What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-11 · 341 added, 428 removed, 860 unchanged (47% of the section changed)

4 unchanged sentences

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded, as of that time, our disclosure controls and procedures were effective.

Remediation of Previously Identified Material Weaknesses

As most recently disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we identified material weaknesses in our internal control over financial reporting related to (i) the lack of appropriate segregation of duties within the accounting and finance groups, (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls, and (iii) the calculation and review of noncontrolling interest.

To remediate the identified material weaknesses, we completed the following remedial actions:

We hired a Chief Financial Officer who has experience in remediating material weaknesses in internal controls and enhancing control environments.

We trained accounting resources to ensure they have the requisite levels of expertise.

We enhanced our processes and controls related to the calculation of noncontrolling interest and allocation of equity between noncontrolling interest and equity.

We reallocated responsibilities across the finance organization to allow for the appropriate segregation of duties to be applied.

We re-evaluated the permissions of user roles within our accounting system in order to establish more appropriate segregation of duties.

We enhanced our internal control documentation for key controls to ensure the appropriate assignment of preparers and reviewers and the establishment of policies and procedures that would require control performers to document the execution of controls with the appropriate level of precision and supporting evidence.

As relevant controls have been designed, implemented, and operated effectively for a sufficient period of time, management, including our Chief Executive Officer and Chief Financial Officer, has concluded the material weaknesses have been remediated as of December 31, 2024.

Management ’ s Report on Internal Control over Financial Reporting

1 unchanged sentence

Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.

In completing our evaluation of internal control over financial reporting, management used the criteria in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

Changes in Internal Control Over Financial Reporting

Aside from the above items, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

105 unchanged sentences

April 11, 2023

First Amendment to Credit Agreement, dated September 5, 2025

September 9, 2025

Base Indenture, dated October 29, 2025, by and among Mobile Infrastructure Funding, LLC, each Asset Entity party thereto and U.S.

Bank Trust Company, National Association.

October 31, 2025

Series 2025-1 Indenture Supplement, dated October 29, 2025, by and among Mobile Infrastructure Funding, LLC, each Asset Entity party thereto and U.S.

Bank Trust Company, National Association.

October 31, 2025

Management Agreement, dated October 29, 2025, by and among Mobile Infrastructure Funding, LLC, each Asset Entity party thereto and Mobile Infra Operating Company, LLC.

October 31, 2025

Executive Chair Agreement, dated November 17, 2025

November 17, 2025

Amended and Restated Employment Agreement, date November 17, 2025

November 17, 2025

Second Amendment to Credit Agreement, dated December 23, 2025

December 23, 2025

Insider Trading Policy

March 11, 2025

List of subsidiaries of MIC

Consent of Deloitte & Touche LLP, independent registered public accounting firm of MIC

Consent of Grant Thornton LLP, independent registered public accounting firm of MIC

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Co-Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Co-Principal Financial Officers pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officers pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15 unchanged sentences

Mobile Infrastructure Corporation

/s/ Manuel Chavez

Manuel Chavez

Chief Executive Officer

March 11, 2025

/s/ Stephanie Hogue

Stephanie Hogue

President & Chief Executive Officer

March 5, 2026

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Manuel Chavez

Chief Executive Officer and Director

March 11, 2025

Manuel Chavez

(Principal Executive Officer)

/s/ Stephanie Hogue

President and Director

President and Chief Executive Officer

March 5, 2026

Stephanie Hogue

(Co-Principal Financial Officer)

(Principal Executive Officer)

/s/ Paul Gohr

1 unchanged sentence

March 5, 2026

(Co-Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

/s/ Manuel Chavez

Executive Chairman and Director

March 5, 2026

Manuel Chavez

/s/ David Garfinkle

1 unchanged sentence

David Garfinkle

/s/ Brad Greiwe

March 11, 2025

/s/ Danica Holley

7 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No.

FINANCIAL STATEMENTS

5 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Mobile Infrastructure Corporation

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Mobile Infrastructure Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in equity, and cash flows for the year then ended, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2025.

Cincinnati, Ohio

March 5, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Mobile Infrastructure Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mobile Infrastructure Corporation and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and schedule III listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Mobile Infrastructure Corporation and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, changes in equity, and cash flows, for the year ended December 31, 2024, and the related notes and schedule III listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

1 unchanged sentence

March 11, 2025

We have served as the Company's auditor since 2021.

We began serving as the Company's auditor in 2021.

In 2025 we became the predecessor auditor.

MOBILE INFRASTRUCTURE CORPORATION

10 unchanged sentences

400,997 427,748

427,748 432,717

Accumulated depreciation and amortization

2 unchanged sentences

362,137 389,730

10,655 11,134

Cash and cash equivalents

Cash – restricted

5 unchanged sentences

$ 181,771 $ 185,921

Revolving credit facility, net

Line of credit

25,895 27,238

Accounts payable and accrued expenses

28 unchanged sentences

Managed property revenue

$ 28,619 $ 27,848

Base rental income

1 unchanged sentence

Total revenues

35,075 37,008

Operating expenses

3 unchanged sentences

General and administrative

Preferred Series 2 - issuance expense

Professional fees

Organizational, offering and other costs

Total expenses

38,217 35,488

Interest expense, net

Gain on sale of real estate

( 19,039 ) ( 13,830 )

Loss on extinguishment of debt

(Loss) gain on sale of real estate

( 124 ) 2,651

Other income, net

1 unchanged sentence

Total other expense

( 20,572 ) ( 9,901 )

( 23,714 ) ( 8,381 )

Net loss attributable to non-controlling interest

( 2,274 ) ( 2,616 )

Net loss attributable to Mobile Infrastructure Corporation’s stockholders

$ ( 21,440 ) $ ( 5,765 )

Preferred stock distributions declared - Series A

Preferred stock distributions declared - Series 1

( 102 ) ( 134 )

Preferred stock distributions declared - Series 1

( 859 ) ( 1,640 )

Net loss attributable to Mobile Infrastructure Corporation’s common stockholders

$ ( 22,401 ) $ ( 7,539 )

Basic and diluted loss per weighted average common share:

Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted

$ ( 0.55 ) $ ( 0.24 )

Weighted average common shares outstanding, basic and diluted

40,498,017 32,007,271

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

(In thousands, except share amounts)

Preferred stock

1 unchanged sentence

39,489 $ — 27,858,539 $ 2 $ 3,319 $ 262,184 $ ( 134,291 ) $ 71,741 $ 202,955

Equity-based compensation

Equity-based payments

— — 73,609 — — 1,392 — 5,294 6,686

1 unchanged sentence

— — — — — — — ( 208 ) ( 208 )

Declared distributions – Series A ($ 75.00 per share)

Purchase of minority interest in subsidiary

— — — — — 144 — ( 1,644 ) ( 1,500 )

Declared distributions – Series 1 ($ 70.00 per share)

Issuance of common stock

— — 500,000 — — 1,740 — — 1,740

Declared distributions – Series 2 ($ 0.10 ) per share)

Share repurchase program

— — ( 419,188 ) — — ( 1,326 ) — — ( 1,326 )

Conversions - Series 1

Redemptions - Series 1

( 10,554 ) — — — — ( 11,057 ) — — ( 11,057 )

Conversions - Series A

Redemptions - Series A

( 280 ) — — — — ( 280 ) — — ( 280 )

Declared distributions – Series A ($ 57.50 per share)

— — — — — ( 134 ) — — ( 134 )

Declared distributions – Series 1 ($ 55.00 per share)

— — — — — ( 1,640 ) — — ( 1,640 )

Conversions - Series 1

( 7,958 ) — 2,789,900 — — 2,281 — — 2,281

Reverse Recapitalization, net of issuance costs

Conversions - Series A

( 583 ) — 192,656 — — 171 — — 171

8 unchanged sentences

— — — — — — — ( 185 ) ( 185 )

Purchase of minority interest in subsidiary

— — — — — 144 — ( 1,644 ) ( 1,500 )

Issuance of common stock

— — 500,000 — — 1,740 — — 1,740

Share repurchase program

8 unchanged sentences

— — — — — ( 859 ) — — ( 859 )

Conversions - Series 1

( 7,958 ) — 2,789,900 — — 2,281 — — 2,281

Conversions - Series A

( 583 ) — 192,656 — — 171 — — 171

Allocation of equity to non-controlling interest

9 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

$ ( 23,714 ) $ ( 8,381 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization expense

Amortization of loan costs

Loss on extinguishment of debt

Amortization of loan costs and discounts

Gain on settlement of liability

Loss on interest rate cap

Gain on sale of real estate

Loss on interest rate hedge

Loss (gain) on sale of real estate

124 ( 2,651 )

Equity-based payment

Issuance of Preferred Series 2 Stock

Change in fair value of Earn-Out liability

( 935 ) ( 844 )

Changes in operating assets and liabilities

1 unchanged sentence

Accounts payable and accrued expenses

5,242 ( 1,915 )

