What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 266 added, 133 removed, 610 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

27 unchanged sentences

Mobile Infrastructure Corporation Stockholders’ Equity

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

Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,190 and 1,296 shares issued and outstanding, with a stated liquidation value of $ 1,190,000 and $ 1,296,000 as of June 30, 2026 and December 31, 2025, respectively

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 12,914 and 13,315 shares issued and outstanding, with a stated liquidation value of $ 12,914,000 and $ 13,315,000 as of June 30, 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 June 30, 2026 and December 31, 2025)

Warrants issued and outstanding – 2,553,192 warrants as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 39,353,808 and 39,662,049 shares issued and outstanding as of June 30, 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 March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Managed property revenue

$ 7,762 $ 7,441 $ 14,383 $ 13,986

Base rental income

1,008 1,447 2,100 2,906

Percentage rental income

123 104 342 335

Total revenues

8,893 8,992 16,825 17,227

Operating expenses

Property taxes

1,412 1,779 2,958 3,651

Property operating expense

1,636 1,778 3,409 3,677

Depreciation and amortization

1,760 2,867 3,603 4,948

General and administrative

2,579 2,423 5,006 4,792

Total expenses

7,387 8,847 14,976 17,068

Interest expense, net

( 4,773 ) ( 4,704 ) ( 9,853 ) ( 9,340 )

Loss on extinguishment of debt

— — ( 2,044 ) —

Loss on sale of real estate

— — ( 1,115 ) —

Other income (expense), net

28 33 136 ( 49 )

Change in fair value of Earn-Out liability

— ( 135 ) — 235

Total other expense

( 4,745 ) ( 4,806 ) ( 12,876 ) ( 9,154 )

( 3,239 ) ( 4,661 ) ( 11,027 ) ( 8,995 )

Net loss attributable to non-controlling interest

( 286 ) ( 411 ) ( 1,019 ) ( 855 )

Net loss attributable to Mobile Infrastructure Corporation’s stockholders

$ ( 2,953 ) $ ( 4,250 ) $ ( 10,008 ) $ ( 8,140 )

Preferred stock distributions declared - Series A

( 17 ) ( 27 ) ( 36 ) ( 55 )

Preferred stock distributions declared - Series 1

( 179 ) ( 221 ) ( 362 ) ( 462 )

Net loss attributable to Mobile Infrastructure Corporation’s common stockholders

$ ( 3,149 ) $ ( 4,498 ) $ ( 10,406 ) $ ( 8,657 )

Basic and diluted loss per weighted average common share:

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

$ ( 0.08 ) $ ( 0.11 ) $ ( 0.26 ) $ ( 0.21 )

Weighted average common shares outstanding, basic and diluted

39,305,471 40,660,453 39,348,453 40,592,459

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

27 unchanged sentences

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

Equity-based payments

— — 61,344 — — 390 — 394 784

Distributions to non-controlling interest holders

— — — — — — — ( 44 ) ( 44 )

Redemptions - Series 1

( 299 ) — — — — ( 371 ) — — ( 371 )

Redemptions - Series A

( 76 ) — — — — ( 76 ) — — ( 76 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 17 ) — — ( 17 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 179 ) — — ( 179 )

— — — — — — ( 2,953 ) ( 286 ) ( 3,239 )

Balance, June 30, 2026

14,104 $ — 39,353,808 $ 2 $ 3,319 $ 297,509 $ ( 171,504 ) $ 17,605 $ 146,931

Preferred stock

23 unchanged sentences

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

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

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

2 unchanged sentences

(In thousands, unaudited)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

11 unchanged sentences

Accounts receivable, net

Net cash used in operating activities

Net cash provided by operating activities

Cash flows from investing activities:

Capital expenditures

Insurance reimbursement for capital expenditures

Proceeds from note receivable

3 unchanged sentences

Proceeds from Line of Credit

Payments on Line of Credit

Proceeds from notes payable

26 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Note 1 — Organization and Business Operations

2 unchanged sentences

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.

As of June 30, 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.

9 unchanged sentences

Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations.

Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements.

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.

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 .

Operating results for the three and six months ended June 30, 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 six months ended June 30, 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 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.

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 plans related to the Line of Credit and notes payable that mature 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.

