Current Report · Items 8.01 · 8-K
Stewards Inc
SWRDNASDAQEQUITYCurrent
Other Events
Item 8.01 Other Events. On September 9, 2026, the Board of Directors (the "Board") of Stewards, Inc. (the "Company") approved a standstill and additional review process concerning a previously contemplated recognition program under the Company's 2024 Equity Incentive Plan (the "Plan").…
Filed Sep 14, 2026Accepted Sep 14, 2026, 5:29 PM EDTCIK 1795851Accession 0001663577-26-000275
Company context
We are a diversified financial services company with two complementary business platforms: Private Credit and Real Estate. Our strategy is to provide alternative financing solutions to small and medium-sized businesses (SMBs) underserved by traditional lenders, while also building a portfolio of income-producing and value-enhancing real estate assets. Together, these businesses are designed to broaden our revenue base, strengthen the balance sheet with tangible assets, and support long-term, capital-efficient growth.
Current securities
Historical securities (1)
Disclosure sections
Items 8.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
September 9, 2026, the Board of Directors (the "Board") of Stewards, Inc. (the "Company") approved a standstill and
additional review process concerning a previously contemplated recognition program under the Company's 2024 Equity Incentive Plan (the
"Plan").
In
November 2025, the Board and the Company's majority shareholder authorized a contemplated recognition program of up to 3,000,000 restricted
stock units ("RSUs") under the Plan, with an intended award of 250,000 RSUs for each of twelve proposed recipients (the "Prior
Approval"). No individual award agreements or notices under the Plan were executed, no shares were issued in settlement of the contemplated
awards, and the Company does not treat any RSUs contemplated by the Prior Approval as outstanding.
The
September 9, 2026 action does not grant any RSUs, select or approve any recipient, determine any award amount or vesting condition, establish
any grant date, or authorize the issuance of any settlement shares. The independent directors Zachary Graeve, Wael Barsoum and John Bode
will not receive any RSUs contemplated by the Prior Approval.
Any
later awards, if made at all, would be limited to Glen Steward, Shaun Quin, other members of management and employees who are eligible
under the Plan and applicable law. Consultants, outside counsel, listing advisers, finders and investor-relations providers will not
receive the contemplated recognition RSUs. Any later award would require further action by the Compensation Committee acting through
directors who are not proposed recipients, execution of a written or electronic award agreement or notice under the Plan, and an effective
registration statement on Form S-8 or another exemption confirmed by counsel. No future grant date may be backdated.
The
Board has directed the Company's authorized officers, together with securities counsel, to prepare and file a registration statement
on Form S-8 covering shares issuable under the Plan. No recognition award, if later granted, will be settled until that registration
statement is effective or counsel confirms in writing that another exemption is available.
The
Company is providing this disclosure to clarify the implementation status of the Prior Approval. Registration Statement No. 333-291586
previously described the Prior Approval as an "issuance" of 3,000,000 RSUs. As described above, no individual award agreements
or notices under the Plan were executed and no shares were issued in settlement. The Company is not treating this action as the cancellation
of outstanding RSUs because it does not treat any RSUs contemplated by the Prior Approval as outstanding.