Indemnification liability

Deferred offering costs

Accounts receivable

Net cash (used in) operating activities

Accounts receivable, net

( 516 ) ( 1,247 )

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

( 1,099 ) ( 511 )

Insurance reimbursement for capital expenditures

Proceeds from note receivable

Proceeds on sale of investment in real estate

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from Line of Credit

Proceeds from notes payable

88,304 93,400

Payments on notes payable

( 89,853 ) ( 40,046 )

Payments on Revolving Credit Facility

Proceeds from notes payable

Proceeds from reverse recap, net of payment of equity issuance costs

Payment of transaction costs for reverse recapitalization

Payment on interest rate cap

Payments on Line of Credit

Distributions to non-controlling interest holders

( 185 ) ( 208 )

Purchase of minority interest in subsidiary

( 4,041 ) ( 2,542 )

Share repurchase plan

( 3,972 ) ( 1,326 )

Shares repurchased for vesting of employee awards

( 135 ) ( 133 )

Preferred redemption payments

Preferred dividend payments

Net cash (used in) provided by financing activities

Net change in cash, cash equivalents and restricted cash

( 5,503 ) ( 10,834 )

Preferred distribution payments

( 989 ) ( 9,692 )

Net cash used in financing activities

( 17,717 ) ( 4,343 )

Net change in cash and cash equivalents and restricted cash

( 535 ) ( 892 )

Cash and cash equivalents and restricted cash, beginning of period

15,819 16,711

Cash and cash equivalents and restricted cash, end of period

$ 15,284 $ 15,819

Reconciliation of cash and cash equivalents and restricted cash:

Cash and cash equivalents at beginning of period

10,655 11,134

Restricted cash at beginning of period

Cash and cash equivalents and restricted cash at beginning of period

$ 15,819 $ 16,711

Cash and cash equivalents at end of period

1 unchanged sentence

Cash and cash equivalents and restricted cash at end of period

$ 15,284 $ 15,819

Supplemental disclosures of cash flow information:

Interest Paid

$ 12,830 $ 11,095

Non-cash investing and financing activities:

Distributions declared not yet paid

Preferred distributions paid in common stock

Accrued preferred distributions paid in common stock

Right of use asset and lease liability

2 unchanged sentences

Common stock issued as loan fees

Shares issued or to be issued in exchange for compensation

Series 2 Preferred Stock dividend paid-in-kind

Equity shares issued in exchange for accrued compensation

Accrued capital expenditures

4 unchanged sentences

Note 1 — Organization and Business Operations

Mobile Infrastructure Corporation (formerly known as Fifth Wall Acquisition Corp.

III or “FWAC”) is a Maryland corporation.

We focus on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company”) 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.

We target both parking garage and surface lot properties primarily in the top 50 U.S.

Metropolitan Statistical Areas, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.

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.

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.

FWAC was a blank check, Cayman Islands exempted company, incorporated on February 19, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business entities.

On August 25, 2023 ( the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger”), as amended by the First Amendment to the Agreement and Plan of Merger, by and among FWAC, Queen Merger Corp.

I, a Maryland corporation and wholly-owned subsidiary of FWAC, and Legacy MIC.

As part of the Merger, FWAC was converted 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.

III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.

References in this Annual Report on Form 10 -K to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger.

References in this Annual Report on Form 10 -K to “FWAC” refer to Fifth Wall Acquisition Corp.

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”).

In connection with the conversion, each outstanding unit of partnership interest of the Operating Partnership was converted automatically, on a one -for- one basis, into an equal number of identical membership units of the Operating Company.

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.

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.

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.

Currently, the two directors of the Operating Company are Manuel Chavez, III, our Chief Executive Officer and a director, and Stephanie Hogue, our President and a director.

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.

The Company owns approximately 90.3 % of the Common Units of the Operating Company.

The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.

The Company is publicly traded on the NYSE American under the ticker “BEEP.” As a result of the Merger:

• Each then issued and outstanding Class A Share and Class B Share of FWAC was converted, on a one -for- one basis, into one share of the Company's common stock;

• Each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company's common stock;

• Each share of Legacy MIC Series 1 Convertible Redeemable Preferred Stock (“Legacy MIC Series 1 Preferred Stock”) and Legacy MIC Series A Convertible Redeemable Preferred Stock (“Legacy MIC Series A Preferred Stock”) issued and outstanding was converted into one share of Series 1 Convertible Redeemable Preferred Stock (the “Series 1 Preferred Stock”) and Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) of the Company, as applicable;

• The outstanding common stock warrant of Legacy MIC to purchase 1,702,128 shares of Legacy MIC common stock at an exercise price of $ 11.75 per share became a warrant to purchase 2,553,192 shares of common stock of the Company at an exercise price of $ 7.83 per share.

Additionally, on June 15, 2023, HS3, Harvest Small Cap Partners, L.P.

and Harvest Small Cap Partners Master, Ltd., entities controlled by Mr.

Osher, co-chair of the Company's board of directors, and Bombe-MIC Pref, LLC, an entity controlled by Mr.

Chavez and of which Ms.

Hogue is a member, (collectively, the “Preferred PIPE Investors”), each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase, and FWAC agreed to issue and sell to the Preferred PIPE Investors, a total of 46,000 shares of Series 2 Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series 2 Preferred Stock”), at $ 1,000 per share for an aggregate purchase price of $ 46 million (the “Preferred PIPE Financing”).

Pursuant to the terms and conditions of the Preferred Subscription Agreement, on December 31, 2023, the Series 2 Preferred Stock converted into 13,787,462 shares of our common stock, inclusive of 1,253,404 shares of our common stock issued as dividends to the Preferred PIPE Investors.

Accounting Treatment of the Merger and Retroactive Equity Application

Legacy MIC determined that it was the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations.

The Merger was accounted for as a reverse recapitalization, in accordance with U.S.

generally accepted accounting principles (“U.S.

The identification of Legacy MIC as the accounting acquirer was based primarily on evaluation of the following facts and circumstances:

The business affairs of the Company are controlled by the Board consisting of eight individuals, seven of whom were board members of Legacy MIC and one designated by FWAC (the Board has subsequently reduced to seven individuals);

The management of the Company is led by Legacy MIC’s Chief Executive Officer, Manuel Chavez, III, and President and then-Chief Financial Officer, Stephanie Hogue;

Legacy MIC was significantly larger than FWAC in terms of revenue, total assets (excluding cash) and employees.

Under this method of accounting, FWAC was treated as the acquired company for financial reporting purposes.

Accordingly, the Merger was treated as the equivalent of Legacy MIC issuing stock for the net assets of FWAC, accompanied by a recapitalization.

The net assets of FWAC were stated at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are those of Legacy MIC.

In accordance with guidance applicable to these circumstances, the equity structure has been retroactively recast in all comparative periods up to the Closing Date, to reflect the equivalent number of shares of our common stock based on the exchange ratio of 1.5 established in the Merger.

Note 2 — Summary of Significant Accounting Policies

6 unchanged sentences

The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The going concern basis assumes that we will be able to meet our obligations and continue our operations one year from the date of the issuance of the Annual Report, which is dependent upon our ability to effectively implement plans related to the Line of Credit and a note payable that mature within one year after the date of the issuance of the Annual Report.

The going concern basis assumes that we will be able to meet our obligations and continue our operation one year from the date of the filing of this annual report on Form 10 -K (this “Annual Report”), which is dependent upon our ability to effectively implement a plan related to the Line of Credit that matures within one year after the date of the filing of the Annual Report.

We have incurred net losses since our inception and anticipate net losses for the near future.

We have $ 29.9 million of debt due within twelve months of the date of issuance of this Annual Report which is comprised of $ 27.2 million related to the Line of Credit (as defined herein) and a $ 2.7 million note 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.

We currently have $ 25.9 million related to the Line of Credit (as defined herein) 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.

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.

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.

Consolidation

5 unchanged sentences

Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate.

Net income or loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of net income or loss that is generally allocated on a pro-rata basis based on ownership percentage.

Net loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of net loss that is generally allocated on a pro-rata basis based on ownership percentage.

Use of Estimates

6 unchanged sentences

(“Metropolis”) acts as either a lease tenant or an operator agent represented 63.1 % and 55.7 % of our revenue, excluding commercial revenue, for the years ended December 31, 2025 and 2024, respectively.

Revenue from locations where LAZ Parking ("LAZ") acts as either a lease tenant or an operator agent represented 15.3 % and 3.2 % of our revenue, excluding commercial revenue, for the years ended December 31, 2024 and 2023, respectively.

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.

Revenue from locations where LAZ Parking (“LAZ”) acts as 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.

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.

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.

The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.

All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values.

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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.

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.

In performing the third step, we utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets.

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Revenue Recognition

During 2024, 29 of our parking facilities converted from lease arrangements with operators to contracts with the operator to provide services for a set fee.

As of December 31, 2025, 28 of our 36 parking facilities are under contracts with the operator to provide services for a set fee.

Under these contracts, the operators will run the day-to-day activities at the facilities under our direction.

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We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market.

In general, we expect that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold.