We have $ 28.7 million of debt due within twelve months of the date of the filing of the Quarterly Report which is comprised of $ 22.7 million related to the Line of Credit (as defined herein) and $ 6.0 million of notes payable.

Additionally, as of the date of this filing, the Line of Credit has $6.3 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.

We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amounts 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 approved a plan to extend the Line of Credit and to sell real estate assets to satisfy the debt maturities, allowing the Company to sell the properties on an orderly basis.

Consistent with our past practice and our working relationship with our related party lender, we will request further extensions, if necessary, in order to allow us to sell properties on an orderly basis.

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

5 unchanged sentences

Concentration

Our operators may act as agents collecting revenues on our behalf or may act as lessee if under a lease agreement.

Our operators may act as agents collecting revenues on our behalf or may act as a lessee if under a lease agreement.

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.

(“Metropolis”) of 62.4 % and 59.6 % for the three months ended June 30, 2026 and 2025 and of 62.2 % and 56.2 % for the six months ended June 30, 2026 and 2025 , respectively, as well as with LAZ Parking (“LAZ”) of 18.1 % and 17.5 % for the three months ended June 30, 2026 and 2025 and of 16.5 % and 15.8 % for the six months ended June 30, 2026 and 2025 , respectively.

In addition, we had concentrations in Cincinnati ( 21.0 % 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 June 30, 2026 and December 31, 2025, respectively.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 40.1 % and 40.2 %) as of June 30, 2026 and December 31, 2025, respectively, and with LAZ ( 17.9 %) as of June 30, 2026.

The outstanding accounts receivable balance with LAZ was not significant as of December 31, 2025.

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

8 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 months ended March 31, 2026 and 2025 .

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

These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations and were not significant during the three and six months ended June 30, 2026 and 2025 .

No significant changes to our leases have occurred during the six months ended June 30, 2026 .

Recently Issued Accounting Standards

8 unchanged sentences

December 31, 2026 We are currently evaluating the impact the adoption of this standard will have on our disclosures.

ASU 2025 - 06—Targeted Improvements to the Accounting for Internal-Use Software This amendment includes updates to the capitalization framework for costs associated with internal-use software.

June 30, 2026 We adopted this standard in Q2 2026.

The impact of the adoption is immaterial to our financial statements.

Note 3 — Managed Property Revenues

2 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 months ended March 31, 2026 and 2025 are as follows (dollars in thousands):

For the Three Months Ended March 31,

Disaggregated revenue for the three and six months ended June 30, 2026 and 2025 are as follows (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Transient Parkers

1 unchanged sentence

Contract Parkers

2,646 2,468 5,261

Ancillary Revenue (1)

6 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 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.

As of June 30, 2026 and 2025, we had $ 3.2 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.

3 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 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

4 unchanged sentences

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

March 31, 2026 and

June 30, 2026 and

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

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

11 unchanged sentences

$ 5,717 $ 2,422 $ 5,717 $ 2,343

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 $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):

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

Amortization expense associated with intangible assets totaled approximately $40,000 and $ 1.0 million for the three months ended June 30, 2026 and 2025, respectively and approximately $ 0.1 million and $ 1.1 million for the six months ended June 30, 2026 and 2025.

Estimated future amortization of intangible assets as of June 30, 2026 is as follows (dollars in thousands):

In-place lease value

2 unchanged sentences

Note 6 — Debt

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

As of June 30, 2026 and December 31, 2025, the principal balances on notes payable are as follows (dollars in thousands):

St Louis Cardinal Lot DST, LLC

19 unchanged sentences

( 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%.

The interest rate is SOFR plus a spread of 3.25% and the swap provides for 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, and MVP Indianapolis City Park Garage, LLC.

( 4 ) 2034 CMBS Loan is secured by 6 properties.

( 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.

The interest rate was 6.38 % as of June 30, 2026.

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

3 unchanged sentences

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):

As of June 30, 2026 , future principal payments on notes payable are as follows (dollars in thousands):

2026 (remainder)

3 unchanged sentences

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

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.

On June 29, 2026, we entered into a fourth amendment to the Line of Credit, which (i) extended the maturity date to September 30, 2026 and (ii) gave the Lenders the option to require cash payment of the prior month's accrued interest within five business days of written demand.

