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What changed in GENERATION INCOME PROPERTIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GENERATION INCOME PROPERTIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+288 added−260 removedSource: 10-K (2026-04-01) vs 10-K (2025-03-28)

Top changes in GENERATION INCOME PROPERTIES, INC.'s 2025 10-K

288 paragraphs added · 260 removed · 181 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

35 edited+8 added−9 removed55 unchanged
Biggest changeRetail Washington, D.C. 3,000 7-Eleven Corporation A Y 1.2 2 x 5 Yes $ 129,804 $ 43.27 Retail Tampa, FL 2,200 Starbucks Corporation BBB+ Y 3.2 4 x 5 Yes $ 200,750 $ 91.25 Industrial Huntsville, AL 59,091 Auburn University (3) N/A Not Rated 2.6 N/A Yes $ 283,500 $ 4.80 Office Norfolk, VA 49,902 General Services Administration-Navy (6) AA+ Y 3.7 N/A Yes $ 640,742 $ 12.84 Office Norfolk, VA 22,247 Armed Services YMCA of the U.S.A.
Biggest changeRetail Washington, DC 3,000 7-Eleven Corporation A- Y 5.2 2 x 5 Yes $ 120,000 $ 40.00 Office Norfolk, VA 49,902 General Services Administration-Navy AA+ Y 2.7 N/A Yes 640,742 12.84 Office Norfolk, VA 22,247 Armed Services YMCA of the U.S.A. N/A N/A 8.3 2 x 5 Yes 411,570 18.50 Office Norfolk, VA 34,847 PRA Holdings, Inc.
Specific acquisition criteria may include, but is not limited to, the following: • premier locations and facilities with multiple alternative uses; • sustainable rents specific to a tenants’ location that may be at or below market rents; • investment grade or strong credit tenant; • properties not subject to long-term management contracts with management companies; • opportunities to expand the tenants’ building and/or implement value-added operational improvements; and • population density and strong demand growth characteristics supported by favorable demographic indicators.
Specific acquisition criteria may include, but is not limited to, the following: • premier locations and facilities with multiple alternative uses; • sustainable rents specific to a tenant's location that may be at or below market rents; • investment grade or strong credit tenant; • properties not subject to long-term management contracts with management companies; • opportunities to expand the tenants’ building and/or implement value-added operational improvements; and • population density and strong demand growth characteristics supported by favorable demographic indicators.
We assess target markets and properties using an extensive underwriting and evaluation process, including: • offering materials review; • property and tenant lease information; • in depth conversations with offering agent, local brokers and property management companies; • thorough credit underwriting of the tenant; • review of tenant’s historical performance in the specific market and their nationwide trend to determine potential longevity of the asset and tenant’s business model; • market real estate dynamics, including macroeconomic market data and market rents for potential rental rate changes after initial lease term; • evaluation of business trends for local real estate demand specifics and competing business locations; 8 • review of asset level financial performance; • pre-acquisition discussions with the asset manager to confirm property specific reserve amounts and potential future capital expenditures; • review of property’s physical condition and related systems; and • financial modeling to determine our preliminary baseline pricing.
We assess target markets and properties using an extensive underwriting and evaluation process, including: 10 • offering materials review; • property and tenant lease information; • in depth conversations with offering agent, local brokers and property management companies; • thorough credit underwriting of the tenant; • review of tenant’s historical performance in the specific market and their nationwide trend to determine potential longevity of the asset and tenant’s business model; • market real estate dynamics, including macroeconomic market data and market rents for potential rental rate changes after initial lease term; • evaluation of business trends for local real estate demand specifics and competing business locations; • review of asset level financial performance; • pre-acquisition discussions with the asset manager to confirm property specific reserve amounts and potential future capital expenditures; • review of property’s physical condition and related systems; and • financial modeling to determine our preliminary baseline pricing.
These assessments, however, may not reveal all environmental hazards. In certain instances we rely upon the experience of our management and n most cases we will request, but will not always obtain, a representation from the seller that, to its knowledge, the property is not contaminated with hazardous materials.
These assessments, however, may not reveal all environmental hazards. In certain instances we rely upon the experience of our management and in most cases we will request, but will not always obtain, a representation from the seller that, to its knowledge, the property is not contaminated with hazardous materials.
We believe our extensive network of long standing relationships will continue to provide us with access to a pipeline of acquisition opportunities that will enable us to identify and capitalize on what we believe are attractive acquisition opportunities for our leasing efforts. • Growth-Oriented, Flexible and Conservative Capital Structure .
We believe our extensive network of long standing relationships will continue to provide us with access to a pipeline of acquisition opportunities that will enable us to identify and capitalize on what we believe are attractive acquisition opportunities for our leasing efforts. 11 • Growth-Oriented, Flexible and Conservative Capital Structure .
Additionally, we seek to ensure that many of our leases contain clauses that require a tenant to reimburse and indemnify us for any 11 environmental contamination occurring at the property. We do not intend to purchase any properties that have known environmental deficiencies that cannot be remediated.
Additionally, we seek to ensure that many of our leases contain clauses that require a tenant to reimburse and indemnify us for any environmental contamination occurring at the property. We do not intend to purchase any properties that have known environmental deficiencies that cannot be remediated.
We believe that focusing on traditional real estate fundamentals allows us to target properties with shorter lease terms, modified net leases or vacancy and thereby may allow us to generate superior returns.
We believe that focusing on 9 traditional real estate fundamentals allows us to target properties with shorter lease terms, modified net leases or vacancy and thereby may allow us to generate superior returns.
Approximately 60% of our portfolio’s annualized rent as of December 31, 2024 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.
Approximately 60% of our portfolio’s annualized rent as of December 31, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better.
We believe our focus on owning properties leased to investment grade or creditworthy tenants provide attractive risk adjusted returns through current yields, long term appreciation and tenant renewals.
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.
There is no assurance that any currently available properties in our acquisition pipeline will remain available, or that we will pursue or complete potential acquisitions, at prices acceptable to us or at all. Property and Asset Management Agreements We manage our properties in-house, except for our Norfolk, Virginia properties and our Maitland, Florida property.
There is no assurance that any currently available properties in our acquisition pipeline will remain available, or that we will pursue or complete potential acquisitions, at prices acceptable to us or at all. 13 Property and Asset Management Agreements We manage our properties in-house, except for our Norfolk, Virginia properties.
Over a long-term period, we intend to maintain lower levels of debt encumbering the Company, its assets and/or the portfolio as compared to our current leverage. 9 Our Current Portfolio as of December 31, 2024 The following are characteristics of our properties as of December 31, 2024: • Creditworthy Tenants .
Over a long-term period, we intend to maintain lower levels of debt encumbering the Company, its assets and/or the portfolio as compared to our current leverage. Our Current Portfolio as of December 31, 2025 The following are characteristics of our properties as of December 31, 2025: • Creditworthy Tenants .
BBB Y 8.8 2 x 5 Yes $ 233,480 $ 21.33 Retail Tampa, FL 2,642 Starbucks Corporation BBB+ Y 2.2 2 x 5 Yes $ 148,216 $ 56.10 Retail Tucson, AZ 88,408 Kohl's Corporation BB- N 5.1 7 x 5 Yes $ 864,630 $ 9.78 Retail San Antonio, TX 50,000 City of San Antonio (PreK) AAA Y 4.6 1 x 8 Yes $ 924,000 $ 18.48 Retail Bakersfield, CA 18,827 Dollar General Market BBB Y 3.6 3 x 5 Yes $ 361,075 $ 19.18 Retail Big Spring, TX 9,026 Dollar General BBB Y 5.5 3 x 5 Yes $ 86,041 $ 9.53 Retail Castalia, OH 9,026 Dollar General BBB Y 10.4 3 x 5 Yes $ 79,320 $ 8.79 Retail East Wilton, ME 9,100 Dollar General BBB Y 5.6 3 x 5 Yes $ 112,439 $ 12.36 Retail Lakeside, OH 9,026 Dollar General BBB Y 10.4 3 x 5 Yes $ 81,036 $ 8.98 Retail Litchfield, ME 9,026 Dollar General BBB Y 5.8 3 x 5 Yes $ 92,961 $ 10.30 Retail Mount Gilead, OH 9,026 Dollar General BBB Y 5.5 3 x 5 Yes $ 85,924 $ 9.52 Retail Thompsontown, PA 9,100 Dollar General BBB Y 5.8 3 x 5 Yes $ 85,998 $ 9.45 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc.
BBB- Y 7.8 2 x 5 Yes 242,912 22.19 Retail Tampa, FL 2,642 Starbucks Corporation BBB+ Y 1.2 2 x 5 Yes 148,216 56.10 Retail Tucson, AZ 88,408 Kohl's Corporation BB- N 4.1 7 x 5 Yes 864,630 9.78 Retail San Antonio, TX 50,000 City of San Antonio (PreK) AAA Y 3.6 1 x 8 Yes 924,000 18.48 Retail Bakersfield, CA 18,827 Dollar General Market BBB Y 2.6 3 x 5 Yes 361,075 19.18 Retail Big Spring, TX 9,026 Dollar General BBB Y 4.5 3 x 5 Yes 86,041 9.53 Retail Castalia, OH 9,026 Dollar General BBB Y 9.4 3 x 5 Yes 79,320 8.79 Retail East Wilton, ME 9,100 Dollar General BBB Y 4.6 3 x 5 Yes 112,439 12.36 Retail Lakeside, OH 9,026 Dollar General BBB Y 9.4 3 x 5 Yes 81,036 8.98 Retail Litchfield, ME 9,026 Dollar General BBB Y 4.8 3 x 5 Yes 92,960 10.30 Retail Mount Gilead, OH 9,026 Dollar General BBB Y 4.5 3 x 5 Yes 85,924 9.52 Retail Thompsontown, PA 9,100 Dollar General BBB Y 4.8 3 x 5 Yes 85,998 9.45 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc.
Distributions From inception through December 31, 2024, we have distributed $5,031,548 to common stockholders. The Company suspended common stock dividend payments as of June 2024. Competition The net lease industry is highly competitive.
Distributions From inception through December 31, 2025, we have distributed $5,031,548 to common stockholders. The Company suspended common stock dividend payments as of July 2024. Competition The net lease industry is highly competitive.
For further information on our properties and our tenant base, see “Item 2–Properties.” The table below presents an overview of the properties in our portfolio as of December 31, 2024: Property Type Location Rentable Square Feet Tenant S&P Credit Rating (1) IG Remaining Term (Yrs) Options (Number x Yrs) Contractual Rent Escalations (4) ABR (2) ABR per Sq. Ft.
For further information on our properties and our tenant base, see “Item 2–Properties.” 12 The table below presents an overview of the properties in our portfolio as of December 31, 2025: Property Type Location Rentable Square Feet Tenant S&P Credit Rating (1) IG Remaining Term (Yrs) Options (Number x Yrs) Contractual Rent Escalations (3) ABR (2) ABR per Sq. Ft.
Average effective annual rental per square foot is $15.08. Given the nature of our leases, our tenants either pay the real estate taxes or insurance directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.
Average effective annual rental per square foot is $16.19. Given the nature of our leases, our tenants either pay the real estate taxes or insurance directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.
Our portfolio is 99% leased and occupied. • Contractual Rent Growth . 93% of the leases in our current portfolio (based on annualized base rent as of December 31, 2024) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. • Average Effective Annual Rental per Square Foot .
Our portfolio is 100% leased and occupied. • Contractual Rent Growth . 92% of the leases in our current portfolio (based on annualized base rent as of December 31, 2025) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. • Average Effective Annual Rental per Square Foot .
Further, the Company’s references to website URLs are intended to be inactive textual references only. 12
Further, the Company’s references to website URLs are intended to be inactive textual references only. 15
The Company engaged Bevara Building Services for facility management and property management services for the two Norfolk, Virginia properties from June 15, 2022 through July 2023. Effective August 2023 Colliers International Asset Services resumed management services for our Norfolk, VA properties. The Company paid an aggregate of approximately $49,000 for property management services in fiscal year 2024.
The Company engaged Bevara Building Services for facility management and property management services for the two Norfolk, Virginia properties from June 15, 2022 through July 2023. Effective August 2023 Colliers International Asset Services resumed management services for our Norfolk, VA properties. The Company paid an aggregate of approximately $60,189 for property management services in fiscal year 2025.
Our properties are generally net leased to a single tenant. Under a net lease, the tenant typically bears the responsibility for most or all property related expenses such as real estate taxes, insurance, and maintenance costs. We believe this lease structure provides us with stable cash flows over the term of the lease and minimizes the ongoing capital expenditures.
Under a net lease, the tenant typically bears the responsibility for most or all property related expenses such as real estate taxes, insurance, and maintenance costs. We believe this lease structure provides us with stable cash flows over the term of the lease and minimizes the ongoing capital expenditures.
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 40% of our portfolio’s annualized base rent as of December 31, 2024. • 99% Occupied .
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2025. • 100% Occupied .
Under these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, cleanup and monitoring costs incurred by those parties in connection with the actual or threatened contamination.
Under these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, cleanup and monitoring costs incurred by those parties in connection with the actual or threatened contamination. 14 These laws typically impose cleanup responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination.
Human Capital As of December 31, 2024 we had four full-time employees. We plan to use outside consultants, attorneys, and accountants, as necessary.
Human Capital As of December 31, 2025 we had four full-time employees. We plan to continue using outside consultants, attorneys, and accountants, as necessary.
As of December 31, 2024, as the general partner of the Operating Partnership, we owned 88.9% of the outstanding common units in the Operating Partnership and outside investors owned 11.1%. The Company formed a Maryland entity GIP REIT OP Limited LLC as a wholly owned subsidiary in 2018 that owned 0.001% of the Operating Partnership as of December 31, 2024.
As of December 31, 2025, as the general partner of the Operating Partnership, we owned 99.6% of the outstanding common units in the Operating Partnership and outside investors owned 0.4%. The Company formed a Maryland entity GIP REIT OP Limited LLC as a wholly owned subsidiary in 2018 that owned 0.001% of the Operating Partnership as of December 31, 2025.
