What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-10 · 207 added, 473 removed, 536 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

7 unchanged sentences

384,601 400,997

423,075 427,748

Accumulated depreciation and amortization

5 unchanged sentences

Accounts receivable, net

Note receivable

$ 362,783 $ 382,464

7 unchanged sentences

Accrued preferred distributions and redemptions

Earn-Out liability

Due to related parties

2 unchanged sentences

Mobile Infrastructure Corporation Stockholders’ Equity

Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,874 and 1,949 shares issued and outstanding, with a stated liquidation value of $ 1,874,000 and $ 1,949,000 as of September 30, 2025 and December 31, 2024, respectively

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 15,072 and 18,165 shares issued and outstanding, with a stated liquidation value of $ 15,072,000 and $ 18,165,000 as of September 30, 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 September 30, 2025 and December 31, 2024)

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 40,584,766 and 40,376,974 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Warrants issued and outstanding – 2,553,192 warrants as of September 30, 2025 and December 31, 2024

Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,266 and 1,296 shares issued and outstanding, with a stated liquidation value of $ 1,266,000 and $ 1,296,000 as of March 31, 2026 and December 31, 2025, respectively

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 13,213 and 13,315 shares issued and outstanding, with a stated liquidation value of $ 13,213,000 and $ 13,315,000 as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025)

Warrants issued and outstanding – 2,553,192 warrants as of March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 39,292,464 and 39,662,049 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

13 unchanged sentences

(In thousands, except share and per share amounts, unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Managed property revenue

$ 7,673 $ 7,981 $ 21,659 $ 20,708

Base rental income

1,279 1,538 4,185 4,704

Percentage rental income

134 239 469 2,439

Total revenues

9,086 9,758 26,313 27,851

Operating expenses

Property taxes

1,761 1,829 5,412 5,542

Property operating expense

1,820 1,835 5,497 5,180

Depreciation and amortization

2,874 2,104 7,822 6,293

General and administrative

2,050 2,684 6,029 8,610

Professional fees

388 396 1,201 1,345

2,545 — 2,545 157

Total expenses

11,438 8,848 28,506 27,127

Interest expense, net

( 4,568 ) ( 3,348 ) ( 13,908 ) ( 9,414 )

Loss on extinguishment of debt

Loss on sale of real estate

— ( 13 ) — ( 55 )

Other income (expense), net

34 382 ( 15 ) 254

Change in fair value of Earn-Out liability

458 179 693 1,143

Total other expense

( 4,076 ) ( 2,800 ) ( 13,230 ) ( 8,072 )

( 6,428 ) ( 1,890 ) ( 15,423 ) ( 7,348 )

Net loss attributable to non-controlling interest

( 625 ) ( 579 ) ( 1,480 ) ( 2,582 )

Net loss attributable to Mobile Infrastructure Corporation’s stockholders

$ ( 5,803 ) $ ( 1,311 ) $ ( 13,943 ) $ ( 4,766 )

Preferred stock distributions declared - Series A

( 26 ) ( 33 ) ( 81 ) ( 104 )

Preferred stock distributions declared - Series 1

( 209 ) ( 407 ) ( 671 ) ( 1,350 )

Net loss attributable to Mobile Infrastructure Corporation’s common stockholders

$ ( 6,038 ) $ ( 1,751 ) $ ( 14,695 ) $ ( 6,220 )

Basic and diluted loss per weighted average common share:

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

$ ( 0.15 ) $ ( 0.06 ) $ ( 0.36 ) $ ( 0.21 )

Weighted average common shares outstanding, basic and diluted

40,737,762 30,615,113 40,641,426 29,309,119

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE and Nine months ended September 30, 2025

(In thousands, except share amounts, unaudited)

24 unchanged sentences

14,479 $ — 39,292,464 $ 2 $ 3,319 $ 297,762 $ ( 168,551 ) $ 17,541 $ 150,073

Equity-based payments

— — 18,116 — — 250 — 597 847

Distributions to non-controlling interest holders

— — — — — — — ( 46 ) ( 46 )

Share repurchase program

— — ( 5,943 ) — — ( 22 ) — — ( 22 )

Redemptions - Series 1

( 1,528 ) — — — — ( 957 ) — — ( 957 )

Redemptions - Series A

( 15 ) — — — — — — — —

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 27 ) — — ( 27 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 221 ) — — ( 221 )

Allocation of equity to non-controlling interest

— — 281,280 — — 1,406 — ( 1,406 ) —

— — — — — — ( 4,250 ) ( 411 ) ( 4,661 )

Balance, June 30, 2025

17,421 $ — 40,785,127 $ 2 $ 3,319 $ 305,510 $ ( 148,196 ) $ 18,273 $ 178,908

Equity-based payments

— — — — — 314 — 488 802

Distributions to non-controlling interest holders — — — — — — — ( 48 ) ( 48 )

Share repurchase program — — ( 200,361 ) — — ( 719 ) — — ( 719 )

Redemptions - Series 1

( 475 ) — — — — ( 1,972 ) — — ( 1,972 )

Redemptions - Series A

— — — — — ( 569 ) — — ( 569 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 26 ) — — ( 26 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 209 ) — — ( 209 )

— — — — — — ( 5,803 ) ( 625 ) ( 6,428 )

