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GENERATION INCOME PROPERTIES, INC.

GIPR
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Business Summary

Generation Income Properties, Inc. is an internally managed real estate investment trust (REIT) specializing in acquiring and managing income-producing retail, office, and industrial properties that are net leased to high-quality tenants across major U.S. markets. The company operates under an Umbrella Partnership Real Estate Investment Trust (UPREIT) structure, where substantially all assets are held by, and operations are conducted through, its Operating Partnership or its direct or indirect subsidiaries. As of December 31, 2025, the company owned 99.6% of the outstanding common units in the Operating Partnership, with outside investors holding 0.4% . The company believes its focus on properties leased to investment-grade or creditworthy tenants offers attractive risk-adjusted returns through current yields, long-term appreciation, and tenant renewals.

The company's core business model revolves around acquiring single-tenant commercial properties under net leases, where the tenant typically bears responsibility for most or all property-related expenses such as real estate taxes, insurance, and maintenance costs. This lease structure is intended to provide stable cash flows and minimize ongoing capital expenditures. The company targets properties in submarkets with high barriers to entry, diversified local economies, strong demographics, pro-business local governments, and high-quality local labor pools. It also seeks properties offering unique strategic advantages to tenants, such as specific locations, special zoning, unique physical attributes, below-market rents, or significant tenant investment, which contribute to a higher probability of tenant renewals.

As of December 31, 2025, the company's portfolio consisted of 25 leased properties, which were 100% occupied. Approximately 60% of the portfolio’s annualized rent was derived from tenants with an investment-grade credit rating of "BBB-" or better. The largest tenants, General Services Administration, Dollar General, and the City of San Antonio, collectively contributed approximately 39% of the portfolio’s annualized base rent. The average effective annual rental per square foot across the portfolio was $16.19 . Furthermore, 92% of the leases provided for increases in contractual base rent during future years or lease extension periods.

The company's portfolio is diversified across property types, with 29% of total base rent from office properties and 71% from retail/medical-retail properties as of March 31, 2026. Geographically, the properties are spread across 14 states and Washington D.C., with Virginia representing the largest concentration at 23% of total square feet and 25% of total annual base rent. Illinois accounts for 6% of total square feet and 8% of total annual base rent, while Arizona represents 18% of total square feet and 11% of total annual base rent.

For the fiscal year ended December 31, 2025, total revenue from operations was $9,739,942 , a decrease of $22,694 from $9,762,636 in 2024. This decline was attributed to five property sales, partially offset by three property acquisitions in February 2025, and lease concessions. The company reported a net loss of $6,389,000 for 2025, compared to a net loss of $4,872,888 in 2024. Net loss attributable to common shareholders was $10,340,904 in 2025, an increase from $8,444,487 in 2024. Basic and diluted loss per share attributable to common stockholders was $(2.00) in 2025, compared to $(1.64) in 2024. As of December 31, 2025, the company had total cash (unrestricted and restricted) of $6,198,816 , properties with a cost basis of $97,011,131 , and outstanding debt of $49,711,594 .

Year-over-year, general and administrative expense increased by $81,780 , or approximately 4% , to $2,191,051 in 2025. Building expenses decreased by $144,097 , or approximately 5% , to $2,529,527 . Depreciation and amortization increased by $230,514 , or approximately 5% , to $4,995,717 . Interest expense, net, saw a significant increase of $1,484,734 , or approximately 35% , reaching $5,771,280 , primarily due to $808,953 of default interest recognized from a loan payoff. Compensation costs increased by $179,946 , or approximately 17% , to $1,240,282 . Net cash provided by operating activities decreased by $92,888 to $929,474 in 2025.

During 2025, the company acquired interests in three single-tenant net-leased retail properties on February 6, 2025, for approximately $11.2 million , consisting of Operating Partnership units and the assumption of approximately $7.0 million in existing mortgage indebtedness. These properties are leased to Dollar General, Tractor Supply Company, and Zaxby's. The company also disposed of five properties for aggregate gross proceeds of approximately $24.3 million , recognizing a gain on sale of real estate of approximately $1.9 million . Net proceeds from dispositions were primarily used to repay property-level mortgage indebtedness, including a cross-collateralized loan, resulting in a loss on extinguishment of debt of $926,398 . The company suspended common stock dividend payments as of July 2024 .

Business Outlook

The company's strategy over the next twelve months is focused on improving its balance sheet and increasing stockholder equity and liquidity. This will be achieved by methodically and opportunistically marketing and selling a select group of up to 18 income-producing properties. These sales, if made, will be in addition to the 5 property sales completed in 2025. The goal of this near-term strategy is to obtain proceeds that, combined with anticipated equity capital-raising transactions, will enable the company to substantially reduce preferred stock obligations and certain commercial debt, positioning it for growth capital and less-expensive debt financing.