However, our distributions may be paid from sources other than cash flows from operations, such as from the proceeds from a capital raise, borrowings or distributions in kind.
Generally, our policy will be to pay distributions from cash flow from operations when possible. However, our distributions may be paid from sources other than cash flows from operations, such as from the proceeds from a capital raise, borrowings or distributions in kind.
Our Investment Committee is comprised of the following members: • Chairman, President and Chief Executive Officer ("CEO"), David Sobelman, who has over 19 years in different capacities within the net lease commercial real estate investment market including as investor, asset manager, broker, owner, analyst, and advisor. • Vice President of Accounting and Finance ("VP Accounting"), Ron Cook, who has over 20 years in various capacities within commercial real estate investment and finance. • Emily Hewland, Director of Capital Markets, who has been with the Company since inception and she has built out our acquisitions process to effectively underwrite assets thoroughly to find value in the market for investors and the portfolio alike. • Acquisitions Manager, Robert Rorhlack, who sources new acquisition opportunities that adhere to our investment criteria, and who has previously specialized in Tenant Representation.
Our Investment Committee is comprised of the following members: • Chairman, President and Chief Executive Officer ("CEO"), David Sobelman, who has over 19 years in different capacities within the net lease commercial real estate investment market including as investor, asset manager, broker, owner, analyst, and advisor. • Vice President of Accounting and Finance ("VP Accounting"), Ron Cook, who has over 20 years in various capacities within commercial real estate investment and finance. • Acquisitions Manager, Robert Rorhlack, who sources new acquisition opportunities that adhere to our investment criteria, and who has previously specialized in Tenant Representation.
Historically, we have made regular cash distributions to our stockholders out of our cash available for distribution, typically on a monthly basis. On July 3, 2024, the Company announced that its Board of Directors determined to suspend the Company's regular dividend to common shareholders and unitholders. Generally, our policy will be to pay distributions from cash flow from operations.
Prior to July 3, 2024, we made regular cash distributions to our stockholders out of our cash available for distribution, typically on a monthly basis. On July 3, 2024, the Company announced that its Board of Directors decided to suspend the Company's regular dividend to common shareholders and unitholders.
Target Markets with Attractive Characteristics: We concentrate our investment activity in select target markets with the following characteristics: high quality infrastructure, diversified local economies with multiple economic drivers, strong demographics, pro-business local governments and high-quality local labor pools.
Target Markets with Attractive Characteristics: We concentrate our investment activity in select target markets with the following characteristics: high quality infrastructure, diversified local economies with multiple economic drivers, strong demographics, pro-business local governments and high-quality local labor pools. We believe that these markets offer a higher probability of producing long term rent growth and capital appreciation.
We believe that these markets offer a higher probability of producing long term rent growth and capital appreciation. 7 Target Strategic Net Leased Properties: We target properties that offer unique strategic advantages to a tenant or an industry and can therefore be acquired at attractive yields relative to the underlying risk.
Target Strategic Net Leased Properties: We target properties that offer unique strategic advantages to a tenant or an industry and can therefore be acquired at attractive yields relative to the underlying risk.
We seek to identify properties in submarkets with high barriers to entry for development and where valuation is frequently influenced by local real estate market conditions and tenant needs Focus on Real Estate Fundamentals: We have observed that the market for properties with bond type net leased structures, lease terms greater than ten years, and limited rent escalators upon renewal are exposed to many of the same operational and market risks as other net leased properties while providing lower returns due to competition.
The following are the principal components of our long-term strategy: Focus on Real Estate Fundamentals: We have observed that the market for properties with bond-type net-leased structures, lease terms greater than ten years, and limited rent escalators upon renewal are exposed to many of the same operational and market risks as other net-leased properties while providing lower returns due to competition.
Acquisition Pipeline We are continually engaging in internal research as well as informal discussions with various parties regarding our potential interest in potential acquisitions that fall within our target market.
(4) Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057. Acquisition Pipeline We are continually engaging in internal research as well as informal discussions with various parties regarding our potential interest in potential acquisitions that fall within our target market.
BB N 2.7 1 x 5 Yes $ 788,091 $ 22.62 Retail Tampa, FL 3,500 Sherwin Williams Company BBB Y 3.6 5 x 5 Yes $ 126,788 $ 36.23 Office Manteo, NC 7,543 General Services Administration-FBI AA+ Y 4.1 1 x 5 Yes $ 100,682 $ 13.35 Office Plant City, FL 7,826 Irby Construction BBB- Y - 2 x 5 Yes $ 176,674 $ 22.58 Retail Grand Junction, CO 30,701 Best Buy Co., Inc.
BB N 1.7 1 x 5 Yes 823,909 23.64 Retail Tampa, FL 3,500 Sherwin Williams Company BBB Y 2.6 5 x 5 Yes 126,788 36.23 Office Manteo, NC 7,543 General Services Administration-FBI AA+ Y 3.1 1 x 5 Yes 100,682 13.35 Retail Rockford, IL 15,288 La-Z-Boy Inc.
Not Rated Not Rated 1.9 1 x 5 Yes $ 864,583 $ 26.11 Office Vacaville, CA 11,014 General Services Administration AA+ Y 1.6 N/A No $ 257,050 $ 23.34 Retail Santa Maria, CA 14,490 Walgreens (5) BB- Y 7.3 N/A No $ 369,000 $ 25.47 Retail Rockford, IL 15,288 La-Z-Boy Inc.
BBB Y 4.6 2 x 5 Yes 109,060 10.00 Office Vacaville, CA 11,014 General Services Administration AA+ Y 0.6 N/A No 257,050 23.34 Retail Santa Maria, CA 14,490 Walgreens (4) Not Rated N 6.3 N/A No 369,000 25.47 Retail Ames, IA 30,259 Best Buy Co., Inc.
(2) Annualized cash base rental income in place as of December 31, 2024. Our leases do not include tenant concessions or abatements. (3) Prior tenant terminated the lease and vacated on January 31, 2024, space was relet to a new tenant in August 2024. 10 (4) Includes rent escalations available from lease renewal options.
(2) Annualized cash base rental income in place as of December 31, 2025. 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, and 7-Eleven in Washington, DC, which had 2 months free rent in Q4 2025. (3) Includes rent escalations available from lease renewal options.
BBB+ Y 2.2 1 x 5 Yes $ 353,061 $ 11.50 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc.
Not Rated Not Rated 1.8 4 x 5 Yes 366,600 23.98 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc.
(5) On August 29, 2024, the Company acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy. Business Objectives and Investment Strategy We intend to continue to acquire and manage a diversified portfolio of high-quality net leased properties that generates predictable cash flows and capital appreciation over market cycles.
Business Objectives and Investment Strategy Our long-term objective is to continue to acquire and manage a diversified portfolio of high-quality net leased properties that generates predictable cash flows and capital appreciation over market cycles. Our properties are generally net leased to a single tenant.
Removed
The following chart shows the structure of the Company as of December 31, 2024: 6 (1) Until August 8, 2023 The Brown Family owned redeemable liability company interests in GIPNC 199 N Etheridge Road LLC. The Company has since purchased the Brown Family's interest and as of the reporting date owns 100% of the entity.
Added
The following chart shows the structure of the Company as of December 31, 2025: 8 (1) On August 29, 2024, the Company acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy.
Removed
(2) Until August 8, 2023 Richard Hornstrom and Stephen Brown owned redeemable limited liability company member interests in GIPFL 702 Tillman Place LLC. The Company has purchased each of Mr. Hornstrom and Mr. Brown’s interests, in full, and as of the reporting date, owns 100% of the entity.
Added
(2) In February 2025, the Company completed the acquisition of the LMB portfolio, further expanding its footprint of tenant-critical real estate assets. This transaction reflects the Company’s continued focus on sourcing under-managed properties with embedded upside and structuring acquisitions in a capital-efficient manner. The LMB acquisition enhances portfolio diversification while supporting long-term cash flow growth and asset management opportunities.
Removed
(3) Until September 7, 2023 Richard Hornstrom owned a redeemable limited liability company interest in GIPIL 525 S Perryville Rd, LLC. The Company has since purchased Mr. Hornstrom’s interest and as of the reporting date owns 100% of the entity.
Added
We seek to identify properties in submarkets with high barriers to entry for development and where valuation is frequently influenced by local real estate market conditions and tenant needs.
Removed
(4) On August 10, 2023 the company acquired a 13 property portfolio, now GIP13, LLC, from Modiv Inc. for a purchase price of $42 million. The acquired portfolio consists of eleven (11) retail and two (2) office properties.
Added
Notwithstanding our long-term strategy to grow our assets through additional property acquisitions, our strategy over the next twelve months will be focused on improving our balance sheet and increasing our stockholder equity and liquidity through by methodically and opportunistically marketing and selling a select group of up to 18 of our income-producing properties.
Removed
(6) N/A N/A 9.3 2 x 5 Yes $ 274,380 $ 12.33 Office Norfolk, VA 34,847 PRA Holdings, Inc.
Added
The goal of this near-term strategy is to enable us to obtain proceeds that, together with proceeds from anticipated equity capital-raising transactions, will enable us to substantially reduce our preferred stock obligations and certain commercial debt and better position us for growth capital and less-expensive debt financing.
Removed
BBB Y 5.6 2 x 5 Yes $ 103,607 $ 9.50 Office Maitland, FL 33,118 exp U.S. Services Inc.
Added
We have already initiated this process and have begun marketing these 18 properties through a broker with significant experience in selling single-tenant commercial net lease properties, and these sales (if made) will be in addition to the 5 property sales that we made in 2025.
Removed
Not Rated Not Rated 2.8 4 x 5 Yes $ 366,600 $ 23.98 Retail Ames, IA 30,259 Best Buy Co., Inc. BBB+ Y 5.2 2 x 5 Yes $ 405,471 $ 13.40 Tenants - All Properties 570,086 $ 8,595,903 $ 15.08 (1) Tenant, or tenant parent, rated entity.
Added
We believe that if we are able to successfully execute on this near-term sale strategy, our balance sheet and Company will be better positioned to seek growth capital and less-expensive debt financing that will provide a foundation for resuming the growth of our asset base.
Removed
(5) Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057. (6) Two tenants occupy this single property.
Added
BBB+ Y 4.2 2 x 5 Yes 452,372 14.95 Retail Sanford, FL 4,108 Zaxby's Not Rated Not Rated 13.9 4 x 5 Yes 243,800 59.35 Retail Cleveland, TN 10,640 Dollar General BBB Y 10.3 5 x 5 Yes 119,727 11.25 Retail Kernersville, NC 19,097 Tractor Supply BBB Y 9.6 4 x 5 Yes 318,150 16.66 Tenants - All Properties 470,995 $ 7,624,001 $ 16.19 (1) Tenant, or tenant parent, rated entity.
Removed
These laws typically impose cleanup responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

91 edited+21 added−16 removed315 unchanged
Biggest changeSuch an event also could cause a decrease or cessation of current rental payments, reducing our operating cash flows and the amount available for distributions to you. In the event a current or future tenant or lease guarantor declares bankruptcy, the tenant or its director may not assume our lease or its guaranty.
Biggest changeThe bankruptcy of a current or future tenant or lease guarantor could delay our efforts to collect past due balances under the relevant lease, and could ultimately preclude full collection of these sums. Such an event also could cause a decrease or cessation of current rental payments, reducing our operating cash flows and the amount available for distributions to you.
Under the GIP SPE Operating Agreement, the following actions, among others, require the approval of LC2: • the adoption and approval of annual operating budgets for the operations and improvements of the Properties; acquiring additional real property or any interest therein; • selling, leasing, assigning, pledging, conveying, exchanging, encumbering or otherwise disposing of all or a material portion of the assets of GIP SPE or any of its Properties, subject to certain exceptions; • amending or waiving any provision of, or otherwise modifying the GIP SPE Operating Agreement; • amending, extending or materially modifying any existing lease relating to any of the Properties or entering into any new lease with respect to any of the Properties; • admitting, including by assignment of economic rights or permitting encumbrances of membership interests in GIP SPE, any member other than by means of a transfer permitted by the GIP SPE Operating Agreement; • merging or consolidating GIP SPE with or into another entity, reorganizing GIP SPE, or making a binding commitment to do any of the foregoing; • making an assignment for the benefit of creditors, filing a petition in bankruptcy, petitioning or applying to any tribunal for the appointment of a custodian, receiver or any trustee for GIP SPE, or a substantial part of any of its properties or assets, or commencing any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; • voluntarily dissolving or liquidating GIP SPE; • causing GIP SPE to loan any of its funds; 14 • except as specifically provided in the agreement, engaging in any Capital Transaction (as defined in the GIP SPE Operating Agreement), financing or any Approved Loan (as defined in the GIP SPE Operating Agreement), or executing or otherwise entering into any loan, guaranty, indemnity or similar agreement by GIP SPE or modifying in any material nature, extending, renewing, changing or prepaying in whole or in part any borrowing, financing, refinancing, indemnity or similar agreement, or making any commitments to borrow funds; • causing GIP SPE to make, revoke or modify any tax election; and • making any change to GIP SPE’s accounting practices or policies that could be material to either GIP SPE or its members.