A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842.

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Additionally, we may record a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate.

Receivables on our Consolidated Balance Sheets exclude amounts removed related to tenants considered to be non-creditworthy, which were approximately $ 0.1 million as of December 31, 2024 and not material as of December 31, 2023.

Receivables on our Consolidated Balance Sheets exclude amounts removed related to tenants considered to be non-creditworthy, which were approximately $ 0.1 million as of December 31, 2025 and 2024.

Allowance for Credit Losses

Accounts receivable is primarily comprised of amounts owed to us for services provided under our managed property contracts.

In addition, as of December 31, 2024, we have a note receivable related to a property sale that was collected in full subsequent to year-end.

Amounts are recorded at the invoiced amount net of an allowance for doubtful accounts, if necessary.

We apply judgment in assessing the ultimate realization of our receivables and we estimate an allowance for doubtful accounts based on various factors, such as the aging of our receivables, historical experience, and the financial condition of our obligors.

Allowance for doubtful accounts was approximately $ 0.1 million as of December 31, 2024 and immaterial as of December 31, 2023.

Amounts are recorded at the invoiced amount net of expected credit losses, if necessary.

We apply judgment in assessing the ultimate realization of our receivables and we estimate expected credit losses based on various factors, such as the aging of our receivables, historical experience, and the financial condition of our obligors.

Expected credit losses were not material as of December 31, 2025 and approximately $ 0.1 million as of December 31, 2024.

Investments in Real Estate

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Effect on Financial Statements or Other Significant Matters

ASU 2023 - 07—Segment Reporting (TOPIC 280 ):

Improvements to Reportable Segment Disclosures

The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

December 31, 2024

We adopted this standard on December 31, 2024.

Refer to Footnote 18 - Segment Information.

ASU 2023 - 09—Income Taxes (TOPIC 740 ):

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December 31, 2025

We are currently evaluating the impact the adoption of this standard will have on our disclosures.

ASU 2024 - 01—Stock Compensation (TOPIC 718 ):

Scope Application of Profits Interest and Similar Awards The amendment clarifies how an entity determines whether a profits interest or similar award is ( 1 ) within the scope of ASC 718 or ( 2 ) not a share-based payment arrangement and therefore within the scope of other guidance.

January 1, 2025 We evaluated the impact of adoption of this standard and noted no changes were needed on our consolidated financial statements.

We adopted this standard on December 31, 2025.

Refer to Footnote 13 - Income Taxes.

ASU 2024 - 03—Income Statement:

Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) This amendment requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements for public business entities December 31, 2027 We are currently evaluating the impact the adoption of this standard will have on our disclosures.

Note 3 – Reverse Recapitalization

As described in Note 1, the Merger closed on August 25, 2023.

In connection with the Merger:

• holders of an aggregate of 27,080,715 FWAC Class A Shares, representing 95.3 % of FWAC’s Class A Shares, exercised their right to redeem their shares for cash for an aggregate redemption amount of $279,018,123;

• Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), forfeited 4,855,000 FWAC Class B Shares held by the Sponsor immediately prior to the Closing for no consideration;

• 46,000 shares of Series 2 Preferred Stock were issued in connection with the Preferred PIPE Financing at a purchase price of $ 1,000 per share for an aggregate purchase price of $46,000,000;

• each then issued and outstanding Class A Share and Class B Share of FWAC was converted, on a one -for- one basis, into one share of the Company’s common stock;

• each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company’s common stock;

• each share of Legacy MIC Series 1 Preferred Stock and Legacy MIC Series A Preferred Stock issued and outstanding was converted into one share of Series 1 Preferred Stock and Series A Preferred Stock, as applicable;

• the outstanding common stock warrant of Legacy MIC to purchase shares of Legacy MIC common stock at an exercise price of $ 11.75 per share became a warrant to purchase 2,553,192 shares of common stock of the Company at an exercise price of $ 7.83 per share;

• in connection with the conversion of the Operating Partnership into the Operating Company, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one -for- one basis, into an equal number of identical membership units of the Operating Company.

Following the completion of the Merger, the Company had the following outstanding securities:

• 13,089,848 shares of the Company’s common stock;

• 39,811 shares of Series 1 Preferred Stock;

• 2,862 shares of Series A Preferred Stock;

• 46,000 shares of Series 2 Preferred Stock;

• a warrant to purchase 2,553,192 shares of the Company’s common stock at an exercise price of $ 7.83 per share.

Following the completion of the Merger and after giving effect to the cashless conversion of 638,298 Class A Units into 156,138 Common Units by HS3 on August 29, 2023, the Operating Company had the following outstanding securities

• 27,041,813 Common Units outstanding, 13,089,848 of which are owned by the Company, representing approximately 48.4 % of the outstanding Common Units;

• 2,250,000 Performance Units;

• 660,329 LTIP Units.

The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statement of changes in stockholder's equity/(deficit) for the year ended December 31, 2023 ( in thousands):

Fair value of Series 2 Preferred Stock

Common stock issued in exchange for FWAC Class A and B

Fair value of Earn-Out Shares issued

Equity-allocated offering costs

Impact to Addition-Paid in Capital

Non-cash Preferred Series 2 issuance expense

Earn-Out liability recognized

Series 2 Preferred Stock dividend paid-in-kind recognized

Net cash proceeds

1,900,000 FWAC Class B Shares that converted to the Company’s common stock are subject to an earn-out structure (the “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 consider the shares to be issued but not outstanding.

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 estimate the fair value of this liability at each reporting date during the contingency period and record any changes to our Consolidated Statement of Operations.

See Footnote 15 for additional fair value discussion.

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.

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.

Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 )

This amendment requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements for public business entities.

December 31, 2027

We are currently evaluating the impact the adoption of this standard will have on our disclosures.

ASU 2025 - 12—Codification Improvements

This amendment includes various codification improvements and updates, including clarifications on calculating earnings per share when a loss from continuing operations exists.

December 31, 2026

We are currently evaluating the impact the adoption of this standard will have on our disclosures.

Note 3 — Managed Property Revenues

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We have concluded that such disaggregation of revenue best depicts the overall nature and timing of our revenue and cash flows affected by the economic factors of the respective contractual arrangement.

Disaggregated revenue for the year ended December 31, 2024 is as follows (dollars in thousands):

For the year ended December 31, 2024

Disaggregated revenue for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands):

For the Years Ended December 31

Transient Parkers

$ 18,635 $ 18,008

Contract Parkers

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Total managed property revenue

$ 28,619 $ 27,848

Ancillary revenue includes contracted revenue for other uses outside of parking, such as billboard revenue, and is recognized over time.

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Receivables may be from parking customers who have a contractual obligation to pay for their usage or from the operators of the facilities who have collected parking fees on our behalf.

As of December 31, 2024, we had $ 3.0 million of outstanding accounts receivable related to our managed property revenue.

We began recognizing management property revenue in the beginning of 2024.

As of December 31, 2025 and 2024, we had $ 3.1 million and $ 3.0 million of outstanding accounts receivable, respectively related to our managed property revenue.

It is our standard procedure to bill Contract Parkers in the month prior to when they will be using the facility in accordance with agreed-upon contractual terms.

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No material amounts in deferred revenue represent prepayments for a period longer than a single month.

As of December 31, 2024, we had approximately $ 0.2 million of deferred managed property revenue included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

There was no deferred managed property revenue as of December 31, 2023.

Note 5 — Acquisitions and Dispositions of Investments in Real Estate

As of December 31, 2025 and 2024, we had approximately $ 0.1 million and $ 0.2 million of deferred managed property revenue, respectively, included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

Note 4 — Dispositions of Investments in 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.

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, 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 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.

As part of the agreement, we entered into a financing arrangement with the buyer with the property as collateral.

Under the terms of the financing arrangement, the buyer will pay interest of 8.0 % on a $ 3.12 million dollar note for a term of 24 months, at which time the principal amount of the loan will be due.

Under the terms of the financing arrangement, the buyer will pay interest of 8.0 % on a $ 3.1 million note for a term of 24 months, at which time the principal amount of the loan will be due.

The note is recorded as Note Receivable on the Consolidated Balance Sheets and the interest income is recorded as Other Income on the Consolidated Statements of Operations.

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We received proceeds of approximately $ 4.5 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the Revolving Credit Facility.

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.

Note 5 — Intangible Assets

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$ 2,390 $ 2,274 $ 2,418 $ 2,119

Lease commissions

Indefinite lived contract

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$ 5,717 $ 2,343 $ 10,063 $ 3,617

Amortization of the in-place lease value, lease commissions and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations.

Amortization expense associated with intangible assets totaled $0.8 m illion for the years ended December 31, 2024 and 2023 .

Estimated future amortization of intangible assets as of December 31, 2024 for each of the next five years is as follows (dollars in thousands):

Amortization of the in-place lease value and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations.

Amortization expense associated with intangible assets totaled approximately $ 3.1 million and $ 0.8 million for the years ended December 31, 2025 and 2024, respectively.

