GENERATION INCOME PROPERTIES, INC.
For the period ended Jun 30, 2026. Filed Aug 17, 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.
Jun 30, 2026 · Filed Aug 17, 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 2026-03-31; filed 2026-05-15.
0001193125-26-227255
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-17.
0001193125-26-352781
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 100 previous paragraphs and 122 current paragraphs.
61 unchanged; 32 reworded; 27 added; 6 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 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 (27)
Current report
On July 9, 2026, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10. All share and per share amounts disclosed in this Form 10-Q have been adjusted to reflect the reverse split unless otherwise indicated.
Current report
On June 1, 2026, the Company completed a public offering (the "Offering") of common stock and Common Warrants to purchase shares of common stock (the "Common Warrants"), at a public offering price of $0.21 per share. The Company also offered to each purchaser whose purchase would otherwise result in beneficial ownership exceeding 4.99% (or, at the purchaser's election, 9.99%) of outstanding common stock the option to receive, in lieu of shares, Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for the same number of shares at a nominal exercise price of $0.0001 per share, with the public offering price per Pre-Funded Warrant equal to the public offering price per share and accompanying Common Warrant, less $0.0001. The Common Warrants have an exercise price of $0.21 per share, are exercisable immediately upon issuance, and expire five years from the date of issuance (June 1, 2031). The Pre-Funded Warrants are exercisable immediately and do not expire until exercised in full. The number of Common Warrants sold did not vary based on the mix of shares and Pre-Funded Warrants purchased; each share or Pre-Funded Warrant sold in the Offering carried one accompanying Common Warrant. If the Company effects a share split, share dividend, reverse stock split or similar event within the two-year period following issuance of the Common Warrants, the exercise price will be reduced to the lowest volume-weighted average price during the five trading days before and after the event, subject to a floor exercise price of $0.0562 per share, with the number of shares issuable proportionately increased to preserve the aggregate exercise price payable.
Current report
Pursuant to the Offering, purchasers acquired 22,050,000 Pre-Funded Warrants and 1,775,000 shares of common stock, together with an aggregate of 23,825,000 accompanying Common Warrants, of which 1,775,000 accompanied the shares of common stock and 22,050,000 accompanied the Pre-Funded Warrants, for aggregate gross proceeds of $5,001,060. In connection with the offering, the Company paid the placement agent 7.0% of gross proceeds plus reimbursement of the placement agent's out-of-pocket costs and expenses of $85,000. The Company's directors and executive officers entered into lock-up agreements restricting the sale of common stock for 90 days following closing, subject to certain exceptions.
Current report
The Offering closed on June 1, 2026. After deducting the placement agent fee and offering expenses, the Company received net proceeds of $4,565,833.
Current report
On July 9, 2026, the Company effected a 1-for-10 reverse stock split of its common stock. The share, per-share and exercise-price amounts discussed above have been adjusted for the reverse stock split.
Current report
On July 24, 2026, the Operating Partnership, the Company and the David E. Sobelman Revocable Trust, of which the Company's Chief Executive Officer is trustee, entered into a Debt Conversion Agreement pursuant to which $120,000 of outstanding debt owed by the Operating Partnership to the Sobelman Trust was converted into 162,163 shares of the Company's common stock, at a conversion price of $0.74 per share, the Nasdaq Official Closing Price of the common stock on July 23, 2026.
Current report
On June 16, 2026, the Company, Generation Income Properties, LP ("GIP LP"), and Brown Family Enterprises, LLC ("Brown") entered into an Assignment of Limited Liability Company Interests and Termination Agreement (the "Termination Agreement"), pursuant to which Brown assigned, transferred, and conveyed 100% of the limited liability company interests in the DC Entity back to GIP LP, the Company paid Brown $600,000 in cash, and the Original Agreement described above, including the Participation Right and all other rights and obligations thereunder, was terminated in its entirety, with mutual releases exchanged by the parties. The DC Property continues to be encumbered by the mortgage loan held by Valley National Bank, which remained the obligation of the DC Entity throughout and was unaffected by the Termination Agreement.
