Mobile Infrastructure Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded, as of that time, our disclosure controls and procedures were effective. 41 Table of Contents Management ’ s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 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. 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 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. ITEM 9B. OTHER INFORMATION Insider Trading Arrangements During the fiscal quarter ended December 31, 2025 , no directors or officers (as defined in Rule 16a - 1 (f) under the Exchange Act) adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as those terms are defined in Regulation S-K, Item 408. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10 -K. We have adopted comprehensive insider trading policies and procedures that apply to all directors, officers and employees. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5 - 1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10 -K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10 -K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. 42 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025 in connection with the Company's 2026 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statement Schedules See the Index to Consolidated Financial Statements on page F-1 of this report. (b) Exhibits Exhibit No . Description of Exhibit Form Exhibit of Annex Filing Date File Number 2.1† Agreement and Plan of Merger, dated as of December 13, 2022, by and among FWAC, Merger Sub and Legacy MIC 424B3 A-1 July 11, 2023 333-269231 2.2† First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, by and among FWAC, Merger Sub and Legacy MIC 424B3 A-2 July 11, 2023 333-269231 3.1 Articles of Incorporation of MIC 8-K 3.1 August 31, 2023 001-40415 3.2 Articles of Merger (effecting the change of the name of MIC to “Mobile Infrastructure Corporation”) 8-K 3.2 August 31, 2023 001-40415 3.3 Bylaws of MIC 8-K 3.3 August 31, 2023 001-40415 4.1 Specimen Common Stock Certificate of MIC S-4/A 4.2 April 11, 2023 333-269231 4.2 Warrant Agreement, dated as of August 25, 2021, by and between Legacy MIC and Color Up, LLC 8-K 10.14 August 31, 2023 000-55760 4.3 Warrant Assumption and Amendment Agreement, dated as of August 25, 2023, by and among Legacy MIC, MIC, and Color Up, LLC 8-K 10.15 August 31, 2023 001-40415 4.4 Amended and Restated Warrant Agreement, dated as of August 29, 2023, by and between MIC and Color Up, LLC 8-K 10.16 August 31, 2023 001-40415 4.6 Description of Securities 10-K 4.6 March 22, 2024 001-40415 10.1† Credit Agreement, dated as of September 11, 2024 among MIC, the Lenders party thereto and Harvest Small Cap Partners, L.P. 8-K 10.1 September 11, 2024 001-40415 10.2 CMBS Loan Agreement, dated December 6, 2024, by and among the Borrowers party thereto and Argentic Real Estate Finance 2 LLC. 8-K 10.1 December 11, 2024 001-40415 10.3 Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A. 8-K 10.1 January 12, 2017 333-205893 10.4 Tax Matters Agreement, dated as of August 25, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and each Protected Partner identified as a signatory on Schedule I thereto 8-K 10.1 August 31, 2021 000-55760 43 Table of Contents 10.5 Assignment of Claims, Causes of Action, and Proceeds, dated as of August 25, 2021, by Legacy MIC in favor of Michael V. Shustek, MVP Realty Advisors, LLC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and their designees, successors, representatives, heirs, and assigns 8-K 10.3 August 31, 2021 000-55760 10.6 Software License and Development Agreement, dated as of August 25, 2021, by and between Legacy MIC and DIA Land Co., LLC 8-K 10.7 August 31, 2021 000-55760 10.7 Amended and Restated Registration Rights Agreement, dated as of November 2, 2021, by and among Legacy MIC, Color Up, LLC and HSCP Strategic III, L.P. 8-K 10.3 November 4, 2021 000-55760 10.8# Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Manuel Chavez 8-K 10.10 August 31, 2021 000-55760 10.9# Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Stephanie Hogue 8-K 10.11 August 31, 2021 000-55760 10.10# First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.1 August 26, 2022 000-55760 10.11# First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.2 August 26, 2022 000-55760 10.12# Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.4 December 14, 2022 000-55760 10.13# Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.5 December 14, 2022 000-55760 10.14# Form of Performance Unit Award Agreement 10-Q 10.1 August 15, 2022 000-55760 10.15# Form of First Amendment to Performance Unit Agreement S-4/A 10.39 April 11, 2023 333-269231 10.16# Form of LTIP Unit Agreement (Director Grants) 10-Q 10.2 August 15, 2022 000-55760 10.17# Form of LTIP Unit Agreement (Liquidity Event) 8-K 10.3 August 26, 2022 000-55760 10.18# First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.6 December 14, 2022 000-55760 10.19# First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.7 December 14, 2023 000-55760 10.20# Form of First Amendment to LTIP Unit Agreement S-4/A 10.44 April 11, 2023 333-269231 10.21# Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC Performance Unit Award Agreement S-4/A 10.45 April 11, 2023 333-269231 10.22# Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC LTIP Unit Award Agreement S-4/A 10.46 April 11, 2023 333-269231 10.23# Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan 424B3 N July 11, 2023 333-269231 10.24 Registration Rights Agreement, dated as of August 25, 2023, by and among MIC, FWAC, the FWAC Sponsor Holders identified on Schedule A thereto, the MIC Holders identified on Scheduled B thereto, and the Preferred Holders identified on Schedule C thereto 8-K 10.42 August 31, 2023 001-40415 10.25 Second Amended and Restated Sponsor Agreement, dated as of June 15, 2023, by and among FWAC, Legacy MIC, Sponsor, and certain holders of FWAC Class B Shares 424B3 F July 11, 2023 333-269231 10.26 Letter Agreement, dated as of August 25, 2023, by and among FWAC, Sponsor, and Legacy MIC 8-K 10.46 August 31, 2023 001-40415 10.27 Form of Preferred Subscription Agreement 424B3 K July 11, 2023 333-269231 10.28 Support Agreement, dated as of December 13, 2022, by and between FWAC and Color Up, LLC 8-K 10.5 December 14, 2022 001-40415 10.29 Amended and Restated Support Agreement, dated as of March 23, 2023, by and between FWAC and HSCP Strategic III, L.P 8-K 10.1 March 23, 2023 001-40415 10.30 Limited Liability Company Agreement of Mobile Infra Operating Company, LLC 8-K 10.50 August 31, 2023 001-40415 44 Table of Contents 10.31 Form of Indemnification Agreement of MIC S-4/A 10.60 April 11, 2023 333-269231 10.32† First Amendment to Credit Agreement, dated September 5, 2025 8-K 10.1 September 9, 2025 001-40415 10.33† 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. 