UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): ~~February~~March 1024, 2026

GENERATION INCOME PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-40771	47-4427295
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 East Jackson Street Suite 3300
Tampa, Florida		33602
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 813 448-1234

    

(Former Name or Former Address, 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:

☐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
Common Stock par value $0.01 per share	GIPR	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	GIPRW	The Nasdaq Stock Market LLC

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

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 17.01 EntryRegulation intoFD a Material Definitive Agreement Disclosure.

On ~~February~~March 1024, 2026, Generation Income Properties, Inc. (the “Company”) ~~entered~~issued ~~into~~a anpress ~~Amended~~release ~~and~~announcing ~~Restated~~that ~~Convertible Note (~~the ~~“First~~special ~~Amended~~committee ~~Note”) in the principal amount~~ of ~~$551,437~~independent ~~with~~directors ~~Silverback Capital Corporation~~ (the “~~Noteholder~~Special Committee”)~~. The~~ ~~First~~of ~~Amended Note amends and restates that certain Secured Promissory Note, dated April 25, 2025, in~~ the ~~original~~Company’s ~~principal~~board ~~amount~~ of ~~$1,000,000~~directors ~~originally issued to Brown Family Enterprises LLC in exchange for a loan to the Company~~ (the “~~Original Note~~Board”)~~. The~~ ~~Original~~has ~~Note~~concluded ~~was~~its ~~sold~~review ~~and~~of ~~assigned~~strategic toalternatives ~~Noteholder~~for ~~on February 10, 2026 and amended by~~ the Company and ~~Noteholder~~made onits ~~such~~recommendation ~~date. The~~to ~~First Amended Note amended and restated~~ the ~~Original~~Board. ~~Note~~The byBoard ~~changing~~unanimously ~~the~~determined ~~maturity date~~ to ~~February~~accept ~~10, 2027~~ and ~~changing~~pursue the ~~interest~~Special ~~rate~~Committee’s torecommended 9%course ~~per~~of ~~annum simple interest~~action. ~~The~~ ~~First~~In ~~Amended~~connection ~~Note~~with ~~was~~the ~~convertible~~conclusion ~~into~~of ~~shares~~the ofSpecial ~~Company~~Committee’s ~~common~~review ~~stock~~of ~~(“Conversion~~strategic ~~Shares”)~~alternatives, ~~subject~~the toBoard ~~customary~~dissolved ~~beneficial~~the ~~ownership~~Special ~~limitations,~~Committee. atA acopy ~~conversion price~~ of ~~80%~~the ofpress ~~the~~release ~~“Market~~is ~~Price”~~furnished (herewith as ~~defined~~Exhibit in99.1 ~~the~~to ~~Amended~~this ~~Note)~~Current ofReport ~~the~~on ~~Company’s~~Form ~~common~~8-K ~~stock~~and atis ~~the~~incorporated ~~time~~herein ofby ~~conversion~~reference.

OnThe ~~February~~information ~~24,~~included ~~2026,~~in ~~the~~this ~~First~~Current ~~Amended~~Report ~~and~~on ~~Note~~Form ~~was~~8-K ~~further~~(including ~~amended~~Exhibit ~~and~~99.1 ~~restated~~attached byhereto), ashall ~~second~~not ~~Amended~~be ~~and~~deemed ~~Restated Convertible Note (the~~ “~~Second Amended Note~~filed”), ~~which~~for ~~amended~~ the ~~First~~purposes ~~Amended~~of ~~Note~~Section by18 ~~(i)~~of ~~changing~~ the ~~maturity~~Securities ~~date~~Exchange toAct ~~February~~of 241934, ~~2027,~~as ~~(ii)~~amended ~~providing that~~ (the ~~conversion~~“Exchange ~~price~~Act”), ~~shall~~or ~~not~~otherwise besubject ~~less~~to ~~than~~the aliabilities ~~floor~~ of ~~$0.10~~that ~~per share~~section, ~~and~~nor ~~(iii)~~shall ~~providing~~it ~~that~~be ~~the~~deemed ~~Amended~~incorporated ~~Note~~by ~~may~~reference ~~not be converted~~ into aany ~~number~~filing ofmade ~~shares~~by ofthe Company ~~common~~under ~~stock~~the ~~that~~Exchange ~~exceeds~~Act ~~19.9%~~or ofSecurities ~~the~~Act ~~outstanding shares~~ of ~~Company~~1933, ~~common~~as ~~stock~~amended, onexcept ~~the~~as ~~date~~shall ofbe ~~the~~expressly ~~Amended~~set ~~Note~~forth ~~unless~~by ~~the~~specific ~~Company~~reference ~~obtains stockholder approval~~ in ~~accordance~~such ~~with~~a ~~the applicable rules of the Nasdaq Stock Market~~filing.

OnItem ~~February~~9.01 ~~18,~~Financial ~~2026,~~Statements ~~the~~and ~~Noteholder converted $26,304 of the balance of the First Amended Note into an aggregate of 60,000 Conversion Shares~~Exhibits.

(d) Exhibits. The ~~foregoing~~following ~~summary~~exhibit ~~of the terms and conditions of the First Amended Note and Second Amended Note does not purport to be complete and~~ is ~~qualified~~being infiled ~~its~~with ~~entirety~~this byCurrent ~~reference~~Report toon ~~the~~Form ~~full text of the First Amended Note and Second Amended Note, which are attached as Exhibit 10~~8-K.~~1 and Exhibit 10.2, respectively, and incorporated herein by reference.~~

Item 3.02 Unregistered Sales of Equity Securities

     Exhibit No.

     Description

     99.1
104

     Press Release dated March 24, 2026.
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of the Conversion Shares pursuant to Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.


			GENERATION INCOME PROPERTIES, INC. (Registrant)

Date:	March 24, 2026	By:	/s/ Ron Cook
			Ron Cook Principal Finance and Accounting Officer

ExhibitNo.		Description
10.1		Amended and Restated Convertible Note, dated February 10, 2026, issued to Silverback Capital Corporation (First Amended Note)
10.2		Amended and Restated Convertible Note, dated February 24, 2026, issued to Silverback Capital Corporation (Second Amended Note)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

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.

			GENERATION INCOME PROPERTIES, INC.
Date:	February 25, 2026	By:	/s/ Ron Cook
			Ron CookPrincipal Finance and Accounting Officer

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