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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40771

GENERATION INCOME PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)


Maryland	47-4427295
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

401 E. Jackson Street Suite 3300 Tampa, FL	33602
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: 813-448-1234

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol	Name of each exchange on which registered
Common Stock par value $0.01 per share	GIPR	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	GIPRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had 5,447,772 shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2025.

GENERATION INCOME PROPERTIES, INC.

TABLE OF CONTENTS


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Generation Income Properties, Inc. Consolidated Balance Sheets September 30, 2025 (unaudited) and December 31, 2024	3

	Generation Income Properties, Inc. Consolidated Statements of Operations Three and Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	4

	Generation Income Properties, Inc. Consolidated Statements of Changes in (Deficit) Equity, Redeemable Preferred Stock, and Redeemable Non-Controlling Interests for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	6

	Generation Income Properties, Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	9
	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION	43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

SIGNATURES		47

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements


Generation Income Properties, Inc
Consolidated Balance Sheets


		As of September 30,				As of December 31,
		2025				2024
		(unaudited)
Assets
Investments in real estate
Land	$		20,055,577		$		23,288,811
Building and site improvements			67,133,859				67,647,250
Acquired tenant improvements			2,434,465				2,384,076
Acquired lease intangible assets			9,444,402				10,504,740
Less: accumulated depreciation and amortization			(14,065,544	)			(12,462,091	)
Net real estate investments	$		85,002,759		$		91,362,786
Cash and cash equivalents			247,288				612,939
Restricted cash			34,500				34,500
Deferred rent asset			382,377				331,837
Prepaid expenses			362,681				140,528
Accounts receivable			6,144				48,118
Escrow deposits and other assets			675,298				1,233,123
Held for sale assets			10,726,355				6,732,001
Right-of-use asset, net			6,008,618				6,067,958
Total Assets	$		103,446,020		$		106,563,790

Liabilities and Equity
Liabilities
Accounts payable	$		611,408		$		171,262
Accrued expenses			1,971,367				1,127,896
Accrued expense - related party			949,026				683,347
Acquired lease intangible liabilities, net			1,445,993				1,036,274
Insurance payable			128,838				40,835
Deferred rent liability			173,658				176,017
Lease liability, net			6,503,013				6,464,901
Loan payable - related party			7,614,689				5,500,000
Mortgage loans, net of unamortized debt discount of $1,174,962 and $1,103,336 at September 30, 2025 and December 31, 2024, respectively, and debt issuance costs			54,587,784				58,340,234
Derivative liabilities			534,198				169,685
Total liabilities	$		74,519,974		$		73,710,451

Redeemable Non-Controlling Interests			32,459,949				26,664,545

Stockholders' (Deficit) Equity
Common stock, $0.01 par value, 100,000,000 shares authorized; 5,447,772 and 5,443,188 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.			54,431				54,431
Additional paid-in capital			29,277,797				29,019,047
Accumulated deficit			(33,258,992	)			(23,277,545	)
Total Generation Income Properties, Inc. Stockholders' (Deficit) Equity	$		(3,926,764	)	$		5,795,933

Non-Controlling Interest	$		392,861		$		392,861
Total equity	$		(3,533,903	)	$		6,188,794

Total Liabilities and Equity	$		103,446,020		$		106,563,790

The accompanying notes are an integral part of these unaudited consolidated financial statements.


Generation Income Properties, Inc
Consolidated Statements of Operations
(unaudited)

	Three Months ended September 30,							Nine Months ended September 30,
	2025			2024			2025				2024
Revenue
Rental income	$	2,454,848		$	2,326,980		$		7,248,050		$	6,850,092
Other income		15,261			73,302				35,924			242,598
Total revenue	$	2,470,109		$	2,400,282		$		7,283,974		$	7,092,690

Expenses
General and administrative expense		585,193			577,565				1,643,464			1,632,018
Building expenses		635,717			729,062				1,975,060			2,067,356
Depreciation and amortization		1,287,112			1,068,081				3,844,454			3,474,918
Interest expense, net		1,162,436			1,098,608				4,429,454			3,142,489
Compensation costs		498,983			296,399				939,670			816,605
Total expenses	$	4,169,441		$	3,769,715		$		12,832,102		$	11,133,386
Operating loss		(1,699,332	)		(1,369,433	)			(5,548,128	)		(4,040,696	)
Other expense		-			-				(286	)		-
Loss on derivative valuation		(11,256	)		(734,116	)			(427,081	)		(308,570	)
Dead deal expense		(7,266	)		-				(35,160	)		(35,873	)
Loss on held for sale asset valuation		-			-				-			(1,058,994	)
Loss on extinguishment of debt		-			-				(926,398	)		-
Loss on sale of property		-			-				(44,782	)		-
Net loss	$	(1,717,854	)	$	(2,103,549	)	$		(6,981,835	)	$	(5,444,133	)
Less: Net income attributable to non-controlling interests		1,109,106			866,047				2,999,612			2,612,405
Net loss attributable to Generation Income Properties, Inc.	$	(2,826,960	)	$	(2,969,596	)	$		(9,981,447	)	$	(8,056,538	)
Less: Preferred stock dividends		-			-				-			95,000
Net loss attributable to common shareholders	$	(2,826,960	)	$	(2,969,596	)	$		(9,981,447	)	$	(8,151,538	)

Total Weighted Average Shares of Common Stock Outstanding – Basic & Diluted		5,443,538			5,433,833				5,444,150			5,083,640

Basic & Diluted Loss Per Share Attributable to Common Stockholders	$	(0.52	)	$	(0.55	)	$		(1.83	)	$	(1.60	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.


