What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-05 compared with 2025-03-11 · 76 added, 97 removed, 190 unchanged (48% of the section changed)

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Market Information

Our common stock is traded on the NYSE American under the ticker symbol “BEEP.”

Our common stock is traded on the Nasdaq under the ticker symbol “BEEP.”

Holders of Record

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Recent Sales of Unregistered Equity Securities

There are no unreported sales of equity securities as at December 31, 2024.

There are no unreported sales of equity securities as of December 31, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On September 11, 2024, the Company announced that the Board authorized a share repurchase program for the repurchase of up to $10,000,000 of shares of Common Stock.

On September 11, 2024, the Company announced that the Board authorized a share repurchase program for the repurchase of up to $10,000,000 of shares of our common stock.

The following table summarizes the share repurchase activity for the three months ended December 31, 2025.

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Managed Property Revenue Contracts

In 2024, 29 of our 40 assets converted to management contracts.

To date, 28 of our 36 assets have converted to management contracts.

We believe asset management contracts provide the opportunity for 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.

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We believe RevPAS is a meaningful indicator of our performance because it measures the period-over-period change in revenues for comparable locations.

Parking Revenue should not be viewed as an alternative measure of our financial performance as it does not reflect all components of revenue, which may be material.

Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS.

We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue without the impact of portfolio transaction or changes in revenue structure.

Average monthly same location RevPAS for 2024 was $209.24 per month.

Parking Revenue and RevPAS should not be viewed as alternative measures of our financial performance as they do not reflect all components of revenue, which may be material.

Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 2024, and excludes an asset for which we do not have sufficient historical data to calculate RevPAS.

We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue on a comparable asset basis, without the impact of portfolio transactions or changes in revenue structure.

Average monthly same location RevPAS for the years ended December 31, 2025 and 2024 was $199.36 and $209.24 per month, respectively.

Results of Operations for the Years Ended December 31, 2025 and 2024 (dollars in thousands)

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Total Revenues

The increase in total revenues for 2024 compared to 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.

The change to management contracts results in us recognizing revenue from all parking transactions at those locations.

Under the previous lease agreements, we only received a portion of the revenue after a certain threshold was reached.

The decrease in total revenues for the year ended December 31, 2025 compared to the same period in 2024 is due partially to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024.

Within total revenues, conversions to management agreements resulted in certain locations recognizing Managed Property Revenue in 2025 while recognizing Base Rental Income and Percentage Rental Income for portions for 2024.

The decline in revenue was further driven by the Detroit market, where a significant area restructuring plan is causing a reduction in office occupancy and related traffic.

Additionally, event reductions because of the Cincinnati convention center remodel and traffic disruptions near our Nashville location drove temporary transient revenue declines in those markets.

Our sale of three assets in 2024 also resulted in a decrease of approximately $0.2 million in 2025.

These impacts were partially offset by contract growth in our Cleveland market, increased transient traffic in Oklahoma City partially as a result of game and event attendance, and favorable return-to-office trends in one of our St.

Louis locations.

For the Year Ended December 31,

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General and administrative

Preferred Series 2 - issuance expense

Professional fees

Organizational, offering and other costs

Total expenses

Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.

Property Taxes

The decrease in property taxes for the year ended December 31, 2025 compared to the same period in 2024 is due primarily to favorable results from property tax appeals as well as a reduction in expense from three assets sold during 2024.

Property Operating Expense

The increase in property operating expense for the year ended December 31, 2024 compared to the same period in 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.

The change to management contracts results in higher reflected operating expenses as revenues under the previous lease agreements were calculated based on collections reduced by certain costs, whereas these costs are now recorded as property operating expense under management contracts.

The increase in property operating expense for the year ended December 31, 2025 compared to the same period in 2024 is due primarily to additional expense related to properties that converted to management contracts after January 2024, as property operating expenses were incurred for only a partial period during 2024.

Depreciation and Amortization

The $2.2 million increase in depreciation and amortization for the year ended December 31, 2025 compared to the same period in 2024 is primarily due to accelerated amortization associated with the phase out of the Inigma software, which was completed during 2025.