8-K 10.1 October 31, 2025 001-40415 10.34† 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. 8-K 10.2 October 31, 2025 001-40415 10.35† Management Agreement, dated October 29, 2025, by and among Mobile Infrastructure Funding, LLC, each Asset Entity party thereto and Mobile Infra Operating Company, LLC. 8-K 10.3 October 31, 2025 001-40415 10.36# Executive Chair Agreement, dated November 17, 2025 8-K 10.1 November 17, 2025 001-40415 10.37# Amended and Restated Employment Agreement, date November 17, 2025 8-K 10.2 November 17, 2025 001-40415 10.38 Second Amendment to Credit Agreement, dated December 23, 2025 8-K 10.1 December 23, 2025 001-40415 19.1 Insider Trading Policy 10-K 19.1 March 11, 2025 001-40415 21.1* List of subsidiaries of MIC 23.1* Consent of Deloitte & Touche LLP, independent registered public accounting firm of MIC 23.2* Consent of Grant Thornton LLP, independent registered public accounting firm of MIC 31.1* 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 31.2* 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 32* 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 97.1 Policy for the Recovery of Erroneously Awarded Compensation 10-K 97.1 March 22, 2024 001-40415 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Linkbase Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document101.DEF* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed concurrently herewith. # Indicates a management or compensatory plan † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. ITEM 16. Form 10-K Summary None. 45 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Mobile Infrastructure Corporation By: /s/ Stephanie Hogue Stephanie Hogue President & Chief Executive Officer Date: March 5, 2026 By: /s/ Paul Gohr Paul Gohr Chief Financial Officer Date: March 5, 2026 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. Signature Capacity Date /s/ Stephanie Hogue President and Chief Executive Officer March 5, 2026 Stephanie Hogue (Principal Executive Officer) /s/ Paul Gohr Chief Financial Officer March 5, 2026 Paul Gohr (Principal Financial Officer and Principal Accounting Officer) /s/ Manuel Chavez Executive Chairman and Director March 5, 2026 Manuel Chavez /s/ David Garfinkle Director March 5, 2026 David Garfinkle /s/ Danica Holley Director March 5, 2026 Danica Holley /s/ Damon Jones Director March 5, 2026 Damon Jones /s/ Jeffrey B. Osher Director March 5, 2026 Jeffrey B. Osher 46 Table of Contents INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 248 ) F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 34) F-3 FINANCIAL STATEMENTS Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to the Consolidated Financial Statements F-8 F-1 Table of Contents 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 F-2 Table of Contents 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 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 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/ Deloitte & Touche LLP Cincinnati, OH March 11, 2025 We began serving as the Company's auditor in 2021. In 2025 we became the predecessor auditor. F-3 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) As of December 31, 2025 2024 ASSETS Investments in real estate Land and improvements $ 150,566 $ 157,922 Buildings and improvements 244,627 259,750 Construction in progress 87 13 Intangible assets 5,717 10,063 400,997 427,748 Accumulated depreciation and amortization ( 38,860 ) ( 38,018 ) Total investments in real estate, net 362,137 389,730 Cash and cash equivalents 8,349 10,655 Cash – restricted 6,935 5,164 Accounts receivable, net 3,985 3,516 Notes receivable — 3,120 Other assets 1,058 2,877 Total assets $ 382,464 $ 415,062 LIABILITIES AND EQUITY Liabilities Notes payable, net $ 181,771 $ 185,921 Line of credit 25,895 27,238 Accounts payable and accrued expenses 15,196 10,634 Accrued preferred distributions and redemptions 67 596 Earn-Out liability — 935 Due to related parties 490 467 Total liabilities 223,419 225,791 Equity Mobile Infrastructure Corporation Stockholders’ Equity Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,296 and 1,949 shares issued and outstanding, with a stated liquidation value of $ 1,296,000 and $ 1,949,000 as of December 31, 2025 and December 31, 2024, respectively — — Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 13,315 and 18,165 shares issued and outstanding, with a stated liquidation value of $ 13,315,000 and $ 18,165,000 as of December 31, 2025 and December 31, 2024, respectively — — Preferred stock Series 2, $ 0.0001 par value, 60,000 shares authorized, 46,000 issued and converted (stated liquidation value of zero as of December 31, 2025 and December 31, 2024) — — Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 39,662,049 and 40,376,974 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 2 2 Warrants issued and outstanding – 2,553,192 warrants as of December 31, 2025 and December 31, 2024 3,319 3,319 Additional paid-in capital 299,446 306,718 Accumulated deficit ( 161,496 ) ( 140,056 ) Total Mobile Infrastructure Corporation Stockholders’ Equity 141,271 169,983 Non-controlling interest 17,774 19,288 Total equity 159,045 189,271 Total liabilities and equity $ 382,464 $ 415,062 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) For the Years Ended December 31, 2025 2024 Revenues Managed property revenue $ 28,619 $ 27,848 Base rental income 5,394 6,195 Percentage rental income 1,062 2,965 Total revenues 35,075 37,008 Operating expenses Property taxes 6,988 7,256 Property operating expense 7,367 7,119 Depreciation and amortization 10,577 8,403 General and administrative 7,969 10,794 Professional fees 1,554 1,759 Impairment 3,762 157 Total expenses 38,217 35,488 Other Interest expense, net ( 19,039 ) ( 13,830 ) Loss on extinguishment of debt ( 2,600 ) — (Loss) gain on sale of real estate ( 124 ) 2,651 Other income, net 256 434 Change in fair value of Earn-Out liability 935 844 Total other expense ( 20,572 ) ( 9,901 ) Net loss ( 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 ( 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. F-5 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except share amounts) Preferred stock Common stock Additional Non- Number of Number of Paid-in Accumulated controlling Shares Par Value Shares Par Value Warrants Capital Deficit interest Total Balance, December 31, 2023 39,489 $ — 27,858,539 $ 2 $ 