Generation Income Properties Inc
Consolidated Statements of Changes in Equity (Deficit), Redeemable Preferred Stock, and Redeemable Non-Controlling Interests
(unaudited)

	Common Stock				Additional Paid-In Capital			Accumulated Deficit			Stockholders' Equity			Non-Controlling Interests			Total Equity			Redeemable Preferred Stock			Redeemable Non-Controlling Interests
	Shares		Amount
Balance, December 31, 2023		2,620,707	$	26,207	$	18,472,049		$	(14,833,058	)	$	3,665,198		$	406,131		$	4,071,329		$	11,637,616		$	18,812,423
Restricted stock compensation		-		-		94,935			-			94,935			-			94,935			-			-
Stock issuance costs		-		-		(61,938	)		-			(61,938	)		-			(61,938	)		-			-
Cashless exercise of warrants		4,551		46		(46	)		-			-			-			-			-			-
Conversion of preferred stock to Common stock		2,794,597		27,946		11,609,670			-			11,637,616			-			11,637,616			(11,637,616	)		-
Distribution on Non-Controlling Interests		-		-		-			-			-			(2,844	)		(2,844	)		-			(267,833	)
Dividends on preferred stock		-		-		-			-			-			-			-			(95,000	)		-
Dividends paid on common stock		-		-		(525,106	)		-			(525,106	)		-			(525,106	)		-			-
Net (loss) income for the period		-		-		-			(2,920,220	)		(2,920,220	)		(7,582	)		(2,927,802	)		95,000			953,706
Balance, March 31, 2024		5,419,855	$	54,199	$	29,589,564		$	(17,753,278	)	$	11,890,485		$	395,705		$	12,286,190		$	-		$	19,498,296
Restricted stock compensation		-		-		94,935			-			94,935			-			94,935			-			-
Stock issuance costs		-		-		(15,450	)		-			(15,450	)		-			(15,450	)		-			-
Cashless exercise of warrants		3,333		33		(33	)		-			-			-			-			-			-
Issuance of Redeemable Non-Controlling Interests		-		-		-			-			-			-			-			-			2,500,000
Distribution on Non-Controlling Interests		-		-		-			-			-			(2,844	)		(2,844	)		-			(271,090	)
Dividends paid on common stock		-		-		(634,407	)		-			(634,407	)		-			(634,407	)		-			-
Net (loss) income for the period		-		-		-			(2,261,722	)		(2,261,722	)		-			(2,261,722	)		-			800,234
Balance, June 30, 2024		5,423,188	$	54,232	$	29,034,609		$	(20,015,000	)	$	9,073,841		$	392,861		$	9,466,702		$	-		$	22,527,440
Restricted stock compensation		-		-		94,934			-			94,934			-			94,934			-			-
Issuance of Redeemable Non-Controlling Interests		-		-		-			-			-			-			-			-			3,080,000
Distribution on Non-Controlling Interests		-		-		-			-			-			-			-			-			(337,297	)
Net (loss) income for the period		-		-		-			(2,969,596	)		(2,969,596	)		-			(2,969,596	)		-			866,047
Balance, September 30, 2024		5,423,188	$	54,232	$	29,129,543		$	(22,984,596	)	$	6,199,179		$	392,861		$	6,592,040		$	-		$	26,136,190

Balance, December 31, 2024		5,443,188	$	54,431	$	29,019,047		$	(23,277,545	)	$	5,795,933		$	392,861		$	6,188,794		$	-		$	26,664,545
Issuance of Redeemable Non-Controlling Interests		-		-		-			-			-			-			-			-			4,209,154
Distribution on Non-Controlling Interests		-		-		-			-			-			-			-			-			(405,648	)
Net (loss) income for the period		-		-		-			(2,731,859	)		(2,731,859	)		-			(2,731,859	)		-			934,399
Balance, March 31, 2025		5,443,188	$	54,431	$	29,019,047		$	(26,009,404	)	$	3,064,074		$	392,861		$	3,456,935		$	-		$	31,402,450


Issuance of Redeemable Non-Controlling Interests	-		-		-		-			-			-		-					-
Distribution on Non-Controlling Interests	-		-		-		-			-			-		-					(427,358	)
Net (loss) income for the period	-		-		-		(4,422,628	)		(4,422,628	)		-		(4,422,628	)				956,108
Balance, June 30, 2025	5,443,188	$	54,431	$	29,019,047	$	(30,432,032	)	$	(1,358,554	)	$	392,861	$	(965,693	)	$	-	$	31,931,200
Restricted stock compensation	-		-		258,750		-			258,750			-		258,750			-		-
Cashless exercise of warrants	4,584		-		-		-			-			-		-			-		-
Distribution on Non-Controlling Interests	-		-		-		-			-			-		-			-		(580,356	)
Net (loss) income for the period	-		-		-		(2,826,960	)		(2,826,960	)		-		(2,826,960	)	$	-		1,109,106
Balance, September 30, 2025	5,447,772	$	54,431	$	29,277,797	$	(33,258,992	)	$	(3,926,764	)	$	392,861	$	(3,533,903	)	$	-	$	32,459,950

The accompanying notes are an integral part of these unaudited consolidated financial statements.


