Generation Income Properties (NASDAQ: GIPR) to remain independent

Rhea-AI Filing Summary

Generation Income Properties, Inc. has completed a months-long review of strategic alternatives and decided to remain an independent, publicly traded company. A special committee of independent directors, advised by Cantor Fitzgerald & Co. and Vinson & Elkins L.L.P., evaluated potential options including a sale, merger, financing or other transaction.

After considering non-binding indications of interest to buy the company, the committee unanimously recommended continuing current operations and focusing on managing near-term debt and preferred equity maturities. The board accepted this recommendation, dissolved the special committee, and will continue to consider any future inbound transaction proposals while Cantor Fitzgerald & Co. remains financial advisor.

Insights

REIT and capital markets analyst

Generation Income Properties will remain independent after ending its strategic review.

Generation Income Properties, Inc. created a special committee in May 2025 to explore strategic alternatives, including a possible sale or merger. With Cantor Fitzgerald & Co. as financial advisor, the committee ran a broad process and received non-binding indications of interest for a sale.

After evaluating those options, the committee concluded that staying independent and prioritizing management of near-term debt and preferred equity maturities best serves stockholders. The board adopted this recommendation and dissolved the committee, but will still consider inbound offers. Cantor Fitzgerald & Co. continues as financial advisor, supporting potential future opportunities that may arise.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

(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. ☐

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 unanimously 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.

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

Exhibit No.		Description
99.1 104		Press Release dated March 24, 2026. Cover Page Interactive Data File-the cover page XBRL tags are 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 24, 2026	By:	/s/ Ron Cook
			Ron Cook Principal Finance and Accounting Officer

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 strategic decision did Generation Income Properties (GIPR) announce?

Generation Income Properties decided to remain an independent, publicly traded company. After reviewing potential sales, mergers, financings, and other transactions, its special committee concluded that continuing operations and managing near-term debt and preferred equity maturities best serves stockholders at this time.

What was the role of the special committee at Generation Income Properties (GIPR)?

The special committee of independent directors was formed in May 2025 to review strategic alternatives. It evaluated a broad range of options, including a potential sale or merger, and ultimately recommended that the company remain independent and focus on addressing near-term debt and preferred equity maturities.

Did Generation Income Properties (GIPR) receive offers to be acquired?

The company reports receiving non-binding indications of interest for a potential sale. After reviewing these and other alternatives, the special committee unanimously determined that continuing as an independent public company was in stockholders’ best interests, and the board accepted this recommendation.

What happens to the special committee at Generation Income Properties now?

With the strategic review concluded, the board dissolved the special committee. The board will continue considering any inbound indications of interest for future transactions, and may resume a broader review of strategic alternatives if new opportunities emerge from the prior process.

Is Cantor Fitzgerald still advising Generation Income Properties (GIPR)?

Yes. Under the terms of its engagement letter, Cantor Fitzgerald & Co. will continue serving as financial advisor. It previously assisted the special committee’s strategic review and can now support the company as it manages its portfolio and evaluates any future inbound transaction interest.

What is the business focus of Generation Income Properties (GIPR)?

Generation Income Properties is an internally managed real estate investment trust headquartered in Tampa, Florida. It focuses on acquiring and owning net lease retail, office, and industrial properties in densely populated submarkets, investing both directly and through joint ownership structures across these property types.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 15.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 44.7 KB