to continue to focus on maximizing the value of the greenhouse properties. This will include entering into new leases and\nselling properties based on market conditions. The Trust will also continue to focus on improving cash collections from existing tenants.\nIn addition, the Trust is exploring strategic alternatives that may or may not include real estate investments in an effort to increase\nshareholder value. The Trust may also raise capital in the form of debt or equity to provide liquidity. However, the Trust cannot predict,\nwith certainty, the outcome of these actions to generate liquidity.\n\n \n\n**4\n– DISPOSITIONS**\n\n** **\n\n**2026\nDispositions**\n\n \n\nOn\nFebruary 11, 2026, the PW CO CanRE Mav 14 LLC (“Mav 14”) property was sold at action. As part of the sale, the Trust wrote\noff accrued property tax of approximately $61,000 and recognized a total loss of approximately $494,000.\n\n \n\n**2025\nDispositions**\n\n \n\nOn\nJune 9, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE MF LLC, sold a cannabis related greenhouse cultivation property located\nin Ordway, Colorado. The property was described in prior filings as Tam 13 and was vacant. The purchaser was an unaffiliated third party\nwho had previously acquired two adjacent properties from subsidiaries of the Trust and the price was established based on an arm’s\nlength negotiation. The sale price was $125,000 and the subsidiary of the Trust provided $105,000 of seller financing which amortizes\nover a 60-month period at an interest rate of 11% per annum. There was an approximately $8,000 loss on sale based on previous impairments\ntaken.\n\n \n\nAs\npreviously disclosed, a subsidiary of the Trust had a loan secured by most of the greenhouse properties which was non-recourse to the\nTrust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, Power REIT resolved issues\nwith its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska.\nThe transaction related to the Greenhouse Loan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining\nbalance of the Greenhouse Loan.\n\n \n\nOn\nJanuary 31, 2025, a wholly owned subsidiary of Power REIT, PW CO CanRE JAB LLC, sold one of its interests in a cannabis related greenhouse\ncultivation property located in Ordway, Colorado. The property was described in prior filings as Tam 18 and was vacant. The purchaser\nwas an unaffiliated third party and the price was established based on an arm’s length negotiation. The sale price was $200,000\nand 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\non sale recognized based on previous impairments.\n\n \n\n14\n\n \n\n \n\n**5\n– DIRECT FINANCING LEASES AND OPERATING LEASES**\n\n \n\n**Information\nas Lessor Under ASC Topic 842**\n\n \n\nTo\ngenerate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases\nfor its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 and 99 years. Payments from the\nTrust’s leases are recognized on a straight-line basis over the terms of the respective leases or on a cash basis for tenants with\ncollectability issues. During the three ended March 31, 2026 and 2025, the Trust wrote off a net amount of $0 in straight-line rent receivable\nagainst rental income. Total revenue from its leases recognized for the three months ended March 31, 2026 and 2025 is approximately $444,000\nand $439,000, respectively.\n\n \n\nThe following table provides the breakdown of revenue:\n\nSCHEDULE\nOF OPERATING LEASE INCOME \n\n  \n2026  \n2025 \n\n  \nThree Months Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\nLease income from direct financing lease - Railroad \n$228,750  \n$228,750 \n\nRental income from operating lease - Solar farm lease \n$200,779  \n$200,779 \n\nRental income from operating lease - Greenhouse - Cannabis lease \n$14,900  \n$10,000 \n\nLease income \n$444,429  \n$439,529 \n\n \n\nDue\nto significant price compression in the wholesale cannabis market, the Trust’s cannabis related tenants have experienced severe\nfinancial distress. Unfortunately, starting in 2022, collections from the CEA portfolio has diminished to a nominal amount. The Trust\nintends to continue to focus on maximizing the value of the CEA portfolio. This will include entering into new leases and selling properties\nbased on market conditions. The Trust will also continue to focus on improving cash collections from existing tenants. In addition, the\nTrust is exploring strategic alternatives that may or may not include real estate investments in an effort to increase shareholder value.