Generation Income Properties, Inc
Consolidated Statements of Cash Flows
(unaudited)

	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,981,835	)	$	(5,444,133	)
Adjustments to reconcile net loss to cash provided by operating activities
Depreciation of building and site improvements		2,461,135			2,142,914
Amortization of acquired tenant improvements		285,911			241,870
Amortization of in-place leases		1,097,408			1,090,135
Amortization of above-market leases		305,311			305,312
Amortization of below-market leases		(133,000	)		(101,406	)
Amortization of above-market ground lease		(549	)		(549	)
Amortization of debt issuance costs		137,097			156,091
Amortization of debt discount		97,216			-
Restricted stock unit compensation		258,750			284,804
Non-cash ground lease expense		59,340			64,149
Dead deal expense		35,160			35,873
Loss on derivative valuation		427,081			308,570
Loss on held for sale asset valuation		-			1,058,994
Loss on extinguishment of debt		926,398			-
Loss on sale of property		44,782			-
Changes in operating assets and liabilities
Accounts receivable		14,416			76,617
Escrow and other assets		432,957			(185,932	)
Deferred rent asset		(50,540	)		670,424
Prepaid expenses		(719,726	)		(166,558	)
Prepaid guaranty fees - related party		-			-
Accounts payable		440,146			(327,476	)
Accrued expenses		907,472			641,342
Accrued expenses - related party		334,870			-
Lease liability		38,112			37,443
Deferred rent liability		(2,359	)		(104,974	)
Net cash provided by operating activities		415,553			783,511

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land, buildings, other tangible and intangible assets		-			(5,960,892	)
Proceeds from sale of land, buildings, other tangible and intangible assets		10,333,595			-
Net cash provided by investing activities		10,333,595			(5,960,892	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of redeemable non-controlling interests		-			5,580,000
Proceeds of issuance on loan payable - related party		1,610,000			-
Repayment of other payable - related party		-			(1,357,380	)
Mortgage loan borrowings		750,000			2,217,350
Mortgage loan repayments		(11,436,360	)		(639,599	)
Debt extinguishment costs		(640,180	)		-
Equity issuance costs		-			(77,421	)
Debt issuance costs		(72,900	)		-
Insurance financing borrowings		380,315			400,889
Insurance financing repayments		(292,312	)		(285,406	)
Distribution on non-controlling interests		(1,413,362	)		(881,907	)
Dividends paid on preferred stock		-			(190,000	)
Dividends paid on common stock		-			(1,159,481	)
Net cash used in financing activities		(11,114,799	)		3,607,045

Net decrease in cash and cash equivalents		(365,651	)		(1,570,336	)
Cash and cash equivalents and restricted cash - beginning of period		647,439			3,151,946
Cash and cash equivalents and restricted cash - end of period	$	281,788		$	1,581,610

CASH TRANSACTIONS
Interest paid	$	4,454,725		$	1,243,608
NON-CASH TRANSACTIONS
Assumption of loans in connection with property acquisitions	$	7,023,895		$	-
Issuance of Series B-2 Preferred Units in connection with property acquisitions	$	4,209,153		$	-


Conversion of Preferred Stock into Common Stock	$	-	$	11,637,616
Stock issued for cashless exercise of Investor Warrants	$	-	$	79
Deferred distribution on redeemable non-controlling interests	$	-	$	2,280,471

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GENERATION INCOME PROPERTIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Operations

Generation Income Properties, Inc. (the “Company”) was formed as a Maryland corporation on September 19, 2015. The Company is an internally managed real estate investment company 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.

The Company formed Generation Income Properties L.P. (the “Operating Partnership”) in October 2015. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership or its direct or 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.

The Company places each property in a separate entity which may have a Redeemable Non-Controlling interest as a member.

As of September 30, 2025, the Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 28 properties.

Management’s Liquidity Plans and Going Concern

On August 27, 2014, FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances. In accordance with ASU 2014-05, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

For the nine months ended September 30, 2025, the Company provided operating cash flows of $415,553 and had cash on hand of $281,788 as of September 30, 2025. As a result of our recurring losses, our projected cash requirement to cover operating needs, and our current liquidity, management's plans have comprised refinancing and extending terms for preferred equity and loans and optimizing portfolio assets and divesting where property performance has not met management objectives or where market conditions provide favorable opportunities. The Company's ability to continue as a going concern has been dependent upon implementing and executing management's plan.

In May 2025, the Board of Directors appointed a Special Committee to support strategic initiatives for the Company. The Special Committee has retained a transaction advisor and counsel to evaluate opportunities to optimize shareholder value and benefits to the Company.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The preparation of the consolidated financial statements is in conformity with U.S. GAAP. The Company adopted the calendar year as its basis of reporting. Certain immaterial prior year amounts have been reclassified for consistency with the current period presentation.

Consolidation

The accompanying consolidated financial statements include the accounts of Generation Income Properties, Inc. and the Operating Partnership and all of the direct and indirect wholly owned subsidiaries of the Operating Partnership and the Company’s subsidiaries. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

The consolidated financial statements include the accounts of all entities in which the Company has a controlling interest. The ownership interests of other investors in these entities are recorded as non-controlling interests or redeemable non-controlling interest. Non-controlling interests are adjusted each period for additional contributions, distributions, and the allocation of net income or loss attributable to the non-controlling interests. Investments in entities for which the Company has the ability to exercise significant influence over, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or losses) of these entities are included in consolidated net income or loss.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.