Under the GIP SPE Operating Agreement, the following actions, among others, require the approval of LC2: • the adoption and approval of annual operating budgets for the operations and improvements of the Properties; acquiring additional real property or any interest therein; • selling, leasing, assigning, pledging, conveying, exchanging, encumbering or otherwise disposing of all or a material portion of the assets of GIP SPE or any of its Properties, subject to certain exceptions; 17 • amending or waiving any provision of, or otherwise modifying the GIP SPE Operating Agreement; • amending, extending or materially modifying any existing lease relating to any of the Properties or entering into any new lease with respect to any of the Properties; • admitting, including by assignment of economic rights or permitting encumbrances of membership interests in GIP SPE, any member other than by means of a transfer permitted by the GIP SPE Operating Agreement; • merging or consolidating GIP SPE with or into another entity, reorganizing GIP SPE, or making a binding commitment to do any of the foregoing; • making an assignment for the benefit of creditors, filing a petition in bankruptcy, petitioning or applying to any tribunal for the appointment of a custodian, receiver or any trustee for GIP SPE, or a substantial part of any of its properties or assets, or commencing any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; • voluntarily dissolving or liquidating GIP SPE; • causing GIP SPE to loan any of its funds; • except as specifically provided in the agreement, engaging in any Capital Transaction (as defined in the GIP SPE Operating Agreement), financing or any Approved Loan (as defined in the GIP SPE Operating Agreement), or executing or otherwise entering into any loan, guaranty, indemnity or similar agreement by GIP SPE or modifying in any material nature, extending, renewing, changing or prepaying in whole or in part any borrowing, financing, refinancing, indemnity or similar agreement, or making any commitments to borrow funds; • causing GIP SPE to make, revoke or modify any tax election; and • making any change to GIP SPE’s accounting practices or policies that could be material to either GIP SPE or its members.
Upon such a disposition, subject to certain exceptions (such as a tax-deferred Section 1031 like-kind exchange), we are required to indemnify Greenwal and Riverside Crossing LLCs. and their indirect owners for their federal, state and local income tax liabilities attributable to the built-in gain that existed with respect to such contributed property as of the contribution date, plus in certain instances, an additional amount so that after the counterparty (or certain other parties) has paid any federal, state and local income taxes on the tax indemnity payments received, including any additional 29 amounts, it has received an amount equal to the additional federal, state and local income taxes incurred.
Upon such a disposition, subject to certain exceptions (such as a tax-deferred Section 1031 like-kind exchange), we are required to indemnify Greenwal and Riverside Crossing LLCs. and their indirect owners for their federal, state and local income tax liabilities attributable to the built-in gain that existed with respect to such contributed property as of the contribution date, plus in certain instances, an additional amount so that after the counterparty (or certain other parties) has paid any federal, state and local income taxes on the tax indemnity payments received, including any additional amounts, it has received an amount equal to the additional federal, state and local income taxes incurred.
Our operating results may be affected by the following market and economic challenges, which may result from a continued or exacerbated general economic slowdown experienced by the nation as a whole or by the local economics where our properties are located: 20 • poor economic conditions may result in tenant defaults under leases; • re-leasing may require concessions or reduced rental rates under the new leases; and • increased insurance premiums may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults.
Our operating results may be affected by the following market and economic challenges, which may result from a continued or exacerbated general economic slowdown experienced by the nation as a whole or by the local economics where our properties are located: • poor economic conditions may result in tenant defaults under leases; • re-leasing may require concessions or reduced rental rates under the new leases; and • increased insurance premiums may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults.
Furthermore, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments. Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions.
Furthermore, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments. Our costs associated with complying with the Americans with Disabilities Act may affect cash available for future distributions.
In addition, hedging instruments involve risk since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. Consequently, in many cases, there are no requirements with 26 respect to record keeping, financial responsibility or segregation of customer funds and positions.
In addition, hedging instruments involve risk since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. Consequently, in many cases, there are no requirements with respect to record keeping, financial responsibility or segregation of customer funds and positions.
As a result of this election, our financial statements may not be comparable to those of companies that comply 31 with public company effective dates for such new or revised accounting standards. Further, we cannot predict if investors will find our common stock less attractive because we will rely on these exemptions.
As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates for such new or revised accounting standards. Further, we cannot predict if investors will find our common stock less attractive because we will rely on these exemptions.
The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims would materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to you. Inflation and changes in interest rates may materially and adversely affect us and our tenants.
The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims would materially adversely affect our business, assets or results of operations and, consequently, amounts available for future distribution to you. Inflation and changes in interest rates may materially and adversely affect us and our tenants.
Also, our government tenants’ desire to reconfigure leased 17 office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Compared to our historical experience with government tenants, the government tenants’ leasing decisions and strategies may be less predictable.
Also, our government tenants’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Compared to our historical experience with government tenants, the government tenants’ leasing decisions and strategies may be less predictable.
Thus, the purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from that property. 19 Our real estate investments may include special use single-tenant properties that may be difficult to sell or re-lease upon lease terminations.
Thus, the purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from that property. Our real estate investments may include special use single-tenant properties that may be difficult to sell or re-lease upon lease terminations.
Although our tenants did not requested rent concessions or seek to renegotiate future rents based on changes to the economic environment during the COVID-19 pandemic, should federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.
Although our tenants did not requested rent concessions or seek to renegotiate future rents based on changes to the economic environment during the COVID-19 pandemic, should federal, state, and local governments mandate or 20 recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.
A lack of demand for rental space could adversely affect our ability to gain new tenants, which may affect our growth and profitability. Accordingly, the adverse economic conditions could materially and adversely affect us. We may be adversely affected by unfavorable economic changes in the specific geographic areas where our investments are concentrated.
A lack of demand for rental space could adversely affect our ability to gain new tenants, which may affect our growth and profitability. Accordingly, the adverse economic conditions could materially and adversely affect us. 25 We may be adversely affected by unfavorable economic changes in the specific geographic areas where our investments are concentrated.
This competition may lead to an increase in the investment prices or otherwise less favorable investment terms. If this situation occurs with a particular investment, our return on that investment is likely to be less than the return it could have achieved if it had invested at a time of less investor competition for the investment.
This competition may lead to an increase in the investment prices or otherwise less favorable investment terms. If this situation occurs with a particular investment, our 18 return on that investment is likely to be less than the return it could have achieved if it had invested at a time of less investor competition for the investment.
Mold contamination has been linked to a number of health problems, resulting in recent litigation by tenants seeking various remedies, including damages and ability to terminate their leases. Originally occurring in residential property, mold claims have recently begun to appear in commercial properties as well.
Mold contamination has been linked to a number of health problems, resulting in recent litigation by tenants seeking various remedies, including damages and ability to terminate their leases. 26 Originally occurring in residential property, mold claims have recently begun to appear in commercial properties as well.
Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for any distributions. All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety.
Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for any future distributions. All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety.
Lock-out provisions could impair our ability to take other actions during the lock-out period that could be in the best interests of our stockholders and, therefore, may have an adverse impact on the value of the shares, relative to the value that would result if the lock-out provisions did not exist.
Lock-out provisions could impair our ability to take other actions during the lock-out period that could be in the best interests of our stockholders and, therefore, may have an adverse impact on the value of the shares, relative to the value that would result 24 if the lock-out provisions did not exist.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and 15 its subsidiaries will be able to satisfy your claims as stockholders only after all our and our Operating Partnership's and its subsidiaries' liabilities and obligations have been paid in full.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be able to satisfy your claims as stockholders only after all our and our Operating Partnership's and its subsidiaries' liabilities and obligations have been paid in full.
Moreover, the SEC or its staff may issue interpretations with respect to various types of assets that are contrary to our views and current SEC staff interpretations are subject to change, which increases the risk of non-compliance and the risk that we may be forced to make adverse changes to our portfolio.
Moreover, the SEC or its staff may issue interpretations with respect to various types of assets that are contrary to our views and current SEC staff interpretations are subject to change, which increases the risk of non-compliance and the risk that we may be forced to make 29 adverse changes to our portfolio.
Moreover, if any of our initial properties acquired before we qualified as a REIT were to be sold within five years after electing REIT status, the disposition could give rise to gain that would be subject to corporate income tax.
Moreover, if any of our initial 33 properties acquired before we qualified as a REIT were to be sold within five years after electing REIT status, the disposition could give rise to gain that would be subject to corporate income tax.
Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial.
Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the 27 costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial.
Litigation of this type could result 30 in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.
Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.
Although our Board has fiduciary duties to our stockholders and intends only to change our investment objectives when our Board determines that a change is in the best interests of our 13 stockholders, a change in our investment objectives could reduce our payment of cash distributions to our stockholders or cause a decline in the value of our investments.
Although our Board has fiduciary duties to our stockholders and intends only to change our investment objectives when our Board determines that a change is in the best interests of our stockholders, a change in our investment objectives could reduce our payment of cash distributions to our stockholders or cause a decline in the value of our investments.
The 16 partnership agreement of our Operating Partnership provides that, for so long as we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners will be resolved in favor of our stockholders.
The partnership agreement of our Operating Partnership provides that, for so long as we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners will be resolved in favor of our stockholders.
In addition, no assurance can be given that the terms of such future loans to refinance the short-term loans would be favorable to us. We may use leverage to make investments. Our management, in its sole discretion, may leverage our assets.
In addition, no assurance can be given that the terms of such future loans to refinance the short-term loans would be favorable to us. 32 We may use leverage to make investments. Our management, in its sole discretion, may leverage our assets.
If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the debt becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our income could be reduced. We may be unable to refinance properties.
If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the debt becomes due or of being unable to refinance on favorable terms. If interest rates are 30 higher when we refinance the properties, our income could be reduced. We may be unable to refinance properties.
Current economic conditions are signaling that interest rates are likely to continue to rise throughout 2025 and potentially beyond in response to an inflationary environment. If there is a continued increase in interest rates, any debt servicing on investments could be significantly higher than currently anticipated, which would reduce the amount of cash available for distribution to the stockholders.
Current economic conditions are signaling that interest rates are likely to continue to rise throughout 2026 and potentially beyond in response to an inflationary environment. If there is a continued increase in interest rates, any debt servicing on investments could be significantly higher than currently anticipated, which would reduce the amount of cash available for distribution to the stockholders.
As of December 31, 2024, approximately 94,000 of our occupied square feet leased to the GSA were within periods during which the tenant has the right to terminate their space without a termination fee, or “non-firm terms.” The GSA recently announced a suspension of the execution of substantially all GSA funded obligations, including new leases and lease amendments.
As of December 31, 2025, approximately 94,000 of our occupied square feet leased to the GSA were within periods during which the tenant has the right to terminate their space without a termination fee, or “non-firm terms.” The GSA recently announced a suspension of the execution of substantially all GSA funded obligations, including new leases and lease amendments.
Further, to the extent distributions exceed our earnings and profits, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder will be required to recognize capital gain.
Further, to the extent future distributions exceed our earnings and profits, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder will be required to recognize capital gain.
Thereafter, any business combination with the interested stockholder or an affiliate of the interested stockholder must be recommended by our Board and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our 32 outstanding voting stock, and two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
Thereafter, any business combination 39 with the interested stockholder or an affiliate of the interested stockholder must be recommended by our Board and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding voting stock, and two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
If we pay higher prices for properties and other investments, our profitability may be reduced and you may experience a lower return on your investment. 22 Our properties may face competition that could reduce the amount of rent paid to us, which would reduce the cash available for distributions and the amount of distributions.
If we pay higher prices for properties and other investments, our profitability may be reduced and you may experience a lower return on your investment. Our properties may face competition that could reduce the amount of rent paid to us, which would reduce the cash available for future distributions and the amount of distributions.
See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-- Recent Developments .” GIP SPE is a subsidiary of our Operating Partnership, which holds, directly and indirectly, 21 of our properties, including the properties comprising our portfolio acquisition from Modiv Industrial and eight of our other properties (collectively, the “Properties”).
See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-- Recent Developments .” GIP SPE is a subsidiary of our Operating Partnership, which holds, directly and indirectly, 18 of our properties, including the properties comprising our portfolio acquisition from Modiv Industrial and eight of our other properties (collectively, the “Properties”).
We are presently a comparatively small company with only twenty-seven properties, resulting in a portfolio that lacks geographic and tenant diversity. While we intend to endeavor to grow and diversify our portfolio through additional property acquisitions, we may never reach a significant size to achieve true portfolio diversity.
We are presently a comparatively small company with only twenty-five properties, resulting in a portfolio that lacks geographic and tenant diversity. While we intend to endeavor to grow and diversify our portfolio through additional property acquisitions, we may never reach a significant size to achieve true portfolio diversity.
If we cannot, our funds used for Disabilities Act compliance will reduce the cash available for distributions and the amount of distributions to you. We may not be able to re-lease or renew leases at our properties on terms favorable to us or at all.
If we cannot, our funds used for Disabilities Act compliance will reduce the cash available for future distributions and the amount of potential distributions to you. We may not be able to re-lease or renew leases at our properties on terms favorable to us or at all.
(1 property), Florida (6 properties), Georgia (1 property), Illinois (2 properties), Iowa (1 property), Maine (2 properties), North Carolina (2 property), Ohio (3 properties), Pennsylvania (1 property), Tennessee (1 property), Texas (2 properties) and Virginia (2 properties).
(1 property), Florida (3 properties), Georgia (1 property), Illinois (2 properties), Iowa (1 property), Maine (2 properties), North Carolina (2 property), Ohio (3 properties), Pennsylvania (1 property), Tennessee (1 property), Texas (2 properties) and Virginia (2 properties).
Because we only own twenty-seven properties, the loss of any one tenant (or financial difficulties experienced by one of our tenants) could have a material adverse impact on our business and operations.
Because we only own twenty-five properties, the loss of any one tenant (or financial difficulties experienced by one of our tenants) could have a material adverse impact on our business and operations.
For example, one tenant in one of our Norfolk, Virginia properties and another tenant in our Alabama property did not renew their leases that terminated on January 31, 2023 and January 31, 2024, respectively. In May 2024 and August 2024, respectively, the Company relet both vacant spaces to tenants.
For example, one tenant in one of our Norfolk, Virginia properties and another tenant in our Alabama property did not renew their leases that terminated on January 31, 2023 and January 31, 2024, respectively. In May 2024 and August 2024, respectively, the Company re-let both vacant spaces to tenants.
Any material expenditures, fines, or damages we must pay will reduce our ability to make distributions and may reduce the value of your investment.
Any material expenditures, fines, or damages we must pay will reduce our ability to make distributions in the future and may reduce the value of your investment.
This could result in decreased cash flow from tenants and may require us to make capital improvements to properties that we would not have otherwise made, thus affecting cash available for distributions, and the amount available for distributions to you.