Balance, September 30, 2025 16,946 $ — 40,584,766 $ 2 $ 3,319 $ 302,329 $ ( 153,999 ) $ 18,088 $ 169,739

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

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(In thousands, except share amounts, unaudited)

Preferred stock

10 unchanged sentences

— — — — — — — ( 47 ) ( 47 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 37 ) — — ( 37 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 491 ) — — ( 491 )

Conversions - Series 1

( 2,207 ) — 679,468 — — 617 — — 617

Conversions - Series A

( 329 ) — 99,372 — — 94 — — 94

Allocation of equity to non-controlling interest

— — — — — 3,087 — ( 3,087 ) —

— — — — — — ( 2,098 ) ( 891 ) ( 2,989 )

Balance, March 31, 2024

36,953 $ — 28,637,379 $ 2 $ 3,319 $ 265,908 $ ( 136,389 ) $ 70,263 $ 203,103

Equity-based payments

— — — — — 402 — 1,308 1,710

Distributions to non-controlling interest holders

— — — — — — — ( 46 ) ( 46 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 34 ) — — ( 34 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 452 ) — — ( 452 )

Conversions - Series 1

( 2,969 ) — 1,053,518 — — 841 — — 841

Conversions - Series A

( 202 ) — 72,578 — — 61 — — 61

Allocation of equity to non-controlling interest

— — — — — 2,183 — ( 2,183 ) —

— — — — — — ( 1,357 ) ( 1,112 ) ( 2,469 )

Balance, June 30, 2024

33,782 $ — 29,763,475 $ 2 $ 3,319 $ 268,909 $ ( 137,746 ) $ 68,230 $ 202,714

Equity-based payments — — 73,609 — — 252 — 958 1,210

Distributions to non-controlling interest holders

— — — — — — — ( 42 ) ( 42 )

Issuance of common stock

— — 500,000 — — 1,750 — — 1,750

Share repurchase program

— — ( 82,196 ) — — ( 265 ) — — ( 265 )

Redemptions - Series 1

( 1,090 ) — — — — ( 1,397 ) — — ( 1,397 )

Redemptions - Series A

( 60 ) — — — — ( 75 ) — — ( 75 )

Declared distributions – Series A ($ 14.38 per share)

2 unchanged sentences

— — — — — ( 241 ) — — ( 241 )

Conversions - Series 1

— — — — — — ( 3,890 ) ( 444 ) ( 4,334 )

Conversions - Series A

( 52 ) — 20,706 — — 16 — — 16

Allocation of equity to non-controlling interest

— — 336,756 — — 6,043 — ( 6,054 ) ( 11 )

— — — — — — ( 1,311 ) ( 579 ) ( 1,890 )

Balance, September 30, 2024

Balance, March 31, 2025

18,964 $ — 40,491,674 $ 2 $ 3,319 $ 305,081 $ ( 143,946 ) $ 19,539 $ 183,995

3 unchanged sentences

(In thousands, unaudited)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash flows from operating activities:

$ ( 15,423 ) $ ( 7,348 )

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

Depreciation and amortization expense

Amortization of loan costs

Gain on settlement of liability

Loss on interest rate hedge

Amortization of loan costs and discounts

Loss on extinguishment of debt

(Gain) loss on interest rate hedge

Loss on sale of real estate

1 unchanged sentence

Change in fair value of Earn-Out Liability

( 693 ) ( 1,143 )

Changes in operating assets and liabilities

1 unchanged sentence

Accounts payable and accrued expenses

3,444 ( 1,796 )

Indemnification liability

( 130 ) ( 253 )

Accounts receivable

( 229 ) ( 1,514 )

Net cash provided by (used in) operating activities

1,474 ( 1,011 )

Accounts receivable, net

Net cash used in operating activities

Cash flows from investing activities:

Capital expenditures

( 1,031 ) ( 463 )

Insurance reimbursement for capital expenditures

Proceeds from note receivable

Payments on sale of investment in real estate

Net cash provided by (used in) investing activities

2,209 ( 174 )

Proceeds from sale of investment in real estate

Net cash provided by investing activities

Cash flows from financing activities:

2 unchanged sentences

Payments on notes payable

( 4,889 ) ( 7,926 )

Payments on Revolving Credit Facility

Payment of debt prepayment costs

Distributions to non-controlling interest holders

( 141 ) ( 134 )

Share repurchase plan

( 1,006 ) ( 90 )

Shares repurchased for vesting of employee awards

( 135 ) ( 133 )

Preferred redemption payments

( 3,168 ) ( 1,292 )

Preferred dividend payments

( 767 ) ( 9,328 )

Net cash used in financing activities

( 7,446 ) ( 1,226 )

Net change in cash and cash equivalents and restricted cash

( 3,763 ) ( 2,411 )

Cash and cash equivalents and restricted cash, beginning of period

15,819 16,711

Cash and cash equivalents and restricted cash, end of period

$ 12,056 $ 14,300

Reconciliation of Cash and Cash Equivalents and Restricted Cash:

Cash and cash equivalents at beginning of period

$ 10,655 $ 11,134

Restricted cash at beginning of period

Cash and cash equivalents and restricted cash at beginning of period

$ 15,819 $ 16,711

Cash and cash equivalents at end of period

$ 6,136 $ 8,732

Restricted cash at end of period

Cash and cash equivalents and restricted cash at end of period

$ 12,056 $ 14,300

Supplemental disclosures of cash flow information:

Interest Paid

$ 8,895 $ 8,169

Non-cash investing and financing activities:

Distributions declared not yet paid

Accrued preferred distributions paid in common stock

Right of use asset and lease liability

Note receivable related to disposition of property

Requested preferred redemptions not yet paid

$ 2,305 $ 5,467

Common stock issued as loan fees

Equity shares issued in exchange for accrued compensation

Accrued capital expenditures

2 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

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 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.