\n\n \n\nHistorically,\nthe Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. For the three\nmonths ended March 31, 2026, Power REIT recognized approximately 96% of its rental income and lease income from direct financing lease\nfrom two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 51% and 45% of rental income and\nlease income from direct financing lease, respectively. For the three months ended March 31, 2025, Power REIT collected approximately\n98% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway\nand Regulus Solar LLC which represented 52% and 46% of rental income and lease income from direct financing lease, respectively.\n\n \n\nThe\nfollowing is a schedule by years of minimum future rentals on non-cancelable operating leases as of March 31, 2026 for assets and assets\nheld for sale where revenue recognition is considered on a straight-line basis:\n\n SCHEDULE OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES \n\n  \nAssets Held for Use \n\n2026 (9 months remaining) \n 718,814 \n\n2027 \n 828,155 \n\n2028 \n 836,388 \n\n2029 \n 844,703 \n\n2030 \n 853,099 \n\nThereafter \n 3,457,460 \n\nTotal \n$7,538,619 \n\n \n\n**6\n– LONG-TERM DEBT**\n\n \n\nOn\nNovember 6, 2015, PWRS entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a certain lender for $10,150,000\n(the “2015 PWRS Loan”). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note for the benefit\nof the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate per annum. As of March 31, 2026\nand December 31, 2025, the balance of the 2015 PWRS Loan was approximately $5,972,000 (net of unamortized debt costs of approximately\n$185,000) and $5,998,000 (net of unamortized debt costs of approximately $190,000), respectively.\n\n \n\nOn\nNovember 25, 2019, Power REIT, through a subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “PW\nPWV Loan Agreement”) with a certain lender for $15,500,000 (the “PW PWV Loan”). The PW PWV Loan is secured by pledge\nof PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account (the “Deposit\nAccount”) pursuant to a Deposit Account Control Agreement, dated November 25, 2019, into which the P&WV rental proceeds are\ndeposited. Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited in the\nDeposit Account to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The PW PWV\nLoan is evidenced by a note issued by PW PWV for the benefit of the lender for $15,500,000, with a fixed interest rate of 4.62% per annum\nand fully amortizes over the life of the financing which matures in 2054. The PW PWV Loan is non-recourse to Power REIT. The balance\nof the loan as of March 31, 2026 and December 31, 2025 was approximately $13,917,000 (net of approximately $256,000 of capitalized debt\ncosts) and approximately $13,974,000 (net of approximately $258,000 of capitalized debt costs), respectively.\n\n \n\n15\n\n \n\n \n\nAs\npreviously disclosed, a subsidiary of the Trust had a loan secured by most of the greenhouse properties which was non-recourse to the\nTrust and in default and the lender had initiated litigation including foreclosure actions. On April 11, 2025, Power REIT resolved issues\nwith its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska.\nIn return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse\nLoan. Power REIT will seek to realize value from the retained assets by leasing and/or selling. The transaction related to the Greenhouse\nLoan resulted in the write-off of the Nebraska and Michigan properties, along with the remaining balance of the Greenhouse Loan. It will\nalso relieve the ongoing costs associated with maintaining the Nebraska and Michigan properties. The balance of the Greenhouse Loan as\nof March 31, 2026 and December 31, 2025 is $0. During the three months ended March 31, 2026 and 2025, the Trust recognized approximately\n$0 and $289,000, respectively, of late charges, forbearance fees, legal fees, foreclosure fees and appraisal fees which is included in\ninterest expense in Consolidated Statements of Operations. During the three months ended March 31, 2025, approximately $4,132,000 of\naccrued loan expenses related to the Greenhouse Loan is classified as current portion of long-term debt on the Balance Sheet.\n\n \n\nThe\namount of principal payments remaining on Power REIT’s debt as of March 31, 2026 is as follows:\n\n SCHEDULE OF LONG TERM DEBT \n\n  \nTotal Debt \n\n  \n  \n\n2026 (9 month remaining) \n 699,559 \n\n2027 \n 835,036 \n\n2028 \n 880,909 \n\n2029 \n 928,923 \n\n2030 \n 979,173 \n\nThereafter \n 16,005,899 \n\nLong term debt \n$20,329,499 \n\n \n\n**7\n– IMPAIRMENT AND ASSETS HELD FOR SALE**\n\n \n\nFor\nthe three months ended March 31, 2026 and 2025, the Trust recorded a non-cash impairment charge of approximately $247,000 and $0, respectively.