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GENERATION INCOME PROPERTIES, INC.

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Business Summary

Generation Income Properties, Inc. is an internally managed real estate investment trust (REIT) focused on acquiring and managing income-producing retail, office, and industrial properties net leased to high-quality tenants in major markets across the United States. The company operates using an Umbrella Partnership Real Estate Investment Trust (UPREIT) structure, where substantially all assets are held by and operations conducted through its Operating Partnership. 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 single-tenant commercial properties offers advantages such as less management, lower operating capital, and reduced tenant turnover compared to multi-tenant properties.

The company's core business model revolves around acquiring and managing net-leased properties, where tenants typically bear most or all property-related expenses like real estate taxes, insurance, and maintenance costs. This structure aims to provide stable cash flows and minimize ongoing capital expenditures. The primary customer segments are high-quality tenants, with approximately 60% of the portfolio's annualized rent as of December 31, 2025, derived from tenants with an investment-grade credit rating of "BBB-" or better. Key tenants include the General Services Administration, Dollar General, and the City of San Antonio, which collectively contributed approximately 39% of the portfolio's annualized base rent as of December 31, 2025.

As of December 31, 2025, the company's portfolio consisted of 25 properties, which were 100% leased and occupied. The average effective annual rental per square foot was $16.19 . The 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 annualized base rent.

For the fiscal year ended December 31, 2025, total revenue from operations was $9,739,942 , a slight decrease of $22,694 from $9,762,636 in 2024. This decrease 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 the twelve months ended December 31, 2025, compared to a net loss of $4,872,888 in the prior year. Net loss attributable to common shareholders was $10,340,904 for 2025, an increase from $8,444,487 in 2024. Basic and diluted EPS for 2025 was $(2.00) , compared to $(1.64) in 2024.

Operating expenses for 2025 totaled $16,727,857 , an increase from $14,894,980 in 2024. This was primarily driven by a 35% increase in interest expense, net, to $5,771,280 , which included $808,953 of non-recurring default interest. Depreciation and amortization also increased by 5% to $4,995,717 . General and administrative expenses rose by 4% to $2,191,051 , while building expenses decreased by 5% to $2,529,527 . Compensation costs increased by 17% to $1,240,282 .

During 2025, the company 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 these sales were primarily used to repay property-level mortgage indebtedness. In February 2025, the company acquired interests in three single-tenant net-leased retail properties for approximately $11.2 million , consisting of Operating Partnership units and the assumption of approximately $7.0 million in existing mortgage indebtedness. The company's cash and cash equivalents and restricted cash totaled $6,198,816 as of December 31, 2025, with outstanding debt of $49,711,594 .

Business Outlook

The company's near-term strategy over the next twelve months is focused on improving its balance sheet and increasing stockholder equity and liquidity through the methodical and opportunistic marketing and selling of a select group of up to 18 income-producing properties. These potential sales would be in addition to the 5 property sales made in 2025. The goal 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, thereby better 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. Successful execution of this near-term sale strategy is expected to improve the balance sheet and attract growth capital and less-expensive debt financing, providing a foundation for resuming asset base growth.

Regarding its Nasdaq listing, the company received notice in August 2025 that it no longer maintained at least $2.5 million in stockholders' equity, as required by Nasdaq Listing Rule 5550(b)(1). It also received notice on January 28, 2025 , that its common stock bid price had fallen below $1.00 per share for 30 consecutive business days, failing to comply with Nasdaq Listing Rule 5550(a)(2). The company was given until July 27, 2026 , to regain compliance with the Minimum Bid Requirement. To address these issues, the company submitted a plan to the Nasdaq Hearings Panel on March 24, 2026 , requesting an extension until August 2026 , with the plan including property sales, capital raises, and a reverse stock split.

The company's long-term objective remains to acquire and manage a diversified portfolio of high-quality net leased properties that generate predictable cash flows and capital appreciation. This strategy involves focusing on 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.