General and Administrative Expense

The $2.4 million decrease in general and administrative expenses during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to equity based compensation for certain executive performance units expensed through December 31, 2023 of $4.2 million and the cancellation of executive LTIP Units for $1.4 million in the third quarter of 2023, partially offset by non-cash compensation cost for awards granted in 2024 and an increase in payroll and technology expenses.

Preferred Series 2 - Issuance Expense

As part of accounting for the reverse recapitalization in 2023, we evaluated the Series 2 Preferred Stock arrangement, and determined that the fair value of the Series 2 Preferred Stock at the time of the transaction of $66.7 million ($4.84 per share) exceeded the implied conversion rate ($3.34 per share) based on a total of 13,787,464 shares of common stock issued on December 31, 2024 and $4.6 million of dividends paid in kind in return for $46 million in proceeds.

As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 - Issuance Expense on the Consolidated Statements of Operations.

Organizational, Offering and Other C osts

The decrease in organizational, offering and other costs during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to transaction costs associated with the Merger that were allocated to the 1,900,000 FWAC Class B Shares that converted to common stock and which are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement as well as well as $1.0 million in lender consent costs.

During the year ended December 31, 2024, we impaired approximately $0.2 million of our real estate assets as a result of a planned disposition of a property.

During the year ended December 31, 2023, we recorded approximately $9.0 million of asset impairment charges related to assets impacted by delayed return-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.

The $2.8 million decrease in general and administrative expenses during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to the vesting of certain one-time equity compensation awards in 2024 related to the Merger, as well as the non-cash impact of a change in timing of annual equity awards in 2025.

Professional Fees

The $0.2 million decrease in professional fees during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to savings in tax preparation services and legal fees incurred in 2024 associated with additional filings.

During the years ended December 31, 2025 and 2024, we impaired approximately $3.8 million and $0.2 million of our real estate assets, respectively, as a result of planned dispositions of properties.

For the Year Ended December 31,

Interest expense, net

Gain on sale of real estate

Loss on extinguishment of debt

(Loss) gain on sale of real estate

Other income, net

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Interest Expense

The decrease in interest expense, net of approximately $0.1 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to the repayment of $9.9 million of mortgage loans in the third quarter of 2023 and the paydowns of $15.0 million and $5.0 million on the Revolving Credit Facility in the third quarter of 2023 and 2024, respectively.

This was partially offset by interest expense on the Line of Credit entered into in the third quarter of 2024 and the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Gain (Loss) on Sale of Real Estate

The increase in interest expense of approximately $5.2 million during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and higher interest expense resulting from the refinancing of the $75.0 million revolving credit facility with KeyBank National Association (“the Revolving Credit Facility”) with the 2034 CMBS Loan in December 2024.

Loss on Extinguishment of Debt

In connection with entering into the Asset-Backed Securitization, we incurred approximately $2.6 million in fees related to prepayment penalties and legal costs.

(Loss) Gain on Sale of Real Estate

In November 2025 , we sold a parking lot located in Indianapolis, Indiana for approximately $2.0 million, resulting in a gain on sale of real estate of approximately $0.5 million, and two parking lots in Denver, Colorado for approximately $2.5 million, resulting in a $0.1 million loss on sale of real estate.

In December 2025, we sold a parking garage located in Lubbock, Texas for approximately $11.0 million, resulting in a loss on sale of real estate of approximately $0.5 million.

In February 2024, we disposed of our Cincinnati Race Street location for $3.15 million, resulting in a loss on sale of real estate of approximately $0.1 million.

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In November 2024, we sold a parking lot located in Indianapolis, Indiana for approximately $4.6 million, resulting in a gain on sale of real estate of approximately $2.7 million.

In February 2023, we sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million.

We received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.

Other Income, Net

The decrease in other income, net of approximately $0.7 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to a gain from a settlement agreement entered into on September 6, 2023 partially offset by legal related gains in 2024.

The $0.2 million decrease in other income during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

Change in Fair Value of Earn-out Liability

In connection with the Merger, in August 2023 we recognized a liability for Earn-Out Shares which may vest if certain hurdles are met regarding share price.