\nAny decline in the estimated fair values of the Trust’s assets could result in impairment charges in the future. It is possible\nthat such impairments, if required, could be material.\n\n \n\nA\nsummary of the Trust’s impairment expense for the three months ended March 31, 2026 and 2025 is below:\n\n  SUMMARY OF TRUSTS IMPAIRMENT EXPENSES\n\n  \n2026  \n2025 \n\n  \nThree Months Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nAssets Held for Sale \n$247,353  \n$- \n\nLong-Lived Assets \n -  \n - \n\n  \n    \n - \n\nImpairment Expenses \n$247,353  \n$- \n\n \n\nAs\nof March 31, 2026, the Trust considered Maverick 1 (Ordway, CO), Tamarack 7 including MIP (Ordway, CO), Tamarack 19 (Ordway, CO), Tamarack\n3 (Ordway, CO), Tamarack 27 and 28 (Ordway, CO), Tamarack 4 and 5 (Ordway, CO), Walsenburg (CO), Desert Hot Spring (CA), and Vinita (OK),\nas Assets Held for Sale.\n\n \n\nThe\nTrust has aggregated and classified the assets and liabilities of properties to be sold as held for sale in its Consolidated Balance\nSheets as of March 31, 2026 since all criteria under ASC 360-10-45-9 were met. The balance sheet as of December 31, 2025 has been recast\nto achieve comparability by including the Tamarack 7 property which is now considered held for sale as of March 31, 2026. The December\n31, 2025 balance sheet also includes the Maverick 14 property which was sold during the first three months of 2026.\n\n \n\n16\n\n \n\n \n\nThe\nassets and liabilities of assets held for sale were as follows:\n\n SCHEDULE OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE\n\n  \nMarch 31, 2026  \nDecember 31, 2025 \n\n  \n   \n  \n\nASSETS \n    \n   \n\nLand \n 789,479  \n 844,019 \n\nGreenhouse cultivation and processing facilities, net of accumulated depreciation \n 4,790,924  \n 5,538,837 \n\n  \n    \n   \n\nTOTAL ASSETS - Held for sale \n 5,580,403  \n 6,382,856 \n\n  \n    \n   \n\nLIABILITIES \n    \n   \n\nAccounts payable \n 135,475  \n 135,475 \n\nAccrued expenses \n 1,247,267  \n 1,272,405 \n\n  \n    \n   \n\nTOTAL LIABILITIES - Held for sale \n 1,382,742  \n 1,407,880 \n\n \n\n**8\n– EQUITY AND LONG-TERM COMPENSATION**\n\n** **\n\nATM\nProgram\n\n \n\nOn\nJanuary 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with AGP pursuant to which the Trust\nmay, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to\nsell any common shares and there are limits on the dollar amount of common shares the Trust can sell pursuant to the Sales Agreement.\nIn addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE\nAmerican LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can\nbe 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\nregistered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting\nsecurities held by non-affiliates is $75 million or more. During the three months ended March 31, 2026, the Trust sold 10,781 common\nshares pursuant to the Sales Agreement for net proceeds of $10,945.\n\n \n\nSummary\nof Share Based Compensation Activity\n\n \n\nPower\nREIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and\napproved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory\nStock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s\npurpose is to secure and retain the services of Employees, Trustees and Consultants; to provide incentives for such persons to exert\nmaximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from\nincreases in value of the common shares through the granting of awards. As of March 31, 2026, the aggregate number of common shares that\nmay be issued pursuant to outstanding awards is currently 2,501,486 which is subject to adjustment per the Plan.\n\n \n\nSummary\nof Share-Based Compensation Activity – Options\n\n \n\nOn\nJuly 15, 2022, the Trust granted non-qualified stock options (“options”) to acquire 205,000 common shares at a price of $13.44\nto its independent trustees, officers and an employee. The term of each option is 10 years. The options vested over three years as follows:\nin a series of thirty-six (36) equal monthly installments measured from the Vesting Commencement Date on the same date of the month as\nthe Vesting Commencement Date which is August 1, 2022. The options are fully vested.\n\n \n\nThe\nTrust accounts for share-based payments using the fair value method. The Trust recognizes all share-based payments in its financial statements\nbased on their grant date fair values and market closing price, calculated using the Black-Scholes option valuation model.