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company”) is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

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

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

As of September 30, 2025 , we own 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.

We also own approximately 0.2 million square feet of retail/commercial space adjacent to our parking facilities.

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 March 31, 2026, we own 35 parking facilities in 18 separate markets throughout the United States, with a total of approximately 13,200 parking spaces and approximately 4.6 million square feet.

We also own approximately 0.1 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.

10 unchanged sentences

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.

Operating results for the three and nine months ended September 30, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

There were no significant changes to our significant accounting policies during the nine months ended September 30, 2025 .

Certain prior period amounts have been reclassified to conform to the current period presentation.

Operating results for the three months ended March 31, 2026 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

There were no significant changes to our significant accounting policies during the three months ended March 31, 2026 .

For a full summary of our accounting policies, refer to our Annual Report on Form 10 -K for the fiscal year ended December 31, 2025 filed with the SEC on March 5, 2026.

1 unchanged sentence

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 obligation and continue our operation one year from the date of the filing of this quarterly report on Form 10 -Q (this “Quarterly 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 Quarterly Report.

The going concern basis assumes that we will be able to meet our obligations and continue our operation one year from the date of the filing of this quarterly report on Form 10 -Q (this “Quarterly 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 Quarterly Report.

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

We currently have $ 22.2 million related to the Line of Credit (as defined herein) due within twelve months of the date of the filing of this Quarterly Report.

Additionally, the Line of Credit has $ 4.9 million of accrued interest that is due upon maturity.

Additionally, as of the date of this filing, the Line of Credit has $ 5.5 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 sell real estate assets to satisfy the debt maturity.

We have the ability to extend the maturity or defer the Line of Credit through March 31, 2026, in order to allow us to sell properties on an orderly basis, if necessary.

Management has determined it is probable that it will be able to successfully implement this plan.

As such, we have concluded that this plan alleviates 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.

Use of Estimates

4 unchanged sentences

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 61.9 % and 56.2 % of our revenue, excluding commercial revenue, for the nine months ended September 30, 2025 and 2024 , respectively.

Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 16.6 % and 15.3 % of our revenue, excluding commercial revenue, for the nine months ended September 30, 2025 and 2024 , respectively.

In addition, we had concentrations in Cincinnati ( 19 %), Detroit ( 11 % and 10 %), and Chicago ( 9 %) based on gross book value of real estate as of both September 30, 2025 and December 31, 2024, respectively.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 28.5 % and 31.9 %) as of September 30, 2025 and December 31, 2024, respectively, and with LAZ ( 10.8 %) as of September 30, 2025.

The outstanding accounts receivable balance with LAZ was not significant as of December 31, 2024.

We have concentrations in revenue, excluding commercial revenue, where certain operators act as either a lease tenant or an operator agent with Metropolis Technologies, Inc.

(“Metropolis”) of 59.6 % and 55.9 %, LAZ Parking (“LAZ”) of 14.0 % and 13.8 %, and Interstate Parking of 10.4 % and 9.8 % for the three months ended March 31, 2026 and 2025 , respectively.

In addition, we had concentrations in Cincinnati ( 20.8 % and 20.0 %), Detroit ( 11.5 % and 11.0 %), and Chicago ( 10.2 % and 9.8 %) based on gross book value of real estate, including intangible assets and construction in progress, as of March 31, 2026 and December 31, 2025, respectively.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 38.4 % and 40.2 %) as of March 31, 2026 and December 31, 2025, respectively.

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

4 unchanged sentences

A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

Lessor Accounting

2 unchanged sentences

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 and were not significant during the three and nine months ended September 30, 2025 and 2024 .

No significant changes to our leases have occurred during the nine months ended September 30, 2025 .

These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations and were not significant during the three months ended March 31, 2026 and 2025 .

No significant changes to our leases have occurred during the three months ended March 31, 2026 .

Recently Issued Accounting Standards

2 unchanged sentences

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

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.

3 unchanged sentences

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 three and nine months ended September 30, 2025 and 2024 are as follows (dollars in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Disaggregated revenue for the three months ended March 31, 2026 and 2025 are as follows (dollars in thousands):

For the Three Months Ended March 31,

Transient Parkers

1 unchanged sentence

Contract Parkers

2,530 2,533 7,414 7,164

Ancillary Revenue (1)

42 49 126 177

Total Managed Property Revenue

5 unchanged sentences

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

As of September 30, 2025 and 2024, we had $ 3.2 million and $ 3.0 million of outstanding accounts receivable, respectively, related to our managed property revenue.

As of March 31, 2026 and 2025, we had $ 2.9 million and $ 3.1 million of outstanding accounts receivable, respectively, related to our managed property revenue.

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

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.

The majority of any contract liability will be recognized within a month of the liability being recognized.

