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Form 8-K

sec.gov

8-K — Stewards, Inc.

Accession: 0001663577-26-000303

Filed: 2026-09-22

Period: 2026-09-21

CIK: 0001795851

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — swrd_8k092126.htm (Primary)

EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, EFFECTIVE AS OF SEPTEMBER 1, 2026, BY AND BETWEEN STEWARDS, INC. AND FAVO HOLDINGS, LLC (ex10_1.htm)

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September

21, 2026

Stewards, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-43473

88-0436017

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4300 N. University Drive Suite D-105

Lauderhill, Florida

33351

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 1.516.419-5300

Not

Applicable

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

SWRD

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company   [ ]

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act.      [ ]

1

Item

1.01 Entry into a Material Definitive Agreement

On

September 21, 2026, Stewards, Inc. (the “Company”) entered into Amendment No. 2 to Promissory Note (the “Amendment”),

effective as of September 1, 2026, with FAVO Holdings, LLC (the “Holder”).

The

Amendment further amends the Promissory Note dated June 1, 2023, in the original principal amount of $4,700,000 (the “Original

Note”), as amended by Amendment No. 1 to Promissory Note effective as of June 1, 2026 (the “First Amendment,” and together

with the Original Note, the “Note”). Under the First Amendment, the final installment of principal in the amount of $1,600,000

(the “Final Installment”), together with accrued interest, was due and payable on September 1, 2026. The Final Installment

remains outstanding.

The

Holder is a related party owned 65% by Vincent Napolitano, the Company's Chairman Emeritus and former Chief Executive Officer, and 35%

by Shaun Quin, the Company's Chief Executive Officer and a director. Mr. Quin recused himself from the Board’s deliberation and

vote on the Amendment. The Amendment was approved by the disinterested members of the Board.

Pursuant

to the Amendment:

•

The maturity date of the Final Installment was extended from September 1, 2026 to October 15, 2026 (the “Extended Maturity Date”).

•

The outstanding principal of $1,600,000 continues to bear simple interest at the rate of ten percent (10%) per annum for the period from

September 1, 2026 through October 15, 2026, computed on a consistent straight-line basis per month and aggregating $20,000. The $20,000

is due on the Extended Maturity Date together with the Final Installment and any other accrued and unpaid interest then outstanding.

Previously accrued unpaid interest under the Note and the First Amendment remains outstanding and is also due on the Extended Maturity

Date.

•

The fifteen percent (15%) per annum default interest rate under the Original Note is waived solely for the period from June 1, 2026 through

October 15, 2026, including any failure to pay the Final Installment on May 31, 2026 or September 1, 2026. If the Company fails to pay

the Final Installment and all accrued and unpaid interest in full on October 15, 2026, the waiver ceases to apply as of that date and

the fifteen percent (15%) default interest rate is reinstated on all amounts then outstanding from and after October 15, 2026 until paid.

•

Payments continue to be applied first to accrued and unpaid interest and then to principal. Except as specifically amended, the Note

remains in full force and effect.

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

10.1

Amendment No. 2 to Promissory Note, effective as of September 1, 2026, by and between Stewards, Inc. and FAVO Holdings, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Stewards,

Inc.

/s/

Katuischia Murless

Katuischia

Murless

Chief Financial Officer

Date

September 21, 2026

3

EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, EFFECTIVE AS OF SEPTEMBER 1, 2026, BY AND BETWEEN STEWARDS, INC. AND FAVO HOLDINGS, LLC

EX-10.1

Filename: ex10_1.htm · Sequence: 5

STEWARDS INC.

AMENDMENT

NO. 2 TO PROMISSORY NOTE

THIS AMENDMENT NO. 2 (this

“Amendment”) to that certain Promissory Note dated June 1, 2023 in the original principal amount of US $4,700,000 (the “Original

Note”), as amended by that certain Amendment No. 1 to Promissory Note dated June 1, 2026 (the “First Amendment,” and

together with the Original Note, the “Note”), by and between Stewards Inc., a Nevada corporation formerly known as Favo Capital,

Inc. (the “Company” or “Maker”), and FAVO Holdings, LLC (the “Holder”), is entered into as of September

1, 2026 (the “Effective Date”). Capitalized terms used but not defined herein have the meanings given in the Note.

RECITALS

A.

Under the Note, the final installment of principal in the amount of $1,600,000 (the “Final

Installment”), together with accrued interest at 6.0% per annum through May 31, 2026 and at 10.0% per annum thereafter pursuant

to the First Amendment, was due and payable on September 1, 2026. Interest is computed on the basis of a 365-day or 366-day year, as applicable,

and actual days elapsed. The Final Installment is held by the Holder, which is owned 65% by Vincent Napolitano and 35% by Shaun Quin.

B.

