Stewards Inc

Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 3.02 Unregistered Sales of Equity Securities. On July 24, 2026, subsidiaries of Stewards, Inc. (the “Company”) closed a senior secured loan and a mezzanine loan in connection with the refinancing of the Company’s multifamily property commonly known as Block 40 / 1818 Park, located at 1818 Hollywood Boulevard, Hollywood, Florida (the “Property”). On or about July 27, 2026, the Company also closed a $5.0 million secured convertible note financing and funded the initial tranche of a related convertible note investment in connection with the HOPCo transaction. Senior Loan ($69.0 million) Block 40 Property, LLC, a Delaware limited liability company and indirect subsidiary of the Company (“Mortgage Borrower”), entered into a Loan Agreement dated as of July 24, 2026 (the “Senior Loan Agreement”) with VMC CRE Master Lending Upper REIT LLC (the “Senior Lender”), pursuant to which the Senior Lender made a senior loan in the principal amount of $69,000,000 (the “Senior Loan”). The Senior Loan is evidenced by an Amended and Restated Promissory Note dated July 24, 2026 in the principal amount of $69,000,000 and is secured by, among other things, an Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Financing Statement and Notice of Future Advance encumbering the Property, together with related security documents. Documentary stamp taxes required under Florida law were previously paid in connection with the prior indebtedness. The Senior Note evidences a renewal, amendment and restatement of such prior indebtedness, with no new obligors and no additional principal advanced. No additional Florida documentary stamp tax is due pursuant to Section 201.09, Florida Statutes. Key material terms include interest at Term SOFR plus a margin of 350 basis points (3.50%) (subject to floors); provided, however, that from and after the Margin Change Date, the Term SOFR Margin shall be reduced to 300 basis points (3.00%), original maturity of August 7, 2028 with three successive one-year extension options, 1.00% origination and exit fees, customary cash-management and SPE covenants, and limited-recourse carve-outs supported by guaranties from the Company and certain of its affiliates, including Shaun A. Quin (Chief Executive Officer), Glen Steward (Chairman of the Board), and Stewards International. Mezzanine Loan ($10.0 million) Simultaneously, Block 40 Holdco LLC, a Delaware limited liability company (“Mezzanine Borrower”), entered into a Mezzanine Loan Agreement dated as of July 24, 2026 (the “Mezzanine Loan Agreement”) with 1818 Mezz Lender LLC (the “Mezzanine Lender”), pursuant to which the Mezzanine Lender made a mezzanine loan in the principal amount of up to $10,000,000 (the “Mezzanine Loan”). The Mezzanine Loan is evidenced by a Mezzanine Promissory Note and is secured by a first-priority Pledge and Security Agreement pledging 100% of the limited liability company interests in Mortgage Borrower, together with related collateral assignments and UCC filings. Key material terms include interest at Term SOFR plus 12.00% (floor 14.50%) until the Margin Change Date, thereafter Term SOFR plus 10.50% (floor 14.00%), original maturity of August 7, 2028 with three successive one-year extension options (subject to parallel Senior Loan extension, LTV and debt-yield tests), 1.00% origination and exit fees, an Interest and Carry Reserve, and guaranties from the Company and certain of its affiliates, including Shaun A. Quin, Glen Steward, and Stewards International, covering limited-recourse carve-outs, carry costs/debt service, and a limited payment guaranty capped at $19,750,000. The Senior Lender and Mezzanine Lender are parties to an Intercreditor Agreement. 2 $5.0 Million Secured Convertible Note Financing On or about July 27, 2026, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with three accredited investors pursuant to which the Company issued and sold Secured Convertible Promissory Notes in the aggregate principal amount of $5,000,000 (the “Convertible Notes”) and accompanying Common Stock Purchase Warrants (the “Warrants”). Key material terms of the Convertible Notes include: § Principal amount: $5,000,000 in the aggregate. § Interest: 15% per annum, computed on a 365-day year. § Maturity: 180 days after issuance. § Automatic conversion on the Maturity Date of outstanding principal plus accrued interest into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $3.00 per share. Any conversion prior to maturity requires the Company’s prior written consent. Cash repayment in lieu of conversion also requires the Company’s prior written agreement. § Prepayable at any time without premium or penalty upon 15 days’ notice. § Events of Default include non-payment (5-business-day cure), bankruptcy, material breach (30-day cure), and cessation of ordinary-course business; default interest increases to 18%. § Full recourse; secured by a first-priority security interest. The Convertible Notes are secured by a Security Agreement dated as of the same date granting the investors a continuing first-priority security interest in substantially all of the Company’s personal property (Accounts, Chattel Paper, Deposit Accounts, Equipment, Inventory, General Intangibles (including intellectual property and customer lists), Instruments, Investment Property, and all proceeds and products thereof). Each Warrant entitles the holder to purchase a number of shares of Common Stock equal to the principal amount of the related Convertible Note divided by $3.00 (aggregate 1,666,665 shares), at an exercise price of $3.00 per share, for a term of five years from issuance. Cashless exercise is prohibited. The Convertible Notes and Warrants were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder, solely to accredited investors. The securities are subject to customary transfer restrictions. Proceeds are to be used to fund payments under the promissory note issued in connection with the HOPCo acquisition pursuant to the Letter of Intent dated June 2, 2026, and for general corporate purposes. HOPCo Convertible Note (First Tranche Funding) On or about July 27, 2026, HOPCo Intermediate Holdings II, Inc., a Delaware corporation (“HOPCo Issuer”), issued a Convertible Promissory Note (the “HOPCo Note”) to the Company in an Available Amount of up to $25,000,000. Key material terms include: § Initial funding of at least $5,000,000 on the Closing Date, with the balance of the Available Amount to be funded on or prior to August 31, 2026. § Interest: 8% per annum, paid-in-kind (PIK) annually and compounding. § Maturity: July 27, 2031. § If an Equity Closing (Company or affiliate investment of at least $205,000,000 in Class A2 Units of HOPCo Group Holdings, L.P.) does not occur on or prior to October 31, 2026, the HOPCo Note automatically converts into Class A2 Units of HOPCo Group Holdings, L.P. at a Conversion Price based on a 20× Adjusted EBITDA enterprise value for the trailing twelve-month period ended August 31, 2026 (subject to confirmation by an independent valuation firm). § Upon an Equity Closing, the then-outstanding Repayment Amount is repaid in full (or may be netted against the equity purchase price by mutual agreement). § Structurally subordinated to senior secured debt of the HOPCo Issuer and its subsidiaries. § Unconditionally guaranteed by HOPCo Group Holdings, L.P. The descriptions of the Senior Loan Agreement, Mezzanine Loan Agreement, Note Purchase Agreement, Convertible Notes, Security Agreement, Warrants, HOPCo Note, and related documents are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.