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 September 30, 2025 and 2024, we had approximately $ 0.2 million of deferred managed property revenue, respectively, included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

Note 4 — Acquisitions and Dispositions of Investments in Real Estate

In November 2025, we sold a parking lot located in Indianapolis, Indiana for approximately $ 2.0 million.

We estimate the gain on sale of the asset to be $ 0.5 million.

In February 2024, we disposed of our Cincinnati Race Street location for $ 3.2 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 paid interest of 8.0 % on a $ 3.12 million dollar note.

The note receivable was paid 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 with KeyBank, National Association (the “Revolving Credit Facility”).

As of March 31, 2026 and 2025, we had approximately $ 0.1 million of deferred managed property revenue included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

Note 4 — Dispositions of Investments in Real Estate

In March 2026, we sold a parking garage located in Honolulu, Hawaii for approximately $ 16.5 million, resulting in a loss on sale of real estate of approximately $ 1.1 million.

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.

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

In 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.

Note 5 — Intangible Assets

A schedule of our intangible assets and related accumulated amortization as of

September 30, 2025 and

March 31, 2026 and

December 31, 2025 is as follows (dollars in thousands):

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

12 unchanged sentences

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 $ 1.0 million and $ 0.2 million for the three months ended September 30, 2025 and 2024 and approximately $ 2.1 million and $ 0.6 million for the nine months ended September 30, 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 will increase $ 0.8 million quarterly and will result in a $ 0.02 loss per share attributable to the Company's common stockholders each quarter of 2025 beginning in the second quarter.

Estimated future amortization of intangible assets as of September 30, 2025 is as follows (dollars in thousands):

Amortization expense associated with intangible assets totaled approximately $40,000 and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Estimated future amortization of intangible assets as of March 31, 2026 is as follows (dollars in thousands):

In-place lease value

1 unchanged sentence

2026 (Remainder)

$ 158 $ 1,020

Note 6 — Debt

As of September 30, 2025 and December 31, 2024, the principal balances on notes payable are as follows (dollars in thousands):

of September 30, 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 3,932 4,059

MVP Bridgeport Fairfield Garage, LLC (6)

As of March 31, 2026 and December 31, 2025, the principal balances on notes payable are as follows (dollars in thousands):

St Louis Cardinal Lot DST, LLC

5.25 % 6/6/2027

West 9th Properties II, LLC (6)

$ 6,000 $ 6,000

MVP Fort Worth Taylor, LLC (6)

Mabley Place Garage, LLC (1)

7.29 % 12/4/2027

MVP Detroit Center Garage, LLC (6)

11,721 11,791

1 unchanged sentence

7.94 % 3/1/2029

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

5.03 % 5/6/2027 16,250 16,250

St Louis Cardinal Lot DST, LLC

Series 2025-1 Class A-2 Notes (3)

4.15 % 10/28/2030

MVP Preferred Parking, LLC (6)

99,000 99,600

Mabley Place Garage, LLC (5)

2034 CMBS Loan (4)

7.76 % 12/6/2034

2029 KeyBank Loan Pool (3)

66,929 75,149

2034 CMBS Loan (4)

(5) 11/10/2031

1 unchanged sentence

( 5,048 ) ( 5,424 )

Less discount on notes payable

( 10,300 ) ( 11,112 )

2027 KeyBank Loan Pool is secured by the following properties:

Paul Holiday Garage, LLC, MVP St.

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

2027 Cantor Commercial Real Estate Loan Pool is 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 and MVP Indianapolis Meridian Lot, LLC.

$ 174,081 $ 181,771

( 1 ) 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%.

2029 KeyBank Loan Pool is secured by MVP Memphis Poplar, LLC and MVP St.

( 3 ) In October 2025, we entered into an asset-backed securitization of 19 properties in our portfolio priced at 88.30% of the principal amount of $100 million (the “Series 2025 - 1 Class A- 2 Notes”).

( 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, the interest rate on the Mabley Place Garage, LLC loan was SOFR plus a spread of 3.25% until the interest rate swap agreement began in March 2025 which fixed SOFR to a rate of 7.29%.

( 6 ) Refinanced all maturities on or before August 1, 2027 with a $ 100 million asset-back securitization as discussed below.

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.

In October 2025, we refinanced $ 84.4 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.

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

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

As of September 30, 2025, borrowers for two of the Company’s loans totaling $ 41.6 million, failed to meet certain loan covenants.

As a result, we are subject to additional cash management procedures, which resulted in approximately $ 1.5 million of restricted cash as of September 30, 2025.

These loans were refinanced under the 2025 - 1 Notes in October 2025 and are no longer subject to additional cash management procedures.

As of September 30, 2025 , future principal payments on notes payable are as follows (dollars in thousands):

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

( 5 ) The interest rate on the Mabley LOC, as defined below, is SOFR plus a spread of 2.75%, subject to a 4.0% floor.

In February 2026, we entered into a $ 1.5 million line of credit with WesBanco Bank, Inc.

maturing in November 2031 to fund capital improvements at Mabley Place Garage (the “Mabley LOC”).

The Mabley LOC is secured by the Mabley Place Garage and is cross-collateralized and cross-defaulted with our existing WesBanco loan.

In March 2026, we made a partial principal paydown of $ 8.1 million on the 2034 CMBS Loan using proceeds from the sale of a parking asset.

