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Current Report · Items 1.01 · 8-K

Generation Income Properties Inc.

GIPRNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 31, 2026, Generation Income Properties, L.P., the operating partnership of Generation Income Properties, Inc. (the “Company”), in its capacity as a member and as the manager of GIP VB SPE, LLC (“GIPR Portfolio Co”), entered into an Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement of GIP VB SP…

Filed Sep 4, 2026Accepted Sep 4, 2026, 4:15 PM EDTCIK 1651721Accession 0001193125-26-383669
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Company context

We are an internally managed real estate investment trust focused on acquiring and managing income-producing retail, office and industrial properties net leased to high-quality tenants in major markets throughout the United States. As of March 31, 2026, our portfolio consisted of 24 properties comprising approximately 467,995 rentable square feet across 12 states, with approximately 70% of annualized base rent derived from retail properties and 30% from office properties. In April 2026, we completed the sale of our Dollar Tree-occupied net lease retail property in Morrow, Georgia and in May 2026, we completed the sale of our Starbucks-occupied net lease retail property in Tampa, Florida. As a result of such sales, we owned 22 properties as of the date of this prospectus. See “—Portfolio Update.” We believe our focus on owning properties leased to investment grade or creditworthy tenants provides attractive risk-adjusted returns through current yields, long-term appreciation and tenant renewals.

Current securities

Historical securities (2)

Recent company filings

  1. Regulation FD Disclosure · Other EventsSep 25, 2026
  2. 424B3 filingSep 22, 2026
  3. 424B3 filingSep 22, 2026
  4. Other EventsSep 21, 2026
  5. Entry into a Material Definitive AgreementSep 21, 2026

Disclosure sections

Items 1.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On August 31, 2026, Generation Income Properties, L.P., the operating partnership of Generation Income Properties, Inc. (the “Company”), in its capacity as a member and as the manager of GIP VB SPE, LLC (“GIPR Portfolio Co”), entered into an Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement of GIP VB SPE, LLC, dated August 10, 2023, as previously amended (the “LLC Agreement”), with LC2-NNN Pref, LLC, an affiliate of Loci Capital (the “Loci Member”). The Amendment extends the Mandatory Redemption Date (as defined in the LLC Agreement) for the redemption of the Loci Member’s preferred equity interest in GIPR Portfolio Co. under Section 4.3(b) of the LLC Agreement from August 31, 2026 to September 30, 2026. In connection with the Amendment, Loci Capital delivered a payoff letter, dated August 31, 2026 (the “Payoff Letter”), setting forth the amount required to fully redeem, on or before September 30, 2026, its remaining preferred equity interest in GIPR Portfolio Co., consisting of the outstanding preferred equity balance, accrued per diem preferred return, an equity fee and outstanding legal expenses, for a total redemption amount of $4,231,754, subject to customary final accounting reconciliation adjustments. The Payoff Letter provides that, upon receipt of the redemption amount on or before September 30, 2026, Loci Capital's interest in GIPR Portfolio Co. will be fully redeemed and retired, and Loci Capital will no longer have any interests, rights, liabilities or obligations in or from GIPR Portfolio Co. and its affiliates, owners, managers or stakeholders. There can be no assurance the redemption will be completed by September 30, 2026. The foregoing descriptions of the Amendment and the Payoff Letter are qualified in their entirety by reference to the full text of those documents, filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) gipr-ex99_1.htm

EX-99.1 4 gipr-ex99_1.htm EX-99.1 EX-99.1 Generation Income Properties Announces Preferred Equity Reduction and Extension of Preferrd Equity Mandatory Redemption Date TAMPA, Fla., September 4, 2026 - Generation Income Properties, Inc. (NASDAQ: GIPR) ("GIPR" or the "Company") today provided an update on its ongoing efforts to simplify its capital structure, reduce higher-cost capital obligations and strengthen its financial position. The Company has reached an agreement with Loci Capital providing for the extension of the mandatory redemption date of Loci Capital's preferred equity interest in GIP VB SPE, LLC ("GIPR Portfolio Co") to September 30, 2026. Pursuant to a payoff letter dated August 31, 2026, the redemption amount is approximately $4.2 million if the redemption occurs on or before September 30, 2026. The outstanding preferred equity balance has been reduced substantially from approximately $20 million in 2025 to approximately $4.2 million today, reflecting the Company's continued efforts to reduce its outstanding capital obligations and improve its balance sheet. Upon payment of the redemption amount, Loci Capital's interest in GIPR Portfolio Co. will be fully re…

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