Note 8 – Equity

Authorized Equity

The Company is authorized to issue up to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock of which 240,000 were designated as Series A Preferred Stock. Holders of the Company’s common stock are entitled to receive dividends when authorized by the Company’s Board of Directors.

In January 2024, the Company redeemed all 240,000 shares of its Series A Preferred Stock from its preferred shareholders, Modiv and their affiliates, and exchanged them for 279,460 shares of common stock.

Issuance of Equity Securities

On November 13, 2020, the Company raised $1,000,000 by issuing 50,000 Units with each Unit being comprised of one share of its Common Stock, and one warrant to purchase one share of its Common Stock. Each Unit was sold for a price of $20.00 per Unit. The shares of the Company's Common Stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $20.00 per share of Common Stock, subject to adjustment in certain circumstances, and will expire seven years from the date of issuance.

In January 2024, the Company declared and paid final preferred stock dividends of $95,000 to holders of its Series A Preferred Stock shares. In January 2024, the Company also paid another $95,000 dividend on the Series A Preferred Stock declared in December 2023 and accrued as of December 31, 2023. On June 27, 2024, the Operating Partnership and an accredited investor entered into a Unit Purchase Agreement (the "June 2024 Unit Purchase Agreement") pursuant to which the Operating Partnership issued and sold to the investor 50,000 Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase price of $2,500,000 in cash. Under the terms of the Series A Preferred Units, the investor will be paid cumulative cash distributions in the amount of $0.325 per Series A Preferred Unit per year, payable monthly in arrears, on or about the 15th day of each month. Each of the investor and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return, provided that the Operating Partnership may (with the prior written consent of the investor) cause the redemption price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03 plus any accrued but unpaid Series A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the investor may exercise the foregoing redemption right within the 30-day period following such failure.

On July 24, 2024, the Operating Partnership of Generation Income Properties, Inc. (the "Company"), entered into a Fifth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "LPA Amendment"), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to LMB Owenton I LLC ("Contributor") in the form of Series B-1 Preferred Units (the "Series B-1 Preferred Units"). Also on July 24, 2024, the Operating Partnership and the Contributor entered into a Contribution and Exchange Agreement (the "Contribution Agreement") pursuant to which the Contributor contributed 15,519 Common Units in exchange for 15,519 Series B-1 Preferred Units. If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the Series B-1 Preferred Units will be paid cash distributions in the amount of $0.117 per Series B-1 Preferred Unit per quarter, subject to prior payment of any preferred return on senior preferred units of the Operating Partnership. The Contributor will have the right to cause the Operating Partnership to redeem the Series B-1 Preferred Units after two (2) years for either (i) cash in an amount equal to $7.15 per Series B-1 Preferred Unit or (ii) a number of shares of common stock of the Company equal to the number of Series B-1 Preferred Units being redeemed multiplied by 1.00, plus, in each case, an amount equal to all dividends accrued and unpaid thereon.

On February 6, 2025, the Operating Partnership entered into a Sixth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "Sixth Amendment"), pursuant to which the General Partner designated a new class of 69,847 Series B-2 Preferred Units and authorized their issuance and sale at a purchase price of $6.00 per unit. The Series B-2 Preferred Units were issued to Lloyd M. Bernstein ("Bernstein") in connection with a Contribution and Subscription Agreement, dated February 6, 2025, pursuant to which the Operating Partnership acquired all of the issued and outstanding membership interests in LMB Lewiston, LLC, LMB Ft. Kent, LLC and LMB Auburn Hills I, LLC. Holders of the Series B-2 Preferred Units are entitled to cumulative cash distributions of $0.33 per unit per year, payable monthly in arrears on or before the 12th day of each month, commencing February 6, 2025. Beginning on the second anniversary of issuance, a holder may require the Operating Partnership to redeem all or a portion of its Series B-2 Preferred Units for REIT Shares at a 1.0x multiplier plus accrued and unpaid distributions in cash; beginning on the fifth anniversary of

issuance, a holder may instead require redemption for cash at $4.00 per unit plus accrued and unpaid distributions. The Series B-2 Preferred Units rank senior to Common Units and LTIP Units as to distributions, on parity with the Series A Preferred Units and Series B-1 Preferred Units as to distributions, and on parity with Common Units and LTIP Units as to liquidation.