The company has already initiated the process of marketing these 18 properties through a broker experienced in selling single-tenant commercial net lease properties. Management believes that successful execution of this sale strategy will better position the balance sheet to attract growth capital and less-expensive debt financing, providing a foundation for resuming the growth of its asset base.

The company's long-term objective is to continue acquiring and managing a diversified portfolio of high-quality net leased properties that generate predictable cash flows and capital appreciation over market cycles. This includes focusing on traditional real estate fundamentals, targeting markets with attractive characteristics such as high-quality infrastructure and diversified local economies, and acquiring strategic net leased properties that offer unique advantages to tenants. The company also aims to maximize growth potential by investing incremental capital to accommodate tenant businesses, extend lease terms, and increase property value.

Regarding its capital structure, the company's long-term goal is to maintain a lower-leveraged capital structure and a lower outstanding principal amount of consolidated indebtedness. Over time, it intends to reduce debt positions by financing long-term growth with equity issuances and debt financing with staggered maturities. The company expects to maintain lower levels of debt encumbering its assets compared to current leverage over a long-term period.

The company has significant debt obligations, with aggregate debt maturities of approximately $12.8 million due in 2026, including Brown Family Enterprises loans and mortgage loans secured by properties in Sanford, Florida, and Cleveland, Tennessee, maturing in May 2026. The company is actively pursuing refinancing arrangements and other capital solutions to address these near-term obligations.

Risk Factors

The company faces substantial risks, including its limited operating history and current ownership of only twenty-five properties, which creates a lack of diversity and magnifies the impact of any single tenant's financial difficulties or lease termination . The company has a history of operating losses, with net losses of $6,389,000 in 2025 and $4,872,888 in 2024, and anticipates similar losses in the near future due to start-up costs and high general and administrative expenses relative to its portfolio size . There is a significant risk of delisting from Nasdaq due to non-compliance with the minimum stockholders' equity requirement of $2.5 million and the minimum bid price requirement of $1.00 per share . The company's ability to continue as a going concern is uncertain, as noted by its independent registered public accounting firm, contingent upon successful execution of management's plan to improve liquidity and profitability . Many properties rely on single tenants, making the company vulnerable to tenant bankruptcies, insolvencies, or non-renewals, which could reduce distributions . The company's ownership of twenty-five properties through preferred equity partnerships may lead to disagreements with partners whose interests may not align with stockholders . Furthermore, the Amended and Restated Limited Liability Company Agreement for GIP SPE grants LC2 substantial rights, including approval over annual operating budgets, property acquisitions/dispositions, lease modifications, and financing, which could significantly impede operations and financial flexibility . The Preferred Interest in GIP SPE has a cumulative accruing distribution preference of 15.5% per year, compounded monthly, increasing to 18% per annum if not redeemed by the mandatory redemption date, which was extended to August 10, 2026 . The company also faces risks from high levels of debt, which could increase loan payments and reduce cash available for distributions, especially with aggregate debt maturities of approximately $12.8 million due in 2026 .