Cash

The Company considers all demand deposits, cashier’s checks and money market accounts to be cash equivalents. Amounts included in restricted cash represent funds owned by the Company related to tenant escrow reimbursements and immediate capital repair reserve. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Consolidated Statements of Cash Flows:


	As of September 30,		As of September 30,
	2025		2024
Cash and cash equivalents	$	247,288	$	1,547,110
Restricted cash		34,500		34,500
Cash and cash equivalents and restricted cash	$	281,788	$	1,581,610

Revenue Recognition

The Company leases real estate to its tenants under long-term net leases which the Company accounts for as operating leases. Those leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Deferred rent liability includes $194,083 and $196,442 of prepaid rent as of September 30, 2025 and December 31, 2024, respectively.

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. In the event that uncollectibility exists with respect to any tenant changes, the Company would record an allowance with a corresponding reduction to Rental income. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line rents. There were no allowances for receivables recorded during three and nine months ended September 30, 2025 or 2024.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses (“recoverable costs”). A portion of our operating cost reimbursement revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued.

The Company often recognizes above- and below-market lease intangibles in connection with acquisitions of real estate. The capitalized above- and below-market lease intangibles are amortized to rental income over the remaining term of the related leases.

Stock-Based Compensation

The Company records all equity-based incentive grants to employees and non-employee members of the Company’s Board of Directors in compensation costs based on their fair values on the date of grant. Stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards.

Investments in Real Estate

Acquisitions of real estate are recorded at cost. The Company assigns the purchase price of real estate to tangible and intangible assets and liabilities based on fair value. Tangible assets consist of land, buildings, site improvements, and tenant improvements. Intangible assets and liabilities consist of the value of in-place leases and above- or below-market leases assumed with the acquisition. At the time of acquisition, the Company assesses whether the purchase of the real estate falls within the definition of a business under Accounting Standards Codification (“ASC”) 805,"Business Combinations," and to date has concluded that all asset transactions have been asset acquisitions. Therefore, each acquisition has been recorded at the purchase price whereas assets and liabilities, inclusive of closing costs, are allocated to land, building, site improvements, tenant improvements, and intangible assets and liabilities based upon their relative fair values at the date of acquisition.

The fair value of the in-place leases are estimated as the cost to replace the leases including loss of rent, commissions and legal fees. The in-place leases are amortized over the remaining term of the leases as amortization expense. The fair value of an above- or below-market lease is estimated as the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the estimated market lease rate expected over the remaining non-cancelable life of the lease at the date of acquisition. The capitalized above- or below-market lease values are amortized as a decrease or increase to rental income over the remaining term of the lease inclusive of the renewal option periods that are considered probable at acquisition.

Depreciation Expense

Real estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the

estimated useful life of the buildings, which are generally between 15 and 50 years, and site improvements, which are generally 5 to 9 years. Tenant improvements are amortized over the lease terms of the tenants, which is generally between 2 and 10 years, with two tenant improvements amortized over 27 years.

Lease Liabilities

The Company has a certain property within its portfolio that is on land subject to a ground lease with a third party, which is classified as an operating lease. Accordingly, the Company owns only a long-term leasehold in this property. The building and improvements constructed on the leased land are capitalized as investment in real estate and are depreciated over the shorter of the useful life of the improvements or the lease term.

Under ASC 842, "Leases," the Company recognizes a lease liability for its ground lease and corresponding right-of-use asset related to this same ground lease which is classified as an operating lease. A key input in estimating the lease liability and resulting right-of-use asset is establishing the discount rate in the lease, which since the rate implicit in the contract is not readily determinable, requires additional inputs for the longer-term ground lease, including mortgage market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and the payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for the lease to measure the lease liability.

Impairments

The Company reviews investments in real estate and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable though operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. There were no impairments in the Company's investments in real estate during the nine months ended September 30, 2025. An impairment loss of approximately $1.06 million was recognized during the nine months ended September 30, 2024 resulting from the reduction in the anticipated holding period of the property which was reclassified as held for sale in the three months ended March 31, 2024 and remained classified as held for sale as of September 30, 2024.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

Real Estate Held for Sale

The Company generally considers assets to be held for sale when certain criteria have been met, and management believes it is probable that the disposition will occur within one year. Properties are held for sale for a period longer than one year if events or circumstances out of the Company's control occur that delay the sale and while management continues to be committed to the plan of sale and is performing actions necessary to respond to the conditions causing the delay the properties held for sale remain salable in their current condition. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell, and depreciation and amortization are no longer recognized. Held for sale properties are evaluated quarterly to ensure that properties continue to meet the held for sale criteria. If properties are required to be reclassified from held for sale to held for use due to changes to a plan of sale, they are recorded at the lower of fair value or the carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used. Properties that do not meet the held for sale criteria are accounted for as operating properties.

During the third quarter of 2025, management approved a plan to sell three assets and executed purchase and sale agreements supporting a probable sale within one year. Accordingly, the following properties, which are under contract for sale, were reclassified to real estate asset held for sale as of September 30, 2025:

•

585 24½ Road, Grand Junction, Colorado, for approximately $4.97 million.

•

702 Tillman Place, Plant City, Florida, for approximately $1.95 million.

•

2601Westhall Lane, Maitland, Florida, for approximately $6.85 million.

The three held-for-sale properties are recorded at a combined cost basis of approximately $10.73 million as of September 30, 2025.

No impairment loss was recognized during the quarter as the estimated fair values less costs to sell exceed the carrying values at the

date of reclassification.