In connection with the sale, we incurred a charge of $ 2.0 million associated with the prepayment of the 2034 CMBS Loan, which is recognized as Loss on Extinguishment of Debt on the Consolidated Statement of Operations.

As of March 31, 2026 , future principal payments on notes payable are as follows (dollars in thousands):

2026 (remainder)

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

On September 5, 2025, we extended the maturity date to December 31, 2025.

On March 24, 2026, we entered into a third amendment to the Line of Credit, which extended the maturity date to June 30, 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.

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

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

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

As of September 30, 2025 , approximately $ 29.9 million was outstanding under the Line of Credit.

As of the date of this filing, the outstanding balance increased to approximately $ 34.3 million.

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

As of March 31, 2026, approximately $ 25.9 million was outstanding under the Line of Credit.

Additionally, there was approximately $ 5.9 million of accrued interest on the Line of Credit as of March 31, 2026 that is recorded in Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets.

In April 2026, we paid $ 3.7 million of principal and $ 0.8 million of interest using proceeds from the sale of our Hawaii property.

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 September 30, 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 fixed SOFR to a 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.

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 the interest rate swap was $ 0.1 million and $ 0.2 million as of March 31, 2026 and December 31, 2025, respectively, 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 swap to manage interest rate exposure.

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

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

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

Note 7 — Equity

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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 September 2025.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each subsequent month through March 2026.

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

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

During the nine months ended September 30, 2025 , approximately 3,100 shares of the Series 1 Preferred Stock and approximately 80 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at September 30, 2025 of approximately 2,300 shares with a stated value of approximately $ 2.3 million of Series 1 Preferred Stock and Series A Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets, as we intend to redeem the shares for cash.

During the nine months ended September 30, 2025 , no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During nine months ended September 30, 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 0.2 million shares of common stock, respectively.

Approximately 1,300 shares of the Series 1 Preferred Stock were redeemed for cash during the nine months ended September 30, 2024.

In addition, requested redemptions at September 30, 2024 of approximately 5,500 shares with a stated value of approximately $ 5.5 million of Series 1 Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets.

There were no cash redemptions on the Series A Preferred Stock during the nine months ended September 30, 2024 .

During the three months ended March 31, 2026 , 102 shares of the Series 1 Preferred Stock and 30 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at March 31, 2026 of approximately 100 shares with a stated value of $ 0.1 million of Series 1 Preferred Stock and Series A Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets, as we intend to redeem the shares for cash.

During the three months ended March 31, 2026 , no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During the three months ended March 31, 2025, approximately 1,100 shares of the Series 1 Preferred Stock and approximately 60 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at March 31, 2025 of approximately 800 shares with a stated value of $ 0.8 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.

During the three months ended March 31, 2025, no shares of Series 1 Preferred Stock of Series A Preferred Stock were converted to shares of common stock.

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.

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Convertible Non-controlling Interests

As of September 30, 2025 , the Operating Company had approximately 45.0 million Common Units outstanding, excluding any equity incentive units granted and the Earn-Out Shares, as defined below.

As of March 31, 2026 and 2025, the Operating Company had approximately 43.6 million and 45.1 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 nine months ended September 30, 2025 and 2024, 0.3 million Common Units were converted to shares of common stock on a one -for- one basis.

The Common Units not held by the Company outstanding as of September 30, 2025 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, no Common Units were converted to shares of common stock.

The Common Units not held by the Company outstanding as of March 31, 2026 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheets.

Share Repurchase Program

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

During the three and nine months ended September 30, 2025 , we repurchased 200,361 and 288,500 shares under the program, for a cost of approximately $ 0.7 million and $ 1.0 million, respectively.

During the three and nine months ended September 30, 2024, we repurchased 26,925 shares under the program, for a cost of approximately $ 0.1 million.

As of November 1, 2025, approximately 453,000 additional shares were repurchased under the program for a cost of approximately $ 1.6 million.

During the three months ended March 31, 2026 and 2025, we repurchased approximately 0.5 million and 0.1 million shares under the program, for a cost of approximately $ 1.4 million and $ 0.3 million, respectively.

Note 8 — Stock-Based Compensation

We issue stock awards that vest based upon the completion of a service period (“service-based awards”) under our 2023 Incentive Award plan (the "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.

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 vest based upon total shareholder return ("TSR") relative to the Russell 2000 Index.

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.

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

The following table sets forth a roll forward of all incentive equity awards for the nine months ended September 30, 2025 :

The following table sets forth a roll forward of all incentive equity awards for the three months ended March 31, 2026 :

Number of Incentive Equity Awards

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( 379,058 ) 4.65

Unvested - September 30, 2025

( 1,471 ) 3.40

We recognized $ 0.8 and $ 1.3 million and $ 2.3 and $ 4.8 million of equity-based compensation expense for the three and nine months ended September 30, 2025 and 2024 , respectively, which is included in General and Administrative in the Consolidated Statements of Operations.

Unvested - March 31, 2026

4,340,570 $ 5.93

We recognized $ 0.8 and $ 0.7 million of equity-based compensation expense for the three months ended March 31, 2026 and 2025 , 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.

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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 three and nine months ended September 30, 2025 and 2024 and therefore were excluded from the dilutive calculation.