\n\n \n\n17\n\n \n\n \n\nThe\nfollowing assumptions were made to estimate fair value:\n\n SCHEDULE OF STOCK BASED COMPENSATION VALUATION ASSUMPTION OF ACTIVITY OPTIONS \n\nExpected Volatility \n 63%\n\nExpected Dividend Yield \n 0%\n\nExpected Term (in years) \n 5.8 \n\nRisk Free Rate \n 3.05%\n\nEstimate of Forfeiture Rate \n 0%\n\n \n\nThe\nTrust uses historical data to estimate dividend yield and volatility and the “simplified method” as described in the SEC\nStaff Accounting Bulletin #110 to determine the expected term of the option grants. The risk-free interest rate for the expected term\nof 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\nas a policy, has used a 0 percent forfeiture rate in calculating unrecognized share-based compensation expense and will instead, account\nfor forfeitures as they occur. On January 31, 2023, 6,250 options were forfeited and on April 30, 2023, 1,250 options were forfeited\nby 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\nforfeited due to the death of a Trustee.\n\n \n\nThe\nsummary of share-based compensation activity for the three months ended March 31, 2026, with respect to the Trust’s stock options,\nis as follows:\n\n SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION ACTIVITY \n\nSummary of Activity - Options \n   \n   \n  \n\n  \n   \nWeighted  \n  \n\n  \nNumber of  \nAverage  \nAggregate \n\n  \nOptions  \nExercise Price  \nIntrinsic Value \n\nBalance as of December 31, 2025 \n 187,500  \n$13.44  \n - \n\nOptions Forfeited \n -  \n 13.44  \n - \n\nBalance as of March 31, 2026 \n 187,500  \n 13.44  \n - \n\n  \n    \n    \n   \n\nOptions exercisable as of March 31, 2026 \n 187,500  \n$13.44  \n - \n\n \n\nThe\nweighted average remaining term of the options is 6.29 years.\n\n \n\nSummary\nof Share-Based Compensation Activity – Restricted Stock\n\n \n\nDuring\nthe three months ended March 31, 2026, the Trust did not grant any shares of restricted stock to its officer or independent trustees.\n\n \n\nShare-based\nCompensation\n\n \n\nDuring\nthe three months ended March 31, 2026, the Trust recorded approximately $0 of non-cash expense related to restricted stock and options\ngranted compared to approximately $22,000 of non-cash expense related to restricted stock and approximately $121,000 of non-cash expense\nrelated to options granted for the three months ended March 31, 2025. As of March 31, 2026, there was no unrecognized share-based compensation\nexpense for restricted stock and options. The Trust does not currently have a policy regarding the repurchase of shares on the open market\nrelated to equity awards and does not currently intend to acquire shares on the open market.\n\n \n\nPreferred\nStock Dividends\n\n \n\nDuring\nthe three months ended March 31, 2026 and 2025, the Trust did not declare a quarterly dividend of approximately $163,000 of dividends\nto holders of Power REIT’s Series A Preferred Stock.\n\n \n\n**9\n– SEGMENT INFORMATION**\n\n \n\nThe\nTrust operates as one single reportable segment as the operations are managed and reviewed on a consolidated basis. The Trust’s\nchief operating decision maker (“CODM”) is its Chief Executive Officer, who is responsible for making strategic decisions\nregarding the Trust’s real estate portfolio. The CODM evaluates the performance of the portfolio as a whole based on net operating\nincome and total assets. Performance is assessed by analyzing consolidated financial results and the CODM makes resource allocation decisions\nrelated to acquisition, dispositions, capital expenditures and leasing activities. No separate evaluation of individual property types\nis made at the operating segment level, rather performance is reviewed based on the overall portfolio’s performance.\n\n \n\n**10\n– CONTINGENCIES**\n\n \n\nThe\nTrust’s wholly-owned subsidiary, P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including\nrestrictions on share and debt issuance, including guarantees.\n\n \n\nLegal Proceedings\n\n \n\nFrom time to time, the Trust is party to various litigation matters incidental to the conduct of its business. The Trust is not presently\nparty to any legal proceedings the resolution of which it believes would have a material adverse effect on its business, prospects, financial\ncondition, liquidity, results of operation, cash flows or capital levels.\n\n \n\n**11\n- SUBSEQUENT EVENTS**\n\n \n\nOn\nMay 4, 2026, Power REIT received repayment of a previously written-off seller financing loan related to a prior asset sale which was previously referred to as the Sweet Dirt loan. Total\nproceeds received were approximately $794,000,\nincluding repayment of approximately $597,000\nof principal with the remaining amount relating to accrued interest and reimbursement of certain legal fees.\n\n \n\n18"}