The previously held-for-sale property located at 3134 W. 76th Street, Chicago, Illinois was reclassified to investments in real estate during the third quarter as the related sale contract was terminated. No impairment was recorded upon reclassification.

Income Taxes

The Company elected to be taxed as a real estate investment trust (“REIT”) under Section 856 through 860 of the Internal Revenue Code. To continue to qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its taxable income to its stockholders. As a REIT, the Company generally will not be subject to federal corporate income tax on that portion of its taxable income that is currently distributed to stockholders. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to the Company's consolidated taxable REIT subsidiary of which no income was generated during the three and nine months ended September 30, 2025 and 2024.

The Company also recognizes liabilities for unrecognized tax benefits which are recognized if the weight of available evidence indicates that it is not more-likely-than-not that the positions will be sustained on examination, including resolution of the related processes, if any. As of each balance sheet date, unrecognized benefits are reassessed and adjusted if the Company’s judgment changes as a result of new information. No liability for unrecognized tax benefits was recorded as of September 30, 2025 or 2024. At September 30, 2025, the Company's tax returns for the years 2022 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

Earnings per Share

In accordance with ASC 260, "Earnings Per Share," basic earnings (loss) per share (“EPS”) is computed by dividing net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive securities such as warrants and convertible membership units of the Operating Partnership (“GIP LP Units”) if their effect is anti-dilutive. For the three and nine months ended September 30, 2025 and 2024, all potentially dilutive securities were excluded because the effect was anti-dilutive.

Derivative Financial Instruments

Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future.

Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

•

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity. The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent

periods if a re-measurement event occurs. See Derivative Financial Instruments in Note 10 for additional information on the Company's fair value measurements.

Note 3 – Acquired Lease Intangible Assets, net

In-place leases, net is comprised of the following:


	As of September 30,			As of December 31,
	2025			2024
In-place leases	$	8,518,021		$	8,847,484
Accumulated amortization		(3,474,913	)		(3,244,168	)
In-place leases, net	$	5,043,108		$	5,603,316

The amortization for in-place leases for the three and nine months ended September 30, 2025 and 2024 was $362,227 and $1,097,408 and $346,404 and $1,090,135, respectively. The future amortization for in-place leases, net for subsequent years ending December 31, is listed below:


	As of September 30,
	2025
2025 (3 months remaining)		299,145
2026		1,115,611
2027		933,927
2028		745,976
2029		568,815
Thereafter		1,379,634
	$	5,043,108

Above-market leases, net is comprised of the following:


	As of September 30,			As of December 31,
	2025			2024
Above-market leases	$	926,381		$	1,657,256
Accumulated amortization		(407,076	)		(576,867	)
Above-market leases, net	$	519,305		$	1,080,389

The amortization for above-market leases for the three and nine months ended September 30, 2025 and 2024 was $101,771 and $305,311, and $101,770 and $305,312, respectively. The future amortization for above-market leases, net for subsequent years ending December 31, is listed below:


	As of September 30,
	2025
2025 (3 months remaining)		46,961
2026		179,075
2027		161,539
2028		104,334
2029		19,666
Thereafter		7,730
	$	519,305

Note 4 – Acquired lease intangible liabilities, net

Acquired lease intangible liabilities, net is comprised of the following:


	As of September 30,			As of December 31,
	2025			2024
Acquired lessor lease intangible liabilities	$	2,011,964		$	1,468,695
Accumulated accretion to rental income		(608,575	)		(475,573	)
Acquired lessor lease intangible liabilities, net	$	1,403,389		$	993,122

Acquired lessee lease intangible liabilities	$	45,207		$	45,207
Accumulated amortization to offset building expenses		(2,603	)		(2,057	)
Acquired lessee lease intangible liabilities, net	$	42,604		$	43,150

The amortization for acquired lessor lease intangible liabilities for the three and nine months ended September 30, 2025 and 2024 was $45,220 and $133,000, and $33,802 and $101,406, respectively. The future amortization for acquired lessor lease intangible liabilities, net for subsequent years ending December 31 is listed below:


	As of September 30,
	2025
2025 (3 months remaining)	$	47,772
2026		167,728
2027		158,548
2028		158,105
2029		105,688
Thereafter		765,548
	$	1,403,389

The amortization for acquired lessee lease intangible liabilities for both the three and nine months ended September 30, 2025 and 2024 was $183 and $549, respectively. The future amortization for acquired lessee lease intangible liabilities, net for subsequent years ending December 31 is listed below:


	As of September 30,
	2025
2025 (3 months remaining)	$	183
2026		731
2027		731
2028		731
2029		731
Thereafter		39,497
	$	42,604

Note 5 – Leases

Lessor Accounting

All of the Company's leases are classified as operating leases. The Company's rental income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent. Income for these amounts is recognized on a straight-line basis. The Company’s leases also provide for reimbursement of recoverable costs. A portion of our operating cost reimbursement revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred. Variable lease income includes the tenants' contractual obligations to reimburse the Company for their portion of recoverable costs incurred and index-based rent adjustments. The following table provides a disaggregation of lease income recognized as either fixed or variable lease income for the nine months ended September 30, 2025 and 2024:


	2025			2024
Rental income
Fixed and in-substance fixed lease income		6,616,845			5,934,480
Variable lease income		752,975			1,045,265
Other related lease income, net:
Amortization of above- and below-market leases, net		(172,311	)		(203,906	)
Straight line rent, net		50,541			74,253
Total Rental income		7,248,050			6,850,092

