Debt-for-equity swap lifts insider stake at Generation Income Properties (GIPR)

Rhea-AI Filing Summary

Generation Income Properties, Inc. and its operating partnership entered into a Debt Conversion Agreement with the David E. Sobelman Revocable Trust on July 24, 2026. The parties agreed to convert $120,000 of outstanding debt under a $610,000 promissory note into 162,163 shares of common stock.

Following this debt-for-equity exchange, David Sobelman, the company’s Chairman, President and CEO, was reported as beneficially owning 396,160 shares of common stock, representing 33.22% of the outstanding class. The stated purpose of the transaction was to convert debt into equity.

Key Figures

Debt Converted: $120,000 Shares Issued in Conversion: 162,163 shares Original Note Principal: $610,000 +2 more

5 metrics

Debt Converted $120,000 Portion of outstanding debt under the promissory note converted into common stock

Shares Issued in Conversion 162,163 shares Common stock issued in exchange for the converted debt

Original Note Principal $610,000 Original principal amount of the promissory note owed to the Sobelman Trust

Beneficial Ownership 396,160 shares Shares beneficially owned by David Sobelman after the transaction

Ownership Percentage 33.22% Portion of Generation Income Properties common stock beneficially owned by David Sobelman

Key Terms

Debt Conversion Agreement, Promissory Note, beneficially owned, Sole Voting Power, +1 more

5 terms

Debt Conversion Agreement financial

"entered into a Debt Conversion Agreement (the "Debt Conversion Agreement")."

Promissory Note financial

"under that certain Promissory Note, dated as of May 29, 2025"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 185,562.77"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"| 9 | Sole Dispositive Power 185,562.77 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

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Available on EDGAR 07/28/2026 - 03:32 PM Accepted by SEC EDGAR 07/28/2026 - 03:31 PM Learn about SEC filing dates

FAQ

What transaction did Generation Income Properties (GIPR) complete with the Sobelman Trust?

Generation Income Properties completed a Debt Conversion Agreement with the David E. Sobelman Revocable Trust, converting $120,000 of outstanding debt into 162,163 shares of common stock, par value $0.01 per share, issued by the company.

How much debt of GIPR was converted to equity in this agreement?

The agreement converted $120,000 of debt into equity. This amount was part of a $610,000 promissory note owed by Generation Income Properties’ operating partnership to the David E. Sobelman Revocable Trust.

How many Generation Income Properties (GIPR) shares were issued in the debt conversion?

The debt conversion resulted in the issuance of 162,163 shares of Generation Income Properties common stock. These shares were issued in exchange for $120,000 of outstanding debt under a previously issued promissory note.

What is David Sobelman’s reported ownership stake in GIPR after the transaction?

David Sobelman is reported as beneficially owning 396,160 shares of Generation Income Properties common stock, representing 33.22% of the class. This stake reflects his holdings following the completion of the debt conversion transaction.

What was the original principal amount of the note involved in GIPR’s debt conversion?

The debt conversion involved a promissory note with an original principal amount of $610,000. From this note, $120,000 of outstanding debt was converted into 162,163 shares of Generation Income Properties common stock.

What role does David Sobelman hold at Generation Income Properties (GIPR)?

David Sobelman serves as Chairman, President, and CEO of Generation Income Properties. He is also the reporting person in this Schedule 13D and is associated with the David E. Sobelman Revocable Trust involved in the debt conversion.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GENERATION INCOME PROPERTIES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

37149D402

(CUSIP Number)

David Sobelman
401 EAST JACKSON STREET, SUITE 3300
TAMPA, FL, 33602
813-448-1234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 37149D402

1

Name of reporting person

Sobelman David

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 185,562.77
8	Shared Voting Power 0.00
9	Sole Dispositive Power 185,562.77
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

185,562.77

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.56 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: GENERATION INCOME PROPERTIES, INC.
(c)	Address of Issuer's Principal Executive Offices: 401 EAST JACKSON STREET, SUITE 3300, TAMPA, FLORIDA , 33602.
Item 2.	Identity and Background
(a)	David Sobelman
(b)	401 EAST JACKSON STREET, SUITE 3300, TAMPA, FL, 33602
(c)	Chairman, President, CEO
(d)	N/A
(e)	N/A
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On July 24, 2026, Generation Income Properties, Inc., a Maryland corporation (the "Company"), Generation Income Properties, L.P., a Delaware limited partnership and the operating partnership of the Company (the "Operating Partnership"), and the David E. Sobelman Revocable Trust (the "Sobelman Trust"), entered into a Debt Conversion Agreement (the "Debt Conversion Agreement"). Pursuant to the Debt Conversion Agreement, the Operating Partnership and the Sobelman Trust agreed to convert $120,000 of the outstanding debt (the "Converted Debt") owed by the Operating Partnership to the Sobelman Trust under that certain Promissory Note, dated as of May 29, 2025, issued by the Operating Partnership in the original principal amount of $610,000 (the "Note"), into 162,163 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock").
Item 4.	Purpose of Transaction
	The purpose was to convert debt into shares.
Item 5.	Interest in Securities of the Issuer
(a)	396,160 shares 33.22%
(b)	396,160
(c)	On July 24, 2026, the Company, Generation Income Properties, L.P., a Delaware limited partnership and the Operating Partnership, and the Sobelman Trust, entered into the Debt Conversion Agreement. Pursuant to the Debt Conversion Agreement, the Operating Partnership and the Sobelman Trust agreed to convert $120,000 of the Converted Debt owed by the Operating Partnership to the Sobelman Trust under that certain Promissory Note, dated as of May 29, 2025, issued by the Operating Partnership in the original principal amount of the Note, into 162,163 shares of common stock, par value $0.01 per share, of the Common Stock.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sobelman David

Signature:	/s/ David Sobelman
Name/Title:	Chairman, President, CEO
Date:	07/28/2026