Debt

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Debt

Note 9 – Debt

Mortgage Loans

The Company had the following mortgage loans outstanding as of March 31, 2026 and December 31, 2025, respectively:

Occupying Tenant	Property Location	Original Loan Amount			Interest Rate at 12/31/2025		Maturity Date	Balance at 03/31/2026			Balance at 12/31/2025			Debt Service Coverage Ratios ("DSCR") Required
7-Eleven Corporation	Washington, D.C.	$	750,000		6.50%		6/13/2030	$	-		$	1,100,000.00		1.50
General Services Administration-Navy & AYMCA	Norfolk, VA		8,260,000		6.15%		8/30/2029		6,875,214			6,926,665		1.25
PRA Holdings, Inc.	Norfolk, VA		5,216,749		6.15%		8/23/2029		4,259,789			4,291,659		1.25
Sherwin Williams Company	Tampa, FL		1,286,664		3.72%	(a)	8/10/2028		1,213,707			1,222,259		1.20
General Services Administration-FBI	Manteo, NC		928,728	(b)	3.85%	(c)	3/31/2032		854,326			866,868		1.50
La-Z-Boy Inc.	Rockford, IL		2,100,000		3.85%	(c)	3/31/2032		1,946,715			1,960,814		1.50
Fresenius Medical Care Holdings, Inc.	Chicago, IL		1,727,108	(b)	3.85%	(c)	3/31/2032		1,588,688			1,612,010		1.50
Starbucks Corporation	Tampa, FL		1,298,047	(b)	3.85%	(c)	3/31/2032		1,193,980			1,211,508		1.50
Kohl's Corporation	Tucson, AZ		3,964,745	(b)	3.85%	(c)	3/31/2032		3,646,955			3,700,494		1.50
City of San Antonio (PreK)	San Antonio, TX		6,444,000	(d)	7.47%	(a)	8/10/2028		6,197,220			6,223,604		1.50
Dollar General Market	Bakersfield, CA		2,428,000	(d)	7.47%	(a)	8/10/2028		2,335,017			2,344,958		1.50
Dollar General	Big Spring, TX		635,000	(d)	7.47%	(a)	8/10/2028		610,682			613,282		1.50
Dollar General	Castalia, OH		556,000	(d)	7.47%	(a)	8/10/2028		534,707			536,984		1.50
Dollar General	East Wilton, ME		726,000	(d)	7.47%	(a)	8/10/2028		698,197			701,170		1.50
Dollar General	Lakeside, OH		567,000	(d)	7.47%	(a)	8/10/2028		545,286			547,608		1.50
Dollar General	Litchfield, ME		624,000	(d)	7.47%	(a)	8/10/2028		600,103			602,658		1.50
Dollar General	Mount Gilead, OH		533,000	(d)	7.47%	(a)	8/10/2028		512,588			514,770		1.50
Dollar General	Thompsontown, PA		556,000	(d)	7.47%	(a)	8/10/2028		534,707			536,984		1.50
Dollar Tree Stores, Inc.	Morrow, GA		647,000	(d)	7.47%	(a)	8/10/2028		622,222			624,871		1.50
General Services Administration	Vacaville, CA		1,293,000	(d)	7.47%	(a)	8/10/2028		1,243,483			1,248,777		1.50
Walgreens	Santa Maria, CA		3,041,000	(d)	7.47%	(a)	8/10/2028		2,924,542			2,936,993		1.50
Best Buy Co., Inc.	Ames, IA		2,495,000		6.29%	(a)	8/23/2029		2,495,000			2,495,000		1.50
Zaxby's	Sanford, FL		2,947,000		6.29%	(e)	5/14/2026		2,473,792			2,482,944		1.30
Dollar General	Cleveland, TN		1,350,000		3.50%	(e)	5/14/2026		1,216,935			1,224,544		1.25
Tractor Supply	Kernersville, NC		3,507,000		2.90%		10/22/2031		3,163,438			3,184,170		1.20
		$	53,881,041					$	48,287,293		$	49,711,594
							Less Debt Discount, net		(662,957	)		(701,489	)
							Less Debt Issuance Costs, net		(286,688	)		(319,329	)
								$	47,337,648		$	48,690,776

(a) Fixed via interest rate swap

(b) One loan in the amount of $7.92 million secured by four properties and allocated to each property based on each property's appraised value.