For the nine months ended September 30, 2025 and 2024, the following tenants each accounted for more than 10% of our rental revenue as indicated below:


	2025	2024
General Services Administration - Norfolk, VA, Manteo, NC & Vacaville, CA	16%	12%
Dollar General - multiple locations	13%	11%
Pre-K - San Antonio, TX	11%	11%
Kohl's - Tucson, AZ	10%	10%
exp U.S. Services - Maitland, FL	10%	10%

The following table presents future minimum rental cash payments due to the Company over the next five calendar years and thereafter as of December 31:


	As of September 30,
	2025
2025 (3 months remaining)	$	2,211,905
2026		8,585,646
2027		6,866,687
2028		5,553,014
2029		4,360,830
Thereafter		21,749,093
	$	49,327,175

On February 6, 2025, the Company acquired three single-tenant retail properties from a single seller for an aggregate purchase price of approximately $11.2 million. The portfolio includes a 4,108-square-foot property in Sanford, Florida leased to Zaxby’s with annual base rent of approximately $240,434; a 10,640-square-foot property in Cleveland, Tennessee leased to Dollar General with annual base rent of approximately $119,728; and a 19,097-square-foot property in Kernersville, North Carolina leased to Tractor Supply Co. with annual base rent of approximately $303,000. Future minimum rent is reflected in the above table.

Lessee Accounting

The Company acquired one property on March 9, 2022 that is subject to a non-cancelable, long-term ground lease where a third party owns the underlying land and has leased the land to the Company. Accordingly, the Company owns only a long-term leasehold in this property. This ground lease expires in 2084 including those options the Company deems probable of exercising. The ground lease expense is recognized on a straight-line basis over the term of the lease, including management's estimate of expected option renewal periods. Operating lease expense was approximately $93,762 and $93,762 for the three months ended September 30, 2025 and 2024 and $281,285 and $281,285 for the nine months ended September 30, 2025 and 2024, respectively. There are no variable lease expenses required to be paid by the Company as lessee per the lease terms. Cash paid for amounts included in the measurement of the lease liability, net was $61,278 and $61,278 for the three months ended September 30, 2025 and 2024, respectively, and $183,834 and $182,799 for the nine months ended September 30, 2025 and 2024, respectively.

The following table summarizes the undiscounted future cash flows for subsequent years ending December 31 attributable to the lease liability as of September 30, 2025 and provides a reconciliation to the lease liability included in the accompanying Consolidated Balance Sheets as of September 30, 2025.


	As of September 30,
	2025
2025 (3 months remaining)		61,278
2026		245,111
2027		245,111
2028		245,111
2029		257,839
Thereafter		21,317,695
Total undiscounted liability	$	22,372,145
Present value discount		(15,869,132	)
Lease liability	$	6,503,013
Discount rate		4.58	%
Term Remaining	58 years

Note 6 – Non-Controlling Interests

Redeemable Non-Controlling Interests (Temporary Equity)

Operating Unit Holders

LMB Owenton I LLC

As part of the Company’s acquisition of one property on January 14, 2022 for approximately $2,264,000 in Tampa, FL, the Operating Partnership entered into a contribution agreement with LMB Owenton I LLC that resulted in the issuance of 110,957 GIP LP Units at $10.00 per share for a total value of $1,109,570. After 24 months, the contribution agreement allows for the investor to require the Operating Partnership to redeem, all or a portion of its units for either (i) the Redemption Amount (within the meaning of the Partnership Agreement), or (ii) until forty nine (49) months from date of closing, cash in an agreed-upon Value (within the meaning of the Partnership Agreement) of $10.00 per share. As such, the Company has determined this equity should be classified as temporary equity at redemption value. On February 7, 2023, the Operating Partnership entered into a Unit Issuance Agreement and Amendment to Contribution and Subscription Agreement with LMB Owenton I LLC in which the Operating Partnership and LMB Owenton I LLC agreed to delay the Contributor’s right to require the redemption of the Contributor’s GIP LP Units in the Operating Partnership until after 36 months on January 14, 2025 and for a reduced redemption price of $7.15 per GIP LP Unit. Such agreement was made in consideration of the issuance to LMB Owenton I LLC of an additional 44,228 GIP LP Units in the Operating Partnership, resulting in Contributor owning an aggregate of 155,185 GIP LP Units in the Operating Partnership at redemption value of $1,109,570 as of September 30, 2025.

