GENERATION INCOME PROPERTIES, INC.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
GIPR$0.25-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001193125-25-283340
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001193125-26-227255
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 100 current paragraphs.
50 unchanged; 18 reworded; 31 added; 36 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Nasdaq Listing
Current report
As previously reported, on August 20, 2025, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market
Current report
LLC (“Nasdaq”) notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The Company thereafter requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to address the deficiency, which was held on March 24, 2026. By decision dated April 17, 2026, the Panel granted the Company an extension through August 4, 2026, to evidence compliance with the Equity Requirement, which the Panel indicated, constitutes the full extent of the Panel’s discretion in this matter. There can be no assurance that the Company will be able to regain compliance with the applicable Nasdaq listing requirements by August 4, 2026.
Current report
Brown Family Enterprises — Note Restructuring and LLC Interest Transfer
Current report
On April 25, 2025, the Company, through its Operating Partnership, entered into a Secured Promissory Note with Brown Family Enterprises, LLC ("Brown"), a related party, in the original principal amount of $1,000,000. The note bore simple interest at an initial rate of 16% per annum for the first ninety days, reverting to 9% per annum thereafter. The maturity date was subsequently extended to December 15, 2025 pursuant to a First Amendment entered into on October 27, 2025, and further extended to January 30, 2026 pursuant to a Second Amendment entered into on December 15, 2025. As of January 31, 2026, the total outstanding balance under the note, including principal, capitalized interest, and accrued but unpaid interest, was $1,151,437.
Current report
On February 10, 2026, Brown sold and assigned the note to Silverback Capital Corporation ("Silverback"), an unrelated third party. Concurrent with the assignment, the Company entered into an Amended and Restated Convertible Note with Silverback in the principal amount of $551,437, and issued to Brown a Retained Balance Promissory Note in the principal amount of $600,000, bearing interest at 0% per annum. On March 3, 2026, the Retained Balance Note was satisfied in full through the transfer of one hundred percent (100%) of the limited liability company interests of GIPDC 3707 14th St. LLC to Brown pursuant to an Assignment of Limited Liability Company Interests and Satisfaction Agreement. As a result of the transfer, the Company recognized a loss on transfer of LLC interests in satisfaction of debt of $185,069 during the three months ended March 31, 2026. The Company retained a contingent right to receive fifty percent (50%) of net sale proceeds from any future sale of the DC property in excess of a $600,000 return of capital threshold to Brown and continues to serve as exclusive property manager of the DC property. See Note 3 - Real Estate Assets and Note 9 - Debt for additional information.
Current report
Silverback Capital Corporation — Convertible Note
Current report
On February 10, 2026, the Company entered into an Amended and Restated Convertible Note with Silverback Capital Corporation (the "Noteholder") in the principal amount of $551,437, bearing interest at 9% per annum and maturing February 24, 2027. The note is convertible into shares of the Company's common stock at a conversion price equal to 80% of the average of the three lowest trading prices of the Company's common stock during the ten trading days preceding conversion, subject to a floor price of $0.10 per share and a 19.99% exchange cap on total shares issuable without stockholder approval. The Company has determined that the note will be settled entirely through the issuance of up to 2,400,000 shares of common stock reserved for conversion. Accordingly, upon issuance, the Company recorded the full principal amount of $551,437 as an increase to stockholders' equity, consisting of $24,000 to common stock at par value of $0.01 per share and $527,437 to additional paid-in capital. No liability has been recorded on the Company's consolidated balance sheet in connection with the note. During the three months ended March 31, 2026, 496,930 shares were delivered to the Noteholder. As of March 31, 2026, the outstanding balance of the convertible note was approximately $401,482 and 1,903,070 shares remain reserved for future delivery under the note. See Note 9 - Debt for additional information.
Current report
Valley National Bank — 7-Eleven, Washington, D.C.