Outstanding warrants and stock-based compensation were antidilutive as a result of the net loss for the three months ended March 31, 2026 and 2025 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 are met, assuming that the end of the reporting period is the end of the contingency period.

We had 3.7 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the three and nine months ended September 30, 2025 and 2024 .

We had 4.3 million and 3.8 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the three months ended March 31, 2026 and 2025 , respectively.

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

nine months ended September 30, 2025 and 2024 (dollars in thousands):

three months ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Net loss attributable to MIC

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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 million and $ 6.0 million (substantially all mortgage debt) before consolidation as of both September 30, 2025 and December 31, 2024, respectively.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 million (substantially all real estate investments) and liabilities of approximately $ 6.1 million (substantially all mortgage debt) before consolidation as of both March 31, 2026 and December 31, 2025.

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 11 — Fair Value

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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 approximates $ 183.3 million and $ 186.7 million as of September 30, 2025 and December 31, 2024, respectively.

The carrying amount of the Line of Credit as of September 30, 2025 approximates fair value due to its short time to maturity.

The estimated fair value of our notes payable were derived using Level 2 inputs and approximates $ 179.5 million and $ 187.8 million as of March 31, 2026 and December 31, 2025, respectively.

The carrying amount of the Line of Credit as of March 31, 2026 approximates fair value due to its short time to maturity.

Recurring and Nonrecurring Fair Value Measurements

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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 nine months ended September 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

September 30, 2025

Fair value measurements that occurred as of and during the three months ended March 31, 2026 and the year ended December 31, 2025 were as follows (in thousands):

March 31, 2026

December 31, 2025

Earn-Out Shares

— — $ 242 — — $ 935

Interest rate swap

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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 nine months ended September 30, 2025 (in thousands):

Level 3 Liability

Balance as of January 1, 2025

Change in fair value recognized in earnings

Balance as of September 30, 2025

There was no change in the value of the Earn-Out Liability during the three months ended March 31, 2026 .

Interest rate swap

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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.

The variable cash receipts or payments 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.

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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.

We also utilize expected 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 nine months ended September 30, 2025 and 2024 , we impaired approximately $ 2.5 million and $ 0.2 million of our real estate assets, respectively, as a result of planned property dispositions currently under contract.

No impairments were recorded during the three months ended March 31, 2026 and 2025 .

Note 12 — 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 three months ended September 30, 2024.

Other than 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.

Note 13 — 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 September 30, 2025.

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

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

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

As of September 30, 2025 , ProKids owes an immaterial amount of rental income related to the lease agreement.

Color Up Matters

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.

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 nine months ended September 30, 2025 .

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

The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheet as of March 31, 2026 and December 31, 2025.

We have agreed to pay for certain legal services for Color Up in connection with the Registration Rights Agreement.

We incurred an immaterial amount related to these services for the three months ended March 31, 2026 .

We incurred approximately $ 0.1 million during the three months ended March 31, 2025 for certain legal and tax services for Color Up and certain member entities of Color Up.

On August 25, 2021, the Company, the Operating Partnership and Color Up entered into 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);

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In September 2024, we entered into a $ 40.4 million Line of Credit.

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

Osher, the Co-Chairman of the Board, 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.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024.

The following is a financial review and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025.

This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

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Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:

increased fuel prices may adversely affect our operating environment and costs;

we have a limited operating history which makes our future performance difficult to predict;

we have a history of losses and we may not be able to achieve or sustain profitability in the future;

increased fuel prices may adversely affect our operating environment;

we have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future;

we depend on our management team and the loss of key personnel could have a material adverse effect on our ability to conduct and manage our business;

a material failure, inadequacy, interruption, or security failure of our technology networks and related systems could harm our business;

our executive officers and certain members of the Board face or may face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to investors;

our chief executive officer and certain members of our board of directors face or may face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to investors;

our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio;

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changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition, and results of operations;

our investments in real estate will be subject to the risks typically associated with investing in real estate;

uninsured losses or premiums for insurance coverage relating to real property may adversely affect our investor returns;

we may not be able to access financing sources on attractive terms, or at all, which could adversely affect our ability to execute our business plan;

we have debt, and may incur additional debt;

if we are unable to comply with the covenants and restrictions under the Line of Credit, there could be an event of default under the Line of Credit, which could result in an acceleration of repayment;

we utilize significant debt, and we may incur additional debt;

our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtedness;

adverse judgments, settlements, or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business, or distract our officers from attending to our business;

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These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

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

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

As of September 30, 2025, we own 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.

We also own approximately 0.2 million square feet of retail/commercial space adjacent to our parking facilities.

As of March 31, 2026, we own 35 parking facilities in 18 separate markets throughout the United States, with a total of approximately 13,200 parking spaces and approximately 4.6 million square feet.

We also own approximately 0.1 million square feet of commercial space adjacent to our parking facilities.

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 Board, and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board.

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 90.2% of the Common Units of the Operating Company.

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economy and the trajectory of activity of consumers with regard to their use of the parking facilities, fuel prices, inflation trends and interest rates.

Return to Work

The return to normalized movement following the COVID-19 pandemic is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels.

Shifts in Hybrid Work Policies

The shift toward hybrid and remote work models has been uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels.

Many companies continue to deploy a work-from-home or hybrid remote strategy for employees.