Borrowings under the Line of Credit accrue interest at a rate of 15.0 % per annum, with interest payable in arrears at maturity, upon repayment of any principal amount borrowed under the Line of Credit, or upon earlier demand by the Lenders pursuant to the fourth amendment to 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.

1 unchanged sentence

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.

As of June 30, 2026, approximately $ 22.2 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 June 30, 2026 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 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.

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

The interest rate swap is valued as a liability, which is immaterial as of June 30, 2026 and $ 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.

1 unchanged sentence

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.

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 (Expense), Net on our Consolidated Statements of Operations.

Note 7 — Equity

7 unchanged sentences

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 March 2026.

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

2 unchanged sentences

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 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.

During the six months ended June 30, 2026 , 401 shares of the Series 1 Preferred Stock and 106 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at June 30, 2026 of approximately 170 shares with a stated value of approximately $ 0.2 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 six months ended June 30, 2025, approximately 2,600 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 June 30, 2025 of approximately 240 shares with a stated value of approximately $ 0.2 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 six months ended June 30, 2026 and 2025, no shares of Series 1 Preferred Stock or 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.

4 unchanged sentences

Convertible Non-controlling Interests

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 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.

As of June 30, 2026 and December 31, 2025, the Operating Company had approximately 43.6 million and 44.1 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 has 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 six months ended June 30, 2026 and 2025, no Common Units were converted to shares of common stock.

The Common Units not held by the Company outstanding as of June 30, 2026 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheets.

Share Repurchase Program

1 unchanged sentence

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.

Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b - 18 under 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 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.

During the six months ended June 30, 2026, we repurchased approximately 0.5 million shares under the program, for a cost of approximately $ 1.4 million.

No shares were repurchased under the plan during the three months ended June 30, 2026.

During the three and six months ended June 30, 2025, we repurchased 5,943 and 88,139 shares under the program, for a cost of approximately $ 22,000 and $ 0.3 million, respectively.

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.

At the 2026 Annual Meeting of Stockholders, our stockholders approved the Amended and Restated Mobile Infrastructure and Mobile Infra Operating Company, LLC 2023 Incentive Award plan (the "Plan"), which among other things, increased the number of shares of common stock available for issuance under the Plan by 3,000,000 .

The Plan provides for the grant of stock options, 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.

3 unchanged sentences

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 three months ended March 31, 2026 :

The following table sets forth a roll forward of all incentive equity awards for the six months ended June 30, 2026 :

Number of Incentive Equity Awards

4 unchanged sentences

( 10,712 ) 3.11

Unvested - March 31, 2026

Unvested - June 30, 2026

4,264,634 $ 5.97

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.

We recognized equity-based compensation expense of $ 0.8 million for the three months ended June 30, 2026 and 2025 and $ 1.6 million and $ 1.5 million for the six months ended June 30, 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 months ended March 31, 2026 and 2025 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 and six months ended June 30, 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 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.

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 and six months ended June 30, 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

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

six months ended June 30, 2026 and 2025 (dollars in thousands):

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net loss attributable to MIC

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Louis is the owner of a 2.56 -acre, 376 -vehicle commercial parking lot, known as the Cardinal Lot.

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.

Louis is considered VIE and we conclude that we are the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of MVP St.

Louis is held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr.

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 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.

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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 $ 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.

The estimated fair value of our notes payable was derived using Level 2 inputs and approximates $ 179.7 million and $ 187.8 million as of June 30, 2026 and December 31, 2025, respectively.

The carrying amount of the Line of Credit as of June 30, 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 three months ended March 31, 2026 and the year ended December 31, 2025 were as follows (in thousands):

March 31, 2026

Fair value measurements that occurred as of and during the six months ended June 30, 2026 and the year ended December 31, 2025 were as follows (in thousands):

June 30, 2026

December 31, 2025

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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 ( 25.0 % to 40.0 %) and in selection of comparable companies.

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

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

We exercise judgment in estimating expected volatility ( 25.0 % to 40.0 %) and in selection of comparable companies.

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

There was no change in the value of the Earn-Out Liability during the six months ended June 30, 2026 .

Interest rate swap

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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.

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

Because we use estimates and assumptions regarding an asset’s 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.