Current report
On June 13, 2025, GIPDC 3707 14th St. LLC, an indirect subsidiary of the Company, entered into a mortgage loan with Valley National Bank in the original principal amount of $1,100,000, secured by the Company's 7-Eleven net lease retail property located at 3707-3711 14th Street NW, Washington, D.C., bearing interest at a fixed rate of 6.50% per annum. During November 2025, the Company received the $350,000 disbursement of renewal funds following satisfaction of the required lease renewal conditions. As a result of the transfer of GIPDC 3707 14th St. LLC to Brown Family Enterprises, LLC on March 3, 2026, the $1,100,000 Valley National Bank mortgage loan was assumed by the transferee as an obligation of the entity and removed from the Company's consolidated balance sheet. See Note 3 — Real Estate Assets for additional information.
Current report
Seventh Amendment to Operating Partnership Agreement - Series A Redeemable Preferred Units
Current report
On April 16, 2026, the Operating Partnership entered into the Seventh Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership, which amended and restated the designation of the Series A
Current report
Redeemable Preferred Units held by JCWC Funding, LLC. The Seventh Amendment modifies the redemption terms, introduces extension period mechanics through June 27, 2029, and updates the protective provisions applicable to the Series A Redeemable Preferred Units. Beginning June 27, 2026, the redemption price will equal $5.00 plus $0.075 per unit multiplied by the number of full years elapsed since the original issuance date of June 27, 2024.
Current report
Amendment to GIPIA 1220 S. Duff Avenue, LLC Operating Agreement - Best Buy, Ames, Iowa
Current report
On April 13, 2026, the Operating Partnership entered into a Second Amended and Restated Limited Liability Company Agreement of GIPIA 1220 S. Duff Avenue, LLC, modifying the economic terms of JCWC Funding LLC's preferred equity investment by eliminating the 1.5% per annum accrued component of the preferred return and providing for a simplified preferred return of 6.5% per annum, payable monthly in cash, and introducing extension period mechanics through August 23, 2029.
Current report
Sale of Morrow, Georgia Property - Dollar Tree
Current report
On April 17, 2026, the Company, completed the sale of its Dollar Tree-occupied net lease retail property located in Morrow, Georgia for a purchase price of $1,458,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $639,152.
Current report
General, administrative and organizational costs decreased by $98,935 for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to reduced professional fees and legal costs compared to the prior year period.
Current report
Building expenses decreased by $126,487 for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to the deconsolidation of the 7-Eleven DC property and the reduction in the portfolio from prior year property dispositions.
Current report
Depreciation and amortization decreased by $158,333 for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to the deconsolidation of the 7-Eleven DC property and the reduction in the portfolio from prior year property dispositions.
Current report
Interest expense, net decreased by $200,669 for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to reduced outstanding mortgage balances from prior year property dispositions.
Current report
Compensation costs increased by $147,944 for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to restricted stock compensation recognized in the 1st quarter of 2026.
Current report
As a result of our recurring losses, our projected cash requirement to cover operating needs, and our current liquidity, management has concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date these consolidated financial statements were issued. Management's plans to address this uncertainty include refinancing and extending terms for preferred equity and loans, optimizing portfolio assets, and potentially divesting where property performance has not met management objectives or where market conditions provide favorable opportunities.
Current report
CEO Guaranty Arrangements
Current report
On May 29, 2025, the Company's President and CEO provided a $610,000 loan to the Company to fund closing costs in connection with two property dispositions, bearing interest at 5.75% per annum. The loan was extended to December 31, 2025 and remained unpaid as of March 31, 2026. The Company is working to resolve the outstanding balance.
Current report
On February 12, 2026, one of our subsidiaries entered into a loan transaction for $125,000 from QCCR Investments, LLC, an affiliate of Richard D. Russell, a director of the Company. All principal, together with accrued but unpaid interest at 12% per annum and an origination fee of 3% of the principal amount, is due on November 12, 2026, or earlier upon the sale of the Company's real estate asset located at 2510 Walmer Ave in Norfolk, Virginia. The loan is secured by 100% of the Company's equity interest in the subsidiary that holds the Walmer Ave property.
Current report
As of March 31, 2026, the Company has aggregate debt maturities of approximately $11,354,688 due within the next nine months, including the 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. There can be no assurance that the Company will be successful in refinancing these obligations on acceptable terms, or at all.
Current report
As of March 31, 2026 and December 31, 2025, we had accounts payable, accrued expenses and insurance payable totaling $4,172,236 and $3,771,064, respectively.
