Zoned Properties signs 14-year net leases with $9M sale option

Rhea-AI Filing Summary

Zoned Properties, Inc., through three indirect subsidiaries, entered into amended and restated absolute net leases for its Chino Valley, Green Valley, and Kingman cannabis properties, each with a 14-year term starting January 1, 2026 and ending December 31, 2039, contingent on a change of control of the tenants and transfer of the related cannabis licenses to A&R Consultants, LLC or its designee, which will guarantee the leases. The leases include base rents set by property, with examples of monthly rent of $3,500 for Green Valley and $4,000 for Kingman.

The tenants also receive a short-term option to purchase all three properties together for $9.0 million, with an option period ending March 30, 2026 and closing required by June 30, 2026, funded by a $400,000 non-refundable deposit, a $4.0 million cash down payment, and $5.0 million of seller financing at 7% interest over 36 months. In a related consent agreement for the Chino Valley property, the landlord’s approval of a sale transaction is conditioned on receiving $389,983.87 of past-due amounts and $965,000 as compensation for rent concessions, after which the existing guarantor will be released for post-closing periods and A&R Consultants, LLC is expected to provide a new guaranty.

Insights

Real estate and REIT analyst

Long-term leases with a bundled sale option reshape Zoned Properties’ Arizona portfolio economics.

The company, via three subsidiaries, signed 14-year absolute net leases for its Chino Valley, Green Valley, and Kingman properties, effective from January 1, 2026 through December 31, 2039. Absolute net structures generally place taxes, insurance, and maintenance obligations on tenants, which can stabilize landlord cash flows. Example base rents include monthly amounts of $3,500 for Green Valley and $4,000 for Kingman, while Chino Valley uses a step-up schedule.

The leases are contingent on a tenant change-of-control and transfer of cannabis licenses to A&R Consultants, LLC or its designee, with A&R Consultants, LLC providing payment and performance guarantees. This adds counterparty concentration and dependence on successful license transfers and transaction closings. The documents also grant a right of first refusal and a short-term exclusive option to purchase all three properties together.

The purchase option allows the tenants to buy the portfolio for $9.0 million, with a $400,000 non-refundable deposit, a $4.0 million cash down payment, and $5.0 million of seller financing at 7% over a 36‑month term, using a 15‑year amortization and a balloon at maturity. A related consent agreement for Chino Valley conditions landlord approval on receiving $389,983.87 for past-due amounts and $965,000 as compensation for rent concessions, then releasing the existing guarantor for post-closing periods and substituting A&R Consultants, LLC as guarantor.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new agreements did Zoned Properties (ZDPY) enter into for its Arizona properties?

Zoned Properties, through Chino Valley Properties, LLC, Green Valley Group, LLC and Kingman Property Group, LLC, entered into Amended and Restated Absolute Net Lease Agreements for the Chino Valley, Green Valley, and Kingman properties, each with a 14-year term beginning January 1, 2026 and ending December 31, 2039.

What are the key terms of the purchase option in Zoned Properties (ZDPY) leases?

The tenants have a short-term exclusive option to purchase all three properties together for an aggregate price of $9.0 million, with an option period ending March 30, 2026 and closing required by June 30, 2026. The structure includes a $400,000 non-refundable deposit, a $4.0 million cash down payment at closing, and $5.0 million of seller financing at 7% interest over 36 months with a 15-year amortization and balloon payment.

How is rent structured under the new Zoned Properties (ZDPY) lease agreements?

Base rent varies by property and is detailed in rent schedules. Examples include monthly base rent of $3,500 for the Green Valley property and $4,000 for the Kingman property, while the Chino Valley property has a step-up rent schedule.

What conditions must be met for the new lease terms to take effect for Zoned Properties (ZDPY)?

The leases are contingent on a change of control transaction for the tenants, including transfer of majority ownership and control and the related cannabis license to A&R Consultants, LLC or its designee. A&R Consultants, LLC is to provide a guaranty of payment and performance for each lease.

What did the consent agreement for the Chino Valley property require from the tenant transaction?

The consent agreement requires payment at closing of $389,983.87 for past due rent, additional rent, and late charges, plus $965,000 as compensation for rent concessions. After these payments, the existing guarantor is released from liability for periods after closing, and A&R Consultants, LLC is expected to execute a new guaranty.

Does the Zoned Properties (ZDPY) portfolio receive any additional rights under these leases?