This could result in decreased cash flow from tenants and may require us to make capital improvements to properties that we would not have otherwise made, thus affecting cash available for distributions in the future.
We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Our inability to sell a property when we desire to do so may cause us to reduce our selling price for the property, and could adversely impact our ability to pay distributions to you.
We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Our inability to sell a property when we desire to do so may cause us to reduce our selling price for the property, and could adversely impact our ability to resume or pay distributions to you in the future.
If the U.S. economy were to continue to experience adverse economic conditions as a result of the coronavirus or otherwise, such as high unemployment levels, such conditions may have an impact on the results of operations and financial conditions of our tenants.
If the U.S. economy were to continue to experience adverse economic conditions, such as high unemployment levels, such conditions may have an impact on the results of operations and financial conditions of our tenants.
It is uncertain whether such insurance policies will be available, or available at reasonable cost, which could inhibit our ability to finance or 21 refinance our potential properties. In these instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses.
It is uncertain whether such insurance policies will be available, or available at reasonable cost, which could inhibit our ability to finance or refinance our potential properties. In these instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate, or any, coverage for such losses.
As of December 31, 2024 we maintain that we are not closely held.
As of December 31, 2025 we maintain that we are not closely held.
If we are unable to re-lease or renew leases for all or substantially all of the spaces at these 23 investments, if the rental rates upon such renewal or re-leasing are significantly lower than expected, if our reserves for these purposes prove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or re-leasing process, we will experience a reduction in net income and may be required to reduce or eliminate distributions to our stockholders.
If we are unable to re-lease or renew leases for all or substantially all of the spaces at these investments, if the rental rates upon such renewal or re-leasing are significantly lower than expected, if our reserves for these purposes prove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or re-leasing process, we will experience a reduction in net income and may be required to reduce or eliminate distributions to our stockholders. 28 Lease defaults, terminations or landlord-tenant disputes may adversely reduce our income from our property portfolio.
In addition, because we intend to focus on single-tenant properties, we may never have a diverse group of tenants renting our properties, which will hinder our ability to achieve overall diversity in our portfolio. As of March 19, 2025, 40% of our total base rent is derived from our office properties and 60% from retail/medical-retail properties.
In addition, because we intend to focus on single-tenant properties, we may never have a diverse group of tenants renting our properties, which will hinder our ability to achieve overall diversity in our portfolio. As of March 27, 2026, 29% of our total base rent is derived from our office properties and 71% from retail/medical-retail properties.
We own twenty-four of our properties through preferred equity partnerships, which may lead to disagreements with our partners and adversely affect our interest in the partnerships. As of March 19, 2025, we own twenty-four properties through preferred equity partnerships and we may enter into more in the future.
We own twenty-five of our properties through preferred equity partnerships, which may lead to disagreements with our partners and adversely affect our interest in the partnerships. As of March 31, 2026, we own twenty-five properties through preferred equity partnerships and we may enter into more in the future.
In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.
In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. 34 Further, amounts distributed will not be available to fund investment activities.
If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both. Our inability to sell a property when we desire to do so could adversely impact our ability to pay cash distributions to you.
If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both. Our inability to sell a property when we desire to do so could adversely impact our liquidity and adversely affect our ability to resume the payment of cash distributions to you.
We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million, (ii) the end of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act.
We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million, (ii) the end of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. 38 The limits on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that could otherwise benefit our stockholders.
We may not have adequate, or any, coverage for such losses. Real estate related taxes may increase and if these increases are not passed on to tenants, our income will be reduced. Some local real property tax assessors may seek to reassess some of our properties as a result of our acquisition of the property.
Real estate related taxes may increase and if these increases are not passed on to tenants, our income will be reduced. Some local real property tax assessors may seek to reassess some of our properties as a result of our acquisition of the property.
These covenants, as well as any future covenants we may enter into through further loan agreements, could limit our operational flexibility and/or could inhibit our financial flexibility in the future and prevent distributions to stockholders.
These covenants, as well as any future covenants we may enter into through further loan agreements, could limit our operational flexibility and/or could inhibit our financial flexibility in the future and prevent distributions to stockholders. As of December 31, 2025, we were in compliance with all covenants.
You should also note that our counsel’s tax opinion assumes that no legislation will be enacted after the date of this Form 10-K that will be applicable to an investment in our shares, and that future legislation may affect this tax opinion. Foreign purchasers of our common stock may be subject to FIRPTA tax upon the sale of their shares.
You should also note that our 35 counsel’s tax opinion assumes that no legislation will be enacted after the date of this Form 10-K that will be applicable to an investment in our shares, and that future legislation may affect this tax opinion.
We own thirty properties as of the report date. As of March 19, 2025, we own thirty properties. We will need to raise funds to acquire additional properties to lease in order to grow and generate additional revenue.
We own twenty-five properties as of the report date. As of March 31, 2026, we own twenty-five properties. We will need to raise funds to acquire additional properties to lease in order to grow and generate additional revenue.
To the extent we fund distributions from sources other than cash flow from operations, such distributions may constitute a return of capital and we will have fewer funds available for the acquisition of properties and your overall return may be reduced.
We have suspended the payment of dividends as of July 2024, and if we resume dividend payments, then to the extent we fund distributions from sources other than cash flow from operations, such distributions may constitute a return of capital and we will have fewer funds available for the acquisition of properties and your overall return may be reduced.
In connection with such properties, there are significant covenants, conditions and restrictions (“CC&Rs”) restricting the operation of such properties and any improvements on such properties, and related to granting easements on such properties. Moreover, the operation and management of the contiguous properties may impact such properties.
In connection with such properties, there are CC&Rs restricting the operation of such properties and any improvements on such properties, and related to granting easements on such properties. Moreover, the operation and management of the contiguous properties may impact such properties.
If this were to occur, it could adversely affect our results of operations. Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make distributions to our stockholders.
Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make future distributions to our stockholders.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates is 20% (exclusive of the application of the 3.8% net investment tax).
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates is 20% (exclusive of the application of the 3.8% net investment tax).
In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business. 24 Risks Associated with Debt Financing We have used and may continue to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which increases our expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.
Risks Associated with Debt Financing We have used and may continue to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which increases our expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.
As of December 31, 2024, we had total cash (unrestricted and restricted) of $647,439, properties with a cost basis of $102,310,974 and outstanding debt of $59,443,250. There is no limit on the amount we may invest in any single property or other asset or on the amount we can borrow to purchase any individual property or other investment.
As of December 31, 2025, we had total cash (unrestricted and restricted) of $6,198,816, properties with a cost basis of $97,011,131 and outstanding debt of $49,711,594. There is no limit on the amount we may invest in any single property or other asset or on the amount we can borrow to purchase any individual property or other investment.
Services Inc., Kohl's Corporation who collectively contributed approximately 64% of our portfolio’s annualized base rent. Any of our current or future tenants, or any guarantor of one of our current or future tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the bankruptcy laws of the United States.
Any of our current or future tenants, or any guarantor of one of our current or future tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the bankruptcy laws of the United States.
If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of recharacterization.
If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.
We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.
Either of these outcomes could adversely affect our cash flow and the amount available for distributions to you. 23 We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.
Your investment return may be reduced if we are required to register as an investment company under the U.S. Investment Company Act of 1940 (and similar legislation in other jurisdictions). Neither we nor any of our subsidiaries intend to register as investment companies under the U.S.
Investment Company Act of 1940 (and similar legislation in other jurisdictions). Neither we nor any of our subsidiaries intend to register as investment companies under the U.S. Investment Company Act of 1940, as amended, and the rules thereunder (and similar legislation in other jurisdictions) (the “Investment Company Act”).
Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.
If we purchase a property with a commercial lease arrangement that terminates, the value of the investment may decline and we may be unable to sell the property for what we paid. 21 Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.
Consequently, in the event that we do not timely find replacement tenants for vacancies, material adverse impacts to our business may result. We have experienced losses in the past, and we will likely experience similar losses in the near future. From inception of the Company through December 31, 2024, we had a cumulative net loss of approximately $19 .7 million.
Consequently, in the event that we do not timely find replacement tenants for vacancies, material adverse impacts to our business may result. 16 We have experienced losses in the past, and we will likely experience similar losses in the near future. For the years ended December 31, 2025 and 2024, we had net losses of $6,389,000 and $4,872,888, respectively.
Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years. As a result, our income and distributions to our stockholders could be lower than they would otherwise be if we did not engage in net leases.
Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years.
Any failure to maintain proper function, security and availability of information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us.
Any failure to maintain proper function, security and availability of information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us. We have paid distributions from offering proceeds to the extent our cash flow from operations or earnings are not sufficient to fund declared distributions.
Even if we maintain our status as a REIT, we may be subject to federal income taxes or state taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax.
For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs.
Increased payments and substantial principal or balloon maturity payments will reduce the funds available for distribution to our stockholders because cash otherwise available for distribution will be required to pay principal and interest associated with these mortgage loans.
Increased payments and substantial principal or balloon maturity payments will reduce the funds available for distribution to our stockholders because cash otherwise available for distribution will be required to pay principal and interest associated with these mortgage loans. 31 We may enter into derivative or hedging contracts that could expose us to contingent liabilities and certain risks and costs in the future.
If we make distributions from sources other than our cash flows from operations or earnings, we will have fewer funds available for the acquisition of properties and your overall return may be reduced. Our organizational documents permit us to make distributions from any source, including the proceeds from an offering of our securities.
If we resume making dividends, rates of distribution to you will not necessarily be indicative of our operating results. If we make distributions from sources other than our cash flows from operations or earnings, we will have fewer funds available for the acquisition of properties and your overall return may be reduced.
As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property. Either of these outcomes could adversely affect our cash flow and the amount available for distributions to you.
As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property.
If a given lease or guaranty is not assumed, our operating cash flows and the amounts available for distributions to you may be adversely affected. The bankruptcy of a major tenant would have a harmful effect on our ability to pay distributions to you.
In the event a current or future tenant or lease guarantor declares bankruptcy, the tenant or its director may not assume our lease 22 or its guaranty. If a given lease or guaranty is not assumed, our operating cash flows and the amounts available for distributions to you may be adversely affected.
If we fail to obtain debt or equity capital in the future, it could limit our ability to grow, which could have a material adverse effect on the value of our common stock. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
We expect to fund our investments by raising equity capital and through borrowings from financial institutions and the debt capital markets. If we fail to obtain debt or equity capital in the future, it could limit our ability to grow, which could have a material adverse effect on the value of our common stock.
We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain capital gains we earn from the sale or other disposition of our property and pay income tax directly on such gain.
We may also decide to retain capital gains we earn from the sale or other disposition of our property and pay income tax directly on such gain. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly.
We continue to have significant debt obligations and our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”. 27 As a result of our recurring losses, our projected cash needs, and our current liquidity, substantial doubt exists about the Company’s ability to continue as a going concern one year after the date that these financial statements are issued.
We continue to have significant debt obligations and our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year. 28 In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to you.
In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to you. Even if we maintain our status as a REIT, we may be subject to federal income taxes or state taxes.
Lenders may be able to recover against our other properties under our mortgage loans. In financing our acquisitions, we will seek to obtain secured nonrecourse loans.
In such event, we may be required to sell our properties on an all-cash basis, which may make it more difficult to sell the property or reduce the selling price. Lenders may be able to recover against our other properties under our mortgage loans. In financing our acquisitions, we will seek to obtain secured nonrecourse loans.
Lease defaults, terminations or landlord-tenant disputes may adversely reduce our income from our property portfolio. Lease defaults or terminations by one or more of our significant tenants may reduce our revenues unless a default is cured or a suitable replacement tenant is found promptly.
Lease defaults or terminations by one or more of our significant tenants may reduce our revenues unless a default is cured or a suitable replacement tenant is found promptly. In addition, disputes may arise between us and a tenant that result in the tenant withholding rent payments, possibly for an extended period.
We rely on information technology networks and systems in conducting our business, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
Sobelman’s interests with respect to the debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest. 19 We rely on information technology networks and systems in conducting our business, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
We may experience concentration in one or more tenants if the future leases we have with those tenants represent a significant percentage of our operations. As of March 19, 2025, we have five tenants, that each account for more than 10% of our annualized rent: the General Service Administration, Dollar General, the City of San Antonio, exp U. S.
We may experience concentration in one or more tenants if the future leases we have with those tenants represent a significant percentage of our operations.
In other circumstances, a tenant may have a contractual right to abate or suspend rent payments. Even without such right, a tenant might determine to do so. Any of these situations may result in extended periods during which there is a significant decline in revenues or no revenues generated by the property.
These disputes may lead to litigation or other legal procedures to secure payment of the rent withheld or to evict the tenant. In other circumstances, a tenant may have a contractual right to abate or suspend rent payments. Even without such right, a tenant might determine to do so.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe and our MSP identify, assess and manage material cybersecurity threats and risks to our Information Systems and Sensitive Data through the following, among others: • a multidisciplinary team, including a dedicated technology committee (the “ Technology Committee ”) comprising members from senior management, asset management and accounting and legal functions , in conjunction with our MSP and other third-party service vendors, to identify, assess and manage cybersecurity threats and risks; • various internal processes and procedures to monitor and evaluate threat environment and our risk profile using methods such as manual and automated tools, subscribing to reports and services that identify and analyze cybersecurity threats , conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and conducting threat and vulnerability assessments; • various technical, physical and organizational processes and policies to manage and mitigate material cybersecurity risks, such as risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, vendor risk management program, employee training and penetration testing; and • working with third-party vendors from time to time that assist us to identify, assess and manage cybersecurity risks, such as professional services firms and penetration testing firms. • The Governance Committee is responsible for cybersecurity oversight, we bring any threat to the committee as needed and they review our cybersecurity insurance, incidences, if any, and responses, if any, on an annual or as needed basis. • The Director of Operations, has provided oversight of technology efforts for the Company since 2021, and is responsible for notifying the Governance Committee upon receiving cybersecurity incidences immediately, via email.