Current report
(b) One loan in the amount of $7.92 million secured by four properties and allocated to each property based on each property's appraised value.
Current report
(d) One loan in the amount of $18.05 million secured by twelve properties and allocated to each property at the date of acquisition based on each property's appraised value.
Current report
(e) Refinanced on May 1, 2026 extending the maturity date to May 1, 2031 with interest accruing at a fixed rate of 5.70%.
Removed paragraphs (36)
Previous report
Two tenants occupy this single property. New lease executed for the vacant unit, effective May 1, 2024.
Previous report
Brown Family Enterprises Loan
Previous report
On April 25, 2025, Generation Income Properties, Inc. (the “Company”), through its operating partnership Generation Income Properties L.P. (the “Operating Partnership”), entered into a loan transaction for a $1.0 million loan that is evidenced by a secured non-convertible promissory note (the "Promissory Note") payable to Brown Family Enterprises, LLC ("Lender") in the original principal amount of $1 million. The Promissory Note provides that an amount equal to $500,000 in aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an initial interest rate of 16% per annum, will be due on the date that is 90 days from the date of the Promissory Note (the “Initial Payment Date”). Thereafter, the Promissory Note bears a fixed interest rate of 9%, simple interest, and interest is payable monthly after the initial 90 days, with all remaining principal and accrued but unpaid interest being due on the 180 th day after the issuance of the Promissory Note. Interest that is accrued but unpaid as of the Initial Payment Date will be added to the principal amount of the Promissory Note. The Promissory Note may be repaid without penalty at any time. The Promissory Note is secured by the assets of the Operating Partnership under a Security Agreement previously entered into with Lender on July 21, 2024.
Previous report
On October 27, 2025, the Company entered into a First Amendment to the Secured Promissory Note originally issued on April 25, 2025 to Brown Family Enterprises, LLC in the principal amount of $1.0 million. The First Amendment extends the Note’s maturity date to December 15, 2025 and provides for a $20,000 extension fee payable on the revised maturity date. Except as amended to reflect the new maturity and the extension fee, all other terms of the Note remain unchanged, including the interest rates, security interests, and covenants previously disclosed.
Previous report
Property Sales
Previous report
On May 29, 2025, the Company completed the sale of its Starbucks-occupied retail building located in Tampa, Florida for a purchase price of $3,450,000.
Previous report
On May 29, 2025, Company completed the sale of its Auburn University-occupied industrial building located in Huntsville, Alabama for a purchase price of $7,200,000, in cash.
Previous report
Promissory Notes
Previous report
On May 29, 2025, the Company, through its operating partnership Generation Income Properties L.P. (the “Operating Partnership”), entered into a loan transaction for $332,000.00 that is evidenced by a promissory note (the “NAI Chase Promissory Note”) issued to Chase Commercial Realty, Inc. d/b/a NAI Chase (“Chase”). The NAI Chase Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 7.5% per annum, will be due on December 31, 2025. The NAI Chase Promissory Note may be repaid without penalty at any time. The NAI Chase Promissory Note relates to broker’s fees payable by the Company to Chase in connection with the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama, as further described under Item 2.01 above.
Previous report
On May 29, 2025, the Company’s Chief Executive Officer (the "Guarantor") executed a Personal Guaranty (the “Guaranty”) in favor of Chase, in connection with the loan made by Chase to the Operating Partnership pursuant to the Chase Promissory Note. Under the terms of the Guaranty, the Guarantor unconditionally and irrevocably guarantees the full and punctual payment of all obligations of the Operating Partnership under the Chase Promissory Note, including principal, interest, and enforcement costs. The Guarantor’s liability is limited to the maximum amount enforceable under applicable bankruptcy and fraudulent transfer laws.
Previous report
On May 29, 2025, GIPFL 1300 S Dale Mabry, LLC (“GIPFL”), an indirect wholly owned subsidiary of the Company, entered into a loan transaction for $103,500 that is evidenced by a promissory note (the “SRS Promissory Note”) issued to SRS Real Estate Partners, LLC. (“SRS”). The SRS Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 0% per annum, will be due on December 31, 2025. The SRS Promissory Note may be repaid without penalty at any time. The SRS Promissory Note relates to broker’s fees payable by the Company to SRS in connection with the sale of the Company’s Starbucks-occupied retail building located in Tampa, Florida, as further described under Item 2.01 above.