3,319 $ 262,184 $ ( 134,291 ) $ 71,741 $ 202,955 Equity-based payments — — 73,609 — — 1,392 — 5,294 6,686 Distributions to non-controlling interest holders — — — — — — — ( 208 ) ( 208 ) Purchase of minority interest in subsidiary — — — — — 144 — ( 1,644 ) ( 1,500 ) Issuance of common stock — — 500,000 — — 1,740 — — 1,740 Share repurchase program — — ( 419,188 ) — — ( 1,326 ) — — ( 1,326 ) Redemptions - Series 1 ( 10,554 ) — — — — ( 11,057 ) — — ( 11,057 ) 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 Conversions - Series A ( 583 ) — 192,656 — — 171 — — 171 Allocation of equity to non-controlling interest — — 9,381,458 — — 53,243 — ( 53,279 ) ( 36 ) Net loss — — — — — — ( 5,765 ) ( 2,616 ) ( 8,381 ) Balance, December 31, 2024 20,114 $ — 40,376,974 $ 2 $ 3,319 $ 306,718 $ ( 140,056 ) $ 19,288 $ 189,271 Equity based payments — — 215,012 — — 1,255 — 2,351 3,606 Distributions to non-controlling interest holders — — — — — — — ( 185 ) ( 185 ) Share repurchase program — — ( 1,211,217 ) — — ( 3,972 ) — — ( 3,972 ) Redemptions - Series 1 ( 4,849 ) — — — — ( 4,346 ) — — ( 4,346 ) Redemptions - Series A ( 654 ) — — — — ( 654 ) — — ( 654 ) Declared distributions – Series A ($ 14.38 per share) — — — — — ( 102 ) — — ( 102 ) Declared distributions – Series 1 ($ 13.75 per share) — — — — — ( 859 ) — — ( 859 ) Allocation of equity to non-controlling interest — — 281,280 — — 1,406 — ( 1,406 ) — Net loss — — — — — — ( 21,440 ) ( 2,274 ) ( 23,714 ) Balance, December 31, 2025 14,611 $ — 39,662,049 $ 2 $ 3,319 $ 299,446 $ ( 161,496 ) $ 17,774 $ 159,045 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Years Ended December 31 2025 2024 Cash flows from operating activities: Net Loss $ ( 23,714 ) $ ( 8,381 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization expense 10,577 8,403 Amortization of loan costs and discounts 2,680 1,416 Gain on settlement of liability — ( 823 ) Loss on interest rate hedge 167 55 Loss (gain) on sale of real estate 124 ( 2,651 ) Equity-based payment 3,136 5,719 Impairment 3,762 157 Change in fair value of Earn-Out liability ( 935 ) ( 844 ) Changes in operating assets and liabilities Due to/from related parties 23 ( 3 ) Accounts payable and accrued expenses 5,242 ( 1,915 ) Indemnification liability — ( 350 ) Deposits ( 105 ) — Other assets 407 ( 320 ) Accounts receivable, net ( 516 ) ( 1,247 ) Net cash provided by (used in) operating activities 848 ( 784 ) Cash flows from investing activities: Capital expenditures ( 1,099 ) ( 511 ) Insurance reimbursement for capital expenditures 309 — Proceeds from note receivable 3,120 — Proceeds on sale of investment in real estate 14,004 4,746 Net cash provided by investing activities 16,334 4,235 Cash flows from financing activities: Proceeds from Line of Credit 7,572 27,238 Proceeds from notes payable 88,304 93,400 Payments on notes payable ( 89,853 ) ( 40,046 ) Payments on Revolving Credit Facility — ( 58,700 ) Payments on Line of Credit ( 8,915 ) — Distributions to non-controlling interest holders ( 185 ) ( 208 ) Purchase of minority interest in subsidiary — ( 1,500 ) Loan fees ( 4,041 ) ( 2,542 ) Share repurchase plan ( 3,972 ) ( 1,326 ) Shares repurchased for vesting of employee awards ( 135 ) ( 133 ) Preferred redemption payments ( 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 5,164 5,577 Cash and cash equivalents and restricted cash at beginning of period $ 15,819 $ 16,711 Cash and cash equivalents at end of period 8,349 10,655 Restricted cash at end of period 6,935 5,164 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 $ 67 $ 95 Accrued preferred distributions paid in common stock — $ 2,452 Right of use asset and lease liability — $ 332 Note receivable related to disposition of property — $ 3,120 Requested preferred redemptions not yet paid — $ 503 Common stock issued as loan fees — $ 1,740 Equity shares issued in exchange for accrued compensation — $ 1,103 Accrued capital expenditures $ 15 $ 595 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents MOBILE INFRASTRUCTURE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Note 1 — Organization and Business Operations 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 (“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. 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, 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. Note 2 — Summary of Significant Accounting Policies Basis of Accounting Our consolidated financial statements are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the Financial Accounting Standards Board (“FASB”) ASC, and in conjunction with rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. There was no impact to our financial position as a result of any reclassification. Going Concern 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 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 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. 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. F- 8 Table of Contents Consolidation The consolidated financial statements include the accounts of the Company, the Operating Company, each of their wholly owned subsidiaries, and all other entities in which we have a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), we consolidate those entities when we are the primary beneficiary of the entity. We are determined to be the primary beneficiary when we possess both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We continually evaluate whether we qualify as the primary beneficiary and reconsider our determination of whether an entity is a VIE upon reconsideration events. All intercompany activity is eliminated in consolidation. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. 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 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding stock issuance, equity compensation, asset impairment, and purchase price allocations to record investments in real estate, as applicable. Concentration Our operators may act as agents collecting revenues on our behalf or may act as lessee if under a lease agreement. The revenue from locations where Metropolis Technologies, Inc. (“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 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. The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators. Acquisitions 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. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by us (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. In making estimates of fair values for purposes of allocating purchase price, we will utilize several sources, including independent third -party valuations that may be obtained in connection with the acquisition or financing of the respective property and other market data. We will also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. F- 9 Table of Contents We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. In our analysis of the in-place lease intangibles, we consider multiple factors, including an estimate of carrying costs during the expected lease-up period for each property, current market conditions and costs to execute similar leases. In estimating carrying costs, we will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. The value of lease intangibles is amortized to Depreciation and Amortization in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. Impairment of Long-Lived Assets On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as declines in net operating income (“NOI”) and performance compared to internal forecasts. 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 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. We also utilize expected net sales proceeds to estimate the fair value of any properties that are actively being marketed for sale. See Note 14 for additional discussion regarding impairment of long-lived assets. At least annually, we review indefinite-lived intangible assets for indicators of impairment. We first evaluate qualitative factors to determine if it is more likely than not that the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. Such qualitative factors include the impact of macroeconomic conditions, changes in the industry or market, cost factors, and financial performance. If we then conclude that impairment exists, we will recognize a charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. Balances of cash and cash equivalents held at financial institutions may, at times, be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. Revenue Recognition 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. We recognize revenue and expenses on a gross basis as we have determined we are the principal in these arrangements. These management contracts are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers, and the revenues associated with these contracts are recorded as Managed Property Revenue in the Consolidated Statement of Operations. Taxes assessed by a governmental authority that are collected from a customer are excluded from revenue. See Note 3 for additional discussion regarding managed property revenues. F- 10 Table of Contents Leases A portion of our revenue is rental income derived from leases of our real estate assets. We account for our leases in accordance with ASC Topic 842, Leases (“ASC 842” ). The majority of our leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. 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. A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met: • if the lease transfers ownership of the underlying asset to the lessee by the end of the term; • if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised; • if the lease term is for the major part of the remaining economic life of the underlying asset; or • if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of our leases are classified as operating leases. Certain of our lease agreements provide for tenant reimbursements of property taxes and other operating expenses that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations in the period in which the applicable expenses are incurred. Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. Lease receivables are reviewed each reporting period to determine whether or not it is probable that we will realize substantially all lease payments from our tenants. If we determine it is not probable that we will collect substantially all of the remaining lease payments from a tenant, revenue for that tenant is recorded on a cash basis. Future rental income for that tenant will then be recognized on a cash basis, including any amounts relating to tenant reimbursement of expenses and receivables related to straight-line rent. We will resume recording lease income on an accrual basis for cash-basis tenants once we believe the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Base Rental Income on the Consolidated Statements of Operations. 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, 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. 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 Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is recognized on a straight-line method over the estimated useful lives of each asset type. We periodically assess the reasonableness of useful lives which generally have the following lives, by asset class: up to 39 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests, generally one to 20 years. F- 11 Table of Contents Stock-Based Compensation Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized as General and Administrative in our Consolidated Statements of Operations over the requisite service or performance period. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various service, market, or performance conditions. Fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses. We use a two -step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. We believe that our income tax filing positions and deductions would be sustained upon examination; thus, we have not recorded any uncertain tax positions as of December 31, 2025 and 2024 . Recently Issued Accounting Standards The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Planned Date of Adoption Effect on Financial Statements or Other Significant Matters ASU 2023 - 09—Income Taxes (TOPIC 740 ): Improvements to Income Tax Disclosures The amendments require additional categories within the tax rate reconciliation and provide additional information on reconciling items that are 5% or more. December 31, 2025 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. 