Current report
Sale of 10002 N. Dale Mabry Highway, Tampa, Florida - Starbucks
Current report
On May 22, 2026, the Company completed the sale of its Starbucks-occupied net lease retail property located at 10002 N. Dale Mabry Highway, Tampa, Florida for a gross purchase price of $2,964,000, resulting in net proceeds to the Company of $1,959,170.
Current report
Assets Held for Sale
Current report
On April 30, 2026, the Company’s indirect wholly owned subsidiary, GIPCA 991 Nut Tree Road, LLC, entered into an agreement to sell its property located in Vacaville, California, net leased to the United States of America acting through the General Services Administration, for $2,475,000. The Company reclassified the property as held for sale effective April 30, 2026; its carrying amount did not exceed its estimated fair value less costs to sell, and no impairment loss was recognized. The sale closed on July 15, 2026, resulting in net cash proceeds of approximately $2,356,757 and a gain on sale of approximately $301,000. See Note 12 - Subsequent Events.
Current report
On June 19, 2026, seven of the Company’s indirect wholly owned subsidiaries entered into an agreement to sell a portfolio of net lease retail properties in Big Spring, Texas; Mount Gilead, Ohio; East Wilton, Maine; Litchfield, Maine; Thompsontown, Pennsylvania; Castalia, Ohio; and Lakeside, Ohio, each occupied by Dollar General, for an aggregate purchase price of $7,320,000. On July 22, 2026, the parties entered into a First Amendment to the Purchase and Sale Agreement, which removed the Litchfield, Maine property and reduced the aggregate purchase price for the remaining six properties to $6,246,221. The Company reclassified the six remaining DG Properties as held for sale effective June 19, 2026, and, based on estimated sales proceeds of $5,871,447, net of transaction costs, recognized an impairment loss of $668,649 in its consolidated statement of operations for the six months ended June 30, 2026.
Current report
On June 22, 2026, the Company’s indirect wholly owned subsidiary, GIPIL 3134 W 76th Street, LLC, entered into a Purchase and Sale Agreement to sell its Fresenius-occupied net lease medical property located in Chicago, Illinois for a purchase price of $2,800,000. The Company reclassified the property as held for sale effective June 22, 2026; its carrying amount did not exceed its estimated fair value less costs to sell, and no impairment loss was recognized.
Current report
Amendments to Series B-1 and Series B-2 Preferred Units
Current report
On July 16, 2026, the Operating Partnership, the Company and LMB Owenton I LLC entered into an Eighth Amendment to the Amended and Restated Limited Partnership Agreement and Series B-1 Standstill and Omnibus Consent, pursuant to which LMB Owenton I LLC irrevocably waived its right to require cash redemption of the Series B-1 Preferred Units. In its place, the holder may tender its Series B-1 Preferred Units for exchange into shares of the Company’s common stock on a one-for-one basis (as adjusted for the Company’s 1-for-10 reverse stock split effected July 9, 2026), unless the Company elects to settle in cash or a combination of cash and stock. The $0.117 per unit quarterly preferred return was unchanged.
Current report
Also on July 16, 2026, the Operating Partnership, the Company and Lloyd M. Bernstein entered into a Ninth Amendment to the Amended and Restated Limited Partnership Agreement and Series B-2 Omnibus Consent and Amendment to Related Agreements, pursuant to which Bernstein irrevocably waived his cash redemption rights with respect to the Series B-2 Preferred Units in favor of a right, beginning February 6, 2027, to tender his units for exchange into common stock on a one-for-one basis (as similarly adjusted for the reverse stock split), unless the Company elects to settle in cash or a combination of cash and stock. The Ninth Amendment also increased the Series B-2 Preferred Return from $0.33 to $0.39 per unit per year.