In the second quarter of 2025, we finalized a plan to phase out the use of our acquired technology, Inigma software, by the end of the year.

This triggered a change in the useful life of the asset to the remainder of 2025.

As a result of this change, amortization expense increased by $ 2.4 million for the year ended December 31, 2025, resulting in a $ 0.05 loss per share attributable to the Company's common stockholders.

As of December 31, 2025, the acquired technology was fully amortized and disposed of.

Estimated future amortization of intangible assets as of December 31, 2025 is as follows (dollars in thousands):

Acquired in-place leases

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As of December 31, 2025 and 2024 , the principal balances on notes payable are as follows (dollars in thousands):

Loan Balance as

Rate Maturity of 12/31/24

of 12/31/2023

322 Streeter Holdco, LLC 3.50 % 12/6/2024 $ — $ 24,672

of December 31, 2025

of December 31, 2024

MVP Houston Saks Garage, LLC

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Minneapolis City Parking, LLC (6)

4.50 % 5/1/2026

MVP Bridgeport Fairfield Garage, LLC (6)

4.00 % 8/1/2026

West 9th Properties II, LLC (6)

4.50 % 11/1/2026

MVP Fort Worth Taylor, LLC (6)

4.50 % 12/1/2026

MVP Detroit Center Garage, LLC (6)

5.52 % 2/1/2027

2027 KeyBank Loan Pool (1)(6)

4.90 % 5/1/2027

2027 Canton Commercial Real Estate Loan Pool (2)(6)

5.03 % 5/6/2027

St Louis Cardinal Lot DST, LLC

5.25 % 6/6/2027

MVP Preferred Parking, LLC (6)

5.02 % 8/1/2027

Mabley Place Garage, LLC (5)

7.29 % 12/4/2027

11,791 12,000

2029 KeyBank Loan Pool (3)

7.94 % 3/1/2029

Series 2025-1 Class A-2 Notes

4.15 % 10/28/2030

2034 CMBS Loan (4)

7.76 % 12/6/2034

75,149 75,500

Less unamortized loan issuance costs

( 5,424 ) ( 2,238 )

Less discount on notes payable

$ 181,771 $ 185,921

( 1 ) 2027 KeyBank Loan Pool is secured by the following properties:

( 1 ) 2027 KeyBank Loan Pool secured by the following properties:

Paul Holiday Garage, LLC, MVP St.

Louis Washington, Cleveland Lincoln Garage, LLC, MVP Denver Sherman, LLC, MVP Milwaukee Arena Lot, LLC and MVP Denver 1935 Sherman, LLC.

2027 Canton Commercial Real Estate Loan Pool is secured by the following properties:

2027 Canton Commercial Real Estate Loan Pool secured by the following properties:

MVP Louisville Broadway Station, LLC, MVP Whitefront Garage, LLC, MVP Houston Preston Lot, LLC, MVP Houston San Jacinto Lot, LLC, St.

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1W7 Carpark, LLC, 222 W 7th Holdco, LLC, 222 Sheridan Bricktown Garage, LLC, 322 Streeter Holdco, LLC, Denver 1725 Champa Street Garage, LLC, MVP Hawaii Marks Garage, LLC and MVP Indianapolis City Park Garage, LLC.

( 5 ) As discussed below, the interest rate on the Mabley Place Garage, LLC loan is SOFR plus a spread of 3.25% until the interest rate swap agreement begins in March 2025 which will fix SOFR to a rate of 7.29%.

( 5 ) As mentioned below, we entered into an interest rate swap agreement effective March 2025 on the Mabley Place Garage, LLC loan.

The interest rate is SOFR plus a spread of 3.25% with a fixed overall rate of 7.29%.

( 6 ) Refinanced with a $ 100 million asset-backed securitization as discussed below.

In February 2024, we refinanced the note payable for MVP St.

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The 2034 CMBS Loan bears a fixed annual interest rate of 7.76 % 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, as defined below, and refinance the note payable for 322 Streeter Holdco LLC.

The Loan agreement contains customary covenants and reserve requirements.

The 2034 CMBS Loan agreement contains customary covenants and reserve requirements.

The Operating Company serves as a non-recourse guarantor and is required to maintain a net worth in excess of $ 40.0 million.

The fees associated with entering into the 2034 CMBS Loan of approximately $ 1.5 million are being amortized over the term of the loan to Interest Expense on the Consolidated Statement of Operations.

For many of our loan agreements, reserve funds are required for repairs and replacements, real estate taxes, and insurance premiums.

Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits.

As of December 31, 2024 , borrowers for one of the Company’s loans totaling $ 25.9 million, failed to meet certain loan covenants.

As a result, we are subject to additional cash management procedures, which resulted in approximately $ 0.9 million of restricted cash as of December 31, 2024 .

In order to exit cash management, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures.

In August 2025, we paid off the MVP Houston Saks Garage LLC loan with a payment of $ 2.7 million upon maturity.

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 (the “2025 - 1 Notes”) priced at 88.30 % of the principal amount of $ 100 million.

The 2025 - 1 Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055.

The 2025 - 1 Notes were issued under a base indenture and supplemented by the Series 2025 - 1 indenture supplement, each of which contain customary covenants and events of default.

If the 2025 - 1 Notes are not paid in full at their anticipated repayment date, additional interest will begin to accrue.

We may redeem the 2025 - 1 Notes at any time prior to their anticipated repayment date subject to payment of a make-whole premium.

The 2025 - 1 Notes are issued and guaranteed by wholly-owned subsidiaries of the Operating Company.

The fees associated with entering into the 2025 - 1 Notes of approximately $ 4.0 million and the discount on the loan of approximately $ 11.7 million are being amortized through the anticipated repayment date to Interest Expense on the Consolidated Statement of Operations.

As of December 31, 2025 , future principal payments on notes payable are as follows (dollars in thousands):

Revolving Credit Facility

In March 2022, we entered into a Credit Agreement (the “Credit Agreement”) with KeyBank Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent.

The Credit Agreement provided for, among other things, a $ 75.0 million revolving credit facility, originally maturing on April 1, 2023 ( the “Revolving Credit Facility”).

On the Closing Date, we amended to our Revolving Credit Facility to reduce our total commitment from $ 75 million to $ 58.7 million and remitted $ 15 million of the proceeds from the Merger to pay down our principal.

In March 2024, we executed an amendment to provide extension options through June 2025 with increased interest rate spreads above SOFR at each extension.

In April 2024, we executed the first extension option, which extended the maturity through October 2024.

In October 2024, we executed the second extension option which extended the maturity through April 1, 2025 with an interest rate spread above SOFR of 3.5 %.

In September 2024, we fixed our all-in rate on our Revolving Credit Facility at 8.2 %.

Upon closing of the Line of Credit, as defined below, we remitted $ 5.0 million of the proceeds to pay down outstanding borrowings under the Credit Agreement.

Upon closing of the 2034 CMBS Loan, the outstanding borrowings under the Credit Agreement of approximately $ 48.8 million were paid in full.

Line of Credit

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(collectively, the “Lenders”) maturing in September 2025 (the “Line of Credit”).

On September 5, 2025, we entered into a first amendment to the Line of Credit, which extended the maturity date to December 31, 2025, and on December 23, 2025, we entered into a second amendment to the Line of Credit, which extended the maturity date to 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, payment of 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, discussed below, and a $ 5.0 million paydown on the Revolving Credit Facility, as noted above.

The Line of Credit includes provisions for defaults on certain indebtedness exceeding $ 25 million.

Osher, co-chair of the Company’s board of directors, is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders.

Upon drawing the first $ 15.0 million under the Line of Credit on the closing date, we issued 500,000 shares of common stock to the Lenders subject to a 180 -day lock period commencing on the date of issuance.

The issuance date fair value of the shares of approximately $ 1.8 million is considered a debt issuance cost and recorded in Other Assets on our Consolidated Balance Sheet and amortized over the one -year term to Interest Expense on the Consolidated Statement of Operations.

Unamortized loan fees as of December 31, 2024 were approximately $ 1.2 million.

After certain amounts paid with the initial proceeds, the Line of Credit may only be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock and funding of the share repurchase program, discussed below.

The Line of Credit includes provisions for defaults on recourse indebtedness in an aggregate amount equal to or exceeding $ 25 million and non-recourse indebtedness in an aggregate amount equal to or exceeding $ 50 million.

Osher, Chair of the Board, is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders.

We issued 500,000 shares of common stock to the Lenders at the closing date, which was considered a debt issuance cost of approximately $ 1.8 million and recorded in Other Assets on our Consolidated Balance Sheets and amortized over the one -year term to Interest Expense on the Consolidated Statement of Operations.

As of December 31 2025, approximately $ 25.9 million was outstanding under the Line of Credit.

As of February 28, 2025, the outstanding balance increased to approximately $ 27.9 million.

Additionally, there was approximately $ 4.9 million in accrued interest on the Line of Credit as of December 31, 2025 that is recorded in Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets.