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Managed Property Revenue Contracts

To date, 30 of our 40 assets converted to management contracts.

Currently, 28 of our 35 assets operate under management contracts.

We believe asset management contracts provide the opportunity for net operating income growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements.

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Our intent is to convert the remaining assets to asset management contracts by the end of 2027.

Same Location RevPAS

Revenue Per Available Stall (“RevPAS”) is used to evaluate parking operations and performance.

RevPAS is defined as average monthly Parking Revenue (managed property revenue less related sales tax and credit card fees) divided by the parking stalls in the locations the Parking Revenue was earned.

RevPAS is defined as average monthly Parking Revenue (Parking Revenue less related Sales Tax and Credit Card Fees) divided by the parking stalls in the locations that were owned and under management agreement for the periods presented.

Parking Revenue does not include Billboard or Commercial Rent, or revenue from locations that are under Lease Agreements.

Parking Revenue is a meaningful component of revenue that is used to judge the performance of locations and the ability to manage each location.

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

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

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

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

Average monthly same location RevPAS for the quarters ended September 30, 2025 and 2024 was $211.53 and $227.60, respectively.

Results of Operations for the Three Months Ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30,

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

RevPAS represents Parking Revenue at our assets under management contracts as of January 1, 2025.

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

Average monthly RevPAS for the three months ended March 31, 2026 and 2025 was $183.99 and $185.48, respectively.

Results of Operations for the Three Months Ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended March 31,

Managed property revenue

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Total Revenues

The decline in total revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was partially driven by the Detroit market, where a significant area restructuring plan caused a reduction in office occupancy and related traffic.

Additionally, we saw fewer or less popular events during the period in several of our markets, including Chicago, Cincinnati, Oklahoma City, and New Orleans.

This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes.

For the Three Months Ended September 30,

The decline in Total Revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025, which resulted in a revenue reduction of $0.3 million.

The reduction of Base Rental Income reflects both the impact of some of these sales as well as the conversion of certain assets to management agreements subsequent to March 31, 2025, at which point revenue is recognized as Managed Property Revenue.

Contract revenue increases in our Cincinnati and Cleveland markets as well as returning traffic from the Cincinnati Convention Center reopening partially offset declines from asset sales in Managed Property Revenue.

For the Three Months Ended March 31,

Operating expenses

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General and administrative

Professional fees

Total expenses

Property Taxes

The $0.3 million decrease in Property Taxes for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is due to both the impact of asset sales as well as changes in assessed property values.

Property Operating Expense

The $0.1 million decrease in Property Operating Expense for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily a result of cost savings from asset sales in 2025.

Depreciation and Amortization

The $0.8 million increase in depreciation and amortization for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to $0.8 million in accelerated depreciation resulting from the phase out of the Inigma software by the end of the year.

General and administrative

The $0.6 million decrease in general and administrative expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024.

During the three months ended September 30, 2025 , we impaired approximately $2.5 million of our real estate assets as a result of planned dispositions of properties.

For the Three Months Ended September 30,

The $0.2 million decrease in Depreciation and Amortization for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to the sale of four parking assets in the fourth quarter of 2025.

For the Three Months Ended March 31,

Interest expense, net

Loss on extinguishment of debt

Loss on sale of real estate

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Total other expense

Interest expense

The increase in interest expense of approximately $1.2 million during the three months ended

September 30, 2025 compared to the

three months ended

September 30, 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and increased interest rates from the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Other income (expense), net

The $0.3 million decrease in other income during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

Change in the fair value of the Earn-Out Liability

This is non-cash gains or losses as the estimated fair value of the Earn-Out shares change.

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

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (dollars in thousands):

For the Nine Months Ended September 30,

Managed property revenue

Base rental income

Percentage rental income

Total revenues

The decrease in total revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due partially to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024.

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

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

Additionally, we saw fewer or less popular events and games during the period in several of our markets, including Chicago, Cincinnati, Minneapolis, and New Orleans.

This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes, and favorable return-to-office trends in one of our St.

Louis locations.

For the Nine Months Ended September 30,

Operating expenses

Property taxes

Property operating expense

Depreciation and amortization

General and administrative

Professional fees

Total expenses

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

Property operating expense

The increase in property operating expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is due to additional expense related to properties that converted to management contracts after January 2024, resulting in only a partial period of property operating expenses being incurred during the first nine months of 2024, and increased spend on security and maintenance.

Depreciation and amortization

The $1.5 million increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to accelerated depreciation resulting from the phase out of the Inigma software by the end of the year.

General and administrative

The $2.6 million decrease in general and administrative expenses during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024 and January 2025 and the non-cash impact of a change in timing of annual equity awards in 2025.

Professional Fees

The $0.1 million decrease in professional fees during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to savings in tax preparation services and 2024 legal fees associated with additional filings.

During the nine months ended September 30, 2025 and 2024, we impaired approximately $2.5 million and $0.2 million of our real estate assets, respectively, as a result of planned dispositions of properties.

For the Nine Months Ended September 30,

Interest Expense, Net

The increase in Interest expense, net of approximately $0.4 million during the three months ended

March 31, 2026 compared to the

three months ended

March 31, 2025 is primarily attributable to $0.8 million of non-cash debt discount amortization in the current quarter resulting from the asset-backed securitization of 19 properties in October 2025, partially offset by $0.4 million of non-cash loan fee amortization in the first quarter of 2025.