Current report
Based on these changes, the Company has determined that, subsequent to the applicable amendment effective date, the Series B-1 and Series B-2 Preferred Units will no longer be redeemable for cash at the holder’s option and will be reclassified from temporary equity to permanent equity. The Company entered into these amendments in connection with its strategy to retain continued listing on the NASDAQ exchange, for which the Company had previously been granted an extension through August 4, 2026.
Current report
Debt Conversion - Related Party
Current report
On July 24, 2026, the Operating Partnership, the Company and the Sobelman Trust, of which the Company’s Chief Executive Officer is trustee and the holder of the note evidencing a $610,000 executive loan made to the Company in May 2025, entered into a Debt Conversion Agreement pursuant to which $120,000 of the outstanding debt was converted into 162,163 shares of the Company’s common stock at a conversion price of $0.74 per share, the Nasdaq Official Closing Price of the common stock on July 23, 2026. The converted portion of the debt was deemed paid in full and extinguished upon conversion, reducing the outstanding principal balance under the note to $490,000.
Current report
Reverse Stock Split
Current report
On July 9, 2026, the Company completed a 1-for-10 reverse stock split of the Company’s common stock. The Reverse Stock Split took legal effect at 5:00 p.m. Eastern Time on July 9, 2026, and the Company’s common stock began trading on a split-adjusted basis at market open on July 10, 2026, under a new CUSIP number (37149D402); the Company’s trading symbol, GIPR, did not change.
Current report
At the effective time, every ten shares of the Company’s common stock issued and outstanding were automatically reclassified and combined into one issued and outstanding share, without any change in par value per share. No fractional shares were issued; any stockholder otherwise entitled to a fractional share instead received a full additional share to round up to the next whole share. Proportional adjustments were made to all outstanding warrants, restricted stock, restricted stock units, and the exchange ratios applicable to the Operating Partnership’s Series A Redeemable Preferred Units, Series B-1 Preferred Units and Series B-2 Preferred Units.
Current report
Nasdaq Stockholders’ Equity Compliance
Current report
As a result of the Eighth Amendment, Ninth Amendment and Debt Conversion Agreement described above, the Company believes that, as of the date the condensed consolidated financial statements were issued, it has stockholders’ equity in excess of $5 million. Nasdaq will continue to monitor the Company’s ongoing compliance with the applicable stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.
Current report
On August 10, 2026, the Company received formal notification from Nasdaq confirming that the Company has regained compliance with the Equity Requirement. As stated in Nasdaq's notification, the Company will be subject to a mandatory panel monitor for a period of one year from August 10, 2026. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the "Staff") finds the Company is again out of compliance with the Equity Requirement, the Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearing panel if the initial Panel is unavailable. Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to a deficiency under the Equity Requirement that arises during the one-year monitoring period, and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency.
Current report
Nasdaq Minimum Bid Requirement Compliance
Current report
On August 6, 2026, we received written notice from Nasdaq staff that we are not eligible for a second 180-day compliance period to regain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”) because we do not satisfy the $1,000,000 minimum market value of publicly held shares requirement under Listing Rule 5550(b)(1)(A). Staff stated that this additional deficiency is a further basis for delisting our securities and will be considered by the Panel together with the pending matter regarding the Equity Requirement described above. We were given until August 13, 2026 to submit our written views on this additional deficiency to the Panel. On August 13, 2026, we submitted our written views on this additional deficiency to the Panel.
Removed paragraphs (6)
Previous report
Nasdaq Listing
Previous report
As previously reported, on August 20, 2025, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market
Previous 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.
Previous report
Valley National Bank — 7-Eleven, Washington, D.C.
Previous 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.
Previous 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.
Reworded paragraphs (32)
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 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.
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 June 30, 2026 owned
Previous 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.
Current wording
Creditworthy Tenants. Approximately 58% of our portfolio’s annualized base rent ("ABR") as of June 30, 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 64% of our portfolio’s annualized base rent.
Previous wording
Average Effective Annual Rental per Square Foot. Average effective annual rental per square foot is $16.03.
Current wording
Average Effective Annual Rental per Square Foot. Average effective annual rental per square foot is $16.10.