Previous report
On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction with the Company’s Chief Executive Officer, for $610,000 to fund closing costs relating to the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama and Starbucks-occupied retail building located in Tampa, Florida, as further described under Item 2.01 above. The loan is evidenced by a promissory note (the “Sobelman Promissory Note”) payable to the David E. Sobelman Revocable Trust, under an agreement dated September 5, 2007. The Sobelman Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 5.75% per annum, previously due on August 31, 2025, has been extended to December 31, 2025, has been extended to December 31, 2025.
Previous report
Valley National Mortgage Loan
Previous report
On June 13, 2025, GIPDC 3707 14th St, LLC (the “Borrower”), an indirect subsidiary of the Company, entered into a Loan Agreement (the “Loan Agreement”) with Valley National Bank (the “Lender”), pursuant to which the Lender made a mortgage loan in the original principal amount of $1.1 million (the “Loan”). The Loan is secured by a first-priority Deed of Trust and Assignment of Rents and Leases on the Borrower’s fee interest in a previously unencumbered single-tenant property located at 3707–3711 14th Street NW, Washington, D.C. (the “Property”).
Previous report
The Loan is evidenced by a Promissory Note, dated June 13, 2025 (the “Note”), bearing interest at a fixed rate of 6.50% per annum. The net proceeds of the Loan were used to extract equity from the Property for general corporate purposes. At closing, $750,000 of the Loan proceeds was disbursed, with an additional $350,000 (the “Renewal Funds”) to be disbursed upon satisfaction of certain conditions, including the delivery to the Lender, on or before March 31, 2026, of an executed lease renewal with the Property’s current tenant,
Previous report
7-Eleven, Inc., extending the lease for an additional five years beyond its current expiration date of March 31, 2026. Monthly interest-only payments are due beginning July 13, 2025, through June 13, 2026. If the required lease renewal is delivered and all other conditions are satisfied to the Lender’s sole satisfaction, the Renewal Funds will be disbursed, and the maturity date of the Loan will be automatically extended to June 13, 2030. In such case, beginning July 13, 2026, the borrower will make monthly payments of principal and interest based on a 25-year amortization schedule, with a final balloon payment due on the extended maturity date of June 13, 2030. If the lease renewal is not delivered by March 31, 2026, the Loan will mature on that date, and all outstanding principal, accrued interest, and other amounts will become immediately due and payable.
Previous report
The Loan Agreement contains customary representations, covenants, and events of default, including financial reporting obligations and a requirement to maintain a minimum debt service coverage ratio (DSCR) of at least 1.50:1.00, tested quarterly on a trailing twelve-month basis.
Previous report
In connection with the Loan, the Executive Chairman of the Company, entered into a Guaranty of Nonrecourse Carveout Obligations (the “Guaranty Agreement”), pursuant to which he unconditionally guaranteed certain nonrecourse carveout obligations of the Borrower to the Lender.
Previous report
General, administrative and organizational costs remained relatively flat, year-over-year, with modest increases of $7,628 and $11,446 for the comparative periods of the three and nine months ended September 30, 2025 and 2024, respectively. Included in general and administrative expenses are accrued legal fees related to Special Committee matters totalling approximately $235,000 as of the reporting date.
Previous report
Building expenses remained relatively flat, year-over-year, with modest decreases of $93,345 and $92,296 for the comparative periods of the three and nine months ended September 30, 2025 and 2024.
Previous report
Depreciation and amortization increased nominally, year-over-year, by $219,031 and $369,536 for the comparative periods of the three and nine months ended September 30, 2025 and 2024.
Previous report
Interest expense, net increased by $63,828 and $1,286,965 during the three and nine months ended September 30, 2025. The increase being primarily attributable to costs associated with the prepayment of loan in May 2025.
Previous report
Compensation costs increased by $202,584 and $123,065 during the three and nine months ended September 30, 2025, primarily due to restricted stock compensation and increase in executive salary.