No impairments were recorded during the three and six months ended June 30, 2026 and 2025 .

Note 12 — Commitments and Contingencies

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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 Sheet as of March 31, 2026 and December 31, 2025.

The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheet as of June 30, 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.

We incurred an immaterial amount related to these services for the six months ended June 30, 2026 and 2025.

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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For further discussion of the Line of Credit, refer to Note 6 above.

Note 14 — 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:

The accounting policies of the parking segment are the same as those described in Note 2 – Summary of 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.

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 three and six months ended June 30, 2026 and 2025, refer to the Consolidated Statement of Operations.

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 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.

The following is a financial review and analysis of our financial condition and results of operations for the three and six months ended June 30, 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 Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries.

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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.

As of June 30, 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.

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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,

RevPAS for the three months ended June 30, 2026 and 2025 was $224.96 and $212.14, respectively.

Results of Operations for the Three Months Ended June 30, 2026 and 2025 (dollars in thousands):

For the Three Months Ended June 30,

Managed property revenue

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Total Revenues

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,

The decline in Total Revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025 and one asset in first quarter of 2026, which resulted in a revenue reduction of $0.6 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 June 30, 2025, at which point revenue is recognized as Managed Property Revenue.

Contract revenue increases, primarily in our Cincinnati and Cleveland markets, as well as returning traffic from the Cincinnati Convention Center reopening and online marketing initiatives in Chicago were partially offset by declines from asset sales in Managed Property Revenue.

For the Three Months Ended June 30,

Operating expenses

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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.

The $0.4 million decrease in Property Taxes for the three months ended June 30, 2026 compared to the three months ended June 30, 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.

The $0.1 million decrease in Property Operating Expense for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is primarily a result of cost savings from asset sales in 2025 and the first quarter of 2026.

Depreciation and Amortization

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,

The $1.1 million decrease in Depreciation and Amortization for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is primarily due to $0.8 million in accelerated depreciation in the second quarter of 2025 resulting from the phase out of our acquired technology, Inigma software, as well as the sale of parking assets in 2025 and the first quarter of 2026.

General and Administrative

The $0.2 million increase in General and Administrative for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is primarily due to a non-cash impact of a change in timing of annual equity awards in 2025 as well as an increase in compensation expenses, partially offset by savings in certain professional services.

For the Three Months Ended June 30,

Interest expense, net

Other income (expense), net

Change in fair value of Earn-Out liability

Total other expense

Change in the Fair Value of the Earn-Out Liability

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.

Results of Operations for the Six Months Ended June 30, 2026 and 2025 (dollars in thousands):

For the Six Months Ended June 30,

Managed property revenue

Base rental income

Percentage rental income

Total revenues

Total Revenues

The decline in Total Revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025 and one asset in first quarter of 2026, which resulted in a revenue reduction of $1.2 million.

For the Six Months Ended June 30,

Operating expenses

Property taxes

Property operating expense

Depreciation and amortization

General and administrative

Total expenses

Property Taxes

The $0.7 million decrease in Property Taxes for the six months ended

June 30, 2026 compared

to the six months ended

June 30, 2025 is due to both the impact of asset sales as well as changes in assessed property values.

Property Operating Expense

The $0.3 million decrease in Property Operating Expense for the six months ended

June 30, 2026 compared

to the six months ended

June 30, 2025 is primarily a result of cost savings from asset sales in 2025 and the first quarter of 2026.

Depreciation and Amortization

The $1.3 million decrease in Depreciation and Amortization for the six months ended

June 30, 2026 compared

to the six months ended

June 30, 2025 is primarily due to $0.8 million in accelerated depreciation in the second quarter of 2025 resulting from the phase out of Inigma, as well as the sale of parking assets in 2025 and the first quarter of 2026.

General and Administrative

The $0.2 million increase in General and Administrative for the six months ended

June 30, 2026 compared

to the six months ended

June 30, 2025 is primarily due to a non-cash impact of a change in timing of annual equity awards in 2025 as well as an increase in compensation expenses, partially offset by savings in certain professional services.

For the Six Months Ended June 30,

Interest expense, net

Loss on extinguishment of debt

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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.