Biggest changeWe and our MSP identify, assess and manage material cybersecurity threats and risks to our Information Systems and Sensitive Data through the following, among others: • a multidisciplinary team, including a dedicated technology committee (the “Technology Committee”) comprising members from senior management, asset management and accounting and legal functions, in conjunction with our MSP and other third-party service vendors, to identify, assess and manage cybersecurity threats and risks; • various internal processes and procedures to monitor and evaluate threat environment and our risk profile using methods such as manual and automated tools, subscribing to reports and services that identify and analyze cybersecurity threats, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and conducting threat and vulnerability assessments; • various technical, physical and organizational processes and policies to manage and mitigate material cybersecurity risks, such as risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, vendor risk management program, employee training and penetration testing; and • working with third-party vendors from time to time that assist us to identify, assess and manage cybersecurity risks, such as professional services firms and penetration testing firms. • The Governance Committee is responsible for cybersecurity oversight, we bring any threat to the committee as needed and they review our cybersecurity insurance, incidences, if any, and responses, if any, on an annual or as needed basis. • The Director of Operations , has provided oversight of technology efforts for the Company since 2021 , and is responsible for notifying the Governance Committee upon receiving cybersecurity incidences immediately, via email. 40
ITEM 1C. CYBERSECURITY Risk Management Approach and Strategy Our corporate information technology, accounting and financial reporting platforms, and related systems (our “Information Systems”) are necessary for our business. We use these systems, among others, to manage key aspects of our business, including relationships with our tenants and vendors, accounting, acquisitions, internal and external communications and property and asset management.
ITEM 1C. CYBERSECURITY Risk Management Approach and Strategy Our corporate information technology, accounting and financial reporting platforms, and related systems (our “Information Systems”) are necessary for our business. We use these systems, among others, to manage key aspects of our busin ess, including relationships with our tenants and vendors, accounting, acquisitions, internal and external communications and property and asset management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeState # of Properties Square Feet % of Total Square Feet 2024 Annual Base Rent % of Total Annual Base Rent Illinois 2 26,235 5 % $ 600,080 7 % Ohio 3 27,078 5 % 246,280 3 % Iowa 1 30,259 5 % 405,471 5 % District of Columbia 1 3,000 129,804 2 % Maine 2 18,126 3 % 205,400 2 % Pennsylvania 1 9,100 2 % 85,998 1 % Alabama 1 59,091 10 % 283,501 3 % Florida 5 49,286 9 % 1,517,011 18 % North Carolina 1 7,543 1 % 100,682 1 % Virginia 2 106,996 19 % 1,703,212 20 % Texas 2 59,026 10 % 1,010,041 12 % Georgia 1 10,906 2 % 103,607 1 % Arizona 1 88,408 16 % 864,630 10 % Colorado 1 30,701 5 % 353,061 4 % California 3 44,331 8 % 987,125 11 % 27 570,086 100.0 % $ 8,595,903 100 % Tenants as of December 31, 2024 Tenant # of Leases Square Feet % of Total Square Feet 2024 Annual Base Rent % of Total Annual Base Rent 7-Eleven Corporation 1 3,000 $ 129,804 2 % Best Buy Co., Inc. 2 60,960 11 % 758,533 9 % Fresenius Medical Care Holdings, Inc. 1 10,947 2 % 233,480 3 % General Services Administration of the USA 3 68,459 12 % 998,474 12 % Kohl's Corporation 1 88,408 16 % 864,630 10 % La-Z-Boy Inc. 1 15,288 3 % 366,600 4 % PRA Group, Inc. 1 34,847 6 % 788,090 9 % Quanta Services 1 7,826 1 % 176,674 2 % Sherwin Williams Company 1 3,500 126,788 1 % Starbucks Corporation 2 4,842 348,966 4 % San Antonio Early Childhood Education Municipal Development Corporation 1 50,000 9 % 924,000 11 % Dolgen California, LLC 1 18,827 3 % 361,075 4 % Dolgencorp of Texas, Inc 1 9,026 2 % 86,041 1 % Dolgen Midwest, LLC 4 36,178 6 % 358,719 4 % Dolgencorp, LLC. 1 9,100 2 % 85,998 1 % Dollar Tree Stores, Inc. 1 10,906 2 % 103,607 1 % exp US Services, Inc. 1 33,118 6 % 864,583 10 % DG Retail, LLC 1 9,026 2 % 92,961 1 % Walgreens Co. 1 14,490 3 % 369,000 4 % Armed Services YMCA of the U.S.A. 1 22,247 4 % 274,380 3 % Auburn University 1 59,091 10 % 283,500 3 % 28 570,086 100 % $ 8,595,903 100 % Physical Occupancy Table for Last 2 Years Properties were 99% and 96% occupied as of December 31, 2024 and 2023, respectively. 34 SF Occupied as of December 31, SF Occupied as of December 31, Property Type Location Rentable Square Feet Tenant 2024 2023 Retail Washington, D.C. 3,000 7-Eleven Corporation 3,000 3,000 Retail Tampa, FL 2,200 Starbucks Corporation 2,200 2,200 Industrial Huntsville, AL 59,091 Pratt & Whitney Automation, Inc.
Biggest changeState # of Properties Square Feet % of Total Square Feet 2025 Annual Base Rent % of Total Annual Base Rent Illinois 2 26,235 6% $ 609,512 8% Ohio 3 27,078 6% 246,280 3% Iowa 1 30,259 6% 452,372 6% Maine 2 18,126 4% 205,400 3% Pennsylvania 1 9,100 2% 85,998 1% DC 1 3,000 1% 120,000 2% Florida 3 10,250 2% 518,804 7% North Carolina 2 26,640 6% 418,832 5% Virginia 2 106,996 23% 1,876,220 25% Texas 2 59,026 13% 1,010,041 13% Georgia 1 10,906 2% 109,060 1% Tennessee 1 10,640 2% 119,727 2% Arizona 1 88,408 18% 864,630 11% California 3 44,331 9% 987,125 13% 25 470,995 100.0% $ 7,624,001 100% 41 Tenants as of December 31, 2025 Tenant # of Leases Square Feet % of Total Square Feet 2025 Annual Base Rent % of Total Annual Base Rent 7-Eleven Corporation 1 3,000 1% $ 120,000 2% Best Buy Co., Inc. 1 30,259 6% 452,372 6% Fresenius Medical Care Holdings, Inc. 1 10,947 2% 242,912 3% General Services Administration of the USA 3 68,459 15% 998,474 13% Kohl's Corporation 1 88,408 18% 864,630 11% La-Z-Boy Inc. 1 15,288 3% 366,600 5% PRA Group, Inc. 1 34,847 7% 823,909 11% Sherwin Williams Company 1 3,500 1% 126,788 2% Starbucks Corporation 1 2,642 1% 148,216 2% San Antonio Early Childhood Education Municipal Development Corporation 1 50,000 11% 924,000 12% Dolgen California, LLC 1 18,827 4% 361,075 5% Dolgencorp of Texas, Inc 1 9,026 2% 86,041 1% Dolgen Midwest, LLC 4 36,178 8% 358,719 5% Dolgencorp, LLC. 1 9,100 2% 85,998 1% Dollar Tree Stores, Inc. 1 10,906 2% 109,060 1% DG Retail, LLC 1 9,026 2% 92,960 1% Walgreens Co. 1 14,490 3% 369,000 5% Armed Services YMCA of the U.S.A. 1 22,247 5% 411,570 5% Zaxby's 1 4,108 1% 243,800 3% Dollar General 1 10,640 2% 119,727 2% Tractor Supply 1 19,097 4% 318,150 4% Grand Total 26 470,995 100% 7,624,001 100% Physical Occupancy Table for Last 2 Years Properties were 100% and 99% occupied as of December 31, 2025 and 2024, respectively. 42 SF Occupied as of December 31, SF Occupied as of December 31, Property Type Location Rentable Square Feet Tenant 2025 2024 Retail Washington, DC 3,000 7-Eleven Corporation 3,000 3,000 Office Norfolk, VA 49,902 General Services Administration-Navy (1) 49,902 49,902 Office Norfolk, VA 22,247 Armed Services YMCA of the U.S.A.
ITEM 2. PR OPERTIES The following are characteristics of our properties as of December 31, 2024: • Creditworthy Tenants . Approximately 60% of our portfolio’s annualized rent as of December 31, 2024 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.
ITEM 2. PROPERTIES The following are characteristics of our properties as of December 31, 2025: • Creditworthy Tenants . Approximately 60% of our portfolio’s annualized rent as of December 31, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better.
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2024. • 99% Occupied . Our portfolio is 99% leased and occupied. • Contractual Rent Growth .
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2025. • 100% Occupied . Our portfolio is 100% leased and occupied. • Contractual Rent Growth .
Approximately 93% of the leases in our current portfolio (based on annualized base rent as of December 31, 2024) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. 33 • Average Effective Annual Rental per Square Foot . Average effective annual rental per square foot is $15.08.
Approximately 92% of the leases in our current portfolio (based on annualized base rent as of December 31, 2025) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. • Average Effective Annual Rental per Square Foot . Average effective annual rental per square foot is $16.19.
N/A 59,091 Auburn University (2) 27,000 N/A Office Norfolk, VA 49,902 General Services Administration-Navy (1) 49,902 49,902 Office Norfolk, VA 22,247 VACANT (1) VACANT VACANT Office Norfolk, VA 34,847 PRA Holdings, Inc. 34,847 34,847 Retail Tampa, FL 3,500 Sherwin Williams Company 3,500 3,500 Office Manteo, NC 7,543 General Services Administration-FBI 7,543 7,543 Office Plant City, FL 7,826 Irby Construction 7,826 7,826 Retail Grand Junction, CO 30,701 Best Buy Co., Inc. 30,701 30,701 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc. 10,947 10,947 Retail Tampa, FL 2,642 Starbucks Corporation 2,642 2,642 Retail Tucson, AZ 88,408 Kohl's Corporation 88,408 88,408 Retail San Antonio, TX 50,000 City of San Antonio (PreK) 50,000 50,000 Retail Bakersfield, CA 18,827 Dollar General Market 18,827 18,827 Retail Big Spring, TX 9,026 Dollar General 9,026 9,026 Retail Castalia, OH 9,026 Dollar General 9,026 9,026 Retail East Wilton, ME 9,100 Dollar General 9,100 9,100 Retail Lakeside, OH 9,026 Dollar General 9,026 9,026 Retail Litchfield, ME 9,026 Dollar General 9,026 9,026 Retail Mount Gilead, OH 9,026 Dollar General 9,026 9,026 Retail Thompsontown, PA 9,100 Dollar General 9,100 9,100 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc. 10,906 10,906 Office Maitland, FL 33,118 exp U.S.
(1) 22,247 22,247 Office Norfolk, VA 34,847 PRA Holdings, Inc. 34,847 34,847 Retail Tampa, FL 3,500 Sherwin Williams Company 3,500 3,500 Office Manteo, NC 7,543 General Services Administration-FBI 7,543 7,543 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc. 10,947 10,947 Retail Tampa, FL 2,642 Starbucks Corporation 2,642 2,642 Retail Tucson, AZ 88,408 Kohl's Corporation 88,408 88,408 Retail San Antonio, TX 50,000 City of San Antonio (PreK) 50,000 50,000 Retail Bakersfield, CA 18,827 Dollar General Market 18,827 18,827 Retail Big Spring, TX 9,026 Dollar General 9,026 9,026 Retail Castalia, OH 9,026 Dollar General 9,026 9,026 Retail East Wilton, ME 9,100 Dollar General 9,100 9,100 Retail Lakeside, OH 9,026 Dollar General 9,026 9,026 Retail Litchfield, ME 9,026 Dollar General 9,026 9,026 Retail Mount Gilead, OH 9,026 Dollar General 9,026 9,026 Retail Thompsontown, PA 9,100 Dollar General 9,100 9,100 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc. 10,906 10,906 Office Vacaville, CA 11,014 General Services Administration 11,014 11,014 Retail Santa Maria, CA 14,490 Walgreens 14,490 14,490 Retail Rockford, IL 15,288 La-Z-Boy Inc. 15,288 15,288 Retail Ames, IA 30,259 Best Buy Co., Inc. 30,259 30,259 Retail Sanford, FL 4,108 Zaxby's 4,108 0 Retail Cleveland, TN 10,640 Dollar General 10,640 0 Retail Kernersville, NC 19,097 Tractor Supply 19,097 0 Tenants - All Properties 470,995 470,995 437,150 (1) Two tenants occupy this single property.
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Services Inc. 33,118 33,118 Office Vacaville, CA 11,014 General Services Administration 11,014 11,014 Retail Santa Maria, CA 14,490 Walgreens 14,490 14,490 Retail Rockford, IL 15,288 La-Z-Boy Inc. 15,288 15,288 Retail Ames, IA 30,259 Best Buy Co., Inc. 30,259 N/A Tenants - All Properties 570,086 515,748 517,580 (1) Two tenants occupy this single property.
Removed
(2) In Huntsville, AL, Pratt & Whitney Automation, Inc. vacated in January 2024 and Auburn University commenced tenancy in August 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we may be party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently subject to any lawsuits, claims or other legal proceedings. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 35 PART II.
Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we may be party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently subject to any lawsuits, claims or other legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 43 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeJanuary and February distributions were paid on January 30, 2024, February 29, 2024 and March 29, 2024, respectively. On July 3, 2024, the Company announced that its Board of Directors determined to suspend the Company's regular dividend to common shareholders and unitholders.
Biggest changeJanuary and February distributions were paid on January 30, 2024, February 29, 2024 and March 29, 2024, respectively. On July 3, 2024, the Company announced that its Board of Directors determined to suspend the Company's regular dividend to common shareholders and unitholders, and the Company has not made any distributions following such announcement.
From inception through December 31, 2024, we have distributed $5,031,548 to common stockholders. On January 3, 2024, we announced that our Board of Directors authorized a distribution of $0.039 per share monthly cash distribution for shareholders of record of our common stock as of January 15, 2024, February 15, 2024 and March 15, 2024.