On February 10, 2026, the Company entered into an Amended and Restated Convertible Note (the "First Amended Note") in the principal amount of $551,437 with Silverback Capital Corporation (the "Noteholder"). The First Amended Note amends and restates that certain Secured Promissory Note, dated April 25, 2025, in the original principal amount of $1,000,000 originally issued to Brown Family Enterprises LLC in exchange for a loan to the Company. The Original Note was sold and assigned to the Noteholder on February 10, 2026 and amended by the Company and the Noteholder on such date. The First Amended Note amended and restated the Original Note by changing the maturity date to February 10, 2027 and changing the interest rate to 9% per annum simple interest. The First Amended Note was convertible into shares of Company common stock ("Conversion Shares"), subject to customary beneficial ownership limitations, at a conversion price of 80% of the "Market Price" (as defined in the First Amended Note) of the Company's common stock at the time of conversion. On February 24, 2026, the First Amended Note was further amended and restated by a second Amended and Restated Convertible Note (the "Second Amended Note"), which amended the First Amended Note by (i) changing the maturity date to February 24, 2027, (ii) providing that the conversion price shall not be less than a floor of $0.10 per share, and (iii) providing that the Second Amended Note may not be converted into a number of shares of Company common stock that exceeds 19.9% of the outstanding shares of Company common stock on the date of the Second Amended Note unless the Company obtains stockholder approval in accordance with the applicable rules of the Nasdaq Stock Market. The Company has determined that the Second Amended Note will be settled entirely through the issuance of shares of common stock, which have been reserved for conversion and are considered issued but not yet outstanding until delivered to the Noteholder. During the six months ended June 30, 2026, the Noteholder converted an aggregate of $256,397 of principal and accrued interest into 105,393 Conversion Shares, of which 49,693 shares were delivered during the three months ended March 31, 2026 and 55,700 shares were delivered during the three months ended June 30, 2026, reducing the outstanding balance of the Second Amended Note to $295,039 as of June 30, 2026. As the Second Amended Note is classified as an equity instrument, no interest expense has been recognized in connection with the Second Amended Note during the six months ended June 30, 2026, and no liability has been recorded on the Company's consolidated balance sheet in connection with the note.

On June 1, 2026, the Company completed a public offering (the "Offering") of common stock and Common Warrants to purchase shares of common stock (the "Common Warrants"), at a public offering price of $0.21 per share. The Company also offered to each purchaser whose purchase would otherwise result in beneficial ownership exceeding 4.99% (or, at the purchaser's election, 9.99%) of outstanding common stock the option to receive, in lieu of shares, Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for the same number of shares at a nominal exercise price of $0.0001 per share, with the public offering price per Pre-Funded Warrant equal to the public offering price per share and accompanying Common Warrant, less $0.0001. The Common Warrants have an exercise price of $0.21 per share, are exercisable immediately upon issuance, and expire five years from the date of issuance (June 1, 2031). The Pre-Funded Warrants are exercisable immediately and do not expire until exercised in full. The number of Common Warrants sold did not vary based on the mix of shares and Pre-Funded Warrants purchased; each share or Pre-Funded Warrant sold in the Offering carried one accompanying Common Warrant. If the Company effects a share split, share dividend, reverse stock split or similar event within the two-year period following issuance of the Common Warrants, the exercise price will be reduced to the lowest volume-weighted average price during the five trading days before and after the event, subject to a floor exercise price of $0.0562 per share, with the number of shares issuable proportionately increased to preserve the aggregate exercise price payable.

Pursuant to the Offering, purchasers acquired 2,205,000 Pre-Funded Warrants and 177,500 shares of common stock, together with an aggregate of 23,825,000 accompanying Common Warrants, of which 177,500 accompanied the shares of common stock and 2,205,000 accompanied the Pre-Funded Warrants, for aggregate gross proceeds of $5,001,060. In connection with the offering, the Company paid the placement agent 7.0% of gross proceeds plus reimbursement of the placement agent's out-of-pocket costs and expenses of $85,000. The Company's directors and executive officers entered into lock-up agreements restricting the sale of common stock for 90 days following closing, subject to certain exceptions.

The Offering closed on June 1, 2026. After deducting the placement agent fee and offering expenses, the Company received net proceeds of $4,565,833.