Interest Rate Swap

In December 2024, we entered an interest rate swap agreement to coincide with the refinance of Mabley Place Garage, LLC, which will mature in December 2027, the value of which was immaterial as of December 31, 2024.

The arrangement was for a notional amount of $ 12.0 million and fixed SOFR to a rate of 7.29 % beginning in March 2025.

The value of the interest rate swap was $ 0.2 million as of December 31, 2025 and is recorded within Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets.

The arrangement was for a notional amount of $ 12.0 million and a fixed overall rate of 7.29 % beginning in March 2025.

Our use of derivative instruments is limited to this interest rate cap to manage interest rate exposure.

The principal objective of this arrangement is to minimize the risks and costs associated with our financial structure, which are in part determined by interest rates.

We have elected not to use hedge accounting due to the short-term duration of the arrangement and, as such, will reflect changes in fair value of the arrangement within our Consolidated Statements of Operations.

We have elected not to use hedge accounting due to the short-term duration of the arrangement and, as such, will reflect changes in fair value of the arrangement within Other Income, Net on our Consolidated Statements of Operations.

Note 7 – Equity

Prior to the Merger, Legacy MIC had two classes of capital stock outstanding:

common stock and preferred stock.

Following the Merger, we retain two classes of capital stock authorized for issuance under our Charter:

We have two classes of capital stock authorized for issuance under our Charter:

500,000,000 shares of common stock, par value $ 0.0001 per share, and 100,000,000 shares of preferred stock, par value $ 0.0001 per share, of which 97,000 are designated as shares of Series 1 Preferred Stock, 50,000 are designated as shares of Series A Preferred Stock and 60,000 are designated as shares of Series 2 Preferred Stock.

By virtue of the consummation of the Merger, the Sponsor owns 1,900,000 Earn-Out Shares subject to vesting restrictions and forfeiture under the terms of the Sponsor Agreement, as follows:

(a) 950,000 Earn-Out Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 13.00 per share (provided that such shares will be cancelled if not vested prior to December 31, 2026) and (b) 950,000 Earn-Out Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 16.00 per share (provided that such shares will be cancelled if they have not vested prior to December 31, 2028).

The Earn-Out Shares are classified as a liability on the Consolidated Balance Sheet, as certain settlement provisions within the agreement can affect the settlement value of the shares.

Series A Convertible Redeemable Preferred Stock

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Series 1 Preferred Stock and Series A Preferred Stock Distributions

In March 2020, we began accruing distributions on the Series 1 Preferred Stock and Series A Preferred Stock after the Legacy MIC Board unanimously authorized the suspension of the payment of distributions.

On September 11, 2024, the Board declared payment of accrued and unpaid dividends for all past dividend periods on the Series 1 Preferred Stock at a rate of $ 299.84 per share and on the Series A Preferred Stock at a rate of $ 319.81 per share to holders of record as of close of business on September 10, 2024.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock at a rate of $ 4.583 and $ 4.791 per share, respectively, for each subsequent month in 2024.

On September 11, 2024, the Board declared payment of accrued and unpaid dividends for all past dividend periods on the Series 1 Preferred Stock and Series A Preferred Stock.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each subsequent month through December 2025.

The payment of future dividends is subject to the Board’s discretion and will be determined by the Board based on the Company’s financial condition, applicable law and such other considerations as the Board deems relevant.

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Should we elect to convert the shares, each share of Series 1 Preferred Stock and Series A Preferred Stock will convert into a number of shares of common stock determined by dividing the sum of (i) 100% of the stated value of $1,000, plus (ii) any accrued but unpaid dividends up to, but not including, the date of conversion, by the volume weighted average price per share of common stock for the 20 trading days prior to the delivery date of the receipt of the notice.

During the year ended December 31, 2025, approximately 4,800 shares of the Series 1 Preferred Stock and approximately 700 shares of Series A Preferred Stock were redeemed for cash.

In addition, at December 31, 2025, there were no requested redemptions of Series 1 Preferred Stock or the Series A Preferred Stock.

During the year ended December 31, 2025, no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During the year ended December 31, 2024, approximately 8,000 shares of Series 1 Preferred Stock and approximately 600 shares of Series A Preferred Stock converted to approximately 2.8 million and 193,000 shares of common stock, respectively.

Approximately 10,600 shares of the Series 1 Preferred Stock and approximately 300 shares of Series A Preferred Stock were redeemed for cash during the year ended December 31, 2024.

In addition, requested redemptions at December 31, 2024 of approximately 500 shares with a stated value of approximately $ 0.5 million of Series 1 Preferred Stock and Series A Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheet, as we intend to redeem the shares for cash.

During the year ended December 31, 2023, approximately 3,100 shares of Series 1 Preferred Stock and approximately 50 shares of Series A Preferred Stock converted to approximately 1.0 million and 14,000 shares of common stock, respectively.

No shares of Series 1 Preferred Stock or Series A Preferred Stock were redeemed for cash during the year ended December 31, 2023.

Series 2 Convertible Preferred Stock

On June 15, 2023, the Preferred PIPE Investors each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase a total of 46,000 shares of Series 2 Preferred Stock at $ 1,000 per share for an aggregate purchase price of $ 46,000,000 .

The Series 2 Preferred Stock was entitled to receive dividends at a cumulative annual rate of 10 % during the period between the initial issuance of such shares and the conversion thereof into shares of our common stock.

Dividends were to be paid in kind and also convert into shares of our common stock on the earlier of (a) a change of control of MIC and (b) December 31, 2023.

The Series 2 Preferred Stock converted at a conversion price of $ 3.67 per share of common stock.

Accordingly, the aggregate of 46,000 shares of Series 2 Preferred Stock converted into a total of 13,787,462 shares of our common stock, which is comprised of (i) 12,534,058 shares of our common stock issuable upon the conversion of 46,000 shares of Series 2 Preferred Stock based on the stated value and (ii) 1,253,404 shares of our common stock issuable upon the conversion of the dividends.

Because the terms and amount of the dividend are contractually agreed upon, at the time of the Merger we recorded the full $ 4.6 million value of the paid-in-kind dividend.

In accordance with its warrant agreement between Legacy MIC and Color Up, dated August 25, 2021 ( the “Warrant Agreement”), Color Up had the right to purchase up to 1,702,128 shares of common stock, at an exercise price of $ 11.75 per share for an aggregate cash purchase price of up to $ 20.0 million (the “Common Stock Warrants”).

Each whole Common Stock Warrant entitled the registered holder thereof to purchase one whole share of common stock at a price of $ 11.75 per share, subject to customary adjustments, at any time following a “Liquidity Event,” which was defined as an initial public offering and/or listing of the common stock.

As of the Closing Date, FWAC, Legacy MIC, and Color Up amended the Warrant Agreement to assume the Common Stock Warrants remaining outstanding and unexpired at that time.

On August 29, 2023, New MIC and Color Up further amended the Warrant Agreement to (i) reflect the effects of the Merger (including but not limited to the reduction in the exercise price of the Common Stock Warrants from $ 11.75 to $ 7.83 per share and the increase in the number of the underlying shares from 1,702,128 shares of Legacy MIC common stock to 2,553,192 shares of our common stock) and (ii) permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option.

As of December 31, 2025 and 2024, no shares of the Series 2 Preferred Stock were outstanding.

In accordance with the warrant agreement dated August 25, 2021 ( the “Warrant Agreement”), which was further amended on August 29, 2023, Color Up, LLC (“Color Up”) had the right to purchase up to 2,553,192 shares of common stock, at an exercise price of $ 7.83 per share for an aggregate cash purchase price of up to $ 20.0 million (the “Common Stock Warrants”) and could 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.

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The Common Stock Warrants expire on August 25, 2026 and are classified as equity and recorded at the issuance date fair value.

Securities Purchase Agreement

In November 2021, Legacy MIC sold to HS3 (a) 1,702,128 newly issued OP Units;

and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $ 11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and HS3 paid to the Operating Partnership cash consideration of $ 20.0 million.

In connection with the Merger, the number of Class A Units was adjusted to 638,298 and the exercise price for the Class A Units was adjusted to $ 7.83 per Class A Unit.

The Common Units generally may be redeemed by the holder thereof for cash or, at the option of the Company, for shares of common stock.

Such securities were issued in a private placement transaction exempt from registration pursuant to Section 4 (a)( 2 ) of the Securities Act.

On August 29, 2023, the Operating Company issued 156,138 Common Units to HS3 upon the cashless exercise of 638,298 Class A Units based upon a fair market value of $ 10.37 per Common Unit.

Convertible Noncontrolling Interests

As of December 31, 2024 , the Operating Company had approximately 44.9 million Common Units outstanding, excluding any equity incentive units granted.

Beginning six months after first acquiring Common Units, each member will have the right to redeem the Common Units for either cash or common stock, subject to both our discretion and the terms and conditions set forth in the limited liability company agreement of the Operating Company (the “Operating Agreement”).

During the year ended December 31, 2024 , approximately 9.4 million Common Units converted to shares of common stock on a one -for- one basis.