From inception through December 31, 2025, we have distributed $5,031,548 to common stockholders. On January 3, 2024, we announced that our Board of Directors authorized a distribution of $0.039 per share monthly cash distribution for shareholders of record of our common stock as of January 15, 2024, February 15, 2024 and March 15, 2024.
Although we anticipate making monthly distributions to our stockholders, our board of directors has the sole discretion to determine the timing and amount of any distributions to our stockholders. As such, we cannot provide any assurance as to the amount or timing of future distributions.
Our board of directors has the sole discretion to determine the timing and amount of any distributions to our stockholders. As such, we cannot provide any assurance as to the amount or timing of future distributions.
On October 1, 2021, the units mandatorily separated into common stock and warrants and ceased trading. On October 4, 2021, the common stock and warrants included in the units commenced trading on The Nasdaq Capital Market under the symbols “GIPR” and “GIPRW,” respectively. As of March 19, 2025, we had 4,233 shareholders of record.
On October 1, 2021, the units mandatorily separated into common stock and warrants and ceased trading. On October 4, 2021, the common stock and warrants included in the units commenced trading on The Nasdaq Capital Market under the symbols “GIPR” and “GIPRW,” respectively. As of March 31, 2026, we had 4,079 shareholders of record.
Removed
Because we have not yet generated a cumulative profit, distributions have been made from proceeds from prior capital raises. Recent Sales of Unregistered Securities None. ITEM 6. [R ESERVED] 36
Added
The Company does not anticipate resuming distributions in the foreseeable future and does not anticipate that it will be required under the federal income tax rules applicable to REITs to resume making dividends in the foreseeable future. Because we have not yet generated a cumulative profit, distributions have been made from proceeds from prior capital raises.
Added
Recent Sales of Unregistered Securities None. ITEM 6. [R ESERVED] 44

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdditionally, FFO does not reflect distributions paid to redeemable non-controlling interests. 46 The following tables reconcile net income (net loss), which we believe is the most comparable GAAP measure, to FFO, Core FFO, AFFO and Core AFFO: Twelve Months Ended December 31, 2024 2023 Net loss $ (4,872,888 ) $ (4,441,465 ) Other expense - 506,639 Loss (gain) on derivative valuation (372,573 ) 401,782 Depreciation and amortization 4,765,203 3,538,569 Loss on held for sale asset valuation 77,244 - Funds From Operations $ (403,014 ) $ 5,525 Amortization of debt issuance costs 202,621 146,745 Non-cash stock compensation 379,739 382,002 Adjustments to Funds From Operations 582,360 528,747 Core Funds From Operations $ 179,346 $ 534,272 Net loss $ (4,872,888 ) $ (4,441,465 ) Other expense - 506,639 Loss (gain) on derivative valuation (372,573 ) 401,782 Depreciation and amortization 4,765,203 3,538,569 Amortization of debt issuance costs 202,621 146,745 Above and below-market lease amortization, net 262,711 (2,873 ) Straight line rent, net (27,766 ) 64,572 Adjustments to net loss $ 4,830,196 $ 4,655,434 Adjusted Funds From Operations $ (42,692 ) $ 213,969 Dead deal expense $ 35,873 $ 109,569 Non-cash stock compensation 379,739 382,002 Adjustments to Adjusted Funds From Operations $ 415,612 $ 491,571 Core Adjusted Funds From Operations $ 372,920 $ 705,540 Jumpstart Our Business Startups Act (“JOBS Act”) In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law.
Biggest changeAdditionally, FFO does not reflect distributions paid to redeemable non-controlling interests. 57 The following tables reconcile net income (net loss), which we believe is the most comparable GAAP measure, to FFO, Core FFO, AFFO and Core AFFO: Year Ended December 31, 2025 2024 Net loss $ (6,389,000 ) $ (4,872,888 ) Other expense 287 - Loss (gain) on derivative valuation 335,344 (372,573 ) Depreciation and amortization 4,995,717 4,765,203 Loss on held for sale asset valuation - 77,244 Funds From Operations (1,057,652 ) (403,014 ) Amortization of debt issuance costs 252,903 202,621 Amortization of debt discount 135,747 - Non-cash stock compensation 345,000 379,739 Write-off of deferred financing costs 286,219 - Adjustments to Funds From Operations 1,019,869 582,360 Core Funds From Operations $ (37,783 ) $ 179,346 Net loss $ (6,389,000 ) $ (4,872,888 ) Other expense 287 - Loss (gain) on derivative valuation 335,344 (372,573 ) Depreciation and amortization 4,995,717 4,765,203 Amortization of debt issuance costs 252,903 202,621 Amortization of debt discount 135,747 - Above and below-market lease amortization, net 171,769 262,711 Straight line rent, net 66,203 (27,766 ) Adjustments to net loss 5,957,970 4,830,196 Adjusted Funds From Operations $ (431,030 ) $ (42,692 ) Dead deal expense 75,502 35,873 Loss on extinguishment of debt 926,398 - Non-cash stock compensation 345,000 379,739 Write-off of deferred financing costs 286,219 - Adjustments to Adjusted Funds From Operations 1,633,119 415,612 Core Adjusted Funds From Operations $ 1,202,089 $ 372,920 Jumpstart Our Business Startups Act (“JOBS Act”) In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law.
To the extent we take advantage of the reduced disclosure requirements for EGCs, investors may be less likely to invest in us or may view our shares as a riskier investment than a similarly situated company that does not take advantage of these provisions. 47
To the extent we take advantage of the reduced disclosure requirements for EGCs, investors may be less likely to invest in us or may view our shares as a riskier investment than a similarly situated company that does not take advantage of these provisions.
The fair value of the above- or below- market lease is estimated as the present value 45 of the difference between the contractual amount to be paid pursuant to the in-place lease and the estimated current market lease rate expected over the remaining non-cancelable life of the lease.
The fair value of the 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 current market lease rate expected over the remaining non-cancelable life of the lease.
Our results of operations for the twelve months ended December 31, 2024 and 2023 are not indicative of those expected in future periods, as we expect that rental income, interest expense, rental operating expense, general and administrative expense, and depreciation and amortization will significantly change in future periods as a result of growth through future acquisitions of real estate related investments.
Our results of operations for the twelve months ended December 31, 2025 and 2024 are not indicative of those expected in future periods, as we expect that rental income, interest expense, rental operating expense, general and administrative expense, and depreciation and amortization will significantly change in future periods as a result of growth through future acquisitions of real estate related investments.
The common stock and warrants included in the units (which were separated into one share of common stock and one warrant) currently trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “GIPR” and “GIPRW,” respectively. Our Investments The following are characteristics of our properties as of December 31, 2024: • Creditworthy Tenants .
The common stock and warrants included in the units (which were separated into one share of common stock and one warrant) currently trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “GIPR” and “GIPRW,” respectively. Our Investments The following are characteristics of our properties as of December 31, 2025: • Creditworthy Tenants .
Approximately 60% of our portfolio’s annualized rent as of December 31, 2024 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.
Approximately 60% of our portfolio’s annualized rent as of December 31, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better.
The increase is primarily attributable to LC2-NNN Pref, LLC's $14,100,000 preferred equity investment in conjunction with the Modiv acquisition in August 2023, including servicing current and deferred interests as detailed in Preferred Equity .
The increase is primarily attributable to LC2-NNN Pref, LLC's $14,100,000 preferred equity investment in conjunction with the Modiv acquisition in August 2023, including servicing current and deferred interests as detailed in Preferred Equity Partners Section .
BBB Y 8.8 2 x 5 Yes $ 233,480 $ 21.33 Retail Tampa, FL 2,642 Starbucks Corporation BBB+ Y 2.2 2 x 5 Yes $ 148,216 $ 56.10 Retail Tucson, AZ 88,408 Kohl's Corporation BB- N 5.1 7 x 5 Yes $ 864,630 $ 9.78 Retail San Antonio, TX 50,000 City of San Antonio (PreK) AAA Y 4.6 1 x 8 Yes $ 924,000 $ 18.48 Retail Bakersfield, CA 18,827 Dollar General Market BBB Y 3.6 3 x 5 Yes $ 361,075 $ 19.18 Retail Big Spring, TX 9,026 Dollar General BBB Y 5.5 3 x 5 Yes $ 86,041 $ 9.53 Retail Castalia, OH 9,026 Dollar General BBB Y 10.4 3 x 5 Yes $ 79,320 $ 8.79 Retail East Wilton, ME 9,100 Dollar General BBB Y 5.6 3 x 5 Yes $ 112,439 $ 12.36 Retail Lakeside, OH 9,026 Dollar General BBB Y 10.4 3 x 5 Yes $ 81,036 $ 8.98 Retail Litchfield, ME 9,026 Dollar General BBB Y 5.8 3 x 5 Yes $ 92,961 $ 10.30 Retail Mount Gilead, OH 9,026 Dollar General BBB Y 5.5 3 x 5 Yes $ 85,924 $ 9.52 Retail Thompsontown, PA 9,100 Dollar General BBB Y 5.8 3 x 5 Yes $ 85,998 $ 9.45 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc.
BBB- Y 7.8 2 x 5 Yes 242,912 22.19 Retail Tampa, FL 2,642 Starbucks Corporation BBB+ Y 1.2 2 x 5 Yes 148,216 56.10 Retail Tucson, AZ 88,408 Kohl's Corporation BB- N 4.1 7 x 5 Yes 864,630 9.78 Retail San Antonio, TX 50,000 City of San Antonio (PreK) AAA Y 3.6 1 x 8 Yes 924,000 18.48 Retail Bakersfield, CA 18,827 Dollar General Market BBB Y 2.6 3 x 5 Yes 361,075 19.18 Retail Big Spring, TX 9,026 Dollar General BBB Y 4.5 3 x 5 Yes 86,041 9.53 Retail Castalia, OH 9,026 Dollar General BBB Y 9.4 3 x 5 Yes 79,320 8.79 Retail East Wilton, ME 9,100 Dollar General BBB Y 4.6 3 x 5 Yes 112,439 12.36 Retail Lakeside, OH 9,026 Dollar General BBB Y 9.4 3 x 5 Yes 81,036 8.98 Retail Litchfield, ME 9,026 Dollar General BBB Y 4.8 3 x 5 Yes 92,960 10.30 Retail Mount Gilead, OH 9,026 Dollar General BBB Y 4.5 3 x 5 Yes 85,924 9.52 Retail Thompsontown, PA 9,100 Dollar General BBB Y 4.8 3 x 5 Yes 85,998 9.45 Retail Morrow, GA 10,906 Dollar Tree Stores, Inc.
Average effective annual rental per square foot is $15.08. Given the nature of our leases, our tenants either pay the real estate taxes directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.
Average effective annual rental per square foot is $16.19. Given the nature of our leases, our tenants either pay the real estate taxes directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.
Should events or a change in circumstances indicate that the carrying amount of an asset may not be recoverable and potential impairment losses may be necessary, management performs the following procedures: • Perform a recoverability test utilizing the undiscounted future cash flows of the property over the anticipated holding period to determine if the carrying value of the asset is recoverable. • Perform a fair value analysis if future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. • Record a provision for impairment reducing the book value to estimated fair value, to the proportion that the estimated fair value is less than the current book value.
Tangible assets consist of land, buildings, site improvements and tenant improvements. 55 Should events or a change in circumstances indicate that the carrying amount of an asset may not be recoverable and potential impairment losses may be necessary, management performs the following procedures: • Perform a recoverability test utilizing the undiscounted future cash flows of the property over the anticipated holding period to determine if the carrying value of the asset is recoverable. • Perform a fair value analysis if future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. • Record a provision for impairment reducing the book value to estimated fair value, to the proportion that the estimated fair value is less than the current book value.
The table below presents an overview of the properties in our portfolio as of December 31, 2024: 37 Property Type Location Rentable Square Feet Tenant S&P Credit Rating (1) IG Remaining Term (Yrs) Options (Number x Yrs) Contractual Rent Escalations (4) ABR (2) ABR per Sq. Ft.
The table below presents an overview of the properties in our portfolio as of December 31, 2025: 45 Property Type Location Rentable Square Feet Tenant S&P Credit Rating (1) IG Remaining Term (Yrs) Options (Number x Yrs) Contractual Rent Escalations (3) ABR (2) ABR per Sq. Ft.
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2024. • 99% Occupied .
Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2025. • 100% Occupied .
Our portfolio is 99% leased and occupied. • Contractual Rent Growth . 93% of the leases in our current portfolio (based on annualized base rent as of December 31, 2024) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. • Average Effective Annual Rental per Square Foot .
Our portfolio is 100% leased and occupied. • Contractual Rent Growth . 92% of the leases in our current portfolio (based on annualized base rent as of December 31, 2025) provide for increases in contractual base rent during future years of the current term or during the lease extension periods. • Average Effective Annual Rental per Square Foot .
Norfolk, VA 5,216,749 (f) 6.15% 8/23/2029 4,410,949 4,562,722 1.25 Sherwin Williams Company Tampa, FL 1,286,664 3.72% (b) 8/10/2028 1,255,068 1,286,664 1.20 General Services Administration-FBI Manteo, NC 928,728 (c) 3.85% (d) 3/31/2032 891,071 913,958 1.50 Irby Construction Plant City , FL 928,728 (c) 3.85% (d) 3/31/2032 891,071 913,958 1.50 La-Z-Boy Inc.
Norfolk, VA 5,216,749 6.15% 8/23/2029 4,291,659 4,410,949 1.25 Sherwin Williams Company Tampa, FL 1,286,664 3.72% (b) 8/10/2028 1,222,259 1,255,068 1.20 General Services Administration-FBI Manteo, NC 928,728 (c) 3.85% (d) 3/31/2032 866,868 891,071 1.50 Irby Construction Plant City , FL 928,728 (c) 3.85% (d) 3/31/2032 - 891,071 1.50 La-Z-Boy Inc.