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

(d) One loan in the amount of $18.05 million secured by twelve properties and allocated to each property at the date of acquisition based on each property's appraised value.

(e) Refinanced on May 1, 2026 extending the maturity date to May 1, 2031 with interest accruing at a fixed rate of 5.70%.

The Company amortized debt issuance costs and debt discount during the three months ended March 31, 2026 and 2025 to interest expense of approximately $10,655 and $38,531 and $42,533 and $10,965, respectively. The Company did not incur any debt issuance costs during the three months ended March 31, 2026 and 2025.

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 March 31, 2026, 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 three ended March 31, 2026 and 2025, the Company incurred a guaranty fee expense to the Company's CEO of $61,864 and $97,692, respectively, recorded to interest expense. As of March 31, 2026 the Company recorded $557,501 for guaranty fees payable which is included in accrued expenses.

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 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.

As previously discussed in Note 3, on March 3, 2026, the Company transferred one hundred percent (100%) of the limited liability company interests of GIPDC 3707 14th St. LLC to Brown Family Enterprises, LLC, a related party, which includes the Valley National Bank mortgage loan in the principal amount of $1,100,000 secured by the property located in Washington, D.C., Accordingly, this debt is no longer reflected on the Company's consolidated balance sheet.

Minimum required principal payments on the Company’s debt for subsequent years ending March 31 are as follows:

	Mortgage Loans		Loan Payable - Related Party		Total
2026 (9 months remaining)	$	4,633,259	$	6,721,429	$	11,354,688
2027		1,352,435		-		1,352,435
2028		18,996,970		-		18,996,970
2029		13,198,366		-		13,198,366
2030		667,653		-		667,653
Thereafter		9,438,610		-		9,438,610
	$	48,287,293	$	6,721,429	$	55,008,722

Other loans payable

Brown Family Enterprises - 2022 & 2023 Loans

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.

Brown Family Enterprises - 2025 Loan

On April 25, 2025, the Company entered into a secured promissory note with Brown Family Enterprises, LLC, a related party, in the original principal amount of $1,000,000, bearing simple interest at an initial rate of 16% per annum for the first ninety days, after which the interest rate reverted to 9% per annum. The maturity date was subsequently extended to December 15, 2025 pursuant to a First Amendment entered into on October 27, 2025, which also provided for a $20,000 extension fee, and further extended to January 30, 2026 pursuant to a Second Amendment entered into on December 15, 2025, which provided for an additional extension fee of $42,000. The Company also received additional advances of $20,000 in October 2025 and $42,000 in December 2025. As of January 31, 2026, the total outstanding balance under the note, including principal, capitalized interest, and accrued but unpaid interest, was $1,151,437.

On February 10, 2026, Brown Family Enterprises, LLC sold and assigned the note to Silverback Capital Corporation, an unrelated third party, at which time the total outstanding balance was $1,151,437. Concurrent with the assignment, the Company issued to Brown Family Enterprises, LLC a Retained Balance Promissory Note dated March 3, 2026 in the principal amount of $600,000 (the "Retained Balance Note"), bearing interest at 0% per annum, representing the remaining balance of the original note not assigned to Silverback Capital Corporation.

On March 3, 2026, the Retained Balance Note was satisfied in full through the transfer of one hundred percent (100%) of the limited liability company interests of GIPDC 3707 14th St. LLC to Brown Family Enterprises, LLC pursuant to an Assignment of Limited Liability Company Interests and Satisfaction Agreement. As a result, the Company recognized a gain on extinguishment of debt of $600,000 during the three months ended March 31, 2026, which is included in loss on transfer of LLC interests in satisfaction of debt in the Company's consolidated statements of operations.