Norfolk, VA Partnership

As part of the Company’s acquisition of two properties for approximately $19,134,400 on September 30, 2019 in Norfolk, Virginia, the "Norfolk, Virginia properties", the Operating Partnership entered into contribution agreements with two entities (Greenwal, L.C. and Riverside Crossing, L.C.) that resulted in the issuance of 349,913 common units in the Operating Partnership at $20.00 per share for a total value of $6,998,251. Greenwal, L.C and Riverside Crossing, L.C. have since been dissolved and the common units were then directly owned by the former members of the two entities. Beginning on the first anniversary of the closing, the contribution agreements allowed for the two investors to require the Operating Partnership to redeem all or a portion of its units for either (i) the Redemption Amount (within the meaning of the Operating Partnership’s Partnership Agreement), or (ii) until forty-nine (49) months from date of closing, cash in an agreed-upon Value (within the meaning of the Operating Partnership’s Partnership Agreement) of $20.00 per share, as set forth on the Notice of Redemption. As such, the Company has determined their equity should be classified as a temporary equity at redemption value. On March 21, 2022, the Company received notice from an Operating Partnership common unit holder to redeem 10,166 units at $20.00 per unit for a total of $203,326 and paid the unit holder on June 24, 2022. On April 25, 2022, the Company received notice from another Operating Partnership common unit holder to redeem 10,166 units at $20 per unit for a total of $203,326 and paid the unit holder on July 25, 2022. On July 20, 2022, the Company received a notice of redemption from an Operating Partnership common unit holder exercising his right to redeem 25,000 units at $20 per unit and such notice further stated the unit holder’s intent to redeem his remaining 180,615 units in the Operating Partnership before October 31, 2023. On August 9, 2022, the Company and Operating Partnership entered a Redemption Agreement with the unit holder providing for the revocation of his July 2022 redemption notice and providing that the his common units in the Operating Partnership would be redeemed by the Operating Partnership as follows: (i) on or before September 15, 2022, 16,250 of the units would be redeemed for an aggregate of $325,000 in cash (which is $20 per unit, as provided in the applicable Contribution Agreements) and 60,000 of the units would be redeemed in exchange for the issuance of 200,000 shares of the Company’s common stock, and (ii) the remaining 129,365 units would be redeemed for $20 per unit in cash in one tranche of 16,250 units on March 15, 2023 and five tranches of 22,623 units each on September 15, 2023, March 15, 2024, June 15, 2024, September 15, 2024, and December 15, 2024. As such, the Company recorded in other payable - related party in the amount of $2,912,300 upon execution of the Redemption Agreement entered into August 9, 2022 and continue to pay unit distributions on current units outstanding. In accordance with the Redemption Agreement the Company has made payments of $2,912,300 through December 31, 2024, reducing the balance of the redemption payable to $0. Additionally, on September 12, 2022, the Company issued 200,000 shares of common stock at $6.00 per share in accordance with the Redemption Agreement.

On January 27, 2023, the remaining two partners from this original transaction redeemed a total of 123,965 units at $20 per unit in the aggregate amount of $2,479,299 and the Company funded the redemption obligations per the terms of the contribution agreement on February 9, 2023 using proceeds from new preferred equity agreements with Brown Family Enterprises, LLC. In the year ended December 31, 2023, we accrued approximately $506,000 relating to the potential reimbursement of federal, state and local income taxes incurred by a remaining partner in one of our partnerships pursuant to tax protection agreement and is included in Accrued Expense - Related Party on the face of the balance sheet and the balance remained unchanged as of September 30, 2025.

JCWC Funding, LLC

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 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.

Lloyd M. Bernstein

On February 6, 2025, the Operating Partnership entered into a Contribution and Subscription Agreement with LMB Lewiston, LLC, LMB Ft. Kent, LLC, and LMB Auburn Hills I, LLC (collectively, the "Contributed Entities") and their members. Pursuant to the agreement, the members of the Contributed Entities contributed 100% of their membership interests to the Operating Partnership in exchange for 698,465 newly issued Series B-2 Preferred Units at a price of $6.00 per unit, valued in aggregate at approximately $4.2 million. The Contributed Entities collectively own three single-tenant net lease retail properties leased to Zaxby's (Sanford, FL), Dollar General (Cleveland, TN), and Tractor Supply Co. (Kernersville, NC), with a combined gross asset value of $11.2 million. In connection with the contribution, the Operating Partnership assumed outstanding debt totaling approximately $7.0 million secured by the properties. The Preferred Units issued in the transaction carry a cumulative annual distribution of $0.33 per unit, payable monthly in arrears. Beginning on the second anniversary of closing, the holders may elect to redeem their units for a "Redemption Amount" as defined in the Amended and Restated Agreement of Limited Partnership.

Preferred Equity Partners

Brown Family Trust and Brown Family Enterprises, LLC

As part of the Company’s acquisition of a property for approximately $1,737,800 in Manteo, NC, one of the Company’s operating subsidiaries entered into a preferred equity agreement with Brown Family Trust on February 11, 2021 pursuant to which the Company’s subsidiary received a capital contribution of $500,000. The Operating Partnership is the general manager of the subsidiary while Brown Family Trust is a preferred equity member. Pursuant to the agreement, the Company is required to pay the preferred equity member a 9% internal rate of return ("IRR") on a monthly basis. After 24 months, the Brown Family Trust has the right to redeem and the Operating Partnership has the right to call the preferred equity at redemption value. Because of the redemption right, the non-controlling interest was presented as temporary equity at redemption value. On August 10, 2023, the Company exercised its right to call the preferred equity at redemption value and redeemed the preferred equity upon payment of the original capital contribution plus accrued and deferred interest.

On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC ("GIPVA 2510") and GIPVA 130 Corporate Blvd, LLC ("GIPVA 130"), in which the Operating Partnership, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new preferred member, Brown Family Enterprises, LLC, through the issuance of preferred membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130. GIPVA 2510 and GIPVA 130 (the “Virginia SPEs”) hold the Company’s Norfolk, Virginia properties. In addition, both of the Virginia SPEs and Brown Family Enterprises, LLC entered into Unit Purchase Agreements in which GIPVA 2510 issued and sold 180,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,800,000, and GIPVA 130 issued and sold 120,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,200,000. The Operating Partnership is the general manager of the subsidiary while Brown Family Enterprises, LLC is a preferred equity member. Pursuant to the agreement, the Company is required to pay the preferred equity member a 7% IRR paid on a monthly basis and will share in 16% of the equity in each of the Virginia SPEs upon a capital transaction resulting in distributable proceeds. Brown Family Enterprises, LLC has the right to redeem the preferred equity at redemption value. On July 25, 2024, we entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of these entities revising the redemption date from February 8, 2025 to February 8, 2027. Because of the redemption right, the non-controlling interest is presented as temporary equity at an aggregated redemption value of $3,000,000 as of September 30, 2025.

