−Removed: We are a Maryland corporation focused on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.
−Removed: We target both parking garage and surface lot properties primarily in top 50 U.S.
+Added: Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.
+Added: We target both parking garage and surface lot properties primarily in the top 50 U.S.
Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.
−Removed: As of December 31, 2024 , we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.
+Added: As of December 31, 2025, we own 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet.
We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
−Removed: Merger with Fifth Wall Acquisition Corp.
−Removed: On August 25, 2023 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, as amended (the “Merger Agreement”), by and among FWAC, Queen Merger Corp.
−Removed: I, a Maryland corporation and wholly-owned subsidiary of FWAC (“Merger Sub”), and Legacy MIC (as defined below), whereby (i) Merger Sub merged with and into Legacy MIC (the “First Merger”) with Legacy MIC continuing as the surviving entity and (ii) immediately following the consummation of the First Merger, Legacy MIC merged with and into FWAC (collectively with the First Merger, the “Merger”), with FWAC continuing as the surviving entity.
−Removed: As contemplated by the Merger Agreement, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
+Added: The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, (the “Operating Company”) and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.
+Added: The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company.
+Added: Currently, the two directors of the Operating Company are Manuel Chavez, III, the Executive Chairman of the Company's Board of Directors (the “Board”), and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board.
+Added: The Company owns approximately 90.3% of the Common Units of the Operating Company.
+Added: The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.
+Added: In August 2023, Legacy MIC (as defined below) merged with and into Fifth Wall Acquisition Corp.
+Added: III (“FWAC”), with FWAC continuing as the surviving entity (the “Merger”).
+Added: FWAC domesticated by means of corporate conversion to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
Unless otherwise indicated, references in this Annual Report on Form 10-K to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp.
−Removed: III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.
+Added: III) and its consolidated subsidiaries following the closing of the Merger.
References in this Annual Report to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger.
−Removed: References in this Annual Report on Form 10-K to “FWAC” refer to Fifth Wall Acquisition Corp.
−Removed: In connection with the Merger, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), converted from a Maryland limited partnership to a Delaware limited liability company, Mobile Infra Operating Company, LLC (following the conversion, the “Operating Company”).
−Removed: The Company is a member of the Operating Company and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.
−Removed: Additional details of the Merger are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this Annual Report.
Over the next twelve months, we expect to be focused predominantly on the following strategic objectives:
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Identify opportunities for accretive external growth, including acquisition opportunities;
−Removed: Selectively dispose of non-core properties, redeploying the net proceeds into acquisition opportunities or to increase our financial flexibility.
+Added: Selectively dispose of non-core properties, redeploying the net proceeds into accretive uses.
Optimize Parking Mix - We monitor the performance of our assets using multiple metrics to measure rates, volumes, and utilization.
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We believe that this will drive an increase in demand that will also provide opportunities to increase rates for Transient Parkers, which we believe will in turn will be a meaningful source of organic revenue growth.
−Removed: Asset Management Collaboration - In 2024, 29 of our 40 assets converted to management contracts in which revenues and expenses are fully the responsibility of and recognized by us and our operators are paid a fee for management services.
−Removed: This change is expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators.
−Removed: We believe asset management contracts provide the opportunity for net operating income ("NOI") growth and stability through expense management and enhanced data sharing on the pricing strategies at each location.
−Removed: The combination of additional data and our active asset management collaboration with our operators provides insights and allows us to create actionable asset management outcomes such as pricing optimization strategies.
−Removed: Our intent is to convert our remaining assets to asset management contracts by the end of 2027.
+Added: Asset Management Collaboration - To date, 28 of our 36 assets converted to management contracts.
+Added: We believe asset management contracts provide the opportunity for net operating income (“NOI”) growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements.
+Added: In addition, the move to management contracts properly aligns the incentives and rewards for revenue growth between the third-party operator and the Company.
+Added: This change is also expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators.
+Added: Overall, the conversion to management contracts also provides enhanced visibility on the performance of the portfolio within our financial results.
+Added: Our intent is to convert the remaining assets to asset management contracts by the end of 2027.
Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses.
Advances in transportation and other technology provide additional demand for our ideally-located assets.
−Removed: We believe continued growth in EV charging needs, solar energy, rideshare staging, fleet management, 5G and other wireless technologies, and storage are all potential sources of demand.
−Removed: Accretive External Growth - The Merger and listing on the NYSE American stock exchange provided us with access to capital through equity markets, and we additionally have the option to pursue acquisitions funded by equity.
+Added: We believe continued growth in EV charging needs, solar energy, rideshare staging, autonomous vehicles, fleet management, 5G and other wireless technologies, and storage are all potential sources of demand.
+Added: Accretive External Growth - The Merger and listing on the Nasdaq provided us with access to capital through equity markets, and we additionally have the option to pursue acquisitions funded by equity.
Our goal is to acquire assets where we can quickly identify a sufficient spread between the cost of capital and the capitalization rate or drive strong incremental yield within 24 months.
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In the event of future acquisitions of properties, we would expect the foregoing criteria to serve as guidelines;
−Removed: however, management and the board of directors of the Company (the "Board") may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
+Added: however, management and the Board may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
Industry Overview
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Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 16.8% and 15.3% of our revenue, excluding commercial revenue, for the years ended December 31, 2025 and 2024, respectively.
−Removed: See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.
−Removed: In addition, we had concentrations in Cincinnati (18.8% and 19.4%), Detroit (10.4% and 10.3%), and Chicago (9.2% and 9.1%) based on gross book value of real estate as of December 31, 2024 and 2023, respectively.
+Added: See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two operators.
+Added: In addition, we had concentrations in Cincinnati (20.0% and 18.8%), Detroit (11.0% and 10.4%), and Chicago (9.8% and 9.2%) based on gross book value of real estate, including intangible assets and construction in progress, as of December 31, 2025 and 2024, respectively.
We had concentrations of our outstanding accounts receivable balance with Metropolis of 40.2% and 31.9% as of December 31, 2025 and 2024, respectively.
−Removed: During the year ended December 31, 2024, the majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.
+Added: The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.
We have significant competition with respect to the acquisition of real property.
−Removed: Competitors include REITs, owners and operators of parking facilities, private investment funds, hedge funds and other investors, many of which have significantly greater resources.
+Added: Competitors include real estate investment trusts (“REITs”), owners and operators of parking facilities, private investment funds, hedge funds and other investors, many of which have significantly greater resources.
In addition, the number of entities and the amount of funds competing for suitable investments may increase.
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Our key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce.
−Removed: Environmental, Social and Governance
+Added: Corporate Responsibility
We consider environmental, social and governance, or ESG, issues to be important considerations that influence our business and investment returns over time.
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Responsible use of environmentally-friendly products to maintain the appearance of our assets;
−Removed: Ensuring that the members of our Board and management team, including our asset management team, are made up of individuals with diverse backgrounds and experiences;
Alignment of long-term performance-based compensation for our executives with our investors.
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Available Information
−Removed: We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for Smaller Reporting Companies, and, as a result, file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC from time to time.
+Added: We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for Smaller Reporting Companies, and, as a result, file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the U.S.
+Added: Securities and Exchange Commission (“SEC”) from time to time.
The SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly and current reports, proxy and information statements and other information we file electronically with the SEC from time to time.
Access to these filings is free of charge and can be accessed on our website, www.mobileit.com.
−Removed: The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report or any other report or document we file with or furnishes to the SEC from time to time.
+Added: The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report or any other report or document we file with or furnish to the SEC from time to time.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.