Generation Income Properties (GIPR) ends strategic review and opts to remain independent

Rhea-AI Filing Summary

Generation Income Properties, Inc. filed an amended current report to remove the word “unanimously” from a prior description of its special committee’s recommendation on strategic alternatives. The company’s independent special committee has completed its review and recommended continuing as an independent public company.

The board accepted this recommendation and will focus on managing the portfolio to address near-term debt and preferred equity maturities, while remaining open to future inbound transaction interest. With the review concluded, the board dissolved the special committee, although Cantor Fitzgerald & Co. will continue as financial advisor.

Insights

Real estate and corporate actions analyst

Review ends with no sale; company stays independent while managing leverage.

Generation Income Properties completed a lengthy strategic alternatives review and chose to remain an independent public REIT. The amended filing corrects language about the committee’s recommendation but does not change the substance: no sale or merger was selected despite inbound interest.

The board plans to concentrate on managing its portfolio to handle near-term debt and preferred equity maturities, which underscores balance-sheet and refinancing priorities. The board also left the door open to evaluating future inbound transaction proposals, so any renewed process or concrete deal would likely appear in subsequent disclosures.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

GENERATION INCOME PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-40771		47-4427295
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
		401 East Jackson Street, Suite 3300 Tampa, Florida		33602
		(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		GIPR		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		GIPRW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Explanatory Note

This Form 8-K/A (Amendment No. 1) is being filed to delete the word “unanimously” in the second sentence of Item 7.01 of the Form 8-K filed on March 24, 2026 (the “Original 8-K”). No other changes to the Original 8-K are being made by this Form 8-K/A (Amendment No. 1).

Item 7.01 Regulation FD Disclosure.

On March 24, 2026, Generation Income Properties, Inc. (the “Company”) issued a press release announcing that the special committee of independent directors (the “Special Committee”) of the Company’s board of directors (the “Board”) has concluded its review of strategic alternatives for the Company and made its recommendation to the Board. The Board determined to accept and pursue the Special Committee’s recommended course of action. In connection with the conclusion of the Special Committee’s review of strategic alternatives, the Board dissolved the Special Committee. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is being filed with this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Press Release dated March 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GENERATION INCOME PROPERTIES, INC.
		(Registrant)
Date: March 27, 2026		By:		/s/ Ron Cook
				Ron Cook
				VP Finance and Accounting

1

Generation Income Properties, Inc. Announces

Conclusion of Review of Strategic Alternatives

and Dissolution of Special Committee

TAMPA, FL / ACCESS Newswire / March 24, 2026 / Generation Income Properties, Inc. (NASDAQ:GIPR) (the “Company”) today announced that the special committee of independent directors (the “Special Committee”) of the Company’s board of directors (the “Board”) has concluded its review of strategic alternatives for the Company and made its strategic recommendation to the Board.

The Company announced in May 2025 that it had formed the Special Committee to identify and consider a range of strategic alternatives, including a potential sale, merger, financing or other transaction. The Special Committee retained Cantor Fitzgerald & Co. as its financial advisor and Vinson & Elkins L.L.P. as its legal advisor. Since May 2025, the Special Committee, with the assistance of its advisors, conducted a broad and comprehensive process actively pursuing value maximizing transactions. After evaluating a full range of strategic alternatives, the Special Committee has unanimously determined, in light of the alternatives available, including non-binding indications of interest received for the sale of the Company, that continuing to operate as an independent, public company and strategically managing the Company’s portfolio to address near-term debt and preferred equity maturities is in the best interests of the Company and its stockholders at this time.

The Board accepted the Special Committee’s recommendation and will pursue this course of action while continuing to consider any inbound indications of interest with respect to a potential transaction that it may receive in the future. The Board may elect to resume its review of strategic alternatives or respond to subsequent opportunities created by the strategic alternatives process in the future. In connection with the conclusion of the Special Committee’s review of strategic alternatives, the Board dissolved the Special Committee. Pursuant to the terms of its engagement letter, Cantor Fitzgerald & Co. will continue to serve as financial advisor.

About Generation Income Properties

Generation Income Properties, Inc., located in Tampa, Florida, is an internally managed real estate investment trust formed to acquire and own, directly and jointly, real estate investments focused on retail, office, and industrial net lease properties in densely populated submarkets. Additional information about Generation Income Properties, Inc. can be found at the Company's corporate website: www.gipreit.com.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “continue,” “anticipate,” “will,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Statements regarding the following subjects, among others, may be forward-looking: continuing operations, strategically managing the Company’s portfolio to address near-term debt and preferred equity maturities, a potential transaction in the future, and the potential pursuit of strategic alternatives in the future. Such statements are based current expectations of management of the Company and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Investors are cautioned that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports that the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as the Company’s subsequent filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. All

forward-looking statements speak only as of the date on which they are made. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

Investor Contacts

Investor Relations

ir@gipreit.com

FAQ

What did Generation Income Properties (GIPR) decide after its strategic alternatives review?

Generation Income Properties decided to continue operating as an independent, public company. After evaluating potential sale, merger, financing, and other transactions, its special committee recommended staying independent, and the board accepted this recommendation while focusing on managing near-term debt and preferred equity maturities.

Why did Generation Income Properties file this 8-K/A amendment?

The amendment was filed solely to delete the word “unanimously” from the second sentence of Item 7.01 in the original March 24, 2026 report. No other changes were made, so the underlying decision and strategic direction disclosed previously remain the same.

What happened to the special committee at Generation Income Properties?

With the strategic alternatives review concluded and a recommendation delivered, the board dissolved the special committee of independent directors. The committee had overseen a broad process since May 2025, evaluating sale, merger, financing, and other potential transactions for the company’s portfolio and capital structure.

Will Generation Income Properties still consider potential sale or merger offers?

Yes. Although the company chose to remain independent, the board stated it will continue to consider inbound indications of interest for potential transactions. It may also resume a broader review of strategic alternatives or revisit opportunities that arose during the prior process in the future.

What is Cantor Fitzgerald & Co.’s role with Generation Income Properties now?

Cantor Fitzgerald & Co. served as financial advisor to the special committee during the strategic review and will continue in that role under its engagement letter. Its ongoing involvement supports evaluation of future inbound transaction interest and financial options related to debt and preferred equity maturities.

What strategic priorities did Generation Income Properties highlight going forward?

The company emphasized continuing operations as an independent public REIT and strategically managing its real estate portfolio. A key focus is addressing near-term debt and preferred equity maturities, while staying receptive to future potential transactions or renewed strategic alternatives if attractive opportunities emerge.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 15.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 55.9 KB