The company's financing strategy aims to maintain a lower-leveraged capital structure and reduce the outstanding principal amount of consolidated indebtedness over the long term. It intends to finance long-term growth with equity issuances and debt financing with staggered maturities. Over a long-term period, the company plans to maintain lower levels of debt encumbering its assets compared to current leverage. As of December 31, 2025, the company has 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 significant risks, including its limited operating history and recurring net losses, which were $6,389,000 in 2025 and $4,872,888 in 2024, raising substantial doubt about its ability to continue as a going concern. Its portfolio of only 25 properties lacks sufficient diversity, making it highly vulnerable to the financial instability or lease termination of a single tenant, especially given that five tenants collectively contributed approximately 67% of annualized base rent as of March 31, 2026. The company is at risk of delisting from Nasdaq due to non-compliance with the $2.5 million minimum stockholders' equity requirement and the $1.00 minimum bid price requirement, which could severely harm stock liquidity and capital-raising ability. Operational flexibility is constrained by the GIP SPE Operating Agreement, which requires LC2's approval for significant actions and mandates a cumulative accruing distribution preference of 15.5% per year, compounded monthly, for LC2's preferred equity interest. High levels of debt, totaling $49,711,594 as of December 31, 2025, and potential increases in interest rates, could increase loan payments and reduce cash available for distributions, with $12.8 million in debt maturities due in 2026. Furthermore, the company's reliance on information technology networks and systems exposes it to cybersecurity risks, and its tax protection agreements could give rise to material liability upon certain property dispositions.

Management Priorities

Management's message to shareholders emphasizes a near-term strategic shift to improve the balance sheet and liquidity, notwithstanding the long-term objective of acquiring and managing a diversified portfolio of high-quality net-leased properties. The company plans to methodically and opportunistically market and sell up to 18 income-producing properties, in addition to the 5 property sales completed in 2025, to generate proceeds for reducing preferred stock obligations and commercial debt. This strategy is intended to better position the company for growth capital and less-expensive debt financing, providing a foundation for resuming asset base growth. Management is actively monitoring the Nasdaq listing requirements, including the $2.5 million minimum stockholders' equity and $1.00 minimum bid price rules, and has submitted a plan to regain compliance by August 2026 , which may include a reverse stock split. The company's strategic priorities for the period ahead are focused on balance sheet improvement through asset dispositions and capital raises, addressing Nasdaq listing compliance, and ultimately resuming the growth of its asset base.

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 1, Business — Our Current Portfolio as of December 31, 2025
  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 1A, Risk Factors — Risks Related to Our Business and Properties
  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 1A, Risk Factors — General Risks Related to Investments in Real Estate
  10. [10] Item 1A, Risk Factors — General Risks Related to Investments in Real Estate
  11. [11] Item 2, Properties — Geographic Diversification Table
  12. [12] Item 2, Properties — Geographic Diversification Table
  13. [13] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  14. [14] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  15. [15] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024
  16. [16] Item 7, MD&A — Net Loss
  17. [17] Item 7, MD&A — Net Loss
  18. [18] Item 7, MD&A — Net Loss Attributable to Common Shareholders
  19. [19] Item 7, MD&A — Net Loss Attributable to Common Shareholders
  20. [20] Item 8, Consolidated Statements of Operations
  21. [21] Item 8, Consolidated Statements of Operations
  22. [22] Item 7, MD&A — Expenses
  23. [23] Item 7, MD&A — Expenses
  24. [24] Item 7, MD&A — Expenses
  25. [25] Item 7, MD&A — Expenses
  26. [26] Item 7, MD&A — Expenses
  27. [27] Item 7, MD&A — Expenses
  28. [28] Item 7, MD&A — Expenses
  29. [29] Item 7, MD&A — Expenses
  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 — Dispositions
  36. [36] Item 7, MD&A — Dispositions
  37. [37] Item 7, MD&A — Acquisitions
  38. [38] Item 7, MD&A — Acquisitions
  39. [39] Item 7, MD&A — Liquidity and Capital Resources
  40. [40] Item 7, MD&A — Liquidity and Capital Resources
  41. [41] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  42. [42] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  43. [43] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  44. [44] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  45. [45] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  46. [46] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  47. [47] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  48. [48] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  49. [49] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  50. [50] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  51. [51] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  52. [52] Item 7, MD&A — Liquidity and Capital Resources
  53. [53] Item 7, MD&A — Liquidity and Capital Resources
  54. [54] Item 7, MD&A — Net Loss
  55. [55] Item 7, MD&A — Net Loss
  56. [56] Item 1A, Risk Factors — Risks Related to Our Business and Properties
  57. [57] Item 1A, Risk Factors — General Risks Related to Investments in Real Estate
  58. [58] Item 1A, Risk Factors — Risks Related to our Securities
  59. [59] Item 1A, Risk Factors — Risks Related to our Securities
  60. [60] Item 7, MD&A — LC2-NNN Pref, LLC
  61. [61] Item 7, MD&A — Liquidity and Capital Resources
  62. [62] Item 7, MD&A — Liquidity and Capital Resources
  63. [63] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  64. [64] Item 7, MD&A — Our Near-Term and Long-Term Strategy
  65. [65] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  66. [66] Item 7, MD&A — Recent Developments regarding Nasdaq Listing
  67. [67] Item 7, MD&A — Recent Developments regarding Nasdaq Listing

Analysis on 5/21/2026