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. F- 12 Table of Contents Note 3 — Managed Property Revenues Contracts with customers At our parking facilities, we have a performance obligation to provide access to our property and space for the parker's vehicle. As compensation for that service, we are entitled to fees that will vary based on the level of usage. Substantially all of our managed property revenues come from the following two types of arrangements: Transient Parkers and Contract Parkers. We generally do not have costs associated with obtaining parking contracts as we are not obligated to pay commissions or incur additional costs to fulfill our responsibility. Revenue transactions occur over time but are generally completed within a single day for Transient Parkers and by the end of the month for Contract Parkers. Therefore, we do not have any remaining performance obligations at the end of the period. We apply the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less. Transient Parkers Transient Parkers include customers who arrive at our parking facilities and have the right to park in any open spot not otherwise marked as reserved. The contract is entered into and approved by the customer entering the lot and parking based on customary business practices. The term of the contract and duration of parking is determined by the customer, who can leave at any time upon paying. The transaction price is determined using the hourly or fixed rate set at the facility, and the full transaction price is allocated to the single performance obligation. Revenue is recognized the day the parking facility is accessed. Contract Parkers Contract parkers include customers who pay, generally in advance, to have the right to access the facility for a set period. The access will generally be for a calendar month and may be restricted to certain days or times based on the terms of the contract. The transaction price is determined using the parking fee agreed upon and paid prior to use, with no variability or concession based on usage level, and the full transaction price is allocated to the single performance obligation. Revenue is recognized over the period to which the fee relates. Disaggregation of revenue We disaggregate revenue from contracts with customers by Transient Parkers and Contract Parkers. 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 years ended December 31, 2025 and 2024 are as follows (dollars in thousands): For the Years Ended December 31 2025 2024 Transient Parkers $ 18,635 $ 18,008 Contract Parkers 9,843 9,622 Ancillary revenue (1) 141 218 Total managed property revenue $ 28,619 $ 27,848 ( 1 ) Ancillary revenue includes contracted revenue for other uses outside of parking, such as billboard revenue, and is recognized over time. Contract balances The timing of revenue recognition, billings and cash collections results in accounts receivable and contract liabilities. Accounts receivable represent amounts where we have an unconditional right to the consideration and therefore only the passage of time is required for us to receive consideration due from the customer. 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. 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. F- 13 Table of Contents 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. Billing typically occurs prior to revenue recognition, resulting in contract liabilities. The majority of any contract liability will be recognized at end of the following month. Changes in deferred revenue primarily include prepayments for future parking months and recognition of previously deferred revenue. No material amounts in deferred revenue represent prepayments for a period longer than a single month. 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 2025 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. 2024 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 $ 3.1 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. The Note Receivable was paid off in full in February 2025. In July 2024, we sold one parking lot in Clarksburg, West Virginia for approximately $ 0.5 million, resulting in an immaterial loss on sale of real estate. We received proceeds of approximately $ 0.4 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the Revolving Credit Facility, as defined below. In November 2024, we sold a parking lot located in Indianapolis, Indiana for approximately $ 4.6 million, resulting in a gain on sale of real estate of approximately $ 2.7 million. 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. Note 5 — Intangible Assets Intangible assets and related accumulated amortization consisted of the following for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization In-place lease value $ 2,390 $ 2,274 $ 2,418 $ 2,119 Indefinite lived contract 3,160 — 3,160 — Acquired technology 167 69 4,485 1,498 Total intangible assets $ 5,717 $ 2,343 $ 10,063 $ 3,617 F- 14 Table of Contents 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 Acquired Technology 2026 $ 102 $ 33 2027 14 33 2028 — 32 2029 — — 2030 — — Thereafter — — F- 15 Table of Contents Note 6 — Debt As of December 31, 2025 and 2024 , the principal balances on notes payable are as follows (dollars in thousands): Interest Loan Balance as Balance as Loan Rate Maturity of December 31, 2025 of December 31, 2024 MVP Houston Saks Garage, LLC 4.25 % 8/6/2025 $ — $ 2,735 Minneapolis City Parking, LLC (6) 4.50 % 5/1/2026 — 4,059 MVP Bridgeport Fairfield Garage, LLC (6) 4.00 % 8/1/2026 — 3,387 West 9th Properties II, LLC (6) 4.50 % 11/1/2026 — 4,181 MVP Fort Worth Taylor, LLC (6) 4.50 % 12/1/2026 — 10,408 MVP Detroit Center Garage, LLC (6) 5.52 % 2/1/2027 — 25,913 2027 KeyBank Loan Pool (1)(6) 4.90 % 5/1/2027 — 11,094 2027 Canton Commercial Real Estate Loan Pool (2)(6) 5.03 % 5/6/2027 — 16,250 St Louis Cardinal Lot DST, LLC 5.25 % 6/6/2027 6,000 6,000 MVP Preferred Parking, LLC (6) 5.02 % 8/1/2027 — 10,789 Mabley Place Garage, LLC (5) 7.29 % 12/4/2027 11,791 12,000 2029 KeyBank Loan Pool (3) 7.94 % 3/1/2029 5,767 5,843 Series 2025-1 Class A-2 Notes 4.15 % 10/28/2030 99,600 — 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 ( 11,112 ) — $ 181,771 $ 185,921 ( 1 ) 2027 KeyBank Loan Pool secured by the following properties: St. 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. ( 2 ) 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. Louis Broadway, LLC, St. Louis Seventh & Cerre, LLC, MVP Indianapolis Meridian Lot, LLC and St. Louis Cardinal Lot DST, LLC. ( 3 ) 2029 KeyBank Loan Pool is secured by MVP Memphis Poplar 2013, LLC and MVP St. Louis 2013, LLC. ( 4 ) 2034 CMBS Loan is secured by the following properties: 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 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. Louis 2013 and MVP Memphis Poplar with a five year, $ 5.9 million note payable with an interest rate of 7.94 %. In December 2024, we refinanced the note payable for Mabley Place Garage, LLC with a three -year, $ 12.0 million note payable with an interest rate of SOFR plus a spread of 3.25 %. In December 2024, we entered into a 10 -year, $ 75.5 million CMBS financing with Argentic Real Estate Finance 2 LLC (the “2034 CMBS Loan”). The 2034 CMBS Loan bears a fixed annual interest rate of 7.76 % and is secured by a pool of seven properties. 