NASDAQ: GIPRW

We are organized as a Maryland corporation and have operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws since the beginning of our taxable year ended December 31, 2021. The Company formed a Maryland entity GIP TRS Inc. in 2022 to operate as a taxable REIT subsidiary but this subsidiary does not hold any assets or business operations as of the date of this Form 10-K.

We and our Operating Partnership were organized to operate using an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure. We use an UPREIT structure because a sale of property directly to another person or entity generally is a taxable transaction to the selling property owner. In an UPREIT structure, a seller of a property that desires to defer taxable gain on the sale of its property may transfer the property to the Operating Partnership in exchange for common units in the Operating Partnership and defer taxation of gain until the seller later disposes of its common units in the Operating Partnership. Using an UPREIT structure may give us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership or its direct or indirect subsidiaries. As of December 31, 2025, as the general partner of the Operating Partnership, we owned 99.6% of the outstanding common units in the Operating Partnership and outside investors owned 0.4%. The Company formed a Maryland entity GIP REIT OP Limited LLC as a wholly owned subsidiary in 2018 that owned 0.001% of the Operating Partnership as of December 31, 2025.

The following chart shows the structure of the Company as of December 31, 2025:

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(1) On August 29, 2024, the Company acquired a 30,465 square foot retail property in Ames, Iowa for $5.5 million occupied by Best Buy.

(2) In February 2025, the Company completed the acquisition of the LMB portfolio, further expanding its footprint of tenant-critical real estate assets. This transaction reflects the Company’s continued focus on sourcing under-managed properties with embedded upside and structuring acquisitions in a capital-efficient manner. The LMB acquisition enhances portfolio diversification while supporting long-term cash flow growth and asset management opportunities.

Business Objectives and Investment Strategy

Our long-term objective is to continue to acquire and manage a diversified portfolio of high-quality net leased properties that generates predictable cash flows and capital appreciation over market cycles. Our properties are generally net leased to a single tenant. Under a net lease, the tenant typically bears the responsibility for most or all property related expenses such as real estate taxes, insurance, and maintenance costs. We believe this lease structure provides us with stable cash flows over the term of the lease and minimizes the ongoing capital expenditures. We seek to identify properties in submarkets with high barriers to entry for development and where valuation is frequently influenced by local real estate market conditions and tenant needs.

Notwithstanding our long-term strategy to grow our assets through additional property acquisitions, our strategy over the next twelve months will be focused on improving our balance sheet and increasing our stockholder equity and liquidity through by methodically and opportunistically marketing and selling a select group of up to 18 of our income-producing properties. The goal of this near-term strategy is to enable us to obtain proceeds that, together with proceeds from anticipated equity capital-raising transactions, will enable us to substantially reduce our preferred stock obligations and certain commercial debt and better position us for growth capital and less-expensive debt financing. We have already initiated this process and have begun marketing these 18 properties through a broker with significant experience in selling single-tenant commercial net lease properties, and these sales (if made) will be in addition to the 5 property sales that we made in 2025. We believe that if we are able to successfully execute on this near-term sale strategy, our balance sheet and Company will be better positioned to seek growth capital and less-expensive debt financing that will provide a foundation for resuming the growth of our asset base.

The following are the principal components of our long-term strategy:

Focus on Real Estate Fundamentals: We have observed that the market for properties with bond-type net-leased structures, lease terms greater than ten years, and limited rent escalators upon renewal are exposed to many of the same operational and market risks as other net-leased properties while providing lower returns due to competition. We believe that focusing on

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traditional real estate fundamentals allows us to target properties with shorter lease terms, modified net leases or vacancy and thereby may allow us to generate superior returns.

Target Markets with Attractive Characteristics: We concentrate our investment activity in select target markets with the following characteristics: high quality infrastructure, diversified local economies with multiple economic drivers, strong demographics, pro-business local governments and high-quality local labor pools. We believe that these markets offer a higher probability of producing long term rent growth and capital appreciation.

