STOCK TITAN

Generation Income sets $4.2M Loci redemption amount

Generation Income Properties, Inc. (GIPR) amended the LLC agreement for GIP VB SPE, LLC to extend the mandatory redemption date of Loci Capital’s preferred equity interest from August 31, 2026 to September 30, 2026.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Generation Income Properties, Inc. (GIPR) amended the LLC agreement for GIP VB SPE, LLC to extend the mandatory redemption date of Loci Capital’s preferred equity interest from August 31, 2026 to September 30, 2026. A payoff letter sets the total redemption amount at $4,231,754 if paid on or before that date, including outstanding preferred equity, accrued per diem preferred return, an equity fee and legal expenses, subject to final reconciliation.

The company states that the Loci preferred equity balance has been reduced from approximately $20 million in 2025 to about $4.2 million, as part of efforts to simplify its capital structure and reduce higher-cost capital obligations. Upon payment of the redemption amount, Loci Capital’s interest in GIP VB SPE, LLC would be fully redeemed and retired, eliminating its rights and obligations with respect to that vehicle, although the company cautions there is no assurance the redemption will be completed by September 30, 2026.

Positive

  • Preferred equity balance cut from ~$20 million to ~$4.2 million, reflecting substantial reduction of higher-cost capital obligations and progress toward a simpler capital structure.
  • If the $4.2 million redemption is completed by September 30, 2026, Loci Capital’s preferred equity interest in GIP VB SPE, LLC will be fully redeemed and retired, removing this layer of preferred capital from the structure.

Negative

  • The company notes there is no assurance it will be able to complete the preferred equity redemption by September 30, 2026, introducing timing and financing execution risk.
  • Forward-looking statements highlight the risk that additional sources of capital may not be available on acceptable terms, which could affect the ability to redeem the preferred equity and pursue balance sheet initiatives.

Filing Explained

As of June 30, 2026, GIPR reported $2,029,661 in cash, versus the $4,231,754 payoff required by September 30, 2026; the filing therefore does not show that reported cash alone would cover the redemption, which remains uncompleted and conditional on payment.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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, or exhibit attachments filed with this report.
Redemption amount for Loci preferred equity $4,231,754 Total amount required to fully redeem Loci Capital’s remaining preferred equity interest on or before September 30, 2026
Approximate redemption amount referenced in press release $4.2 million Approximate payoff amount if redemption occurs on or before September 30, 2026
Prior Loci preferred equity balance $20 million (approximate) Outstanding preferred equity balance in 2025 before reductions
Current Loci preferred equity balance $4.2 million (approximate) Outstanding preferred equity balance at the time of the announcement
Extended mandatory redemption date September 30, 2026 New Mandatory Redemption Date for Loci Capital’s preferred equity under the amended LLC agreement
Mandatory Redemption Date financial
"extends the Mandatory Redemption Date for the redemption of the Loci Member’s preferred equity interest"
preferred equity financial
"the redemption of the Loci Member’s preferred equity interest in GIPR Portfolio Co."
Preferred equity is a type of investment that sits between common stock and debt in a company's financial structure. It typically offers investors priority in receiving dividends and getting their money back if the company runs into trouble, making it somewhat safer than regular shares. Investors value preferred equity because it provides a steady income stream while still allowing some participation in the company's success.
payoff letter financial
"Loci Capital delivered a payoff letter, dated August 31, 2026"
capital structure financial
"ongoing efforts to simplify its capital structure, reduce higher-cost capital obligations"
Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.
forward-looking statements regulatory
"This press release may contain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did GIPR (Generation Income Properties, Inc.) announce regarding Loci Capital’s preferred equity?

GIPR announced an amendment extending the mandatory redemption date of Loci Capital’s preferred equity in GIP VB SPE, LLC to September 30, 2026, with a payoff letter setting a total redemption amount of about $4.2 million if paid on or before that date.

How much has GIPR reduced the Loci preferred equity balance so far?

Management reports the outstanding Loci preferred equity balance has been reduced from approximately $20 million in 2025 to about $4.2 million as of the announcement, reflecting efforts to reduce capital obligations and strengthen the balance sheet.

What happens if GIPR completes the $4.2 million redemption by September 30, 2026?

If the redemption amount is paid on or before September 30, 2026, Loci Capital’s interest in GIP VB SPE, LLC will be fully redeemed and retired, and Loci Capital will have no further interests, rights, liabilities or obligations with respect to that entity and its affiliates.

Is GIPR guaranteed to complete the preferred equity redemption by September 30, 2026?

No. The company explicitly states there can be no assurance that the redemption will be completed by September 30, 2026, and notes risks that needed capital may not be available on acceptable terms.

What is the strategic goal of GIPR’s actions described in this 8-K?

Management states these steps are part of efforts to simplify the capital structure, reduce higher-cost capital obligations and strengthen the financial position, with the planned elimination of the Loci preferred equity interest seen as meaningful progress toward long-term shareholder value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 31, 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.

 


Item 1.01 Entry into a Material Definitive Agreement.

On August 31, 2026, Generation Income Properties, L.P., the operating partnership of Generation Income Properties, Inc. (the “Company”), in its capacity as a member and as the manager of GIP VB SPE, LLC (“GIPR Portfolio Co”), entered into an Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement of GIP VB SPE, LLC, dated August 10, 2023, as previously amended (the “LLC Agreement”), with LC2-NNN Pref, LLC, an affiliate of Loci Capital (the “Loci Member”).