The Final Installment remains outstanding. The Company and the Holder desire to further extend

its maturity to October 15, 2026 and to continue the interest rate applicable from June 1, 2026, as set out herein, in order to bring

the obligation into compliance and provide for its orderly repayment. The parties intend to keep this a simple amendment of the Note.

C.

Section 11(d) of the Original Note provides that the Original Note may not be modified or amended

except in a writing executed by the party to be charged, and Section 13 of the Original Note expressly authorizes renewals, extensions

and modifications of the terms of payment thereunder. This Amendment constitutes such a writing and is executed by the Company and the

Holder.

AGREEMENT

NOW, THEREFORE, in consideration

of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties

agree as follows:

1.

Amendment of Maturity.

Section 2(a) of the Original

Note, as amended by the First Amendment, is hereby further amended so that the Final Installment of principal in the amount of $1,600,000,

previously due and payable on September 1, 2026, shall instead be due and payable in full on October 15, 2026 (the “Extended Maturity

Date”).

2.

Interest Rate.

The outstanding principal

of $1,600,000 shall continue to bear simple interest at the rate of ten percent (10%) per annum, computed on a consistent straight-line

basis per month, for the period from September 1, 2026 through October 15, 2026, aggregating Twenty Thousand Dollars ($20,000.00), which

shall be due and payable on the Extended Maturity Date together with the Final Installment and any other accrued and unpaid interest then

outstanding.

3.

Limited Waiver of Default Interest Rate.

The fifteen percent (15%)

per annum default interest rate set forth in Section 6(a) of the Original Note is hereby waived solely with respect to the period from

June 1, 2026 through October 15, 2026 (the “Extension Period”), including with respect to any failure to pay the Final Installment

on May 31, 2026 or September 1, 2026. During the Extension Period, no default interest shall accrue, and the outstanding principal shall

bear interest solely at the ten percent (10%) per annum rate set forth in Section 2 above. This limited waiver does not otherwise modify,

supersede, or terminate Section 6(a) of the Original Note, which shall remain in full force and effect. If the Company fails to pay the

Final Installment, together with all accrued and unpaid interest, in full on the Extended Maturity Date (October 15, 2026), then the waiver

set forth in this Section 3 shall cease to apply as of October 15, 2026, and the fifteen percent (15%) per annum default interest rate

under Section 6(a) of the Original Note shall be reinstated and enforceable in full on all amounts then outstanding from and after October

15, 2026 until paid, in addition to all other rights and remedies of the Holder under the Original Note. The parties acknowledge and agree

that any Event of Default arising solely from the failure to pay the Final Installment on May 31, 2026 or September 1, 2026 is hereby

waived, such waiver being conditioned upon payment of all amounts due in full on the Extended Maturity Date.

4.

Application of Payments.

Consistent with Section

2(c) of the Original Note, all payments shall be applied first to accrued and unpaid interest and then to principal.

5.

Amendment of Other Provisions.

Wherever necessary, all

other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein,

the Note shall remain in full force and effect.

6.

Representations and Warranties.

(a)

The Company represents and warrants that after giving effect to this Amendment (including the waiver

and cure set forth in Section 3), no Event of Default has occurred and is continuing under the Note, (ii) the execution and delivery of

this Amendment have been duly authorized by all necessary corporate action, and (iii) this Amendment constitutes the legal, valid and

binding obligation of the Company, enforceable in accordance with its terms.

(b)

The Holder represents and warrants that it is the holder of the Note, that it has full power and

authority to enter into this Amendment, and that no consent of any third party is required for the Holder to do so.

7.

Governing Law; Venue.

This Amendment shall be

governed by and construed in accordance with the internal substantive laws of the State of Nevada, without regard to conflict of law principles.

The exclusive venue of any action arising under or in connection with this Amendment shall be the state or federal courts located in Clark

County, Nevada.

2

8.

Counterparts; Electronic Signatures.

This Amendment may be executed

in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery

of an executed counterpart by facsimile, email, or electronic signature (e.g., DocuSign) shall be as effective as delivery of an original

executed counterpart.

9.

Entire Agreement.

This Amendment, together with

the Note, constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements

and understandings, written or oral, including any prior separate extension arrangements with respect to portions of the Final Installment.

IN WITNESS WHEREOF, the undersigned

have executed this Amendment as of the Effective Date.

COMPANY:

Stewards Inc.

/s/ Katy Murless

Signature

Print Name: Katy Murless

Title: Chief Financial Officer Date: 9/21/2026

(To be signed by a duly authorized officer of the Company.)

HOLDER:

FAVO Holdings, LLC

By its members / owners:

Vincent Napolitano - Member (65%)

/s/ Vincent

Napolitano

Signature

Date:

9/18/2026

Shaun Quin - Member (35%)

/s/ Shaun Quin

Signature

Date:

9/18/2026

3

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