Silverback Capital Corporation - Convertible Note

On February 10, 2026, the Company entered into an Amended and Restated Convertible Note (the "First Amended Note") in the principal amount of $551,437 with Silverback Capital Corporation (the "Noteholder"). The First Amended Note amends

and restates that certain Secured Promissory Note, dated April 25, 2025, in the original principal amount of $1,000,000 originally issued to Brown Family Enterprises LLC in exchange for a loan to the Company. The Original Note was sold and assigned to the Noteholder on February 10, 2026 and amended by the Company and the Noteholder on such date. The First Amended Note amended and restated the Original Note by changing the maturity date to February 10, 2027 and changing the interest rate to 9% per annum simple interest. The First Amended Note was convertible into shares of Company common stock ("Conversion Shares"), subject to customary beneficial ownership limitations, at a conversion price of 80% of the "Market Price" (as defined in the First Amended Note) of the Company's common stock at the time of conversion.

On February 24, 2026, the First Amended Note was further amended and restated by a second Amended and Restated Convertible Note (the "Second Amended Note"), which amended the First Amended Note by (i) changing the maturity date to February 24, 2027, (ii) providing that the conversion price shall not be less than a floor of $0.10 per share, and (iii) providing that the Second Amended Note may not be converted into a number of shares of Company common stock that exceeds 19.9% of the outstanding shares of Company common stock on the date of the Second Amended Note unless the Company obtains stockholder approval in accordance with the applicable rules of the Nasdaq Stock Market.

The Company has determined that the Second Amended Note will be settled entirely through the issuance of up to 2,400,000 shares of common stock, which have been reserved for conversion and are considered issued but not yet outstanding until delivered to the Noteholder. Accordingly, upon issuance of the Second Amended Note, the Company recorded the full principal amount of $551,437 as an increase to stockholders' equity, consisting of $4,969 to common stock at par value of $0.01 per share based on the 496,930 shares delivered during the three months ended March 31, 2026, and $546,468 to additional paid-in capital. The remaining 1,903,070 shares reserved for future delivery are considered issued but not outstanding as of March 31, 2026, with the corresponding par value of $19,031 included in additional paid-in capital until such shares are delivered. No liability has been recorded on the Company's consolidated balance sheet in connection with the Second Amended Note. As the Second Amended Note is classified as an equity instrument, no interest expense has been recognized in connection with the Second Amended Note during the three months ended March 31, 2026.

2025 Broker Loans

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. The loan has not been further amended or extended as of the date of these financial statements. As of March 31, 2026, 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. The loan has not been further amended or extended as of the date of these financial statements. As of March 31, 2026, the note remained unpaid and the outstanding principal balance of $103,500 remains payable.

Both amounts are included in Other loans payable on the consolidated balance sheet as of March 31, 2026.

Executive Loan

On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction with the Company’s Chief Executive Officer, for $610,000 to fund closing costs relating to the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama and Starbucks-occupied retail building located in Tampa, Florida. 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 5.75% per annum, previous due on August 31, 2025, has been extended to December 31, 2025. As of March 31, 2026, the loan remained unpaid and the aggregate outstanding principal balance of $610,000, together with accrued and unpaid interest of $29,784, remains payable. The loan has not been further amended or extended as of the date of these financial statements.

Board of Director Loan

On February 12, 2026, GIPVA 2510 Walmer Ave., LLC, an indirect subsidiary of the Company, entered into a $125,000 promissory note with QCCR Investments, LLC bearing interest at 12% per annum and including a 3% origination fee. The note matures nine months from issuance or earlier upon the sale of the underlying real estate asset. The note is guaranteed by

Generation Income Properties, LP and secured by the guarantor’s equity interest in the borrowing entity. The lender is an affiliate of a member of the Company’s board of directors.