Changes to the fair value of the liability during the period are reflected in earnings.

This is non-cash gain or loss as the estimated fair value of the 1,900,000 shares of common stock that are subject to an earn-out structure (“Earn-Out Shares”), as described below, change.

Fair value fluctuations of the liability during the period are reflected in earnings and are a result of changes in stock price and the remaining duration of the earn-out period.

Non-GAAP Measures

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Reconciliation

Gain on sale of real estate

Loss on extinguishment of debt

Loss (gain) on sale of real estate

Other income, net

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General and administrative

Preferred Series 2 - issuance expense

Professional fees

Organizational, offering and other costs

Net Operating Income

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Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) reflects net income (loss) excluding the impact of the following items:

interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented.

Adjusted EBITDA also excludes stock based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, merger-related charges, and Other Income, Net.

interest expense, depreciation and amortization, and the provision for income taxes, stock-based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, and Other Income, Net for all periods presented.

Our use of Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry.

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Depreciation and amortization

Organizational, offering and other costs

Preferred Series 2 - issuance expense

Change in fair value of Earn-Out liability

Other income, net

Gain on sale of real estate

Loss on extinguishment of debt

Loss (gain) on sale of real estate

Equity-based compensation

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acquisitions of assets.

Our principal source of funds will be rental income and managed property revenue at our parking facilities as well as existing cash on hand and the Line of Credit.

We also may sell properties that we own or place mortgages on properties that we own to raise capital.

We have $29.9 million of debt due within twelve months of the date of the filing of this Annual Report which is comprised of $27.2 million related to the Line of Credit and $2.7 million of notes payable.

We do not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts and interest due upon maturity.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

We are currently analyzing alternatives in order to satisfy these debt maturities.

We plan to refinance the Line of Credit and note payable prior to their maturities.

However, as refinancing is outside of our control, we plan to sell real estate assets as needed to satisfy the obligations.

Management has determined it is probable that it will be able to successfully implement these plans.

As such, we have concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

Our principal source of funds will be managed property revenue and rental income at our parking facilities as well as existing cash on hand and the Line of Credit, as needed.

We may also sell properties or place mortgages on properties to raise capital.

During 2024 and 2025, we have taken steps to both extend and ladder maturities in our debt profile, including:

In September 2023, we paid approximately $9.9 million to Vestin Realty Mortgage II, Inc.

("Vestin"), which represented payment in full of five notes held by Vestin.

In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note for $5.9 million.

In September 2024, we entered into a $40.4 million Line of Credit, maturing in September 2025 (the “Line of Credit”).

In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note in the principal amount of $5.9 million.

In September 2024, we entered into a $40.4 million Line of Credit, that matures on March 31, 2026.

Borrowings under the Line of Credit will accrue interest at a rate of 15.0% per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Line of Credit.

The proceeds from the Line of Credit (after payment of related legal fees) are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, unpaid dividends on the Series A Preferred Stock and Series 1 Preferred Stock accrued prior to the closing date of the Line of Credit, funding of the share repurchase program, and a $5.0 million paydown on the Revolving Credit Facility.

In December 2024, we refinanced a $7.2 million note payable with a three-year note for $12 million.

In December 2024, we entered into a $75.5 million, 10-year CMBS financing agreement (the "2034 CMBS Loan").

In December 2024, we refinanced a $7.2 million note payable with a 3-year note in the principal amount of $12 million.

In December 2024, we entered into a $75.5 million, 10-year CMBS financing agreement.

The 2034 CMBS Loan bears a fixed annual interest rate of 7.755% and is secured by a pool of seven properties.

Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility and refinance a property-level loan.

In October 2025, we refinanced $84.2 million of long-term debt through an Asset-Backed Securitization of 19 properties in our portfolio.

In this transaction, we issued 4.15% Series 2025-1 Class A-2 Notes priced at 88.30% of the principal amount of $100 million.

The Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055.

Certain lenders may require reserves related to capital improvements, insurance, and excess cash.

These lender-required reserves make up the majority of our restricted cash amounts as of December 31, 2025.