Previous wording
Annualized cash base rental income in place as of March 31, 2026. Our leases do not include tenant concessions or abatements, except for Dollar Tree in Morrow, Georgia which had 2-months free rent in Q3 2025.
Current wording
Annualized cash base rental income in place as of June 30, 2026. Our leases do not include tenant concessions or abatements.
Previous wording
Brown Family Enterprises — Note Restructuring and LLC Interest Transfer
Current wording
Brown Family Enterprises - Note Restructuring and LLC Interest Transfers
Previous wording
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 wording
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 (the "DC Entity") 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 six months ended June 30, 2026.
Previous wording
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 wording
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 and six months ended June 30, 2026, 557,000 and 1,053,930 shares, respectively, were delivered to the Noteholder. As of June 30, 2026, the outstanding balance of the convertible note was approximately $295,040 and 1,346,070 shares remain reserved for future delivery under the note. See Note 9 - Debt for additional information.
Previous wording
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 wording
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 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.
Previous wording
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 wording
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, resulting in net proceeds to the Company of $639,152.
Previous wording
Operating results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:
Current wording
Operating results for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025:
Previous 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.
Current wording
During the three and six months ended June 30, 2026, total revenue from operations were $2,110,654 and $4,294,858, as compared to $2,432,270 and $4,813,865 for the three and six months ended June 30, 2025. Revenue decreased by $321,616 and $519,007 during the three and six months ended June 30, 2026, respectively, compared with the three and six months ended June 30, 2025, primarily driven by property dispositions.
Previous 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:
Current wording
During the three and six months ended June 30, 2026, we incurred total operating expenses of $3,684,705 and $7,105,601, as compared to $4,805,285 and $8,662,661, for the three and six months ended June 30, 2025. Operating expenses decreased overall by $1,120,580 and $1,557,060, respectively, as follows:
Previous wording
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 wording
General, administrative and organizational costs remained relatively flat, year-over year, with an increase of $106,887 and $7,952, for the three and six months ended June 30, 2026 compared to the same period in 2025, primarily due to legal costs.
Previous wording
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 wording
Building expenses decreased by $58,247 and $184,734 for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to the reduction in the portfolio from prior year and current period property dispositions.
Previous wording
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 wording
Depreciation and amortization decreased by $206,291 and $364,624 for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to the reduction in the portfolio from prior year and current period property dispositions.
Previous wording
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 wording
Interest expense, net decreased by $1,065,133 and $1,265,802 for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to reduced outstanding mortgage and non-controlling interests balances resulting from prior year property dispositions.
Previous wording
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 wording
Compensation costs increased by $102,204 and $250,148 for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to restricted stock compensation recognized during 2026.
Previous 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.
Current wording
During the three and six months ended June 30, 2026 and 2025, we generated a net losses of $983,628 and $2,249,775, and $3,466,521 and $5,263,981, respectively.
Previous 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.
Current wording
During the three and six months ended June 30, 2026 and 2025, net income attributable to non-controlling interest was $97,271 and $962,259, and $956,107 and $1,890,506, respectively.
Previous 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.
Current wording
During the three and six months ended June 30, 2026 and 2025, we generated net losses attributable to our shareholders of $1,080,899 and $3,212,034, and $4,422,628, and $7,154,487, 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 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.
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 June 30, 2026, we had total cash (unrestricted and restricted) of $2,064,161, properties with a gross cost basis of $79,068,624 and outstanding mortgage loans with a principal balance of $47,754,313.
Previous wording
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 wording
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 additional equity offerings, 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.
Previous 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.
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 and six months ended June 30, 2026 and 2025, the Company incurred guaranty fee expense of $60,250 and $122,115, respectively, payable to our President and CEO, of which $632,757 remained payable as of June 30, 2026.
Previous wording
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 wording
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 June 30, 2026. Subsequent to quarter end, on July 24, 2026, $120,000 of the outstanding debt was converted into 162,163 shares of the Company's common stock, reducing the outstanding principal balance to $490,000. See Note 10 and Note 12 for additional information.