Rockford, IL 2,100,000 3.85% (d) 3/31/2032 2,014,851 2,066,604 1.50 Best Buy Co., Inc. Grand Junction, CO 2,552,644 (c) 3.85% (d) 3/31/2032 2,449,141 2,512,050 1.50 Fresenius Medical Care Holdings, Inc.
Rockford, IL 2,100,000 3.85% (d) 3/31/2032 1,960,814 2,014,851 1.50 Best Buy Co., Inc. Grand Junction, CO 2,552,644 (c) 3.85% (d) 3/31/2032 - 2,449,141 1.50 Fresenius Medical Care Holdings, Inc.
Outstanding indebtedness consisted of the following as of December 31, 2024 and December 31, 2023: 42 Occupying Tenant Location Original Loan Amount Interest Rate Maturity Date 12/31/2024 12/31/2023 Debt Service Coverage Ratios ("DSCR") Required 7-Eleven Corporation, Starbucks Corporation & Auburn University Washington, D.C., Tampa, FL, and Huntsville, AL $ 11,287,500 (a) 4.17% 3/6/2030 $ 10,602,711 $ 10,757,239 1.25 General Services Administration-Navy & AYMCA Norfolk, VA 8,260,000 (f) 6.15% 8/30/2029 7,119,184 7,341,804 1.25 PRA Holdings, Inc.
Outstanding indebtedness consisted of the following as of December 31, 2025 and December 31, 2024: 52 Occupying Tenant Property Location Original Loan Amount Interest Rate at 12/31/2025 Maturity Date Balance at 12/31/2025 Balance at 12/31/2024 Debt Service Coverage Ratios ("DSCR") Required 7-Eleven Corporation Washington, D.C. $ 750,000 (f) 6.50% 6/13/2030 $ 1,100,000 $ - 1.50 7-Eleven Corporation, Starbucks Corporation & Auburn University Washington, D.C., Tampa, FL, and Huntsville, AL 11,287,500 (a) 4.17% 3/6/2030 - 10,602,711 1.25 General Services Administration-Navy & AYMCA Norfolk, VA 8,260,000 6.15% 8/30/2029 6,926,665 7,119,184 1.25 PRA Holdings, Inc.
Net Loss Attributable to Common Shareholders For the twelve months ended December 31, 2024 and 2023, we generated a net loss attributable to our common shareholders of $8,444,487 and $6,192,262, respectively. Liquidity and Capital Resources We require capital to fund our investment activities and operating expenses.
Net Loss Attributable to Common Shareholders For the twelve months ended December 31, 2025 and 2024, we generated a net loss attributable to our common shareholders of $10,340,904 and $8,444,487, respectively. Liquidity and Capital Resources We require capital to fund our investment activities and operating expenses.
Results of Operations for the Years Ended December 31, 2024 and 2023 Revenue For twelve months ended December 31, 2024, total revenue from operations was $9,762,636 as compared to $7,632,600 for the twelve months ended December 31, 2023.
Results of Operations for the Years Ended December 31, 2025 and 2024 Revenue For twelve months ended December 31, 2025, total revenue from operations was $9,739,942 as compared to $9,762,636 for the twelve months ended December 31, 2024.
Morrow, GA 647,000 (e) 7.47% (b) 8/10/2028 634,914 644,225 1.50 exp U.S. Services Inc. Maitland, FL 2,950,000 (e) 7.47% (b) 8/10/2028 2,894,895 2,937,348 1.50 General Services Administration Vacaville, CA 1,293,000 (e) 7.47% (b) 8/10/2028 1,268,847 1,287,454 1.50 Walgreens Santa Maria, CA 3,041,000 (e) 7.47% (b) 8/10/2028 2,984,195 3,027,958 1.50 Best Buy Co., Inc.
Morrow, GA 647,000 (e) 7.47% (b) 8/10/2028 624,871 634,914 1.50 exp U.S. Services Inc. Maitland, FL 2,950,000 (e) 7.47% (b) 8/10/2028 - 2,894,895 1.50 General Services Administration Vacaville, CA 1,293,000 (e) 7.47% (b) 8/10/2028 1,248,777 1,268,847 1.50 Walgreens Santa Maria, CA 3,041,000 (e) 7.47% (b) 8/10/2028 2,936,993 2,984,195 1.50 Best Buy Co., Inc.
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.
The Company assigns the purchase price of real estate to tangible and intangible assets and liabilities based on fair value.
FFO and related measures do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income or loss as a performance measure or cash flows from operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
FFO and related measures do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income or loss as a performance measure or cash flows from operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. 56 We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT").
As of December 31, 2024 and December 31, 2023, we had accounts payable, accrued expenses and insurance payable totaling $2,023,338 and $1,813,231, respectively.
As of December 31, 2025 and December 31, 2024, we had accounts payable, accrued expenses and insurance payable totaling $3,771,064 and $2,023,338, respectively.
In addition, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standard.
As an emerging growth company, we are eligible to not obtain an auditor attestation on our internal control over financial reporting and to provide limited executive compensation information. 58 In addition, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standard.
Chicago, IL 1,727,108 (c) 3.85% (d) 3/31/2032 1,657,079 1,699,642 1.50 Starbucks Corporation Tampa, FL 1,298,047 (c) 3.85% (d) 3/31/2032 1,245,414 1,277,404 1.50 Kohl's Corporation Tucson, AZ 3,964,745 (c) 3.85% (d) 3/31/2032 3,803,985 3,901,694 1.50 City of San Antonio (PreK) San Antonio, TX 6,444,000 (e) 7.47% (b) 8/10/2028 6,323,628 6,416,362 1.50 Dollar General Market Bakersfield, CA 2,428,000 (e) 7.47% (b) 8/10/2028 2,382,646 2,417,587 1.50 Dollar General Big Spring, TX 635,000 (e) 7.47% (b) 8/10/2028 623,138 632,277 1.50 Dollar General Castalia, OH 556,000 (e) 7.47% (b) 8/10/2028 545,614 553,615 1.50 Dollar General East Wilton, ME 726,000 (e) 7.47% (b) 8/10/2028 712,439 722,886 1.50 Dollar General Lakeside, OH 567,000 (e) 7.47% (b) 8/10/2028 556,409 564,568 1.50 Dollar General Litchfield, ME 624,000 (e) 7.47% (b) 8/10/2028 612,344 621,324 1.50 Dollar General Mount Gilead, OH 533,000 (e) 7.47% (b) 8/10/2028 523,044 530,714 1.50 Dollar General Thompsontown, PA 556,000 (e) 7.47% (b) 8/10/2028 545,614 553,615 1.50 Dollar Tree Stores, Inc.
Chicago, IL 1,727,108 (c) 3.85% (d) 3/31/2032 1,612,010 1,657,079 1.50 Starbucks Corporation Tampa, FL 1,298,047 (c) 3.85% (d) 3/31/2032 1,211,508 1,245,414 1.50 Kohl's Corporation Tucson, AZ 3,964,745 (c) 3.85% (d) 3/31/2032 3,700,494 3,803,985 1.50 City of San Antonio (PreK) San Antonio, TX 6,444,000 (e) 7.47% (b) 8/10/2028 6,223,604 6,323,628 1.50 Dollar General Market Bakersfield, CA 2,428,000 (e) 7.47% (b) 8/10/2028 2,344,958 2,382,646 1.50 Dollar General Big Spring, TX 635,000 (e) 7.47% (b) 8/10/2028 613,282 623,138 1.50 Dollar General Castalia, OH 556,000 (e) 7.47% (b) 8/10/2028 536,984 545,614 1.50 Dollar General East Wilton, ME 726,000 (e) 7.47% (b) 8/10/2028 701,170 712,439 1.50 Dollar General Lakeside, OH 567,000 (e) 7.47% (b) 8/10/2028 547,608 556,409 1.50 Dollar General Litchfield, ME 624,000 (e) 7.47% (b) 8/10/2028 602,658 612,344 1.50 Dollar General Mount Gilead, OH 533,000 (e) 7.47% (b) 8/10/2028 514,770 523,044 1.50 Dollar General Thompsontown, PA 556,000 (e) 7.47% (b) 8/10/2028 536,984 545,614 1.50 Dollar Tree Stores, Inc.
(5) Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057. (6) Two tenants occupy this single property.
(4) Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057.
Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations and borrowings under credit facilities. As of December 31, 2024, we had total cash (unrestricted and restricted) of $647,439, properties with a cost basis of $102,310,974 and outstanding debt of $56,817,310.
Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations and borrowings under credit facilities. As of December 31, 2025, we had total cash (unrestricted and restricted) of $6,198,816, properties with a cost basis of $97,011,131 and outstanding debt of $49,711,594.
Our management team’s evaluation of our potential for generating cash flow includes on-going assessments of our existing portfolio of properties, our non-stabilized properties, long-term sustainability of our real estate portfolio, our future operating cash flow from anticipated acquisitions, and the proceeds from the sales of our real estate assets.
Our management team’s evaluation of our potential for generating cash flow includes on-going assessments of our existing portfolio of properties, our non-stabilized properties, long-term sustainability of our real estate portfolio, our future operating cash flow from anticipated acquisitions, and the proceeds from the sales of our real estate assets. 49 In addition, our management team evaluates our portfolio and individual properties’ results of operations with a primary focus on increasing and enhancing the value, quality and quantity of properties in our real estate holdings.
Properties that have reached goals in occupancy and rental rates are evaluated for potential added value appreciation and, if lacking such potential, are sold with the equity reinvested in properties that have better potential without foregoing cash flow.
Our management team focuses its efforts on improving underperforming assets through re-leasing efforts, including negotiation of lease renewals and rental rates. Properties that have reached goals in occupancy and rental rates are evaluated for potential added value appreciation and, if lacking such potential, are sold with the equity reinvested in properties that have better potential without foregoing cash flow.
BB N 2.7 1 x 5 Yes $ 788,091 $ 22.62 Retail Tampa, FL 3,500 Sherwin Williams Company BBB Y 3.6 5 x 5 Yes $ 126,788 $ 36.23 Office Manteo, NC 7,543 General Services Administration-FBI AA+ Y 4.1 1 x 5 Yes $ 100,682 $ 13.35 Office Plant City, FL 7,826 Irby Construction BBB- Y - 2 x 5 Yes $ 176,674 $ 22.58 Retail Grand Junction, CO 30,701 Best Buy Co., Inc.
BB N 1.7 1 x 5 Yes 823,909 23.64 Retail Tampa, FL 3,500 Sherwin Williams Company BBB Y 2.6 5 x 5 Yes 126,788 36.23 Office Manteo, NC 7,543 General Services Administration-FBI AA+ Y 3.1 1 x 5 Yes 100,682 13.35 Retail Rockford, IL 15,288 La-Z-Boy Inc.
Not Rated Not Rated 1.9 1 x 5 Yes $ 864,583 $ 26.11 Office Vacaville, CA 11,014 General Services Administration AA+ Y 1.6 N/A No $ 257,050 $ 23.34 Retail Santa Maria, CA 14,490 Walgreens (5) BB- Y 7.3 N/A No $ 369,000 $ 25.47 Retail Rockford, IL 15,288 La-Z-Boy Inc.
BBB Y 4.6 2 x 5 Yes 109,060 10.00 Office Vacaville, CA 11,014 General Services Administration AA+ Y 0.6 N/A No 257,050 23.34 Retail Santa Maria, CA 14,490 Walgreens (4) Not Rated N 6.3 N/A No 369,000 25.47 Retail Ames, IA 30,259 Best Buy Co., Inc.
Our mortgage debt requires us to maintain certain debt service coverage ratios as noted above. 43 Minimum required principal payments on our outstanding debt for subsequent years ending December 31 are as follows: Mortgage Loans Other Payable - Related Party Loan Payable - Related Party Total as of December 31, 2024 2025 $ 1,289,603 - - 1,289,603 2026 1,319,320 - 5,500,000 6,819,320 2027 1,422,520 - - 1,422,520 2028 21,757,611 - - 21,757,611 2029 13,220,019 - - 13,220,019 Thereafter 20,434,178 - - 20,434,178 $ 59,443,251 $ - $ 5,500,000 $ 64,943,251 On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for GIPVA 2510 and GIPVA 130 in which the Operating Partnership, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new member, Brown Family Enterprises, LLC (the "Purchaser"), a preferred equity partner and therefore a related party, through the issuance to Purchaser of membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130.
Minimum required principal payments on our outstanding debt for subsequent years ending December 31 are as follows: Mortgage Loans Loan Payable - Related Party Total 2026 $ 5,094,067 7,724,452 12,818,519 2027 1,495,125 - 1,495,125 2028 18,718,050 - 18,718,050 2029 13,198,374 - 13,198,374 2030 1,767,662 - 1,767,662 Thereafter 9,438,316 - 9,438,316 $ 49,711,594 $ 7,724,452 $ 57,436,046 On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for GIPVA 2510 and GIPVA 130 in which the Operating Partnership, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new member, Brown Family Enterprises, LLC (the "Purchaser"), a preferred equity partner and therefore a related party, through the issuance to Purchaser of membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130.
Ames, IA 2,495,000 6.29% (b) 8/23/2029 2,495,000 n/a 1.50 63,045,913 59,443,251 58,143,672 Less Debt Discount, net (317,978 ) (383,767 ) Less Debt Issuance Costs, net (785,358 ) (942,595 ) 58,339,915 56,817,310 (a) Loan subject to prepayment penalty (b) Fixed via interest rate swap (c) One loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value.
Ames, IA 2,495,000 6.29% (b) 8/23/2029 2,495,000 2,495,000 1.50 Zaxby's Sanford, FL 2,947,000 6.29% 5/14/2026 2,482,944 n/a 1.30 Dollar General Cleveland, TN 1,350,000 3.50% 5/14/2026 1,224,544 n/a 1.25 Tractor Supply Kernersville, NC 3,507,000 2.90% 10/22/2031 3,184,170 n/a 1.20 $ 71,599,913 $ 49,711,594 $ 59,443,251 Less Debt Discount, net (701,489 ) (317,978 ) Less Debt Issuance Costs, net (319,329 ) (785,358 ) $ 48,690,776 $ 58,339,915 (a) Loan subject to prepayment penalty (b) Fixed via interest rate swap (c) One loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value.
The change is primarily due to the financing scale for acquisition of the 13 property Modiv portfolio in August 2023 compared with the acquisition of a single property, Best Buy Ames, IA in August 2024. 44 Future Rental Payments 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 December 31, 2024 2025 $ 8,569,192 2026 8,368,784 2027 6,557,503 2028 4,897,628 2029 3,668,471 Thereafter 16,383,885 $ 48,445,463 Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Future Rental Payments 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 December 31, 2025 2026 $ 7,527,656 2027 6,898,479 2028 5,673,073 2029 4,480,889 2030 2,604,878 Thereafter 19,289,918 $ 46,474,893 Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
(2) Annualized cash base rental income in place as of December 31, 2024. Our leases do not include tenant concessions or abatements. (3) Prior tenant terminated the lease and vacated on January 31, 2024, space was relet to a new tenant in August 2024. (4) Includes rent escalations available from lease renewal options.
(2) Annualized cash base rental income in place as of December 31, 2025. 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, and 7-Eleven in Washington, DC, which had 2 months free rent in Q4 2025. (3) Includes rent escalations available from lease renewal options.
Net Loss For the twelve months ended December 31, 2024 and 2023, we generated a net loss of $4,872,888 and 4,441,465, respectively.
Net Loss For the twelve months ended December 31, 2025 and 2024, we generated a net loss of $6,389,000 and 4,872,888, respectively. Net Loss Attributable to Non-controlling Interests For the twelve months ended December 31, 2025 and 2024, net income attributable to non-controlling interest was $3,951,904 and $3,476,599, respectively.
BBB+ Y 2.2 1 x 5 Yes $ 353,061 $ 11.50 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc.
Not Rated Not Rated 1.8 4 x 5 Yes 366,600 23.98 Medical-Retail Chicago, IL 10,947 Fresenius Medical Care Holdings, Inc.
Cash from Operations Activities Net cash provided by operations was $1,022,362 and $12,345 during the twelve months ended December 31, 2024 and 2023, respectively. The change is primarily due to operating the Modiv portfolio for twelve months compared with only five months during the periods ended December 31, 2024 and 2023, respectively.
Cash from Operations Activities Net cash provided by operating activities was $929,474 and $1,022,362 during the twelve months ended December 31, 2025 and 2024, respectively, a decrease of $92,888.
Retail Washington, D.C. 3,000 7-Eleven Corporation A Y 1.2 2 x 5 Yes $ 129,804 $ 43.27 Retail Tampa, FL 2,200 Starbucks Corporation BBB+ Y 3.2 4 x 5 Yes $ 200,750 $ 91.25 Industrial Huntsville, AL 59,091 Auburn University (3) N/A Not Rated 2.6 N/A Yes $ 283,500 $ 4.80 Office Norfolk, VA 49,902 General Services Administration-Navy (6) AA+ Y 3.7 N/A Yes $ 640,742 $ 12.84 Office Norfolk, VA 22,247 Armed Services YMCA of the U.S.A.
Retail Washington, DC 3,000 7-Eleven Corporation A- Y 5.2 2 x 5 Yes $ 120,000 $ 40.00 Office Norfolk, VA 49,902 General Services Administration-Navy AA+ Y 2.7 N/A Yes 640,742 12.84 Office Norfolk, VA 22,247 Armed Services YMCA of the U.S.A. N/A N/A 8.3 2 x 5 Yes 411,570 18.50 Office Norfolk, VA 34,847 PRA Holdings, Inc.
Cash from Financing Activities Net cash provided by financing activities was $2,246,453 and $32,701,579 for the twelve months ended December 31, 2024 and 2023, respectively.
Cash from Financing Activities Net cash used in financing activities was $18,486,821 during the twelve months ended December 31, 2025, compared to net cash provided by financing activities of $2,246,453 during the twelve months ended December 31, 2024, a change of $20,733,274.
Additionally, during the twelve months ended December 31, 2024, we incurred a guaranty fee expense of $387,056 payable to our President and CEO of which $206,219 remained payable as of December 31, 2024. 40 • Compensation costs decreased by $312,203, or approximately 23% as management optimized staffing levels and overhead to align with the Company's scale.
During the twelve months ended December 31, 2025 and 2024, the Company incurred guaranty fee expense of $316,298 and $387,056, respectively, payable to our President and CEO, of which $510,642 remained payable as of December 31, 2025.
Expenses During the twelve months ended December 31, 2024 and 2023 expenses incurred were as follows: Twelve months ended December 31, 2024 2023 Change General, administrative and organizational costs $ 2,109,271 $ 1,734,134 $ 375,137 Building expenses 2,673,624 1,699,200 974,424 Depreciation and amortization 4,765,203 3,538,569 1,226,634 Interest expense, net 4,286,546 2,744,406 1,542,140 Compensation costs 1,060,336 1,372,539 (312,203 ) Total expenses $ 14,894,980 $ 11,088,848 $ 3,806,132 • General and administrative expense increased by $375,137, or approximately 22%, year over year as the Company engaged incremental professional services support for audit, tax, financial reporting and other professional services.
Expenses During the twelve months ended December 31, 2025 and 2024 expenses incurred were as follows: Year ended December 31, 2025 2024 Change General and administrative expense $ 2,191,051 $ 2,109,271 $ 81,780 Building expenses 2,529,527 2,673,624 (144,097 ) Depreciation and amortization 4,995,717 4,765,203 230,514 Interest expense, net 5,771,280 4,286,546 1,484,734 Compensation costs 1,240,282 1,060,336 179,946 Total expenses $ 16,727,857 $ 14,894,980 $ 1,832,877 • General and administrative expense increased by $81,780, or approximately 4%, year over year, reflecting an increase in consulting fees and higher fees from existing professional service providers supporting audit, tax, and financial reporting functions. • Building expenses decreased by $144,097, or approximately 5%, year over year.
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.
The Company is required to pay a 7% IRR monthly and will share 16% of equity in each subsidiary upon a capital transaction. The non-controlling interest is presented as temporary equity at $3,000,000 as of December 31, 2025. Brown Family Enterprises, LLC also serves as a lender to the Company under two outstanding loan arrangements.
In addition, our President and CEO has also provided a guaranty of the Borrower’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans with an aggregate principal amount of $11.9 million. On August 9, 2022, we entered a Redemption Agreement with a unit holder.
Below is a description of some of our more significant capital raise activities intended to improve our liquidity: 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 amount of approximately $11.2 million.
Removed
(6) N/A N/A 9.3 2 x 5 Yes $ 274,380 $ 12.33 Office Norfolk, VA 34,847 PRA Holdings, Inc.
Added
BBB+ Y 4.2 2 x 5 Yes 452,372 14.95 Retail Sanford, FL 4,108 Zaxby's Not Rated Not Rated 13.9 4 x 5 Yes 243,800 59.35 Retail Cleveland, TN 10,640 Dollar General BBB Y 10.3 5 x 5 Yes 119,727 11.25 Retail Kernersville, NC 19,097 Tractor Supply BBB Y 9.6 4 x 5 Yes 318,150 16.66 Tenants - All Properties 470,995 $ 7,624,001 $ 16.19 (1) Tenant, or tenant parent, rated entity.
Removed
BBB Y 5.6 2 x 5 Yes $ 103,607 $ 9.50 Office Maitland, FL 33,118 exp U.S. Services Inc.
Added
Our Near-Term and Long-Term Strategy Historically, our long-term objective has been to acquire and manage a diversified portfolio of high-quality net leased properties that generates predictable cash flows and capital appreciation over market cycles.
Removed
Not Rated Not Rated 2.8 4 x 5 Yes $ 366,600 $ 23.98 Retail Ames, IA 30,259 Best Buy Co., Inc. BBB+ Y 5.2 2 x 5 Yes $ 405,471 $ 13.40 Tenants - All Properties 570,086 $ 8,595,903 $ 15.08 (1) Tenant, or tenant parent, rated entity.
Added
We have generally sought to identify properties in submarkets with high barriers to entry for development and where valuation is frequently influenced by local real estate market conditions and tenant needs.
Removed
Recent Developments • Acquisitions On August 29, 2024, we acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy with a remaining lease of approximately 6 years at an annual base rent of $405,470.
Added
Notwithstanding our long-term strategy to grow our assets through additional property acquisitions, our strategy over the next twelve months will focus on improving our balance sheet and increasing our stockholder equity and liquidity by methodically and opportunistically marketing and selling a select group of up to 18 of our income-producing properties.
Removed
Future minimum rent reflected in the above table, accordingly. • Capital Activity and Distributions On January 29, 2024 the Company exchanged all shares of its Series A Redeemable Preferred Stock to 2,794,597 shares of our common stock according to the following allocation: • 2,623,153 shares out of the 2,794,597 shares of our common stock were distributed by Modiv OP and subsequently distributed by Modiv to the holders of its common stock; • the remaining 171,444 shares of our common stock issued to Modiv OP will be held by Modiv OP. 38 On July 3, 2024 we announced that our Board of Directors had voted to suspend the Company's dividend for shareholders of record of our common stock.
Added
The goal of this near-term strategy is to enable us to obtain proceeds that, together with proceeds from anticipated equity capital-raising transactions, will enable us to substantially reduce our preferred stock obligations and certain commercial debt and better position us for growth capital and less and less-expensive 46 debt financing in the future.
Removed
On July 24, 2024, the Operating Partnership of Generation Income Properties, Inc., entered into a Fifth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “LPA Amendment”), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to LMB Owenton I LLC (“Contributor”) in the form of Series B-1 Preferred Units (the “Series B-1 Preferred Units”).
Added
We have already initiated this process and have begun marketing these 18 properties through a broker with significant experience in selling single-tenant commercial net lease properties, and these sales (if made) will be in addition to the 5 property sales that we made in 2025.
Removed
Also on July 24, 2024, the Operating Partnership and the Contributor entered into a Contribution and Exchange Agreement (the “Contribution Agreement”) pursuant to which the Contributor contributed 155,185 Common Units in exchange for 155,185 Series B-1 Preferred Units.
Added
We believe that if we are able to successfully execute on this near-term sale strategy, the Company and our balance sheet will be better positioned to attract growth capital and less-expensive debt financing that will provide a foundation for resuming the growth of our asset base.
Removed
If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the Series B-1 Preferred Units will be paid cash distributions in the amount of $0.117 per Series B-1 Preferred Unit per quarter, subject to prior payment of any preferred return on senior preferred units of the Operating Partnership.
Added
Recent Developments regarding Nasdaq Listing In August 2025, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”) notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) and that we also did not meet any other alternative standard.
Removed
The Contributor will have the right to cause the Operating Partnership to redeem the Series B-1 Preferred Units after two (2) years for either (i) cash in an amount equal to $7.15 per Series B-1 Preferred Unit or (ii) a number of shares of common stock of the Company equal to the number of Series B-1 Preferred Units being redeemed multiplied by 1.00, plus, in each case, an amount equal to all dividends accrued and unpaid thereon.
Added
On October 6, 2025, we submitted to the Staff a written plan to become compliant with the Equity Requirement and were given until February 5, 2026, to regain compliance.
Removed
On July 25, 2024, the Operating Partnership entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC and GIPVA 130 Corporate Blvd, LLC to revise the redemption date of Brown Family Enterprises, LLC membership interests from February 8, 2025 to February 8, 2027. • Corporate and Administrative On July 19, 2024, we determined that MaloneBailey LLP (“MaloneBailey”) would no longer serve as the Company’s independent registered public accounting firm and would be dismissed effective as of July 19, 2024.
Added
Because we were unable to regain compliance by such date, on February 5, 2026, the Staff provided written notification that the trading of our common stock and warrants would be suspended at the open of business on February 17, 2026 unless the Company appealed the Staff’s determination to the Nasdaq Hearings Panel.
Removed
The decision to change independent registered public accounting firms was approved by the Board of Directors and the Audit Committee of the Company on July 19, 2024.
Added
We thereafter timely appealed the Staff’s determination, and on March 24, 2026, a hearing was held before the Nasdaq Hearings Panel, during which time we requested an extension of time and submitted a plan to regain compliance with both the Equity Requirement and Minimum Bid Requirement (as described below) by August 2026, with such plan consisting of a combination of property sales, capital raises, and a reverse stock split.
Removed
On July 19, 2024, we ratified the appointment of CohnReznick LLP (“CohnReznick”) as the Company's new independent registered public accounting firm to audit and review the Company’s financial statements. • Debt Financing We modified terms for two secured mortgage loans set to expire in September 2024 and October 2024.
Added
As of the date of the filing of this Annual Report on Form 10-K, we had not yet been informed as to whether the Nasdaq Hearings Panel has decided to grant an extension of time to regain compliance, and it is possible that we will not be granted a further extension, whereupon our common stock and warrants would be delisted.
Removed
As of September 30, 2024 the principal balances of the modified secured loans were $7.2 million and $4.4 million at 6.15% annual interest with maturity dates extended to August 2029.
Added
Even if we are granted an extension of time to regain compliance, there is no assurance that we will be able to actually regain compliance during such period.
Removed
Recent Partnership Developments • Agreements with Brown Family Enterprises, LLC 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.
Added
On January 28, 2025, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
Removed
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.
Added
We were provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 27, 2026.
Removed
The Operating Partnership is the general manager of the subsidiary while Brown Family Enterprises, LLC is a preferred equity member.
Added
We intend to continue to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement.
Removed
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.
Added
Specifically, we have confirmed to Nasdaq at the hearing held on March 24, 2026 that, if necessary, we will implement a reverse stock split of our outstanding common stock prior to July 27, 2026 to attempt to regain compliance.
Removed
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 December 31, 2024. 39 • Agreement with LMB Owenton I, LLC 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 14th, 2025 and for a reduced redemption price of $7.15 per GIP LP Unit.
Added
There can be no assurance that we will regain compliance with the Minimum Bid Requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements.
Removed
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 December 31, 2024.

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