Capital Expenditures

Existing capital expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost approximately $0.2 million.

Asset Acquisitions and Dispositions

As of December 31, 2025, we had approximately $224.2 million aggregate principal amount of indebtedness outstanding, including $198.3 of long-term debt, primarily consisting of $75.1 million outstanding under the 2034 CMBS Loan and $99.6 million outstanding under the Notes.

We currently have $25.9 million related to the Line of Credit due within twelve months of the date of the filing of this Annual Report.

Additionally, as of the date of this filing, the Line of Credit has $5.6 million of accrued interest that is due upon maturity.

We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amount and related interest due upon maturity.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Management has approved a plan to extend the Line of Credit and to sell real estate assets to satisfy the debt maturity, allowing the Company to sell the properties on an orderly basis.

Management has determined that it is probable the plan will be successfully implemented.

Accordingly, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Asset Acquisitions

Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties.

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As of December 31, 2025, we have identified and are evaluating several parking facilities as potential acquisition targets.

However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized.

We are also evaluating the potential disposition of certain properties in our portfolio, the proceeds of which we could redeploy into potential acquisition targets.

Distributions and redemptions

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Repurchases may be made from time to time through open-market purchases or privately negotiated transactions.

Proceeds from the Line of Credit are used to fund the share repurchase program.

As a result of the Merger, our previously outstanding warrants became warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share, exercisable as of the date of the Closing (the “Common Stock Warrants”).

As of the Closing Date, FWAC, Legacy MIC, and Color Up entered into a Warrant Assumption and Amendment Agreement (the “Warrant Assumption and Amendment Agreement”) to the Warrant Agreement, whereby the Company assumed the Common Stock Warrants remaining outstanding and unexpired at that time, and such Common Stock Warrants became the common stock warrants of the Company.

On August 29, 2023, the Company and Color Up entered into the Amended and Restated Warrant Agreement pursuant to which the Warrant Agreement was amended and restated to reflect the effects of the Merger and permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option.

Subsequently, Color Up distributed the entirety of the Common Stock Warrants to HSCP Strategic III, LP, an entity controlled by Mr.

Osher, and Bombe Asset Management, LLC, an entity owned and controlled by Mr.

Chavez and Ms.

Proceeds from the Line of Credit and cash on hand are used to fund the share repurchase program.

As of December 31, 2025, there are 2,553,192 warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share outstanding.

While exercise of the Common Stock Warrants is a potential source of cash, we do not currently believe this is a likely event and therefore do not use this assumption in our operating plans.

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For the Year Ended December 31,

Net cash (used in) operating activities

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

Net cash provided by (used in) operating activities

Net cash provided by investing activities

Net cash used in financing activities

Cash flows from operating activities

In 2024, $0.8 million of cash was used in operating activities compared with $2.1 million used in operating activities in 2023, a decrease of $1.3 million.

The cash used in operating activities for the year ended December 31, 2024 was primarily attributable to payment of general and administrative and professional fees, cash paid for interest, and settlement of liabilities and changes in working capital, which offset the benefit of improved NOI for the period.

The cash used in operating activities for the year ended December 31, 2023 was primarily attributable to payments of deferred offering costs and other Merger-related amounts paid and cash paid for interest.

During the year ended December 31, 2025, $0.8 million of cash was provided by operating activities compared to $0.8 million used in operating activities during the year ended December 31, 2024, an increase of $1.6 million.

The cash provided by operating activities for the year ended December 31, 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by cash paid for interest.

Cash flows from investing activities

In 2024, $4.2 million of cash was provided by investing activities compared with $0.3 million used in investing activities in 2023, an increase of $4.5 million.

During the year ended December 31, 2025, $16.3 million of cash was provided by investing activities compared to $4.2 million provided by investing activities during the year ended December 31, 2024, an increase of $12.1 million.

The cash provided by investing activities for the year ended December 31, 2025 was primarily attributable to proceeds from the sale of four parking assets in 2025 and the collection of a note receivable, partially offset by routine and strategic capital expenditures.