Previous report
On April 1, 2022, we entered into two mortgage loan agreements with an aggregate balance of $13.5 million to refinance seven of our properties. The loan agreements consist of one loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value, and one loan in the amount of $2.1 million on the property previously held in the tenancy-in-common investment at an interest rate of 3.85% from April 1, 2022 through and until March 31, 2027. In conjunction with the LC2 Investment to purchase the remaining interest in the tenancy-in-common interest discussed above, the Company assumed the original $2.1 million loan on the property with a remaining balance of $2,079,178 and recognized a discount of $383,767. Effective April 1, 2027 and through the maturity date of March 31, 2032, the interest rate adjusts to the 5-year Treasury plus 2.5% and is subject to a floor of 3.85%. Our CEO entered into a guarantee agreement pursuant to which he guaranteed the payment obligations under the promissory notes if they become due as a result of certain “bad-boy” provisions, individually and on behalf of the Operating Partnership.
Previous report
On August 10, 2023, GIP13, LLC, a Delaware limited liability company and wholly owned subsidiary of GIP SPE ("GIP Borrower"), entered into a Loan Agreement with Valley pursuant to which Valley made a loan to the Company in the amount of $21.0 million to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 3.25%, with interest payable monthly after each 30-day interest period. However, the Company entered into an interest rate swap to fix the interest rate at 7.47% per annum. Payments of interest and principal in the amount of approximately $156,000 are due and payable monthly, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 10, 2028. The loan may generally be prepaid at any time without penalty in whole or in part, provided that there is no return of loan fees and prepaid financing fees. The loan is secured by first mortgages and assignments of rents in the properties comprising the Modiv Portfolio and eight other properties held by subsidiaries of GIP SPE that had outstanding loans with Valley. All of the mortgaged properties cross collateralize the loan, and the loan is guaranteed by the Operating Partnership and the subsidiaries of the Company that hold the properties that comprise the Modiv Portfolio. The loan agreement also provides for customary events of default and other customary affirmative and negative covenants that are applicable to GIP Borrower and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes. The Company's President and CEO also entered into a personal, full recourse guarantee with a $7,500,000 cap.
Previous report
On June 27, 2024, the Operating Partnership and an accredited investor entered into a Unit Purchase Agreement pursuant to which the Operating Partnership issued and sold to the investor 500,000 Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase price of two million five hundred thousand dollars ($2,500,000) in cash. Under the terms of the Series A Preferred Units, the investor will be paid cumulative cash distributions in the amount of $0.325 per Series A Preferred Unit per year, payable monthly in arrears, on or about the 15th day of each month. Each of the investor and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return, provided that the Operating Partnership may (with the prior written consent of the investor) cause the redemption price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03 plus any accrued but unpaid Series
Previous report
A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the investor may exercise the foregoing redemption right within the 30-day period following such failure.
Previous report
During the three and nine months ended September 30, 2025, we incurred a guaranty fee expense to our President and CEO of $71,056 and $248,682, respectively, recorded to interest expense. A guaranty fee expense of $102,023 and $304,245 was incurred during the three and nine months ended September 30, 2024, respectively.
Previous report
On June 13, 2025, GIPDC 3707 14th St, LLC, an indirect subsidiary of the Company, entered into a secured Loan Agreement with Valley National Bank (the “Lender”), pursuant to which the Lender made a mortgage loan in the original principal amount of $1.1 million (the “Loan”). The proceeds of the loan will be used for general corporate purposes.
Previous report
On August 9, 2022, we entered a Redemption Agreement with a unit holder. As such, we recorded another payable - related party in the amount of $2,912,300 upon execution of the Redemption Agreement entered into July 20, 2022 and has paid the note in full as of September 30, 2025. Remaining balances of $0 and $452,260 outstanding as of September 30, 2025 and 2024, respectively.
Previous report
On October 14, 2022, we entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $1.5 million that is due on October 14, 2024, and bears a fixed interest rate of 9% with simple interest payable monthly. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $5.5 million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC.
Previous report
As a result of our recurring losses, our projected cash needs, and our current liquidity, substantial doubt exists about the Company’s ability to continue as a going concern one year after the date that these financial statements are issued. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s plan to improve the Company’s liquidity and profitability. Our current and anticipated liquidity is less than the principal balance of these obligations.
Previous report
(a) Loan subject to prepayment penalty
Previous report
(c) One loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value.