Target Strategic Net Leased Properties: We target properties that offer unique strategic advantages to a tenant or an industry and can therefore be acquired at attractive yields relative to the underlying risk. We look for properties that are difficult or costly to replicate due to a specific location, special zoning, unique physical attributes, below market rents or a significant tenant investment in the facility, all of which contribute to a higher probability of tenant renewals. An example of a specialized property is our General Services Administration occupied building in Norfolk, Virginia due to the tenant’s buildout for IT and security. We target properties if we believe they are critical to the ongoing operations of the tenant and the profitability of its business. We believe that the profitability of the operations and the difficulty in replicating or moving operations reflect the importance of the property to the tenant’s business.

Target Investments that Maximize Growth Potential: We focus on net leased investment properties where, in our view, there is the potential to invest incremental capital to accommodate a tenant’s business, extend lease terms and increase the value of a property. We believe these opportunities can generate attractive returns due to the nature of our relationship with the tenant.

Disciplined Underwriting & Risk Management

We actively manage and regularly review each of our properties for changes in the underlying business, credit of the tenant and market conditions. Before acquiring a property, we review the terms of the management contract to ensure our team is able to maximize cash flow capital appreciation through potential lease renewals and/or potential re-tenanting. Additionally, we monitor any required capital improvements that would lead to increased rental income or capital appreciation over time. We focus on active management with the tenants upon the acquisition of an asset since our experience in the single-tenant, commercial real estate industry indicates that active management and fostering tenant relationships has the potential to positively impact long-term financial outcomes, such as:

•
better communication with corporate level and unit level staff to determine ongoing company and location-specific performance, strategic goals and directives;

•
the ability to hold a tenant accountable for property maintenance during occupancy in order to reduce the probability of future deferred maintenance expenses; and

•
the ability to develop relationships with tenants as an active participant in their occupancy which can lead to better communication during times of potential negotiations.

Underwriting Process

Our extensive underwriting process evaluates key fundamental value drivers that we believe will attract long-term tenants and result in property appreciation over time. Our Investment Committee is comprised of the following members:

•
Chairman, President and Chief Executive Officer ("CEO"), David Sobelman, who has over 19 years in different capacities within the net lease commercial real estate investment market including as investor, asset manager, broker, owner, analyst, and advisor.

•
Vice President of Accounting and Finance ("VP Accounting"), Ron Cook, who has over 20 years in various capacities within commercial real estate investment and finance.

•
Acquisitions Manager, Robert Rorhlack, who sources new acquisition opportunities that adhere to our investment criteria, and who has previously specialized in Tenant Representation.

This comprehensive pre-ownership analysis helps us to assess location level performance, including the possible longevity of tenant occupancy throughout the primary lease term and option periods. Additionally, each acquisition pursuit requires approval from all four members of the Investment Committee.

We assess target markets and properties using an extensive underwriting and evaluation process, including:

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•
offering materials review;

•
property and tenant lease information;

•
in depth conversations with offering agent, local brokers and property management companies;

•
thorough credit underwriting of the tenant;

•
review of tenant’s historical performance in the specific market and their nationwide trend to determine potential longevity of the asset and tenant’s business model;

•
market real estate dynamics, including macroeconomic market data and market rents for potential rental rate changes after initial lease term;

•
evaluation of business trends for local real estate demand specifics and competing business locations;

•
review of asset level financial performance;

•
pre-acquisition discussions with the asset manager to confirm property specific reserve amounts and potential future capital expenditures;

•
review of property’s physical condition and related systems; and

•
financial modeling to determine our preliminary baseline pricing.

Specific acquisition criteria may include, but is not limited to, the following:

•
premier locations and facilities with multiple alternative uses;

•
sustainable rents specific to a tenant's location that may be at or below market rents;

•
investment grade or strong credit tenant;

•
properties not subject to long-term management contracts with management companies;

•
opportunities to expand the tenants’ building and/or implement value-added operational improvements; and

•
population density and strong demand growth characteristics supported by favorable demographic indicators.

Competitive Strengths

We believe that the following factors benefit the Company as we implement our business strategy:

•
Focused Property Investment Strategy. We have invested and intend to invest primarily in assets that are geographically located in prime markets throughout the United States, with an emphasis on the major primary and coastal markets, where we believe there are greater barriers to entry for the development of new net lease properties.