In connection with the refinancing of the the note payable for Mabley Place Garage, LLC, we purchased the minority interest ownership in the subsidiary for $ 1.5 million.

The Common Units not held by the Company outstanding as of December 31, 2024 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet.

As of December 31, 2025 and 2024, the Operating Company had approximately 44.1 million and 44.9 million Common Units outstanding, respectively, excluding any equity incentive units granted and the Earn-Out Shares, as defined below.

Beginning six months after first acquiring Common Units, each member will have the right to redeem the Common Units for either cash or common stock on a one -for- one basis, subject to both our discretion and the terms and conditions set forth in the limited liability company agreement of the Operating Company (the “Operating Agreement”).

During the years ended December 31, 2025 and 2024, approximately 0.3 and 9.4 million Common Units were converted to shares of common stock on a one -for- one basis, respectively.

The Common Units not held by the Company outstanding as of December 31, 2025 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheets.

Share Repurchase Program

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We may also enter into Rule 10b5 - 1 plans to facilitate repurchases of our shares under this authorization.

During the year ended December 31, 2024 , we repurchased 419,188 shares under the program, for a cost of approximately $ 1.3 million.

As of February 28, 2025, approximately 55,000 additional shares were repurchased under the program for a cost of approximately $ 0.2 million.

During the years ended December 31, 2025 and 2024, we repurchased approximately 1.2 million and 0.4 million shares under the program, for a cost of approximately $ 4.0 million and $ 1.3 million, respectively.

From January 1, 2026 through February 27, 2026, approximately 466,000 additional shares were repurchased under the program for a cost of approximately $ 1.4 million.

Note 8 - Stock-Based Compensation

Long-Term Incentive Plan

We issue equity-based awards to promote the success and enhance the value of MIC and the Operating Company, by linking the individual interests of employees, consultants and members of the MIC Board to those of MIC’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to MIC’s stockholders.

We issue awards under our 2023 Incentive Award plan (the "Plan").

The Plan provides for the grant of stock options, including incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”), restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs.

The Board typically grants awards during the first quarter of each year.

Service-based awards will typically follow a multi-year graded vesting schedule and will vest in the form of common stock or LTIP Units.

Our 2023 Incentive Award plan (the "Plan") provides for the grant of stock options, including restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs.

The Board typically grants both service and performance-based awards during the first quarter of each year.

Service-based awards will typically follow a three -year graded vesting schedule, and performance-based awards generally vest based upon total shareholder return ("TSR") relative to the Russell 2000 Index.

All awards may vest in the form of common stock or LTIP Units.

LTIP Units are a class of equity interest in the Operating Company that are intended to qualify as “profits interests” for federal income tax.

The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units.

Employee Awards

In 2024, the Compensation Committee of the Board of Directors approved the issuance of the following awards:

0.3 million LTIP units to Mr.

Chavez in lieu of his salary for 2021 and 2023 and for his 2023 short-term incentive award.

In addition to the standard awards described above, the Compensation Committee of the Board of Directors also approved the issuance of the following awards in 2025 and 2024:

• 0.5 million LTIP units to the Executive Chairman of Board in November 2025 that vest upon the completion of performance goals related to asset sales.

This award has a performance date through December 31, 2027 and a grant date fair value of $ 2.93 per share.

• 0.2 million LTIP units to an executive in both January 2025 and January 2024 in lieu of salary amounts.

These awards vested in four equal increments each quarter over 2025 and 2024 with a grant date fair value of $ 4.06 and $ 3.84 , respectively.

0.3 million LTIP units to an executive in January 2024 in lieu of salary amounts for 2021 and 2023 and for the 2023 short-term incentive award.

These awards were issued at a grant date fair value of $ 3.84 and vested upon issuance.

At the same time, 0.2 million LTIP units were granted in lieu of his 2024 salary, which vested in four equal increments each quarter over 2024.

0.4 million LTIP units and 0.2 million restricted stock units awarded at a grant date fair value of $ 3.84 to two of our executives representing the long term incentive awards for 2023 and 2024.

These awards will vest on a graded schedule over three years.

0.1 million LTIP Units and 0.1 million restricted stock units with a grant date fair value of $ 6.11 to three executives using the Monte Carlo method.

These awards will vest based upon the performance of our stock versus the Russell 2000 Index through January 2027.

Approximately 56,000 restricted stock units awarded to one executive at a grant date fair value of $ 3.60 that vest on graded schedule over three years.

Two tranches of 0.1 million restricted stock units that vest upon achievement of stock price performance goals (the “Founders’ Award”).

• Two tranches of 0.1 million restricted stock units that vest upon achievement of stock price performance goals (the “Founders’ Award”) in May 2024.

The fair value of both tranches was determined using the Monte Carlo method.

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The incremental compensation expense of approximately $ 0.7 million will be recognized through the modified performance period of December 31, 2028 in General and Administrative on the Consolidated Statements of Operations.

In February 2023, we granted Mr.

Chavez and Ms.

Hogue 0.2 million LTIP Units, respectively, in lieu of their 2022 target annual bonus.

Of these awards granted to Mr.

Chavez and Ms.

Hogue, approximately 35,600 LTIP Units vested immediately, with the remaining scheduled to vest over a three -year period.

The grant date fair value was determined to be $ 8.99 per unit for each of the LTIP Units awarded.

In September 2023, the Compensation Committee of the Board of Directors approved the cancellation of 0.1 million LTIP Units previously granted to our executives.

The expense associated with the cancellation of approximately $ 1.4 million is included in General and Administrative in the accompanying Consolidated Statements of Operations for the year ended December 31, 2023.

The cancellation was a result of a plan to reallocate the award shares to non-executive employees.

As a result, in December 2023, we granted 0.1 million restricted stock units to non-executive employees which vested in August 2024.

The remaining value of the LTIP awards granted to the executives was expensed over the one -year service period following the Closing.

Director Awards

In January 2024, we granted 0.2 million restricted stock units to our independent directors as consideration for service in 2023 and 2024.

These awards have a grant date fair value of $ 3.84 and will vest on the one year anniversary of the grant date.

We granted approximately 39,100 LTIP Units in 2023 to our independent directors in consideration for their accrued but unpaid director compensation fees from 2022.

The LTIP Units will vest over a three -year period.

Upon vesting, the Director LTIP Units are redeemable in cash or shares, at the option of the holder.

As a result, the unvested Director LTIP Units are classified as a liability within accounts payable and accrued expenses in the Consolidated Balance Sheet as of December 31, 2024.

The following table sets forth a roll forward of all incentive equity awards for the years ended December 31, 2025 and 2024 :

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Weighted-Average Grant Date FV Per Share

Nonvested - January 1, 2023

Unvested - January 1, 2024

2,825,122 $ 8.22

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( 864,616 ) 6.19

Nonvested - January 1, 2024

Unvested - January 1, 2025

3,630,629 $ 6.59

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( 604,232 ) 4.45

Nonvested - December 31, 2024

Unvested - December 31, 2025

4,283,456 $ 6.07

We recognized $ 3.1 million and $ 5.7 million of equity-based compensation expense for the years ended December 31, 2025 and 2024 , respectively, which is included in General and Administrative in the Consolidated Statements of Operations.

Included in the 2024 and 2023 expense were equity awards granted in lieu of salary amounts as noted above.

Included in the expense were equity awards granted in lieu of salary amounts.

The remaining unrecognized compensation cost of approximately $ 4.4 million will be recognized over a weighted average term of 2.0 years.

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$ 1,321 $ 3,332

Straight-line rental income

Straight-line rental income adjustments

$ ( 17 ) $ 46

Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2025 , assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (excluding leases subsequently replaced by asset management contracts, dollars in thousands):

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3.5 % and the Consumer Price Index.

The lease is accounted for as an operating lease under ASU

02, Leases – (Topic

The lease is accounted for as an operating lease under ASC

We recognized a Right of Use (“ROU”) Leased Asset and a ROU Lease Liability on the lease commencement date which is included in Land and Improvements and Accounts Payable and Accrued Expenses , respectively, on the Consolidated Balance Sheets.

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We recognized approximately

$ 40,000 of operating lease expense during the year ended

$ 40,000 of operating lease expense during the years ended

This expense is included in Property Operating Expense on the Consolidated Statements of Operations.

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Louis and MVP St.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 and $ 13.0 million (substantially all real estate investments) and liabilities of approximately $ 6.0 and $ 6.6 million (substantially all mortgage debt) before consolidation as of December 31, 2024 and 2023, respectively.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 million (substantially all real estate investments) and liabilities of approximately $ 6.1 and $ 6.0 million (substantially all mortgage debt) before consolidation as of December 31, 2025 and 2024, respectively.

Due to the structure of this VIE, the assets of MVP St.

Louis can only be used to settle the liabilities of that entity and the VIE's creditors do not have recourse to the Company.

Note 13 — Income Taxes

Legacy MIC previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed Legacy MIC to qualify as a REIT through December 31, 2019.