Yes. The leases include a right of first refusal with a period of up to 60 days, and the tenants’ short-term exclusive option to purchase all three properties on an all-or-none basis for $9.0 million.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 30, 2025

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, 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 (see General Instruction A.2.)

☐ 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
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 31, 2025, Zoned Properties, Inc. (the “Company”), through its indirect wholly owned subsidiaries Chino Valley Properties, LLC, Green Valley Group, LLC and Kingman Property Group, LLC (collectively, the “Landlords”), entered into Amended and Restated Absolute Net Lease Agreements (the “A&R Leases”) with the respective tenant entities Broken Arrow Herbal Center, Inc. (Chino Valley and Green Valley) and CJK, Inc. (Kingman) (each, a “Tenant”), each with an effective date of January 1, 2026.

Each A&R Lease provides for an initial term of 14 years commencing January 1, 2026 and ending December 31, 2039, unless earlier terminated pursuant to its terms. The A&R Leases are contingent upon, among other conditions, the consummation of a change of control transaction involving the Tenant(s), including the transfer of majority ownership and control of the applicable Tenant to A&R Consultants, LLC (or its designee) and the transfer of the applicable cannabis license to A&R Consultants, LLC (or its designee). Pursuant to the A&R Leases, A&R Consultants, LLC will provide a guaranty of payment and performance in favor of each Landlord. Base rent under the A&R Leases varies by property and is set forth in the respective rent schedules (including, for example, monthly base rent of $3,500 for the Green Valley property and $4,000 for the Kingman property, and a step-up schedule for the Chino Valley property).

The A&R Leases include, among other provisions, (i) a right of first refusal with a right of first refusal period of up to 60 days and (ii) a short-term exclusive option that permits the Tenant to purchase, on an all-or-none basis, the three leased properties (Chino Valley, Green Valley and Kingman) for an aggregate purchase price of $9.0 million (the “Purchase Option”). The Purchase Option may be exercised during an option period ending March 30, 2026, and if exercised, requires a closing no later than June 30, 2026. The Purchase Option contemplates (a) a $400,000 non-refundable earnest money deposit to be applied toward the down payment, (b) a $4.0 million cash down payment at closing, and (c) $5.0 million of seller financing. The seller financing would bear interest at 7% per annum over a 36-month term with payments calculated on a 15-year amortization schedule and a balloon payment at maturity, and would be secured by loan documentation (including a loan agreement, promissory note and deeds of trust) against all three properties. The properties would be conveyed on an as-is/where-is basis without representations or warranties from the applicable landlord/seller.

In connection with the anticipated change of control transaction for the Chino Valley Tenant, on December 30, 2025, the Company, through Chino Valley Properties, LLC, entered into a Consent of Landlord and Agreement Regarding Lease (the “Consent Agreement”) with Broken Arrow Herbal Center, Inc., AC Management Group, LLC (the existing guarantor), A&R Consultants, LLC (the new guarantor) and Elevate Holdings, Group, LLC. The Consent Agreement provides, among other things, that the Landlord’s consent to the sale transaction is conditioned on the payment to Landlord at closing of (i) $389,983.87 for past due rent, additional rent and late charges and (ii) $965,000 as compensation for rent concessions reflected in the A&R Lease. Upon receipt of such amounts, the Consent Agreement provides for the release of the existing guarantor from liability for periods after closing and contemplates that A&R Consultants, LLC will execute a new guaranty of the A&R Lease.

The foregoing descriptions of the A&R Leases, the Purchase Option and the Consent Agreement are qualified in their entirety by reference to the full text of such agreements. Copies of the foregoing agreements are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amended and Restated Absolute Net Lease Agreement, dated December 31, 2025, by and between Chino Valley Properties, LLC and Broken Arrow Herbal Center, Inc.
10.2		Amended and Restated Absolute Net Lease Agreement, dated December 31, 2025, by and between Green Valley Group, LLC and Broken Arrow Herbal Center, Inc.
10.3		Amended and Restated Absolute Net Lease Agreement, dated December 31 2025, by and between Kingman Property Group, LLC and CJK, Inc.
10.4		Consent of Landlord and Agreement Regarding Lease, dated December 30, 2025, by and among Chino Valley Properties, LLC, Broken Arrow Herbal Center, Inc., AC Management Group, LLC, and A&R Consultants, LLC.Herbal Center, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	ZONED PROPERTIES, INC.
Dated: January 5, 2026	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

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