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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Power REIT (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
73933H101 (CUSIP Number) |
Henry Posner III 535 Smithfield Street, Suite 960, Pittsburgh, PA, 15222 412-928-7700 Briar McNutt Epstein Becker & Green, P.C., 875 Third Avenue New York, NY, 10022 212-351-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/24/2025 (Date of Event Which Requires Filing of This Statement) |
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
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| CUSIP No. | 73933H101 |
| 1 |
Name of reporting person
POSNER HENRY III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
171,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage is calculated based on 3,389,661 shares of Common Stock outstanding as of October 22, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on October 24, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 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 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Henry Posner III, an individual and citizen of the United States of America (the "Reporting Person"). |
| (b) | The business address of the Reporting Person is 535 Smithfield Street, Suite 960, Pittsburgh, Pennsylvania 15222. |
| (c) | The principal occupation of the Reporting Person is Chairman of Railroad Development Corporation, with an address of 535 Smithfield Street, Suite 960, Pittsburgh, Pennsylvania 15222. |
| (d) | During the past five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he has become or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to them. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 171,000 shares of Common Stock reported on this Schedule 13D as beneficially owned by the Reporting Person is approximately $105,043.00, including brokerage commission. Such shares were acquired with the Reporting Person's personal funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Person purchased the shares of Common Stock based on the Reporting Person's belief that the shares, when purchased, were undervalued and represented an attractive investment opportunity.
Except as otherwise disclosed in this Schedule 13D, the Reporting Person does not currently have any plan or proposal that would result in or relate to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including without limitation the Issuer's financial condition and strategic direction, actions taken by its board of directors, the market price of the Common Stock, alternative investment opportunities, conditions in the securities markets, and general economic and industry developments, the Reporting Person may in the future take such actions with respect to his investment in the Issuer on terms and at such times as he deems appropriate. These actions may include, without limitation, acquiring additional shares of Common Stock, disposing of some or all of his holdings in Common Stock, engaging in discussions with the Issuer's management, board of directors, other shareholders, or third parties concerning the Issuer, and/or modifying his intentions with respect to any or all matters referred to in Item 4 of Schedule 13D.
The Reporting Person may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person may be deemed to beneficially own 171,000 shares of the Issuer's Common Stock, representing 5.0% of the Issuer's outstanding Common Stock, which is calculated based on 3,389,661 shares of Common Stock outstanding as of October 22, 2025, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on October 24, 2025. |
| (b) | The Reporting Person has sole voting and dispositive power of 171,000 shares of Common Stock. The Reporting Person does not share any voting or dispositive power with respect to his ownership of the Issuer's Common Stock. |
| (c) | The transactions in the shares of the Issuer's Common Stock by the Reporting Person during the past 60 days are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. All such transactions were effected in the open market. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Number Description
99.1 Transactions in the Issuer's Common Stock During the Past 60 Days
99.2 Power of Attorney by Henry Posner III for Executing Schedule 13D and Schedule 13G |
| 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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