•
Experienced Board of Directors. We believe that we have a seasoned and experienced board of directors that will help us achieve our investment objectives. In combination, our directors have approximately 115 years of experience in the real estate industry.

•
Real Estate Industry Leadership and Networking. We are led by our Chairman, President and CEO, David Sobelman. He founded the Company after serving in different capacities within the net lease commercial real estate market. Mr. Sobelman started his real estate career in 2003 as a real estate analyst and ultimately emerged into a Managing Partner of a solely-focused, triple net lease commercial real estate firm. He has procured or overseen numerous transactions that ranged from small, private investments to portfolio transactions with individual aggregate values of approximately $69 million. Additionally, Mr. Sobelman considers himself a pioneer in implementing hands-on management of net leased properties in order to potentially maintain or increase the value of any one asset. He has overseen or actively participated in single tenant real estate management since 2010.

•
Established and Developing Relationships with Real Estate Financing Sources. We believe our existing relationships with institutional sources of debt financing could provide us with more attractive and competitive debt financing options as we grow our property portfolio and provide us the opportunity to refinance our existing indebtedness.

•
Existing Acquisition Pipeline. We believe our extensive network of long standing relationships will continue to provide us with access to a pipeline of acquisition opportunities that will enable us to identify and capitalize on what we believe are attractive acquisition opportunities for our leasing efforts.

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•
Growth-Oriented, Flexible and Conservative Capital Structure. We believe our capital structure will provide us with an advantage over many of our private and public competitors. We have no legacy balance sheet issues and limited near-term maturities, which will allow management to focus on business and growth strategies rather than balance sheet repair.

Financing Strategies

Our long-term goal is to maintain a lower-leveraged capital structure and lower outstanding principal amount of our consolidated indebtedness. Over time, we intend to reduce our debt positions through financing our long-term growth with equity issuances and some debt financing having staggered maturities. Our debt may include mortgage debt secured by our properties and unsecured debt. Over a long-term period, we intend to maintain lower levels of debt encumbering the Company, its assets and/or the portfolio as compared to our current leverage.

Our Current Portfolio as of December 31, 2025

The following are characteristics of our properties as of December 31, 2025:

•
Creditworthy Tenants. Approximately 60% of our portfolio’s annualized rent as of December 31, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better. Our largest tenants are the General Service Administration, Dollar General, and the City of San Antonio, who collectively contributed approximately 39% of our portfolio’s annualized base rent as of December 31, 2025.

•
100% Occupied. Our portfolio is 100% leased and occupied.

•
Contractual Rent Growth. 92% of the leases in our current portfolio (based on annualized base rent as of December 31, 2025) provide for increases in contractual base rent during future years of the current term or during the lease extension periods.

•
Average Effective Annual Rental per Square Foot. Average effective annual rental per square foot is $16.19.

Given the nature of our leases, our tenants either pay the real estate taxes or insurance directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.

For further information on our properties and our tenant base, see “Item 2–Properties.”

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The table below presents an overview of the properties in our portfolio as of December 31, 2025:

Property Type

Location

Rentable Square Feet

Tenant

S&P Credit Rating (1)

IG

Remaining Term (Yrs)

Options (Number x Yrs)

Contractual Rent Escalations (3)

ABR (2)

ABR per Sq. Ft.

Retail

Washington, DC

3,000

7-Eleven Corporation

A-

Y

5.2

2 x 5

Yes

$

120,000

$

40.00

Office

Norfolk, VA

49,902

General Services Administration-Navy

AA+

Y

2.7

N/A

Yes

640,742

12.84

Office

Norfolk, VA

22,247

Armed Services YMCA of the U.S.A.

N/A

N/A

8.3

2 x 5

Yes

411,570

18.50

Office

Norfolk, VA

34,847

PRA Holdings, Inc.