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. In August 2025, we paid off the MVP Houston Saks Garage LLC loan with a payment of $ 2.7 million upon maturity. F- 16 Table of Contents 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): 2026 $ 3,134 2027 20,411 2028 2,955 2029 8,636 Thereafter 163,171 Total $ 198,307 Line of Credit In September 2024, we entered into a $ 40.4 million revolving credit facility agreement with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (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. 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. Mr. 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. 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 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 Other Income, Net on our Consolidated Statements of Operations. F- 17 Table of Contents Note 7 – Equity 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. Series A Convertible Redeemable Preferred Stock The terms of the Series A Preferred Stock provide that the holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.75 % of the stated value pari passu with the dividend preference of the Series 1 Preferred Stock and in preference to any payment of any dividend on our common. Series 1 Convertible Redeemable Preferred Stock The terms of the Series 1 Preferred Stock provide that the holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.5 % of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on our common. Series 1 Preferred Stock and Series A Preferred Stock 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 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. Series 1 Preferred Stock and Series A Preferred Stock Redemptions and Conversions Upon receipt of written notice to convert shares of Series 1 Preferred Stock and Series A Preferred Stock into common stock, we have the option to redeem the shares for cash with the redemption price equal to the stated value of $1,000, plus any accrued but unpaid dividends. 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 intended to redeem the shares for cash. F- 18 Table of Contents Series 2 Convertible Preferred Stock As of December 31, 2025 and 2024, no shares of the Series 2 Preferred Stock were outstanding. Warrants 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. Osher, and Bombe Asset Management, LLC, an entity owned and controlled by Mr. Chavez and Ms. Hogue. The Common Stock Warrants expire on August 25, 2026 and are classified as equity and recorded at the issuance date fair value. Convertible Noncontrolling Interests 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 In September 2024, the Board authorized a share repurchase program of up to $ 10 million of shares of our outstanding common stock. Repurchases may be made from time to time through open-market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b - 18 of the Securities Exchange Act of 1934, as amended. We may also enter into Rule 10b5 - 1 plans to facilitate repurchases of our shares under this authorization. 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 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. F- 19 Table of Contents 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. • 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. The first tranche of the awards, with a performance period through December 31, 2026, has an immaterial grant date fair value and the second tranche, with a performance period through December 31, 2028, has a grant date fair value of $ 0.60 per share. Additionally, the Compensation Committee approved the modification of 2.3 million performance units previously granted to two executives to align the performance conditions and performance periods to the Founders’ Award and the Earn-Out Shares. 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. The following table sets forth a roll forward of all incentive equity awards for the years ended December 31, 2025 and 2024 : Number of Incentive Equity Awards Weighted-Average Grant Date FV Per Share Unvested - January 1, 2024 2,825,122 $ 8.22 Granted 1,670,123 3.63 Vested ( 864,616 ) 6.19 Forfeited — — Unvested - January 1, 2025 3,630,629 $ 6.59 Granted 1,257,059 3.78 Vested ( 604,232 ) 4.45 Forfeited — — 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 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. Performance based awards are valued at target and may have the ability to earn additional or fewer shares based on level of achievement. Note 9 — Employee Benefit Plan We sponsor a 401 (k) plan that provides benefits for qualified employees. Our match of the employee contributions is discretionary and is equal to 100 % of the first 6% of eligible compensation contributed by each employee. All contributions are funded in cash and vest immediately. Total expense recorded for the matching 401 (k) contribution in the years ended December 31, 2025 and 2024 , was approximately $ 130,000 and $ 140,000 , respectively. Note 10 – Earnings Per Share Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to our common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. We include the effect of participating securities in basic and diluted earnings per share computations using the two -class method of allocating distributed and undistributed earnings when the two -class method is more dilutive than the treasury stock method. Outstanding warrants and stock-based compensation were antidilutive as a result of the net loss for the years ended December 31, 2025 and 2024 and therefore were excluded from the dilutive calculation. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period. We had 4.3 and 3.6 million un vested service-and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the years ended December 31, 2025 and 2024 . F- 20 Table of Contents The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net loss attributable to common stockholders for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Numerator: Net loss attributable to MIC $ ( 22,401 ) $ ( 7,539 ) Net loss attributable to participating securities — — Net loss attributable to MIC common stock $ ( 22,401 ) $ ( 7,539 ) Denominator: Basic and dilutive weighted average shares of common stock outstanding 40,498,017 32,007,271 Basic and diluted loss per weighted average common share: Basic and dilutive $ ( 0.55 ) $ ( 0.24 ) Note 11 — Leases Lessor All of our leases are classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the years ended December 31, 2025 and 2024 included within the Consolidated Statements of Operations (dollars in thousands): Year Ended December 31, Lease revenue 2025 2024 Fixed contractual payments $ 5,152 $ 5,782 Variable lease payments $ 1,321 $ 3,332 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): Years Ending December 31, Future lease payments due 2026 $ 4,194 2027 $ 2,226 2028 $ 1,066 2029 $ 872 2030 $ 777 Thereafter $ 697 Lessee - Right of Use Asset and Lease Liability We are the lessee in a ground lease for additional space at one location with a commencement date of January 1, 2024. The lease has a fourteen -year term, including extension options, with an annual payment of $ 40,457 per annum for the first year and increased each year by the lesser of 3.5 % and the Consumer Price Index. The lease is accounted for as an operating lease under ASC 842. 