Generation Income Properties Inc.

Item 1.01 Entry into a Material Definitive Agreement. On July 16, 2026, the operating partnership subsidiary of Generation Income Properties, Inc. (the “Company”), which is Generation Income Properties, L.P. (the “Operating Partnership”), entered into two amendments to the Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P., as amended (the “Partnership Agreement”). The Operating Partnership entered into an Eighth Amendment to the Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P. and Series B-1 Standstill and Omnibus Consent (the “Eighth Amendment”) among the Company, the Operating Partnership, and LMB Owenton I LLC, the holder of the Operating Partnership’s Series B-1 Preferred Units (the “B-1 Holder”). The Operating Partnership also entered into a Ninth Amendment to the Amended and Restated Limited Partnership Agreement of Generation Income Properties, L.P. and Series B-2 Omnibus Consent and Amendment to Related Agreements (the “Ninth Amendment”) among the Company, the Operating Partnership, and Lloyd M. Bernstein, individually as the holder of the Operating Partnership’s Series B-2 Preferred Units (the “B-2 Holder”). The Eighth Amendment amends and restates Exhibit G to the Partnership Agreement, which governs the terms of the 155,185 outstanding Series B-1 Preferred Units held by the B-1 Holder. Pursuant to the Eighth Amendment, the B-1 Holder agreed to waive, relinquish and terminate any right to require the Operating Partnership, the Company or any affiliate to redeem, repurchase or otherwise acquire Series B-1 Preferred Units for cash. The B-1 Holder may, on and after July 24, 2026, exchange the Series B-1 Preferred Units for a fixed number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a ratio of one share of Common Stock per Series B-1 Preferred Unit (subject to adjustment for stock splits and similar events, including the Company’s 1-for-10 reverse stock split that occurred on July 9, 2026), unless the Company or the Operating Partnership elects in its sole discretion to settle in cash or a combination of cash and Common Stock. The Ninth Amendment amends and restates Exhibit H to the Partnership Agreement, which governs the terms of the 698,465 outstanding Series B-2 Preferred Units held by the B-2 Holder. Pursuant to the Ninth Amendment, the B-2 Holder agreed to waive, relinquish and terminate any right to require the Operating Partnership, the Company or any affiliate to redeem, repurchase or otherwise acquire Series B-2 Preferred Units for cash. The B-2 Holder may, on and after February 6, 2027, exchange the Series B-2 Preferred Units for a fixed number of shares of Common Stock at a ratio of one share of Common Stock per Series B-2 Preferred Unit (subject to adjustment for stock splits and similar events, including the Company’s 1-for-10 reverse stock split that occurred on July 9, 2026), unless the Company or the Operating Partnership elects in its sole discretion to settle in cash or a combination of cash and Common Stock. Under the Ninth Amendment, the preferred return on the Series B-2 Preferred Units was also increased from $0.33 per unit to $0.39 per unit. The amendments to the Partnership Agreement are intended to support the Company’s classification of the Series B-1 Preferred Units and Series B-2 Preferred Units as permanent equity for financial reporting purposes. The foregoing descriptions of the Eighth Amendment and Ninth Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Eighth Amendment and Ninth Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.