Generation Income Properties (NASDAQ: GIPR) files 12b-25 after 2-minute late 10-K

Rhea-AI Filing Summary

Generation Income Properties, Inc. notified the SEC that it filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 approximately two minutes late. The Form 10-K was filed on March 31, 2026 at about 5:32 p.m. Eastern Time, two minutes after the prescribed 5:30 p.m. deadline. The Company cites technical problems with the transmission process and expects to amend the Form 10-K shortly to correct language in the Report of Independent Registered Public Accounting Firm; the Company does not expect the amendment to change reported results of operations.

Key Figures

Fiscal period end: December 31, 2025 Prescribed filing deadline: 5:30 p.m. Eastern Time (March 31, 2026) Actual filing time: 5:32 p.m. Eastern Time (March 31, 2026) +2 more

5 metrics

Fiscal period end December 31, 2025 Form 10-K fiscal year end

Prescribed filing deadline 5:30 p.m. Eastern Time (March 31, 2026) Form 10-K due date

Actual filing time 5:32 p.m. Eastern Time (March 31, 2026) Form 10-K transmission time (approx.)

Delay length 2 minutes Minutes past prescribed deadline

Company contact phone (813) 448-1234 Ron Cook, Chief Financial Officer

Key Terms

Rule 12b-25, Form 10-K, Report of Independent Registered Public Accounting Firm

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Report of Independent Registered Public Accounting Firm financial

"correct certain language in the Report of Independent Registered Public Accounting Firm"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		☒  Form 10-K ☐  Form 20-F ☐  Form 11-K ☐ Form 10-Q ☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR
		For Period Ended: December 31, 2025
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

PART I — REGISTRANT INFORMATION

GENERATION INCOME PROPERTIES, INC.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

401 East Jackson Street, Suite 3300

(Address of Principal Executive Office (Street and Number))

Tampa, Florida 33602

(City, State and Zip Code)

DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> 4902-2694-3901.1

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Generation Income Properties, Inc. (the “Company”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) by the prescribed due date of 5:30 pm Eastern Time on March 31, 2026 due to technical problems with the Form 10-K transmission process. The Form 10-K was filed on March 31, 2026 at approximately 5:32 p.m. Eastern Time (approximately 2 minutes past the prescribed deadline). Accordingly, the Form 10-K, as amended, is currently available on the Securities and Exchange Commission’s website at www.sec.gov, although the Company anticipates that it will shortly amend the Form 10-K to correct certain language in the Report of Independent Registered Public Accounting Firm included therein.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Ron Cook		813		448-1234
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒  Yes ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒  Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As the Form 10-K has already been filed prior to this Form 12b-25 notification, please see the Form 10-K for detailed information regarding changes in results of operations from the corresponding period. Although the Company anticipates that it will shortly amend the Form 10-K to correct certain language in the Report of Independent Registered Public Accounting Firm included therein, the Company does not expect that such amendment will reflect any change the results of operations as compared to the originally filed Form 10-K.

DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> 4902-2694-3901.1

GENERATION INCOME PROPERTIES, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026 By /s/ Ron Cook

Ron Cook

Chief Financial Officer

DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> 4902-2694-3901.1

FAQ

Why did GIPR file a Form 12b-25 (NT 10-K)?

GIPR filed Form 12b-25 because technical problems delayed transmission of its Form 10-K, resulting in a two-minute late filing on March 31, 2026. The Company reported the delay was due to issues with the Form 10-K transmission process.

When was GIPR's Form 10-K for the year ended December 31, 2025 filed?

The Form 10-K was filed on March 31, 2026 at approximately 5:32 p.m. Eastern Time, about two minutes past the prescribed 5:30 p.m. deadline. The Form 12b-25 notifies the SEC of that late filing.

Will GIPR amend the filed Form 10-K and will results change?

GIPR expects to amend the Form 10-K to correct certain language in the Report of Independent Registered Public Accounting Firm. The Company stated the amendment is not expected to change the results of operations reported in the originally filed Form 10-K.

Has GIPR filed its other required periodic reports in the last 12 months?

Yes. The Form 12b-25 indicates that all other periodic reports required under Sections 13 or 15(d) were filed during the preceding 12 months. No specific missing reports are identified in the notification.

Who is the contact for questions about GIPR's late filing?

Contact Ron Cook, Chief Financial Officer, at (813) 448-1234. He is listed as the person to contact regarding this Form 12b-25 notification and the related Form 10-K filing.