Previous report
(e) One loan in the amount of $21.0 million secured by 13 properties and allocated to each property based on each property's appraised value.
Previous report
Due to the redemption right, the Preferred Interest is presented as temporary equity at redemption value of $14,100,000 plus accrued but unpaid preferred interest of $4,461,228 as of September 30, 2025.
Reworded paragraphs (18)
Previous wording
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for distribution, cash flows, liquidity and prospects include, but are not limited to, the risk factors listed from time to time in our reports with the Securities and Exchange Commission, including, in particular, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for distribution, cash flows, liquidity and prospects include, but are not limited to, the risk factors listed from time to time in our reports with the Securities and Exchange Commission, including, in particular, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.
Previous wording
We are an internally managed, Maryland corporation focused on acquiring retail, office and industrial real estate located in major U.S. markets. We initiated operations during the year ended December 31, 2015 and have elected to be taxed as a REIT for federal income tax purposes. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership and the Operating Partnership’s direct and indirect subsidiaries. The Company is the general partner of the Operating Partnership and as of September 30, 2025 owned 99.6% of the outstanding common units of the Operating Partnership. The Company formed a Maryland entity GIP REIT OP Limited LLC in 2018 that owns 0.001% of the Operating Partnership.
Current wording
We are an internally managed, Maryland corporation focused on acquiring retail, office and industrial real estate located in major U.S. markets. We elected to be taxed as a REIT for federal income tax purposes. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership and the Operating Partnership’s direct and indirect subsidiaries. The Company is the general partner of the Operating Partnership and as of March 31, 2026 owned 99.6% of the outstanding common units of the Operating Partnership. The Company formed a Maryland entity GIP REIT OP Limited LLC in 2018 that owns 0.001% of the Operating Partnership.
Previous wording
Creditworthy Tenants. Approximately 60% of our portfolio’s annualized base rent ("ABR") as of September 30, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better. Our largest tenants are the General Service Administration, Dollar General, EXP Services, and Kohl’s Corporation, and City of San Antonio contributed approximately 59% of our portfolio’s annualized base rent.
Current wording
Creditworthy Tenants. Approximately 60% of our portfolio’s annualized base rent ("ABR") as of March 31, 2026 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better. Our largest tenants are the General Service Administration, Dollar General, and Kohl’s Corporation, PRA Holdings, and City of San Antonio contributed approximately 69% of our portfolio’s annualized base rent.
Previous wording
Percentage Leased. Our portfolio is 98.6% leased and occupied.
Current wording
Percentage Leased. Our portfolio is 100% leased and occupied.
Previous wording
Average Effective Annual Rental per Square Foot. Average effective annual rental per square foot is $16.30.
Current wording
Average Effective Annual Rental per Square Foot. Average effective annual rental per square foot is $16.03.
Previous wording
From inception through September 30, 2025, we have distributed $5,024,622 to common stockholders.
Current wording
From inception through March 31, 2026, we have distributed $5,031,548 to common stockholders.
Previous wording
Operating results for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024:
Current wording
Operating results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:
Previous wording
During the three and nine months ended September 30, 2025, total revenue from operations were $2,470,109 and $7,283,974, respectively, as compared to $2,400,282 and 7,092,690 for the three and nine months ended September 30, 2024, respectively. Revenue increased by $69,827 and $191,284 during the three and nine months ended September 30, 2025, respectively, compared with the three and nine months ended September 30, 2024.
Current wording
During the three months ended March 31, 2026, total revenue from operations was $2,184,204, as compared to $2,381,595 for the three months ended March 31, 2025. Revenue decreased by $197,391 during the three months ended March 31, 2026, respectively, compared with the three months ended March 31, 2025, driven by the disposition of two properties during the second quarter of 2025 and three properties during the fourth quarter of 2025.
Previous wording
During the three and nine months ended September 30, 2025, we incurred total operating expenses of $4,169,441 and $12,832,102, respectively, as compared to $3,769,715 and $11,133,386, respectively, for the three and nine months ended September 30, 2024. Operating expenses increased overall by $399,726 and $1,698,716, respectively, as follows:
Current wording
During the three months ended March 31, 2026, we incurred total operating expenses of $3,420,896, as compared to $3,857,376 for the three months ended March 31, 2025. Operating expenses decreased overall by $436,480 as follows:
Previous wording
During the three and nine months ended September 30, 2025 and 2024, we generated a net loss of $1,717,854 and $6,981,835, and $2,103,549 and $5,444,133, respectively.