Management Priorities

Management's message to shareholders conveys a clear focus on strategic repositioning and financial stabilization. The overall tone indicates a proactive approach to addressing current challenges, particularly concerning the balance sheet and Nasdaq listing compliance. Management explicitly states that its strategy over the next twelve months will concentrate on improving the balance sheet and increasing stockholder equity and liquidity by methodically and opportunistically marketing and selling a select group of up to 18 income-producing properties. These planned sales are in addition to the 5 property sales completed in 2025. The objective is to generate proceeds that, combined with anticipated equity capital-raising transactions, will enable the company to substantially reduce preferred stock obligations and certain commercial debt, thereby better positioning it for growth capital and less-expensive debt financing in the future. Management has confirmed to Nasdaq its plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement by August 2026 , which includes a combination of property sales, capital raises, and a reverse stock split, if necessary, prior to July 27, 2026 . The company does not anticipate resuming common stock distributions in the foreseeable future .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Our Company
  2. [2] Item 1, Business — Our Company
  3. [3] Item 1A, Risk Factors — Risks Related to Our Business and Properties
  4. [4] Item 1, Business — Our Current Portfolio as of December 31, 2025
  5. [5] Item 1, Business — Our Current Portfolio as of December 31, 2025
  6. [6] Item 1, Business — Our Current Portfolio as of December 31, 2025
  7. [7] Item 1, Business — Our Current Portfolio as of December 31, 2025
  8. [8] Item 1, Business — Our Current Portfolio as of December 31, 2025
  9. [9] Item 1, Business — Our Current Portfolio as of December 31, 2025
  10. [10] Item 1A, Risk Factors — A high concentration of our properties in a particular geographic area, or with tenants in a similar industry, magnify the effects of downturns in that geographic area or industry.
  11. [11] Item 1A, Risk Factors — A high concentration of our properties in a particular geographic area, or with tenants in a similar industry, magnify the effects of downturns in that geographic area or industry.
  12. [12] Item 2, Properties — Geographic Diversification Table
  13. [13] Item 2, Properties — Geographic Diversification Table
  14. [14] Item 2, Properties — Geographic Diversification Table
  15. [15] Item 2, Properties — Geographic Diversification Table
  16. [16] Item 2, Properties — Geographic Diversification Table
  17. [17] Item 2, Properties — Geographic Diversification Table
  18. [18] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  19. [19] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  20. [20] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  21. [21] Item 7, MD&A — Net Loss
  22. [22] Item 7, MD&A — Net Loss
  23. [23] Item 7, MD&A — Net Loss Attributable to Common Shareholders
  24. [24] Item 7, MD&A — Net Loss Attributable to Common Shareholders
  25. [25] Item 8, Consolidated Statements of Operations
  26. [26] Item 8, Consolidated Statements of Operations
  27. [27] Item 7, MD&A — Liquidity and Capital Resources
  28. [28] Item 7, MD&A — Liquidity and Capital Resources
  29. [29] Item 7, MD&A — Liquidity and Capital Resources
  30. [30] Item 7, MD&A — Expenses
  31. [31] Item 7, MD&A — Expenses
  32. [32] Item 7, MD&A — Expenses
  33. [33] Item 7, MD&A — Expenses
  34. [34] Item 7, MD&A — Expenses
  35. [35] Item 7, MD&A — Expenses
  36. [36] Item 7, MD&A — Expenses
  37. [37] Item 7, MD&A — Expenses
  38. [38] Item 7, MD&A — Expenses
  39. [39] Item 7, MD&A — Expenses
  40. [40] Item 7, MD&A — Expenses
  41. [41] Item 7, MD&A — Expenses
  42. [42] Item 7, MD&A — Expenses
  43. [43] Item 7, MD&A — Expenses
  44. [44] Item 7, MD&A — Expenses
  45. [45] Item 7, MD&A — Expenses
  46. [46] Item 7, MD&A — Cash from Operations Activities
  47. [47] Item 7, MD&A — Cash from Operations Activities
  48. [48] Item 7, MD&A — Acquisitions
  49. [49] Item 7, MD&A — Acquisitions
  50. [50] Item 7, MD&A — Dispositions
  51. [51] Item 7, MD&A — Dispositions
  52. [52] Item 7, MD&A — Debt Financing
  53. [53] Item 7, MD&A — Capital Activity and Distributions
  54. [54] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  55. [55] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  56. [56] Item 7, MD&A — Liquidity and Capital Resources
  57. [57] Item 1A, Risk Factors — We have limited operating history and may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our stockholders.
  58. [58] Item 1A, Risk Factors — We have experienced losses in the past, and we will likely experience similar losses in the near future.
  59. [59] Item 1A, Risk Factors — We have experienced losses in the past, and we will likely experience similar losses in the near future.
  60. [60] Item 1A, Risk Factors — We have experienced losses in the past, and we will likely experience similar losses in the near future.
  61. [61] Item 1A, Risk Factors — We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders' Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.
  62. [62] Item 1A, Risk Factors — We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders' Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.
  63. [63] Item 1A, Risk Factors — We continue to have significant debt obligations and our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
  64. [64] Item 1A, Risk Factors — Many of our current and future properties depend upon a single tenant for all or a majority of the rental income, and our financial condition and ability to make distributions may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of a single tenant.
  65. [65] Item 1A, Risk Factors — We own twenty-five of our properties through preferred equity partnerships, which may lead to disagreements with our partners and adversely affect our interest in the partnerships.
  66. [66] Item 1A, Risk Factors — The Amended and Restated Limited Liability Company Agreement for GIP SPE, entered into by the Operating Partnership and LC2, contains provisions that could significantly impede our operations and our ability to efficiently manage our business and that could materially and adversely affect our financial condition, results of operations and cash flows, the trading price of our common stock and our ability to pay dividends to our common stockholders in the future.
  67. [67] Item 7, MD&A — LC2-NNN Pref, LLC
  68. [68] Item 7, MD&A — LC2-NNN Pref, LLC
  69. [69] Item 7, MD&A — LC2-NNN Pref, LLC
  70. [70] Item 7, MD&A — Liquidity and Capital Resources
  71. [71] Item 7, MD&A — Liquidity and Capital Resources
  72. [72] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  73. [73] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  74. [74] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  75. [75] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  76. [76] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions

Analysis on 5/21/2026