As a consequence of the COVID- 19 pandemic, Legacy MIC earned management income in lieu of lease income from a number of distressed tenants, which did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, was not in compliance with the annual REIT income tests for the year ended December 31, 2020.

Accordingly, Legacy MIC did not qualify for taxation as a REIT in 2020.

We continue to be taxed as a C corporation and are subject to federal income tax on our taxable income at regular corporate rates.

A full valuation allowance for deferred tax assets was historically provided each year as it was more likely than not that the Company would not realize the benefits of its deferred tax assets.

We are taxed as a C corporation and are subject to federal income tax on our taxable income at regular corporate rates.

A full valuation allowance for deferred tax assets was historically provided each year as it was more likely than not that we would not realize the benefits of our deferred tax assets.

As a taxable C Corporation, we have evaluated our deferred tax assets for the year ended December 31, 2025 , which consist primarily of net operating losses and our investment in the Operating Partnership.

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Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

Despite substantial growth in property-level operations, we have continued to generate a net loss and as such we have determined that we will continue to record a full valuation allowance against our deferred tax assets for the year ended December 31, 2024 .

We have continued to generate a net loss and as such we have determined that we will continue to record a full valuation allowance against our deferred tax assets for the year ended December 31, 2025 .

A change in circumstances may cause us to change our judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized.

We would generally report any change in the valuation allowance through our Consolidated Statements of Operations in the period in which such changes in circumstances occur.

The provision for income taxes for the years ended December 31, 2024 and 2023 consisted of the following, which is included in general and administrative expense in the Consolidated Statements of Operations (dollars in thousands):

The provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following (dollars in thousands):

Total Current

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The following table presents a reconciliation of the statutory corporate U.S.

federal income tax rate to our effective tax rate as of December 31, 2024 :

federal income tax rate to our effective tax rate as of December 31, 2025 and 2024 (dollars in thousands):

statutory rate

21.00 % $ ( 4,493 ) 21.00 % $ ( 1,284 )

State taxes, net of federal effect

Change in valuation allowance

( 17.74 )% 3,794 ( 21.59 )% 1,320

Non-Deductible Expenses

Provision to return

( 4.20 )% 898 — —

Change in Valuation Allowance

0.93 % ( 199 ) 0.59 % ( 36 )

Effective income tax rate

State taxes, net of federal effect (1)

Effective income tax

As the state tax liability is zero, there are no states over the 50% threshold.

The balances for deferred taxes for the years ended December 31, 2025 and 2024 consisted of the following (dollars in thousands):

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Total net deferred taxes

As of December 31, 2024 and 2023.

we had federal and various state net operating loss (NOL) carryforwards of $ 95.8 million and $ 73.8 million, respectively.

As of December 31, 2025 and 2024, we had federal and various state net operating loss (NOL) carryforwards of $ 97.8 million and $ 95.8 million, respectively.

The federal net operating losses generated in 2018 and after of $ 87.2 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year.

The federal net operating losses generated prior to 2018 of $ 8.6 million will begin to expire in 2036 unless previously utilized.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and does not materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

Note 14 — Fair Value

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In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable.

Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.

Due to their short maturities or recent nature, the carrying amounts of these assets and liabilities approximate fair value.

The estimated fair value of our notes payable, including the Revolving Credit Facility in 2023, were derived using Level 2 inputs and approxim ates $ 186.7 million and $ 182.9 million as of December 31, 2024 and 2023 , respectively.

The carrying amount of the Line of Credit as of December 31, 2024 approximates fair value due to its recent nature.

The estimated fair value of our notes payable were derived using Level 2 inputs and approxim ates $ 187.8 million and $ 186.7 million as of December 31, 2025 and 2024 , respectively.

The carrying amount of the Line of Credit as of December 31, 2025 approximates fair value due to its short time to maturity.

Recurring and Nonrecurring Fair Value Measurements

Our Earn-Out Shares and interest rate cap are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed.

We have 1,900,000 shares of common stock that are subject to an earn-out structure (the "Earn-Out Shares"), as described below.

The Earn-Out Shares and interest rate swap are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed.

Fair value measurements that occurred as of and during the years ended December 31, 2025 and 2024 were as follows (in thousands):

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— — — — — $ 935

Interest rate cap

Interest rate swap

— $ 167 — — — —

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Because we are a newly-listed company with limited share activity, we were required to exercise judgment in estimating expected volatility (currently 25.0 % to 40.0 %) and in selection of comparable companies.

We recognized a gain of approxim ately $ 0.8 million and $ 4.1 million during the years ended December 31, 2024 and December 31, 2023, respectively, a s a result of changes in the estimated fair values after the Merger.

The gain is recorded as the Change in Fair Value of Earn-out Liability in the Consolidated Statements of Operations.

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Balance as of January 1, 2024

Impact of the Merger (initial valuation)

Change in fair value recognized in earnings

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Balance as of December 31, 2025

Interest rate swap

Our interest rate swap is measured at fair value on a recurring basis.

The valuation is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The fair value of the interest rate swap is determined using the market standard methodology of valuing the expected discounted future fixed cash receipts.

The variable cash or receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We evaluated the need for credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, but believe these impacts are not material.

Because we determined that the significant inputs used to value our derivatives are observable, we believe our derivative valuation is classified in Level 2 of the fair value hierarchy.

Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred.

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Because we use estimates and assumptions regarding an assets’ future performance and cash flows as well as market conditions and discount rates, we determined the impaired assets would fall under Level 3 of the fair value hierarchy.

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 impaired approximately $ 9.0 million of our real estate assets as a result of continuing delayed back-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.

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 property dispositions, including planned dispositions currently under contract.

Note 15 — Commitments and Contingencies

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Other than as noted below, or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

In March 2023, Legacy MIC's former CEO filed a complaint against Legacy MIC.

On September 6, 2023, the parties entered into a settlement agreement, and we recognized a gain of approximately $ 1.2 million which was recorded as Other Income, Net in the Consolidated Statements of Operations for the year ended December 31, 2023.

In January 2023, the 43rd District Court of Parker County, Texas, entered summary judgment against MVP Fort Worth Taylor, LLC, a subsidiary of Legacy MIC, in favor of the plaintiff, John Roy, who alleged that he was due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated.

Legacy MIC filed an appeal.

In July 2024, the Texas Court of Appeals, Second District, reversed the decision of the District Court granting summary judgement in favor of Mr.

Roy and remanded the case to the District Court for further consideration.

As a result of the District Court’s summary judgment, in December 2022 we recognized a charge of $ 0.7 million for the full estimated amount of damages (including legal fees and costs).

During the first quarter of 2023, and as part of the appeals process, Legacy MIC posted cash collateral of $ 0.7 million for an appeals bond.

In January 2023, the 43rd District Court of Parker County, Texas, entered summary judgment against MVP Fort Worth Taylor, LLC, one of our subsidiaries, in favor of the plaintiff, John Roy, who alleged that he was due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated.

In September 2024, a settlement was reached resulting in a gain on the settlement of approximately $ 0.3 million which is reflected in Other Income, Net in the Consolidated Statements of Operations for the year ended December 31, 2024.

In September 2023, we entered into arbitration with one vendor regarding disputes over amounts payable of approximately $ 1.8 million.

In June 2024, a settlement was reached and the net impact of the gain on the settlement and related legal and administrative fees is immaterial to the Consolidated Statements of Operations for the year ended December 31, 2024.

Note 16 — Related Party Transactions and Arrangements

Three of our assets, 1W7 Carpark, 222W7 and Whitefront Garage, are currently operated by PCA, Inc., dba Park Place Parking.

Park Place Parking is a private parking operator that is wholly owned by relatives of our CEO.

Our CEO is neither an owner nor beneficiary of Park Place Parking.

As of December 31, 2024 and 2023, we recorded balances of approximately $ 0.2 million and $ 0.1 million, respectively, from Park Place Parking which are included in Accounts Receivable, Net on the Consolidated Balance Sheets and were subsequently paid within terms of the management agreement.

In May 2022, we entered into a lease agreement with ProKids, an Ohio not -for-profit.

An immediate family member of our CEO is a member of the Board of Trustees and President of that organization.

ProKids leased 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building in Cincinnati, Ohio for 120 months.

ProKids will invest in the tenant improvements in this space and ultimately use it as their headquarters location.

Previously, three of our assets were operated by PCA, Inc., dba Park Place Parking.

Park Place Parking is a private parking operator that is wholly owned by relatives of the Executive Chairman of the Board.

The Executive Chairman of the Board is neither an owner nor beneficiary of Park Place Parking.

As of December 31, 2024, we recorded a balance of approximately $ 0.2 million from Park Place Parking which is included in Accounts Receivable, Net on the Consolidated Balance Sheets and was subsequently paid within terms of the management agreement.

Park Place Parking did not operate any of our assets as of December 31, 2025.

We have a lease agreement with ProKids, an Ohio not -for-profit, leasing 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building in Cincinnati, Ohio, for 120 months to the organization.

An immediate family member of the Executive Chairman of the Board is a member of the Board of Trustees of ProKids.

