Key Highlights

● Stewards completed the purchase of Envy Pompano Beach for an aggregate contractual price of $90.0 million, according to its 8-K.

● The property includes 214 apartments in two 11-story buildings completed in 2020, plus commercial space and a 26-slip marina.

● The price included 14,263,025 new common shares valued at $3.00 each, a $2.0 million seller note and refinanced debt.

● A $47.7 million LoanCore Mortgage matures October 9, 2028, with an option to extend to October 9, 2029.

Stewards, Inc. (NASDAQ:SWRD) filed a Form 8-K on September 29, 2026, reporting that it completed on September 23, 2026 the purchase of Envy Pompano Beach, a mixed-use property in Pompano Beach, Florida, for an aggregate contractual purchase price of $90.0 million. The property includes 214 apartments and a 26-slip marina. The company paid with a mix of new debt, newly issued common stock and a seller note. The filing reports under Items 1.01, 2.01, 2.03 and 3.02, covering the agreements, the completed acquisition, the new financial obligations and the unregistered share issuance.

The Property and the Sellers

The Acquisition was made through a Stewards subsidiary, SRC Envy Holdco LLC. The sellers were Envy Development PB, LLC and The Myelin Group, LLC. The filing describes the asset as 214 residential apartments in two 11-story buildings completed in 2020, along with commercial space, a marina with 26 boat slips and a community center, located at 425-475 East Atlantic Boulevard in Pompano Beach.

The filing addresses a possible related-party question. It says Glen Steward, the company's Chairman, holds an immaterial, indirect passive Investment in the seller structure but does not control it, and on that basis the company concluded that the transaction was not a related-party transaction.

How the $90.0 Million Was Made Up

The contractual price consisted of a Credit for the company's acquisition deposit, the refinancing of $44,557,435.93 of existing debt, the issuance of 14,263,025 shares of common stock at a negotiated value of $3.00 per share, or about $42.8 million, and a $2.0 million unsecured Promissory Note to Envy Development PB, LLC. The $3.00 figure is a contractual value for the deal, not a market price. Of the shares, 13,788,066 went to Envy Development PB and 474,959 to The Myelin Group. They were issued under the Section 4(a)(2) exemption from registration for transactions not involving a public offering, and after the issuance 225,625,627 common shares were outstanding.

Of the newly issued shares, 7,000,000 were placed in escrow. The filing says that beginning October 5, 2026 the company must make monthly $3.0 million cash payments through April 2027, and that 1,000,000 escrowed shares are cancelled with each payment. If payments are late, daily liquidated damages begin at $1,000 per day and rise to $2,000 per day after the first month. The company must also file a resale registration statement for the escrowed shares within 30 days and have it declared effective within 60 days, or 90 days if the SEC reviews it.

The Financing

The property-level mortgage is a $47.7 million Loan from LoanCore Capital Credit REIT LLC. It bears interest at one-month Term SOFR, subject to a 3.35 percent floor, plus 3.60 percent. The loan is interest-only and matures on October 9, 2028, with an option to extend to October 9, 2029. The guarantors named include Bernard Hsiao, Michael Hsiao, Glen Steward, Shaun Quin, who is the company's Chief Executive Officer, and the company itself. Exhibits filed with the 8-K include the purchase agreement, a registration rights agreement, the loan agreement, mortgage and guaranty documents, Cash Management and escrow agreements, and financial statements of the Envy entities.

The seller note of $2.0 million is unsecured and, according to the filing, is due on October 5, 2026.

Envy Pompano Beach Payments Start October 5

Several dates in the filing are near. The seller note is due on October 5, 2026, the same date the monthly $3.0 million payments and related share cancellations begin. The resale registration statement for the escrowed shares is due within 30 days. Further out, the mortgage matures in October 2028 unless extended to October 2029. The company's next periodic report should show how the property contributes to results and how the new Debt and payment obligations affect its balance sheet. Projections for the property's income are not provided in the 8-K.