On July 24, 2026, the Operating Partnership, the Company and the David E. Sobelman Revocable Trust, of which the Company's Chief Executive Officer is trustee, entered into a Debt Conversion Agreement pursuant to which $120,000 of outstanding debt owed by the Operating Partnership to the Sobelman Trust was converted into 16,216 shares of the Company's common stock, at a conversion price of $0.74 per share, the Nasdaq Official Closing Price of the common stock on July 23, 2026. The converted portion of the debt was deemed paid in full and extinguished upon conversion. See Note 10 -

Related Party Transactions and Note 12 - Subsequent Events for further discussion.

Amendments to Preferred Units

On April 16, 2026, the Operating Partnership entered into the Seventh Amendment to the Amended and Restated Limited Partnership Agreement (the "Seventh Amendment") to modify the redemption terms and update the protective provisions applicable to the Series A Preferred Units. Pursuant to the Seventh Amendment, beginning on June 27, 2026, the redemption price ("Applicable Redemption Price") equals $5.00 plus $0.075 multiplied by the number of full years elapsed since the original issuance date of June 27, 2024, plus any accrued but unpaid distributions, equal to $5.150 per unit on or after June 27, 2026 but prior to June 27, 2027; $5.225 per unit on or after June 27, 2027 but prior to June 27, 2028; $5.300 per unit on or after June 27, 2028 but prior to June 27, 2029; and $5.375 per unit on or after June 27, 2029. The Operating Partnership may, with the prior written consent of the investor, satisfy the redemption price through the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03, plus any accrued but unpaid distributions. If the Operating Partnership fails to declare and pay distributions on the Series A Preferred Units for a period of three consecutive months, the investor may exercise its redemption right within the 30-day period following such failure at the then-applicable Applicable Redemption Price, without regard to the 180-day notice requirement otherwise applicable to a voluntary redemption. Following expiration of the initial term on June 27, 2026, the Series A Preferred Unit designation will automatically extend for up to three successive one-year extension periods ending no later than June 27, 2029, unless the investor has timely delivered a notice of redemption no later than 180 days prior to the expiration of the then-current term or extension period. Prior to June 27, 2029, the Operating Partnership may not issue any Senior Preferred Units without the written consent or affirmative vote of the requisite holders of the Series A Preferred Units.

On July 16, 2026, the Operating Partnership, the Company and LMB Owenton I LLC entered into the Eighth Amendment, which amended and restated in its entirety the terms of the Series B-1 Preferred Units. Pursuant to the amendment, LMB Owenton I LLC irrevocably waived its right to redeem the Series B-1 Preferred Units for cash. After July 24, 2026, the holder may tender its Series B-1 Preferred Units for exchange into shares of the Company's common stock on a one-for-one basis (as adjusted for the Company's 1-for-10 reverse stock split effected July 9, 2026), unless the Company or the Operating Partnership elects, in its sole discretion, to settle in cash or a combination of cash and common stock. Based on this change, the Company has determined that, subsequent to the Amendment Effective Date, the Series B-1 Preferred Units will no longer be redeemable for cash at the holder's option and will be reclassified from temporary equity to permanent equity.

Also on July 16, 2026, the Operating Partnership, the Company and Bernstein entered into the Ninth Amendment, which amended and restated in its entirety the terms of the Series B-2 Preferred Units. Pursuant to the amendment, Bernstein irrevocably waived, his rights to redeem the Series B-2 Preferred Units for cash or other assets, including both the second-anniversary REIT Shares/cash redemption right and the fifth-anniversary $4.00 per unit cash redemption right described above. In their place, on and after February 6, 2027, Bernstein may tender his Series B-2 Preferred Units for exchange into shares of the Company's common stock on a one-for-one basis (as adjusted for the Company's 1-for-10 reverse stock split effected July 9, 2026), unless the Company or the Operating Partnership elects, in its sole discretion, to settle in cash or a combination of cash and common stock. The amendment also increased the Series B-2 Preferred Return from $0.33 to $0.39 per unit per year. Based on this change, the Company has determined that, subsequent to the Amendment Effective Date, the Series B-2 Preferred Units will no longer be redeemable for cash at the holder's option and will be reclassified from temporary equity to permanent equity.

Warrants

Private Placement Warrants

On April 25, 2019, the Company raised $100,000 by issuing 50,000 Units with each Unit being comprised of one share of its Common Stock and one warrant to purchase one share of its common stock. Each Unit was sold for a price of $20.00 per Unit. The shares of the Company’s common stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $20.00 per share of common stock, subject to adjustment in certain circumstances, and will expire seven years from the date of issuance.