BB

N

1.7

1 x 5

Yes

823,909

23.64

Retail

Tampa, FL

3,500

Sherwin Williams Company

BBB

Y

2.6

5 x 5

Yes

126,788

36.23

Office

Manteo, NC

7,543

General Services Administration-FBI

AA+

Y

3.1

1 x 5

Yes

100,682

13.35

Retail

Rockford, IL

15,288

La-Z-Boy Inc.

Not Rated

Not Rated

1.8

4 x 5

Yes

366,600

23.98

Medical-Retail

Chicago, IL

10,947

Fresenius Medical Care Holdings, Inc.

BBB-

Y

7.8

2 x 5

Yes

242,912

22.19

Retail

Tampa, FL

2,642

Starbucks Corporation

BBB+

Y

1.2

2 x 5

Yes

148,216

56.10

Retail

Tucson, AZ

88,408

Kohl's Corporation

BB-

N

4.1

7 x 5

Yes

864,630

9.78

Retail

San Antonio, TX

50,000

City of San Antonio (PreK)

AAA

Y

3.6

1 x 8

Yes

924,000

18.48

Retail

Bakersfield, CA

18,827

Dollar General Market

BBB

Y

2.6

3 x 5

Yes

361,075

19.18

Retail

Big Spring, TX

9,026

Dollar General

BBB

Y

4.5

3 x 5

Yes

86,041

9.53

Retail

Castalia, OH

9,026

Dollar General

BBB

Y

9.4

3 x 5

Yes

79,320

8.79

Retail

East Wilton, ME

9,100

Dollar General

BBB

Y

4.6

3 x 5

Yes

112,439

12.36

Retail

Lakeside, OH

9,026

Dollar General

BBB

Y

9.4

3 x 5

Yes

81,036

8.98

Retail

Litchfield, ME

9,026

Dollar General

BBB

Y

4.8

3 x 5

Yes

92,960

10.30

Retail

Mount Gilead, OH

9,026

Dollar General

BBB

Y

4.5

3 x 5

Yes

85,924

9.52

Retail

Thompsontown, PA

9,100

Dollar General

BBB

Y

4.8

3 x 5

Yes

85,998

9.45

Retail

Morrow, GA

10,906

Dollar Tree Stores, Inc.

BBB

Y

4.6

2 x 5

Yes

109,060

10.00

Office

Vacaville, CA

11,014

General Services Administration

AA+

Y

0.6

N/A

No

257,050

23.34

Retail

Santa Maria, CA

14,490

Walgreens (4)

Not Rated

N

6.3

N/A

No

369,000

25.47

Retail

Ames, IA

30,259

Best Buy Co., Inc.

BBB+

Y

4.2

2 x 5

Yes

452,372

14.95

Retail

Sanford, FL

4,108

Zaxby's

Not Rated

Not Rated

13.9

4 x 5

Yes

243,800

59.35

Retail

Cleveland, TN

10,640

Dollar General

BBB

Y

10.3

5 x 5

Yes

119,727

11.25

Retail

Kernersville, NC

19,097

Tractor Supply

BBB

Y

9.6

4 x 5

Yes

318,150

16.66

Tenants - All Properties

470,995

$

7,624,001

$

16.19

(1)
Tenant, or tenant parent, rated entity.

(2)
Annualized cash base rental income in place as of December 31, 2025. Our leases do not include tenant concessions or abatements, except for Dollar Tree in Morrow, Georgia which had 2-months free rent in Q3 2025, and 7-Eleven in Washington, DC, which had 2 months free rent in Q4 2025.

(3)
Includes rent escalations available from lease renewal options.

(4)
Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057.

Acquisition Pipeline

We are continually engaging in internal research as well as informal discussions with various parties regarding our potential interest in potential acquisitions that fall within our target market. There is no assurance that any currently available properties in our acquisition pipeline will remain available, or that we will pursue or complete potential acquisitions, at prices acceptable to us or at all.

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Property and Asset Management Agreements

We manage our properties in-house, except for our Norfolk, Virginia properties.