ProKids will have no rent due to us throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors and payment toward common area utility costs.

As of December 31, 2024, ProKids owes an immaterial amount of rental income related to the lease agreement.

As of December 31, 2025 and 2024, ProKids owes an immaterial amount of rental income related to the lease agreement.

In connection with our recapitalization transaction in August 2021, we owe approximately $ 0.5 million to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up.

The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheets.

The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheets for the years ended December 31, 2025 and 2024.

We have agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up as well as certain legal services in connection with the Registration Rights Agreement.

We incurred approximately $ 0.1 million and approximately $ 50,000 related to these services which is reflected in General and Administrative and Other Income (Expense), respectively, on the Consolidated Statements of Operations for the year ended December 31, 2024.

We incurred approximately $ 0.1 million related to these services for the years ended December 31, 2025 and 2024.

License Agreement

On August 25, 2021, we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of our CEO and President (the “Supplier”), pursuant to which we granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $ 5,000 per month.

On August 25, 2021, we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of the Executive Chairman of the Board and our Chief Executive Officer and President (the “Supplier”), pursuant to which we granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $ 5,000 per month.

This agreement ended during the second quarter of 2025.

Tax Matters Agreement

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For information about the parking segment for the years ended December 31, 2025 and 2024, refer to the Consolidated Statement of Operations.

Note 19 — Revision of Previously Issued Financial Statements

During the year ended December 31, 2024, the Company identified certain errors impacting our 2023 annual filing.

The error resulted from a need to adjust the carrying amount of noncontrolling interest related to conversions of preferred shares into common shares.

Management assessed the materiality of these errors and concluded the misstatements were not material to the audited financial statements for the period ended December 31, 2023.

Presented below are revisions to the previously issued financial statements presented in this Form 10 -K.

As of December 31, 2023

(in thousands)

Consolidated Balance Sheet:

Additional paid-in capital

$ 240,357 $ 21,827 $ 262,184

Non-controlling interest

$ 93,568 $ ( 21,827 ) $ 71,741

For the Year Ended December 31, 2023

(in thousands)

Consolidated Statement of Changes in Equity

Allocation of equity to non-controlling interest

$ — $ 21,827 $ 21,827

Additional paid-in capital

$ 240,357 $ 21,827 $ 262,184

Non-controlling interest

$ 93,568 $ ( 21,827 ) $ 71,741

REAL ESTATE AND ACCUMULATED DEPRECIATION

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Gross Carrying Amount at December 31, 2025 (1)

Land and Buildings and Carrying Land and Building and Depreciation Date statement is

West 9th Street (3)

Buildings and

Cleveland - Union & Archer Lot (3)

** $ 5,675 $ — $ 302 -- $ 5,918 $ 59 $ 5,977 $ 119 2016 15

Crown Colony (3)

Cleveland - Crown Colony Lot (3)

** 3,030 — 19 -- 2,954 — 2,954 11 2016 15

St Louis Washington

Louis - Washington Lot

** 3,000 — 7 -- 1,637 — 1,637 3 2016 15

St Paul Holiday Garage

Paul - Holiday Inn Garage

** 1,673 6,527 707 -- 1,673 7,234 8,907 1,770 2016 39,15

Louisville Station

Louisville - Heyburn Lot

— 3,050 — 57 -- 3,007 — 3,007 33 2016 15

Whitefront Garage

Nashville - White Front Garage

** 3,116 8,380 197 -- 3,116 8,576 11,692 2,089 2016 39,15

Cleveland Lincoln Garage

Cleveland - IMG Garage

— 2,195 5,122 5,267 -- 1,378 8,482 9,860 3,061 2016 39,15

Houston Preston

Houston - Preston Lot

** 2,800 — 20 -- 2,820 — 2,820 11 2016 15

Houston San Jacinto

Houston - San Jacinto Lot

** 3,200 — 50 -- 3,250 — 3,250 28 2016 15

MVP Detroit Center Garage

Detroit - RenCen Garage

** 7,000 48,000 1,096 -- 6,497 37,716 44,213 2,706 2017 39,15

Louis Broadway

Louis - Broadway Lot

** 2,400 — — -- 2,400 — 2,400 — 2017 N/A

Louis Seventh & Cerre

Louis - 7th & Cerre Lot

** 3,300 — — -- 3,300 — 3,300 — 2017 N/A

MVP Preferred Parking

10,789 15,800 4,700 749 -- 15,230 5,279 20,509 1,184 2017 39,15

MVP Raider Park Garage

Houston - Preston Garage + Congress Lot

** 15,800 4,700 749 -- 15,230 5,279 20,509 1,350 2017 39,15

MVP PF Memphis Poplar 2013

Memphis - Poplar Lot

1,759 3,658 — 24 -- 3,670 12 3,682 30 2017 15

Louis - Shoe Lot

4,008 5,041 — 29 -- 5,041 29 5,070 61 2017 15

Mabley Place Garage

Cincinnati - Mabley Place Garage

11,791 1,585 19,018 1,081 -- 1,360 17,324 18,684 3,785 2017 39,15

MVP Denver Sherman

249 705 — — -- 705 — 705 — 2017 N/A

MVP Fort Worth Taylor

Fort Worth - Taylor St Garage

** 2,845 24,405 98 -- 2,845 24,503 27,348 5,058 2017 39,15

MVP Milwaukee Old World

Milwaukee - Old World Lot

** 2,003 — 8 -- 2,003 8 2,011 40 2017 15

MVP Houston Saks Garage

Houston - Saks Garage

** 4,931 5,221 161 -- 3,712 4,099 7,811 928 2017 39,15

MVP Milwaukee Wells

Milwaukee - Wells Lot

** 4,994 — — -- 4,374 — 4,374 132 2017 15

MVP Indianapolis City Park

Indianapolis - City Parking Garage

* 2,056 8,557 138 -- 2,056 8,695 10,751 1,832 2017 39,15

MVP Minneapolis Venture

Minneapolis - Ramada Lot

— 4,013 — 135 -- 4,013 134 4,147 26 2017 N/A

MVP Indianapolis Meridian Lot

938 1,573 — — -- 1,523 — 1,523 10 2017 15

MVP Milwaukee Clybourn

Milwaukee - Clybourn Lot

— 257 — — -- 257 — 257 6 2017 15

MVP Milwaukee Arena

1,871 4,631 — 52 -- 4,641 42 4,683 7 2017 N/A

MVP Denver 1935 Sherman

Milwaukee - Arena Lot

** 4,631 — 52 -- 4,641 42 4,683 10 2017 N/A

MVP Bridgeport Fairfield Garage

Bridgeport - Lafayette Square Garage

** 498 7,555 63 -- 498 7,619 8,117 1,646 2017 39,15

Minneapolis City Parking

Minneapolis - Orpheum Lot

** 9,633 — 30 -- 7,513 30 7,543 160 2017 15

MVP New Orleans Rampart

New Orleans - Rampart Lot

** 8,105 — 332 -- 8,167 — 8,167 27 2018 N/A

MVP Hawaii Marks

Honolulu - Marks Garage

* 9,119 11,715 273 -- 7,982 8,517 16,499 — 2018 39,15

Cincinnati - 1 West 7th Garage

* 2,995 28,762 275 -- 2,995 29,038 32,033 3,239 2021 39, 15

Cincinnati - 222 West 7th Garage

* 4,391 23,879 171 -- 4,391 24,050 28,441 2,692 2021 39

Chicago - River East Garage

* 11,387 27,035 744 -- 11,387 27,779 39,166 3,135 2021 39

Miami - Chase Garage

— 93 — 13 -- 93 13 106 1 2021 N/A

Denver 1725 Champa Street Garage

Denver - Residence Inn Garage

* 7,414 8,860 448 -- 7,414 9,308 16,722 1,042 2021 39

222 Sheraton Bricktown Garage

Oklahoma City - Bricktown Garage

* 1,314 16,020 42 1,314 16,062 17,376 1,481 2022 39

Louis Cardinal Lot DST

Louis - Cardinal Lot

6,000 11,660 19 — -- 11,660 19 11,679 5 2017 N/A

6 unchanged sentences

* Property financed under the 2034 CMBS Loan.

** Property financed under the Series 2025 - 1 Class A- 2 Notes

The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2025 and 2024 (dollars in thousands):

7 unchanged sentences

$ 395,193 $ 417,672

This amount does not include intangible assets and construction in progress totaling approximately $ 10.1 million and $ 13,000 , respectively, as of December 31, 2024 and approximately $ 10.2 million and $ 0.3 million as of December 31, 2023 , respectively.

This amount does not include intangible assets and construction in progress totaling approximately $ 5.7 million and $ 87,000 , respectively, as of December 31, 2025 and approximately $ 10.1 million and $ 13,000 as of December 31, 2024, respectively.

The following table reconciles the accumulated depreciation for the years ended December 31, 2025 and 2024 (dollars in thousands):

7 unchanged sentences

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 9A. Controls and Procedures