Previous wording
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 wording
On February 12, 2026, GIPVA 2510 Walmer Ave, LLC, one of our subsidiaries, entered into a $125,000 loan transaction with QCCR Investments, LLC, an affiliate of a member of the Company's board of directors, bearing interest at 12% per annum and secured by 100% of the Company's equity interest in the subsidiary. The loan was repaid in full, together with accrued interest, during the three months ended June 30, 2026.
Previous wording
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 wording
As of June 30, 2026 and December 31, 2025, we had accounts payable, accrued expenses and insurance payable totaling $4,131,764 and $3,812,206, respectively.
Previous 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.
Current wording
The Company amortized debt issuance costs and debt discount during the three and six months ended June 30, 2026 and 2025 to interest expense of approximately $71,752 and $120,938, and $43,104 and $147,322, respectively.. The Company incurred debt issuance costs of $121,374 and $72,290 during the six months ended June 30, 2026 and 2025.
Previous wording
Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition, two mortgage loans, one encumbered by six properties and requiring a 1.50 DSCR, and another stand alone mortgage loan requiring a 1.50 DSCR, require the Company to maintain a 54% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of March 31, 2026, the Company was in compliance with all covenants.
Current wording
Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition, two mortgage loans, one encumbered by four properties and requiring a 1.50 DSCR, and another standalone mortgage loan requiring a 1.50 DSCR, require the Company to maintain a 54% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of June 30, 2026, the Company was in compliance with all covenants.
Previous wording
The Preferred Interest is required to be redeemed in full by the Company on or before August 10, 2025 (the "Mandatory Redemption Date") for a redemption amount equal to the greater of (i) the amount of the LC2 Investment plus the accrued preferred return, and (ii) the Make-Whole Amount. Upon a failure to timely redeem the Preferred Interest, the preferred return will accrue at an increased rate of 18% per annum, compounded monthly. The Company has the right to extend the Mandatory Redemption Date for two consecutive 12-month extension periods, provided that (i) LC2 is paid an extension fee of 0.01% of the outstanding amount of the LC2 Investment for each such extension, (ii) the preferred return is increased from 15.5% to 18% of which the accrued preferred return is increased from 10.5% to 13%, (iii) the trailing 6-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) is in excess of $5.0 million, (iv) GIP SPE and its subsidiaries’ senior debt is extended through the end of the extension period, and there are no defaults under the GIP SPE Operating Agreement.
Current wording
The Preferred Interest is required to be redeemed in full by the Company on or before August 10, 2025 (the "Mandatory Redemption Date") for a redemption amount equal to the greater of (i) the amount of the LC2 Investment plus the accrued preferred return, and (ii) the Make-Whole Amount. Upon a failure to timely redeem the Preferred Interest, the preferred return will accrue at an increased rate of 18% per annum, compounded monthly. The Company has the right to extend the Mandatory Redemption Date for two consecutive 12-month extension periods, provided that (i) LC2 is paid an extension fee of 0.01% of the outstanding amount of the LC2 Investment for each such extension, (ii) the preferred return is increased from
Previous wording
Net cash used in investing activities during the three months ended March 31, 2026 and 2025 was $7,491 and $0, respectively.
Current wording
Net cash used in operating activities was $644,134 and $519,833 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
Net cash provided by operating activities was $451,160 and $718,214 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Net cash provided by investing activities was $3,514,566 and $10,333,595 for the six months ended June 30, 2026 and 2025, respectively.
Previous 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.
Current wording
Net cash used in financing activities was $7,005,087 and $10,070,571 for the six months ended June 30, 2026 and 2025, respectively.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
15.5% to 18% of which the accrued preferred return is increased from 10.5% to 13%, (iii) the trailing 6-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) is in excess of $5.0 million, (iv) GIP SPE and its subsidiaries’ senior debt is extended through the end of the extension period, and there are no defaults under the GIP SPE Operating Agreement.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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