The cash provided by investing activities during the year ended December 31, 2024 was primarily attributable to proceeds from the sale of three of our parking assets in 2024 partially offset by routine and strategic capital expenditures.

The cash used in investing activities during the year ended December 31, 2023 was primarily attributable to capital expenditures offset by proceeds from the sale of one parking asset in February 2023.

Cash flows from financing activities

In 2024, $4.3 million of cash was used in financing activities compared with $8.2 million provided by financing activities in 2023, a decrease of $12.5 million.

During the year ended December 31, 2025, $17.7 million of cash was used in financing activities compared to $4.3 million used in financing activities during the year ended December 31, 2024, an increase of $13.4 million.

The cash used in financing activities for the year ended December 31, 2025 was primarily attributable to principal debt payments and loan repayment and refinancing, including related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan, partially offset by draws on the Line of Credit.

The cash used in financing activities during the year ended December 31, 2024 was primarily attributable to the proceeds from the Line of Credit, refinancing of the Revolving Credit Facility and certain notes payable and related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock.

The cash provided by financing activities during the year ended December 31, 2023 was primarily attributable to the Merger and the Preferred PIPE Investment.

The proceeds from the Merger were then used to fund the $15.0 million paydown of the Revolving Credit Facility, payment of transaction costs, and pay-off of certain of mortgage loans.

Critical Accounting Estimates

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These policies require complex judgment in their application or estimates about matters that are inherently uncertain.

Merger Accounting

In connection with the Merger, we were required to estimate the fair value of multiple forms of equity.

These fair value estimates impacted the allocation and classification of the costs incurred during the Merger.

1,900,000 FWAC Class B ordinary shares that converted to Common Stock are subject to “Earn-Out Shares” under terms outlined in the Second Amended and Restated Sponsor Agreement.

The Earn-Out Shares vest if certain milestones related to share price are achieved as further described in Footnote 15.

Because the shares have voting rights but have contingent vesting conditions, we have included the shares as issued but not outstanding on the face of the Consolidated Balance Sheets.

The estimated fair value of the Earn-Out Shares was recorded as approximately $5.8 million as of the Closing Date and is presented as earnout liability on the Consolidated Balance Sheets.

We allocated $0.9 million of offering costs to the Earn-Out Shares, which was recorded as part of Organization, offering, and other costs on the Consolidated Statements of Operations.

We estimated the fair value of each tranche of shares separately using a Monte Carlo simulation.

These estimates require us to make various assumptions about the risk-free rate, expected volatility for each tranche of the Earn-Out Shares, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy.

Because we are a newly-listed company with limited share activity, we were required to exercise judgment in estimating expected volatility (30.0% to 45.0%) and in selection of comparable companies.

The estimated fair value of the Earn-Out shares will continue to impact our financial results each quarter, and changes to our underlying assumption or our performance could result in a material change to our earnings.

As part of accounting for the reverse recapitalization, we evaluated the Series 2 Preferred Stock arrangement using the guidance in ASC 820 and 480.

We determined the fair value of the Series 2 Preferred Stock, including the dividends to be paid-in-kind, was $66.7 million ($4.84 per share) at the time of the transaction.

We compared the fair value to the implied conversion rate based on a total of 13,787,464 shares of common stock being issued and $4.6 million of dividends paid in kind in return for $46 million in proceeds.

As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 issuance expense on the Consolidated Statements of Operations.

A change in our assumptions, such as expected volatility and the discount for lack of marketability, around the valuation of these shares could have resulted in an allocation of offering costs that was recorded as additional paid in capital rather than impacting earnings.

Impairment of Long-Lived Assets

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If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment.

If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step.

The undiscounted cash flow model requires us to utilize judgement in the selection of the anticipated holding periods, growth rates, capitalization rates and expected future cash flows.

If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we estimate the fair value of the asset.

If the determined fair value is lower than the net book value of the property, we record an impairment charge.

Valuing our investment in real estate assets in both the second and third step of our impairment testing requires us to utilize a significant amount of judgment in the inputs that we select.

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We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise reported under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, together with the report of our independent registered public accounting firm, appear on pages F-1 though F-29 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity