Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt

Note 9 – Debt

The Company had the following mortgage loans outstanding as of December 31, 2025 and December 31, 2024, respectively:

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.	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		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.	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.	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.	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.

(d) Adjustment effective April 1, 2027 equal to 5-year Treasury plus 2.5% and subject to a floor of 3.85%

(e) One loan in the amount of $21.0 million secured by 13 properties and allocated to each property based on each property's appraised value.

(f) On June 13, 2025, the Company entered into a $1,100,000 loan agreement with Valley National Bank secured by the Company's 7-Eleven store in Washington, D.C. An initial disbursement of $750,000 was made at closing; the remaining $350,000 was held back pending renewal of the tenant's lease. Upon satisfaction of the required conditions, the remaining proceeds were disbursed on November 10, 2025, bringing the total outstanding principal to $1,100,000.

The Company amortized debt issuance costs to interest expense during the twelve months ended December 31, 2025 and 2024 of $252,903 and $202,621, respectively. The Company paid debt issuance costs for the twelve months ended December 31, 2025 and 2024 of $73,095 and $28,903, respectively.

Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition, two mortgage loans, one encumbered by four properties and requiring a 1.50 DSCR, and another standalone mortgage loan requiring a 1.50 DSCR, require the Company to maintain a 54% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of December 31, 2025, the Company was in compliance with all covenants.

On April 1, 2022, the Company entered into two mortgage loan agreements with an aggregate balance of $13.5 million to refinance seven of the Company's properties. The loan agreements consist of 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, and one loan in the amount of $2.1 million on the property previously held in the tenancy-in-common investment at an interest rate of 3.85% from April 1, 2022 through and until March 31, 2027. In conjunction with the LC2 Investment to purchase the remaining interest in the tenancy-in-common interest discussed above, the Company assumed the original $2.1 million loan on the property with a remaining balance of $2,079,178 and recognized a discount of $383,767. Effective April 1, 2027 and through the maturity date of March 31, 2032, the interest rate adjusts to the 5-year Treasury plus 2.5% and is subject to a floor of 3.85%. The Company’s CEO entered into a guarantee agreement pursuant to which he guaranteed the payment obligations under the promissory notes if they become due as a result of certain “bad-boy” provisions, individually and on behalf of the Operating Partnership.

On August 10, 2023, GIP13, LLC, a Delaware limited liability company and wholly owned subsidiary of GIP SPE ("GIP Borrower"), entered into a Loan Agreement with Valley Bank pursuant to which Valley Bank made a loan to the Company in the amount of $21.0 million to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 3.25%, with interest payable monthly after each 30-day interest period. However, the Company entered into an interest rate swap to fix the interest rate at 7.47% per annum. Payments of interest and principal in the amount of approximately $156,000 are due and payable monthly, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 10, 2028. The loan may generally be prepaid at any time without penalty in whole or in part, provided that there is no return of loan fees and prepaid financing fees. The loan is secured by first mortgages and assignments of rents in the properties comprising the Modiv Portfolio and eight other properties held by subsidiaries of GIP SPE that had outstanding loans with Valley. All of the mortgaged properties cross collateralize the loan, and the loan is guaranteed by the Operating Partnership and the subsidiaries of the Company that hold the properties that comprise the Modiv Portfolio. The loan agreement also provides for customary events of default and other customary affirmative and negative covenants that are applicable to GIP Borrower and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes.

The Company's President and CEO entered into a personal, full recourse guarantee with a $7,500,000 cap and has also personally guaranteed the repayment of the $1.2 million loan secured by the Company's Sherwin-Williams - Tampa, FL property. In addition, the Company’s President and CEO has provided a guaranty of the Company’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans ("Bayport loans") with an aggregate principal amount of $11.3 million. During the twelve months ended December 31, 2025 and 2024, the Company incurred a guaranty fee expense to the Company's CEO of $316,298 and $387,056, respectively, recorded to interest expense. As of December 31, 2025 the Company recorded $510,642 for guaranty fees payable which is included in accrued expenses.

Concurrent with the aforementioned sales, the Company repaid the corresponding loan in full, which had been secured by three properties: a 7-Eleven store in Washington, D.C., the Starbucks store in South Tampa, Florida, and the property in Huntsville, Alabama. The prepayment resulted in a loss on extinguishment of debt of $926,398, consisting of $286,218 of

unamortized debt issuance costs and $640,180 of prepayment premiums and liquidation fees. The loan payoff also included $808,953 of default interest, which was recognized as interest expense in the period.

On June 13, 2025, the Company, through its subsidiary GIPDC 3707 14TH ST, LLC, entered into a loan agreement with Valley National Bank in the principal amount of $1,100,000, secured by the Company’s 7-Eleven store located at 3707-3711 14th Street NW, Washington, D.C. The loan bears interest at a fixed rate of 6.50% per annum. An initial disbursement of $750,000 was made at closing, with the remaining $350,000 in proceeds available upon renewal of the tenant’s lease, which currently expires March 31, 2026. In the event of a lease renewal for an additional five-year term, the maturity date will automatically extend from March 31, 2026 to June 13, 2030, and beginning July 13, 2026, principal and interest will amortize over a 25-year schedule. The loan is supported by a Guaranty of Nonrecourse Carve-out Obligations executed by David Sobelman, the Company’s Chief Executive Officer, in favor of Valley National Bank. During October 2025, the Company satisfied the required conditions for the release of the $350,000 renewal funds, and the proceeds were disbursed and received on November 10, 2025, in accordance with the terms of the Loan Agreement.

Loans payable - related party

On October 14, 2022, the Company entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $1,500,000 with a maturity of October 14, 2024, and bearing a fixed interest rate of 9% with simple interest payable monthly. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $5.5 million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note.

On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction for $332,000 with Chase Commercial Realty, Inc. d/b/a NAI Chase for broker’s fees payable by the Company to Chase in connection with the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama. The loan provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 7.5% per annum, will be due on December 31, 2025. The loan may be repaid without penalty at any time. As of December 31, 2025, the loan remained unpaid and the aggregate outstanding principal balance of $332,000, together with accrued and unpaid interest, remains payable.

On May 29, 2025, GIPFL 1300 S Dale Mabry, LLC (“GIPFL”), an indirect wholly owned subsidiary of the Company, entered into a loan for $103,500 that is evidenced by a promissory note issued to SRS Real Estate Partners, LLC ("SRS") for broker’s fees payable by the Company to SRS in connection with the sale of the Company’s Starbucks-occupied retail building located in Tampa, Florida.. The note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 0% per annum, will be due on December 31, 2025. The note may be repaid without penalty at any time. As of December 31, 2025, the note remained unpaid and the outstanding principal balance of $103,500 remains payable.

Both amounts are included in Loans payable – related party on the consolidated balance sheet as of December 31, 2025.

Minimum required principal payments on the Company’s 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