GIPR Generation Income Properties, Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement

The disclosure under Item 2.01 regarding the Purchase and Sale Agreement (as defined below) is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 22, 2026, GIPFL 10002 N Dale Mabry, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its Starbucks-occupied net lease retail property located at 10002 N. Dale Mabry Highway in Tampa, Florida (the “Property”), pursuant to a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), entered into effective as of April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC, as seller, and Andrew Livingstone, as purchaser, and subsequently assigned to 10002 N Dale Mabry, LLC, a Florida limited liability company, as permitted assignee. The Property was sold for a purchase price of $2,964,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $1,959,170.

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by the full text of the Purchase and Sale Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”):

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Unaudited Pro Forma Balance Sheet for the Company as of March 31, 2026

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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026

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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025

The pro forma financial information is based on the historical financial statements of the Company and gives effect to the sale of the Property as if the sale had occurred on January 1, 2025 for the purposes of the unaudited pro forma condensed consolidated statements of operations, and as of March 31, 2026 for the purposes of the unaudited pro forma condensed consolidated balance sheet.

(c) Exhibits

Exhibit No.

Description

10.1

Purchase and Sale Agreement, entered into effective April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC and Andrew Livingstone.

99.1

Unaudited Pro Forma Consolidated Financial Statements.

104

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