Current wording
During the three months ended March 31, 2026 and 2025, we generated a net loss of $1,266,147, and $1,797,460, respectively.
Previous wording
During the three and nine months ended September 30, 2025 and 2024, net income attributable to non-controlling interest was $1,109,106 and $2,999,612, and $866,047 and $2,612,405, respectively.
Current wording
During the three months ended March 31, 2026 and 2025, net income attributable to non-controlling interest was $864,988, and $934,399, respectively.
Previous wording
During the three and nine months ended September 30, 2025 and 2024, we generated a net loss attributable to our shareholders of $2,826,960 and $9,981,447 and $2,969,596 and $8,151,538, respectively.
Current wording
During the three months ended March 31, 2026 and 2025, we generated a net loss attributable to our shareholders of $2,131,135 and $2,731,859, respectively.
Previous wording
We require capital to fund our investment activities and operating expenses. Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations, proceeds from property dispositions, and borrowings under credit facilities. As of September 30, 2025, we had total cash (unrestricted and restricted) of $281,788, properties with a gross cost basis of $97,011,131 and outstanding mortgage loans with a principal balance of $55,762,746.
Current wording
We require capital to fund our investment activities and operating expenses. Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations, proceeds from property dispositions, and borrowings under credit facilities. As of March 31, 2026, we had total cash (unrestricted and restricted) of $323,968, properties with a gross cost basis of $93,074,787 and outstanding mortgage loans with a principal balance of $48,287,293.
Previous wording
Our President and CEO has also personally guaranteed the repayment of the $1.2 million loan secured by the Company's Sherwin-Williams - Tampa, FL property. In addition, our President and CEO has also provided a guaranty of the Company’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans ("Bayport loans") with an aggregate principal amount of $11.3 million.
Current wording
Our President and CEO has personally guaranteed repayment of the $1.2 million loan secured by our Sherwin-Williams - Tampa, FL property and has provided a guaranty of the nonrecourse carveout liabilities and obligations for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans with an aggregate principal balance of approximately $11.1 million. During the three months ended March 31, 2026 and 2025, the Company incurred guaranty fee expense of $61,864 and $97,692, respectively, payable to our President and CEO, of which $557,501 remained payable as of March 31, 2026.
Previous wording
We amortized debt issuance costs during the three and nine months ended September 30, 2025 and 2024 to interest expense of approximately $48,460 and $60,532 and $137,097 and $156,091, respectively. During the nine months ended September 30, 2025 and 2024, the company paid $72,900 and $0, respectively, in debt issuance costs.
Current wording
We amortized debt issuance costs during the three months ended March 31, 2026 and 2025 to interest expense of $10,655 and $42,533, respectively. The Company did not pay any debt issuance costs during the three months ended March 31, 2026 and 2025.
Previous wording
Net cash provided by operating activities was $415,553 and $783,511 for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Net cash provided by operating activities was $451,160 and $718,214 for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Net cash provided by (used in) investing activities during the nine months ended September 30, 2025 and 2024 was $10,333,595 and ($5,960,892), respectively.
Current wording
Net cash used in investing activities during the three months ended March 31, 2026 and 2025 was $7,491 and $0, respectively.
Previous wording
Net cash (used in) and provided by financing activities was ($11,114,799) and $3,607,045 for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Net cash used in financing activities was ($6,318,517) and ($700,596) for the three months ended March 31, 2026 and 2025, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We currently obtain the capital required to primarily invest in and manage a diversified portfolio of commercial net lease real estate investments and conduct our operations from the proceeds of equity offerings, debt financings, preferred minority interest obtained from third parties, issuance of Operating Partnership units and from any undistributed funds from our operations.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In September 2021, we closed an underwritten public offering of 1,665,000 units at a price to the public of $10 per unit generating net proceeds of $13.8 million including issuance costs incurred during the years ended December 31, 2021 and 2020.