On November 13, 2020, the Company raised $100,000 by issuing 50,000 Units with each Unit being comprised of one share of its Common Stock and one warrant to purchase one share of its common stock. Each Unit was sold for a price of $20.00 per Unit. The shares of the Company’s common stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $20.00 per share of common stock, subject to adjustment in certain circumstances, and will expire seven years from the date of issuance.

On September 8, 2021, the Company issued and sold, in an underwritten public offering (the “Public Offering”), 150,000 Units, with each unit consisting of one share of common stock, and one warrant to purchase one share of common stock (the “Investor Warrants”). On September 30, 2021, the Company issued and sold an additional 16,500 Investor Warrants as part of the underwriter’s Over-Allotment Option. The Investor Warrants issued in the offering entitle the holder to purchase one share of common stock at a price equal to $10.00 for a period of five years.

Investor Warrants

The Investor Warrants may be exercised on a cashless basis if there is no effective registration statement available for the resale of the shares of common stock underlying such warrants. In addition, after 120 days after the Investor Warrants are issued, any Investor Warrant may be exercised on a cashless basis for 10% of the shares of Common Stock underlying the Investor Warrant if the volume-weighted average trading price of the Company’s shares of Common Stock on Nasdaq is below the then effective exercise price of the Investor Warrant for 10 consecutive trading days.

Representative Warrants

In addition, the Company issued to Maxim Group LLC (or its designee) warrants to purchase an aggregate of 14,985 shares of common stock, which is equal to an aggregate of 9% of the number of shares of common stock sold in the Public Offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to $12.50, may be exercised on a cashless basis and became exercisable six months following the closing date and until September 2, 2026.

Pre-Funded Warrants and Common Warrants — June 2026 Offering

In connection with the Offering that closed on June 1, 2026 (see "Issuance of Equity Securities" above), the Company issued 2,205,000 Pre-Funded Warrants and 2,382,500 Common Warrants. The Pre-Funded Warrants have an exercise price of $0.0001 per share and do not expire until exercised in full. The Common Warrants have an exercise price of $0.21 per share, became exercisable immediately upon issuance, and expire five years from the issuance date (June 1, 2031). The Common Warrants may be exercised on a cashless basis if no effective registration statement is available for the resale of the underlying shares. If the Company effects a share split, share dividend, reverse stock split or similar event within the two-year period following issuance, the exercise price of the Common Warrants will be reduced to the lowest volume-weighted average price during the five trading days before and after the event, subject to a floor exercise price of $0.0562 per share, with the number of shares issuable proportionately increased to preserve the aggregate exercise price payable.

The Company has 4,475,130 and 81,936 warrants outstanding and exercisable as of June 30, 2026 and 2025, respectively, as summarized below.

There was no intrinsic value for the warrants as of June 30, 2026 or 2025.

Stock Compensation

Generation Income Properties, Inc. 2020 Omnibus Incentive Plan

In connection with the Public Offering, the Company's Board of Directors adopted and stockholders approved, the Generation Income Properties, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which became effective upon the completion of the Public Offering. The Omnibus Incentive Plan reserves 2.0 million shares of common stock for stock options, stock appreciation rights, performance shares, performance units, shares of common stock, restricted stock, restricted stock units, cash incentive awards, dividend equivalent units, or any other type of award permitted under the Omnibus Incentive Plan. As of June 30, 2026 and 2025, 220,162 shares had been granted under the Omnibus Incentive Plan.

Restricted Common Shares issued to the Board and Employees

In March 2024, the board approved grants of restricted stock to directors effective June 15, 2024, allowing an elective deferral of up to three years. All board members elected to defer restricted stock and dividend equivalents for the full three year period.

The Company recorded stock based compensation expense of $90,000 and $255,000 and $0 and $0, during the three and six months ended June 30, 2026 and 2025, respectively.

Cash Distributions

The Company announced that its Board of Directors determined to suspend the Company’s regular dividend, commencing with the monthly dividends that would have been paid in July 2024.

The issuance of future distributions will be determined by the Company's board of directors based on the Company's financial condition and such other factors as the Company's board of directors deems relevant. The Company has not established a minimum distribution, and the Company's charter does not require that the Company issue distributions to its stockholders other than as necessary to meet REIT qualification standards.