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. Through the discounting of the remaining lease payments at our incremental borrowing rate of 8.42 %, the value of both the ROU asset and ROU liability recognized at commencement date was approximately $ 0.3 million. We recognized approximately $ 40,000 of operating lease expense during the years ended December 31, 2025 and 2024. This expense is included in Property Operating Expense on the Consolidated Statements of Operations. Changes in the lease liability and lease asset amortization expense were not material in the Statement of Cash Flows. F- 21 Table of Contents As of December 31, 2025 , future lease payments are as follows (dollars in thousands): As of December 31, 2025 2026 40 2027 40 2028 40 2029 40 2030 40 Thereafter 285 Total lease payments 485 Less amount representing interest ( 181 ) Total $ 304 Note 12 – Variable Interest Entities We, through a wholly owned subsidiary of the Operating Company, own a 51.0 % beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56 -acre, 376 -vehicle commercial parking lot, known as the Cardinal Lot. MVP St. Louis is considered VIE and we conclude that we are the primary beneficiary since the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr. Chavez. As a result, we consolidate our investment in MVP St. Louis and MVP St. 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 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. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three -year period ended December 31, 2025 . Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. 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. F- 22 Table of Contents The provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following (dollars in thousands): 2025 2024 Current Federal — — State — 57 Total Current $ — $ 57 Deferred Federal — — State — — Total Deferred — — Total $ — $ 57 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, 2025 and 2024 (dollars in thousands): 2025 2024 Tax at U.S. statutory rate 21.00 % $ ( 4,493 ) 21.00 % $ ( 1,284 ) Change in valuation allowance ( 17.74 )% 3,794 ( 21.59 )% 1,320 Provision to return ( 4.20 )% 898 — — Other 0.93 % ( 199 ) 0.59 % ( 36 ) State taxes, net of federal effect (1) — — — — Effective income tax — — — — ( 1 ) 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): Year Ended December 31, 2025 2024 Deferred Tax Assets: NOL carryforward $ 22,618 $ 19,958 Intangible assets 3,288 3,766 Investment in Operating Partnership 10,814 9,399 Gross deferred tax assets $ 36,720 $ 33,123 Less valuation allowance ( 36,720 ) ( 33,123 ) Total deferred tax assets $ — $ — Deferred Tax Liabilities: Total net deferred taxes $ — $ — 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. F- 23 Table of Contents Note 14 — Fair Value A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. Level 3 – Model-derived valuations with unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. 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 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 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 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): December 31, 2025 December 31, 2024 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Recurring Earn-Out Shares — — — — — $ 935 Interest rate swap — $ 167 — — — — Nonrecurring Impaired real estate assets — — $ 30,000 — — $ 450 Earn-Out Shares The terms of the Earn-Out Shares allow an additional 1,900,000 shares to vest if certain milestones are achieved: • 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 13.00 per share prior to December 31, 2026 • 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 16.00 per share prior to December 31, 2028 We estimate the fair value of each tranche of shares separately using a Monte Carlo simulation. These estimates require us to make various assumptions about the risk-free rate, expected volatility for each tranche of the Earn-Out Shares, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. Because we are a newly-listed company with limited share activity, we were required to exercise judgment in estimating expected volatility (currently 25.0 % to 40.0 %) and in selection of comparable companies. F- 24 Table of Contents The gain is recorded as the Change in Fair Value of Earn-out Liability in the Consolidated Statements of Operations. The following table reflects the change in value during the years ended December 31, 2025 and 2024 (in thousands): Level 3 Liability Balance as of January 1, 2024 $ ( 1,779 ) Change in fair value recognized in earnings 844 Balance as of December 31, 2024 ( 935 ) Change in fair value recognized in earnings 935 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. Impairment Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred. To estimate fair value we may use internally developed valuation models or independent third -parties where available. In either case, the fair value of real estate may be based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach. 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. We also utilize expected net sales proceeds to estimate the fair value of any properties that are actively being marketed for sale. 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 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 The nature of our business exposes our properties, the Company, the Operating Company and our other subsidiaries to the risk of claims and litigation in the normal course of business. 