LC2-NNN Pref, LLC

In connection with the acquisition of the Modiv Portfolio, the Operating Partnership and LC2 entered into an Amended and Restated Limited Liability Company Agreement for GIP SPE (the “GIP SPE Operating Agreement”) pursuant to which LC2 made a $12.0 million initial capital contribution to GIP SPE, together with a commitment to make an additional $2.1 million contribution upon the satisfactory completion of the acquisition of a tenant-in-common interest held by a third party in the Company’s Rockford, Illinois property (the “LC2 Investment”). The Company completed the acquisition of such tenant-in-common interest on September 7, 2023, for a purchase price of $1.3 million and LC2 made the additional $2.1 million capital contribution on September 11, 2023. LC2 made the LC2 Investment in exchange for a preferred equity interest in GIP SPE (the “Preferred Interest”). The Preferred Interest has a cumulative accruing distribution preference of 15.5% per year, compounded monthly, a portion of which in the amount of 5% per annum (compounded monthly) is deemed to be the “current preferred return,” and the remainder of which in the amount of 10.5% per annum (compounded monthly) is deemed to be the “accrued preferred return.” The GIP SPE operating agreement provides that operating

distributions by GIP SPE will be made first to LC2 to satisfy any accrued but unpaid current preferred return, with the balance being paid to the Operating Partnership, unless the “annualized debt yield” of GIP SPE is less than 10%, in which case the balance will be paid to LC2. For this purpose, “annualized debt yield” is calculated as the sum of senior debt and LC2 Investment divided by the trailing three-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) of GIP SPE. The GIP SPE Operating Agreement also provides that distributions from capital transactions will be paid first to LC2 to satisfy any accrued but unpaid preferred return, then to LC2 until the “Make-Whole Amount” (defined as the amount equal to 1.3 times the LC2 Investment) is reduced to zero, and then to the Operating Partnership.

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.

On August 7, 2025, the Company exercised its first 12-month extension option under the GIP SPE Operating Agreement, extending the Mandatory Redemption Date from August 10, 2025 to August 10, 2026. In connection with the extension, the Company paid LC2 an extension fee of $141,000 (equal to 100 basis points of the outstanding LC2 Investment), increased the "Preferred Equity Return" under the GIP SPE Operating Agreement from 15.5% to 18% per annum, and increased the "Accrued Preferred Return" under the agreement from 10.5% to 13% per annum, while the "Current Preferred Return" under the agreement remained at 5% per annum. The Company also confirmed that the trailing nine-month annualized adjusted net operating income exceeded $5.0 million, the senior loans had been extended through the end of the extension period, and there were no material breaches or defaults under the GIP SPE Operating Agreement.

Under the GIP SPE Operating Agreement, GIP SPE is also required to pay to Loci Capital, an affiliate of LC2, an equity fee of 1.5% of the LC2 Investment, with 1% having been paid upon the execution and delivery of the GIP SPE Operating Agreement and the 0.5% payable upon redemption of the LC2 Investment.

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.

Non-Controlling Interest (Permanent Equity)

As part of the Company’s acquisition of one property on November 30, 2020 for $1,847,700 in Tampa, FL, the Operating Partnership entered into a contribution agreement with GIP Fund 1, LLC that resulted in the issuance of 24,309 GIP LP Units in the Operating Partnership at $20.00 per share for a total value of $486,180. At the time of the acquisition, the Company’s President owned 11% of GIP Fund 1. GIP Fund 1 has since been dissolved and the GIP Units are now directly owned by the former members of GIP Fund 1. After 12 months, the contribution agreement allows for the former members of GIP Fund 1 to require the Operating Partnership to redeem, all or a portion of its GIP LP Units for common stock of the Company. As such, the Company has determined their equity should be classified as a Non-controlling interest.

Following these transactions as of September 30, 2025, the Company owned 99.6% of the common units in the Operating Partnership and outside investors owned 0.4%. The following table reflects the Company's redeemable non-controlling interests and non-controlling interest during the three and nine months ended September 30, 2025 and 2024:


	Brown Family Trust and Brown Family Enterprises, LLC			LMB Owenton I LLC			GIP LP (Former Greenwal, L.C. and Riverside Crossing, L.C. Members)			JCWC Funding, LLC		Lloyd M. Bernstein	LC2-NNN Pref, LLC			Total Redeemable Non-Controlling Interests			Non-Controlling Interests - Former GIP Fund 1 Members
Balance, December 31, 2023	$	3,000,000		$	1,109,570		$	-		$	-		$	14,702,853		$	18,812,423		$	406,131
Distribution on Non-Controlling Interests		(52,500	)		(18,157	)		(9,705	)		-			(187,471	)		(267,833	)		(2,844	)
Net income (loss) for the quarter		52,500			18,157			9,705			-			873,344			953,706			(7,582	)
Balance, March 31, 2024	$	3,000,000		$	1,109,570		$	-		$	-		$	15,388,726		$	19,498,296		$	395,705
Issuance of Redeemable Non-Controlling Interests		-

GENERATION INCOME PROPERTIES, INC. 10-Q