The Amendment extends the Mandatory Redemption Date (as defined in the LLC Agreement) for the redemption of the Loci Member’s preferred equity interest in GIPR Portfolio Co. under Section 4.3(b) of the LLC Agreement from August 31, 2026 to September 30, 2026.

In connection with the Amendment, Loci Capital delivered a payoff letter, dated August 31, 2026 (the “Payoff Letter”), setting forth the amount required to fully redeem, on or before September 30, 2026, its remaining preferred equity interest in GIPR Portfolio Co., consisting of the outstanding preferred equity balance, accrued per diem preferred return, an equity fee and outstanding legal expenses, for a total redemption amount of $4,231,754, subject to customary final accounting reconciliation adjustments. The Payoff Letter provides that, upon receipt of the redemption amount on or before September 30, 2026, Loci Capital's interest in GIPR Portfolio Co. will be fully redeemed and retired, and Loci Capital will no longer have any interests, rights, liabilities or obligations in or from GIPR Portfolio Co. and its affiliates, owners, managers or stakeholders. There can be no assurance the redemption will be completed by September 30, 2026.

The foregoing descriptions of the Amendment and the Payoff Letter are qualified in their entirety by reference to the full text of those documents, filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 4, 2026, the Company issued a press release announcing the matters described in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and 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 of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit

No.

 

Description

 

 

 

10.1

 

Amendment to Amended and Restated Limited Liability Company Agreement of GIP VB SPE, LLC, dated August 31, 2026, by and among Generation Income Properties, L.P. and LC2-NNN Pref, LLC.

10.2

 

Payoff Letter, dated August 31, 2026, from LC2-NNN Pref, LLC to Generation Income Properties, L.P. regarding the redemption of the Loci Membership Interest in GIP VB SPE, LLC.

99.1

 

Press Release dated September 4, 2026.

104

 

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K 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 Form 8-K, 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 Company's plans to redeem outstanding preferred equity interests and future financing activities may be forward-looking statements. Such statements are based on 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. These risks and uncertainties include, among others, the risk that the Company may not be able to timely redeem outstanding preferred equity and the risk that additional sources of capital may not be available to the Company on acceptable terms. Please also 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/A for the year ended December 31, 2025 filed with the SEC on April 3, 2026, 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.

 


SIGNATURES

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

 

 

 

GENERATION INCOME PROPERTIES, INC.

 

 

 

 

Date:

September 4, 2026

By:

/s/ Ron Cook

 

 

 

Ron Cook
Principal Finance and Accounting Officer

 


Generation Income Properties Announces Preferred Equity Reduction and Extension of Preferrd Equity Mandatory Redemption Date

 

TAMPA, Fla., September 4, 2026 – Generation Income Properties, Inc. (NASDAQ: GIPR) ("GIPR" or the "Company") today provided an update on its ongoing efforts to simplify its capital structure, reduce higher-cost capital obligations and strengthen its financial position.

The Company has reached an agreement with Loci Capital providing for the extension of the mandatory redemption date of Loci Capital's preferred equity interest in GIP VB SPE, LLC ("GIPR Portfolio Co") to September 30, 2026. Pursuant to a payoff letter dated August 31, 2026, the redemption amount is approximately $4.2 million if the redemption occurs on or before September 30, 2026.

The outstanding preferred equity balance has been reduced substantially from approximately $20 million in 2025 to approximately $4.2 million today, reflecting the Company's continued efforts to reduce its outstanding capital obligations and improve its balance sheet.

Upon payment of the redemption amount, Loci Capital's interest in GIPR Portfolio Co. will be fully redeemed, and Loci Capital will no longer have any interests, rights, liabilities or obligations with respect to GIPR Portfolio Co. and its affiliates, owners, managers or stakeholders.

"Over the past several months, we have remained focused on simplifying our balance sheet, reducing our capital obligations and strengthening our financial position," said David Sobelman, Chief Executive Officer of Generation Income Properties. "Reducing the Loci preferred equity balance from approximately $20 million to approximately $4 million represents meaningful progress. We are actively working on efforts to complete the full redemption on or before September 30, which would mark another important step toward a more streamlined capital structure and greater financial flexibility for the Company."

Management believes the reduction to date, together with the planned elimination, of the Loci Capital preferred equity interest, together with the Company’s ongoing balance sheet initiatives, represents meaningful progress in the Company's efforts to strengthen its financial position and support long-term shareholder value. There is no assurance that the Company will be able to fully redeem the preferred equity balance by September 30, 2026.

Additional public announcements regarding the Company's balance sheet initiatives and efforts to redeem the preferred equity will be made as information available.

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 Company's plans to redeem outstanding preferred equity interests and future financing activities may be forward-looking statements. Such statements are based on 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. These risks and uncertainties include, among others, the risk that the Company may not be able to timely redeem outstanding preferred equity and the risk that additional sources of capital may not be available to the Company on acceptable terms. Please also 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/A for the year ended December 31, 2025 filed with the SEC on April 3, 2026, 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 Relations Contact

Generation Income Properties, Inc.

401 East Jackson Street, Suite 3300

Tampa, Florida 33602

ir@gipreit.com

(813) 448-1234

 

 


Filing Exhibits & Attachments

4 documents