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 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. Note 16 — Related Party Transactions and Arrangements 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. F- 25 Table of Contents 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, 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 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 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 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 On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up (together, the “Protected Partners”), against certain adverse tax consequences in connection with ( 1 ) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction, as defined in the Tax Matters Agreement, (or earlier, if certain conditions are satisfied); and ( 2 ) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, we agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities. Line of Credit In September 2024, we entered into a $ 40.4 million Line of Credit. Mr. 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. For further discussion of the Line of Credit, refer to Note 6 above. Note 17 — Segment Information Our principal business is the ownership and operation of parking facilities. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance and managing the business on a consolidated basis. Accordingly, we have presented our results as a single reportable segment: parking. The accounting policies of the parking segment are the same as those described in Note 2 – Significant Accounting Policies. The parking segment derives revenue from managed property revenue and rental income at our parking facilities. We provide access to our property and space for the parker’s vehicle and are entitled to fees that vary based on the level of usage. All revenue and assets are domestically derived and located. Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM assesses performance for the parking segment and decides how to allocate resources based on net income that is also reported on the Consolidated Statement of Operations as Net Loss. Disaggregated segment expenses are consistent with those presented on the Consolidated Statement of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets. F- 26 Table of Contents The CODM uses net income to evaluate return on assets. Net income is predominantly used in the annual budget and forecasting process. The CODM considers budget to actual variances in assessing performance of the segment and allocating resources. We do not have intra-entity sales or transfers. For information about the parking segment for the years ended December 31, 2025 and 2024, refer to the Consolidated Statement of Operations. F- 27 Table of Contents SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (dollars in thousands) Costs Capitalized Subsequent to Initial Cost Acquisition Gross Carrying Amount at December 31, 2025 (1) Life on which depr Accumulated in latest Land and Buildings and Carrying Land and Building and Depreciation Date statement is Description ST Encumbrance Improvements Improvements Improvements Costs Improvements Improvements Total (2 ) computed Cleveland - Union & Archer Lot (3) OH ** $ 5,675 $ — $ 302 -- $ 5,918 $ 59 $ 5,977 $ 119 2016 15 Cleveland - Crown Colony Lot (3) OH ** 3,030 — 19 -- 2,954 — 2,954 11 2016 15 St. Louis - Washington Lot MO ** 3,000 — 7 -- 1,637 — 1,637 3 2016 15 St. Paul - Holiday Inn Garage MN ** 1,673 6,527 707 -- 1,673 7,234 8,907 1,770 2016 39,15 Louisville - Heyburn Lot KY — 3,050 — 57 -- 3,007 — 3,007 33 2016 15 Nashville - White Front Garage TN ** 3,116 8,380 197 -- 3,116 8,576 11,692 2,089 2016 39,15 Cleveland - IMG Garage OH — 2,195 5,122 5,267 -- 1,378 8,482 9,860 3,061 2016 39,15 Houston - Preston Lot TX ** 2,800 — 20 -- 2,820 — 2,820 11 2016 15 Houston - San Jacinto Lot TX ** 3,200 — 50 -- 3,250 — 3,250 28 2016 15 Detroit - RenCen Garage MI ** 7,000 48,000 1,096 -- 6,497 37,716 44,213 2,706 2017 39,15 St. Louis - Broadway Lot MO ** 2,400 — — -- 2,400 — 2,400 — 2017 N/A St. Louis - 7th & Cerre Lot MO ** 3,300 — — -- 3,300 — 3,300 — 2017 N/A Houston - Preston Garage + Congress Lot TX ** 15,800 4,700 749 -- 15,230 5,279 20,509 1,350 2017 39,15 Memphis - Poplar Lot TN 1,759 3,658 — 24 -- 3,670 12 3,682 30 2017 15 St. Louis - Shoe Lot MO 4,008 5,041 — 29 -- 5,041 29 5,070 61 2017 15 Cincinnati - Mabley Place Garage OH 11,791 1,585 19,018 1,081 -- 1,360 17,324 18,684 3,785 2017 39,15 Fort Worth - Taylor St Garage TX ** 2,845 24,405 98 -- 2,845 24,503 27,348 5,058 2017 39,15 Milwaukee - Old World Lot WI ** 2,003 — 8 -- 2,003 8 2,011 40 2017 15 Houston - Saks Garage TX ** 4,931 5,221 161 -- 3,712 4,099 7,811 928 2017 39,15 Milwaukee - Wells Lot WI ** 4,994 — — -- 4,374 — 4,374 132 2017 15 Indianapolis - City Parking Garage IN * 2,056 8,557 138 -- 2,056 8,695 10,751 1,832 2017 39,15 Minneapolis - Ramada Lot MN — 4,013 — 135 -- 4,013 134 4,147 26 2017 N/A Milwaukee - Clybourn Lot WI — 257 — — -- 257 — 257 6 2017 15 Milwaukee - Arena Lot WI ** 4,631 — 52 -- 4,641 42 4,683 10 2017 N/A Bridgeport - Lafayette Square Garage CT ** 498 7,555 63 -- 498 7,619 8,117 1,646 2017 39,15 Minneapolis - Orpheum Lot MN ** 9,633 — 30 -- 7,513 30 7,543 160 2017 15 New Orleans - Rampart Lot LA ** 8,105 — 332 -- 8,167 — 8,167 27 2018 N/A Honolulu - Marks Garage HI * 9,119 11,715 273 -- 7,982 8,517 16,499 — 2018 39,15 Cincinnati - 1 West 7th Garage OH * 2,995 28,762 275 -- 2,995 29,038 32,033 3,239 2021 39, 15 Cincinnati - 222 West 7th Garage OH * 4,391 23,879 171 -- 4,391 24,050 28,441 2,692 2021 39 Chicago - River East Garage IL * 11,387 27,035 744 -- 11,387 27,779 39,166 3,135 2021 39 Miami - Chase Garage FL — 93 — 13 -- 93 13 106 1 2021 N/A Denver - Residence Inn Garage CO * 7,414 8,860 448 -- 7,414 9,308 16,722 1,042 2021 39 Oklahoma City - Bricktown Garage OK * 1,314 16,020 42 1,314 16,062 17,376 1,481 2022 39 St. Louis - Cardinal Lot MO 6,000 11,660 19 — -- 11,660 19 11,679 5 2017 N/A $ 23,558 $ 158,862 $ 253,775 $ 12,588 $ — $ 150,566 $ 244,627 $ 395,193 $ 36,517 ( 1 ) The aggregate gross cost of property included above for federal income tax purposes was approximately $ 425.5 million as of December 31, 2025 . ( 2 ) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years. ( 3 ) These properties are held by West 9 th St. Properties II, LLC. * Property financed under the 2034 CMBS Loan. ** Property financed under the Series 2025 - 1 Class A- 2 Notes F- 28 Table of Contents 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): 2025 2024 Balance at beginning of period $ 417,672 $ 422,257 Additions during period: Acquisitions — — Improvements 705 866 Deductions during period: Dispositions ( 14,057 ) ( 5,290 ) Impairments ( 9,127 ) ( 161 ) Balance at close of period $ 395,193 $ 417,672 ( 1 ) 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): 2025 2024 Balance at beginning of period $ 34,401 $ 26,848 Deductions during period: Impairment ( 5,364 ) ( 4 ) Depreciation of real estate 7,480 7,557 Balance at close of period $ 36,517 $ 34,401 F-29