We previously engaged Colliers International Asset Services to provide property management services to our two properties in Norfolk, Virginia. The agreements provided for us to pay Colliers International Asset Services a management fee equal to 2.5% of the gross collected rent of each of the two properties (inclusive of tenant expense reimbursements) as well as a construction supervision fee for any approved construction. The Company engaged Bevara Building Services for facility management and property management services for the two Norfolk, Virginia properties from June 15, 2022 through July 2023. Effective August 2023 Colliers International Asset Services resumed management services for our Norfolk, VA properties. The Company paid an aggregate of approximately $60,189 for property management services in fiscal year 2025.

Distributions

From inception through December 31, 2025, we have distributed $5,031,548 to common stockholders. The Company suspended common stock dividend payments as of July 2024.

Competition

The net lease industry is highly competitive. We compete to acquire properties with other investors, including traded and non-traded public REITs, private equity investors and institutional investment funds, many of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition increases the demand for the types of properties in which we wish to invest and, therefore, reduces the number of suitable acquisition opportunities available to us and increases the prices paid for such acquisition. This competition will increase if investments in real estate become more attractive relative to other forms of investment.

As a landlord, we compete for tenants in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. Many of our competitors have greater economies of scale, access to more resources and greater name recognition than we do. If our competitors offer space at rental rates below current market rates or below the rental rates we charge our tenants, we may lose our tenants or prospective tenants and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.

Human Capital

As of December 31, 2025 we had four full-time employees. We plan to continue using outside consultants, attorneys, and accountants, as necessary. We endeavor to maintain workplaces that are free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. The basis for recruitment, hiring, development, training, compensation and advancement is a person’s qualifications, performance, skills and experience. Our employees are fairly compensated, without regard to gender, race and ethnicity, and routinely recognized for outstanding performance.

Environmental Matters

To control costs, we limit our investments to properties that are environmentally compliant or that do not require extensive remediation upon acquisition. To do this, we conduct assessments of properties before we decide to acquire them. These assessments, however, may not reveal all environmental hazards. In certain instances we rely upon the experience of our management and in most cases we will request, but will not always obtain, a representation from the seller that, to its knowledge, the property is not contaminated with hazardous materials. Additionally, we seek to ensure that many of our leases contain clauses that require a tenant to reimburse and indemnify us for any environmental contamination occurring at the property. We do not intend to purchase any properties that have known environmental deficiencies that cannot be remediated.

Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, cleanup and monitoring costs incurred by those parties in connection with the actual or threatened contamination.

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These laws typically impose cleanup responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, cleanup and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek to obtain contributions from other identified, solvent, responsible parties of their fair share toward these costs. In addition, under the environmental laws, courts and government agencies have the authority to require that a person or company who sent waste to a waste disposal facility, such as a landfill or an incinerator, must pay for the cleanup of that facility if it becomes contaminated and threatens human health or the environment. Any of these cleanup costs may be substantial, and can exceed the value of the property. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos while occupying a net lease may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals (such as swimming pool chemicals at a net lease property) to manage them carefully and to notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our shareholders. Prior to any acquisition of property, we will seek to obtain environmental site assessments to identify any environmental concerns at the property. However, these environmental site assessments may not reveal all environmental costs that might have a harmed our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.

As a result, we may become subject to material environmental liabilities of which we are unaware. We can make no assurances that (1) future laws or regulations will not impose material environmental liabilities on us, or (2) the environmental condition of our net lease properties will not be affected by the condition of the properties in the vicinity of our net lease properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us.

Insurance

We require our tenant, up to the limits stated in our leases, to maintain liability and property insurance coverage for the properties they lease from us pursuant to net leases. Pursuant to the leases, our tenants may be required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenants with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to any of our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for any indebtedness, even if these properties are irreparably damaged. In addition to being a named insured on our tenants’ liability policies, we intend to separately maintain commercial general liability coverage with an aggregate limit of $2,000,000. We also intend to maintain full property coverage on all untenanted properties and any other property coverage required by any of our lenders that is not required to be carried by our tenants under our leases.

Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available free of charge on the SEC’s website, www.sec.gov. The Company periodically provides other information for investors on its corporate website, www.gipreit.com, and its investor relations website, ir.gipreit.com. This includes press releases and other information about financial performance, information on environmental, social and corporate governance and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

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