Stewards, Inc 8-K, filed Sep 22, 2026
Stewards, Inc. (SWRD)
About this 8-K
Stewards, Inc filed this 8-K on September 22, 2026, reporting on events of September 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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). |
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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
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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.
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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
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