Loss on Extinguishment of Debt

In connection with the sale of our Hawaii location in March 2026, we incurred charges of $2.0 million associated with the prepayment of the 2034 CMBS Loan.

Loss on Sale of Real Estate

Other income (expense), net

Change in fair value of Earn-Out liability

Total other expense

Interest expense

The increase in interest expense of approximately $4.5 million during the

nine months ended September 30, 2025 compared to the

September 30, 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and higher interest rates as a result of the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

In March 2026, we sold a parking garage located in Honolulu, Hawaii for approximately $16.5 million, resulting in a loss of approximately $1.1 million.

Other Income (Expense), Net

The $0.3 million decrease in other income during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

The $0.2 million increase in Other Income (Expense), Net during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily attributable to a gain on our interest rate swap.

Change in the Fair Value of the Earn-Out Liability

This is non-cash gains or losses as the estimated fair value of the Earn-Out shares change.

This amount reflects non-cash gains or losses as the estimated fair value of the Earn-Out shares change.

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

Non-GAAP Measures

Net Operating Income

Same-Location Net Operating Income

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance.

We believe that NOI provides useful information to investors regarding our results of operations, as it highlights operating trends such as pricing and demand for our portfolio at the property level as opposed to the corporate level.

For the three months ended March 31, 2026 and 2025, Same-Location NOI represents the NOI for the 36 properties that were owned for the majority of both calendar year periods being compared.

The Company believes that NOI provides useful information to investors regarding our results of operations, as it highlights operating trends such as pricing and demand for our portfolio at the property level as opposed to the corporate level.

NOI is calculated as total revenues less property operating expenses and property taxes.

We use NOI internally in evaluating property performance, measuring property operating trends, and valuing properties in our portfolio.

Other real estate companies may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other real estate companies.

NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income and expenses, or the level of capital expenditures necessary to maintain the operating performance of our properties that could materially impact our results from operations.

The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.

GAAP reported in our consolidated financial statements, for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

The Company uses NOI internally in evaluating property performance, measuring property operating trends, and valuing properties in our portfolio.

Other real estate companies may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other real estate companies.

NOI should not be viewed as an alternative measure of financial performance as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income and expenses, or the level of capital expenditures necessary to maintain the operating performance of the Company’s properties that could materially impact results from operations.

The following table presents our Same-Location NOI as well as a reconciliation of Net Loss, the most directly comparable financial measure under U.S.

GAAP reported in our consolidated financial statements, to Same-Location NOI (dollars in thousands):

For the Three Months Ended March 31,

Managed property revenue

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Property operating expense

Net Operating Income

Same-Location Net Operating Income

Reconciliation

Loss on extinguishment of debt

Loss on sale of real estate

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General and administrative

Professional fees

Net Operating Income

2025 Disposed Assets

Same-Location Net Operating Income

Adjusted EBITDA

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We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the type and quantity of awards granted.

We use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage.

The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Month Ended September 30,

For the Nine Month Ended September 30,

We use Adjusted EBITDA as a measure of operating performance which allows us to compare earnings and evaluate debt leverage and fixed cost coverage.

The following table presents our calculation of Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended March 31,

Reconciliation of Net Loss to Adjusted EBITDA Attributable to the Company

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Change in fair value of Earn-Out liability

Other (income) expense, net

Other expense, net

Loss on extinguishment of debt

Loss on sale of real estate

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redemption and dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock;

funding of our share repurchase program;

acquisitions of assets.

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

We have approximately $211.3 million of debt outstanding as of September 30, 2025.

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

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

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

In September 2025, we extended the maturity date to December 31, 2025.

Borrowings under the Line of Credit 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.

Future draws on the Line of Credit are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, and funding of the share repurchase program.

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

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

The 2034 CMBS Loan bears a fixed annual interest rate of 7.76% and is secured by a pool of seven properties.

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

In October 2025, we refinanced $84.4 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.

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

These lender-required reserves make up the majority of our restricted cash amounts as of September 30, 2025.

We currently have $34.3 million related to the Line of Credit due within twelve months of the date of the filing of this Quarterly Report.

Additionally, the Line of Credit has $4.9 million of accrued interest that is due upon maturity.

These lender-required reserves make up the majority of our restricted cash amounts as of March 31, 2026.

We have approximately $200 million of notes payable outstanding as of March 31, 2026.

During 2024 and 2025, we took proactive steps to extend and ladder our debt maturity profile, reducing near-term refinancing risk and improving our overall capital structure.

Key activities included refinancing existing notes payable into longer-term obligations, establishing a $40.4 million line of credit to support preferred stock redemptions and share repurchases, securing a $75.5 million 10-year CMBS financing collateralized by a seven-property pool, and completing an $84.4 million asset-backed securitization across 19 properties with an anticipated repayment date in 2030.

Collectively, these transactions have meaningfully extended our weighted average debt maturity, diversified our sources of secured financing, and positioned us to manage obligations with greater flexibility going forward.

We currently have $22.2 million related to the Line of Credit (as defined herein) due within twelve months of the date of the filing of this Quarterly Report.

Additionally, as of the date of this filing, the Line of Credit has $5.5 million of accrued interest that is due upon maturity.