The increase in Interest Expense, Net of approximately $0.5 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily attributable to $1.6 million of non-cash debt discount amortization during the six months ended June 30, 2026, resulting from the asset-backed securitization of 19 properties in October 2025, partially offset by $0.9 million of non-cash loan fee amortization in the first half of 2025.

Loss on Extinguishment of Debt

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Other Income (Expense), Net

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.

The $0.2 million increase in Other Income (Expense), Net during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily attributable to a gain on our interest rate swap.

Change in the Fair Value of the Earn-Out Liability

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

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.

For the three and six months ended June 30, 2026 and 2025, Same-Location NOI represents the NOI for the 35 properties that were owned for 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.

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Managed property revenue

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Net Operating Income

2025 Disposed Assets

2025 and 2026 Disposed Assets

Same-Location Net Operating Income

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

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

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

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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,

The following table presents our calculation of Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Reconciliation of Net Loss to Adjusted EBITDA Attributable to the Company

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acquisitions of assets.

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

Our principal sources of liquidity are rental income and managed property revenue at our parking facilities, existing cash on hand and the Line of Credit.

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

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 March 31, 2026.

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

These lender-required reserves make up the majority of our restricted cash amounts as of June 30, 2026.

We have approximately $197 million of debt outstanding as of June 30, 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.

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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.

We have $28.7 million of debt due within twelve months of the date of the filing of the Quarterly Report which is comprised of $22.7 million related to the Line of Credit (as defined herein) and $6.0 million of notes payable.

Additionally, as of the date of this filing, the Line of Credit has $6.3 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.

We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amounts 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 approved a plan to extend the Line of Credit and to sell real estate assets to satisfy the debt maturities, allowing the Company to sell the properties on an orderly basis.

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

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Asset Acquisitions

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

However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors.

As of March 31, 2026, we have identified and are evaluating several parking facilities as potential acquisition targets.

As of June 30, 2026, we have identified and are evaluating several parking facilities as potential acquisition targets.

Distributions and redemptions

In September 2024, we paid all accrued and unpaid dividends for the past dividend periods on the Series A Preferred Stock and Series 1 Preferred Stock.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through March 2026.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through June 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 and such other considerations as the Board deems relevant.

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We do not currently anticipate that we will be able to resume the payment of distributions.

However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees.

However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, or borrowings.

We have not established any limit on the extent to which distributions could be funded from these other sources.

Sources and Uses of Cash

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended March 31,

Net cash used in operating activities

Cash Flow Activities

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025 (dollars in thousands):

For the Six Months Ended June 30,

Net cash provided by operating activities

Net cash provided by investing activities

Net cash used in financing activities

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025:

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025:

Cash flows from operating activities

During the three months ended March 31, 2026, $1.6 million of cash was used in operating activities compared with $1.5 million used in operating activities during the three months ended March 31, 2025, an increase of $0.1 million.

The cash used in operating activities for the three months ended March 31, 2026 and 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest.

During the six months ended June 30, 2026, $0.1 million of cash was provided by operating activities compared with $0.2 million provided by operating activities during the six months ended June 30, 2025, a decrease of $0.1 million.

The cash provided by operating activities for the six months ended June 30, 2026 and 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest.

Cash flows from investing activities

During the three months ended March 31, 2026, $15.3 million of cash was provided by investing activities compared with $2.9 million provided by investing activities during the three months ended March 31, 2025, an increase of $12.4 million.

The cash provided by investing activities for the three months ended March 31, 2026 was primarily attributable to proceeds from the sale of one asset in March 2026.

The cash provided by investing activities for the three months ended March 31, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures.

During the six months ended June 30, 2026, $15.0 million of cash was provided by investing activities compared with $2.7 million provided by investing activities during the six months ended June 30, 2025, an increase of $12.3 million.

The cash provided by investing activities for the six months ended June 30, 2026 was primarily attributable to proceeds from the sale of one asset in March 2026 and strategic capital expenditures.

The cash provided by investing activities for the six months ended June 30, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures.

Cash flows from financing activities

During the three months ended March 31, 2026 $14.9 million of cash was used in financing activities compared with $1.1 million used in financing activities during the three months ended March 31, 2025, an increase of $13.8 million.

The cash used in financing activities for the three months ended March 31, 2026 was primarily attributable to principal debt payments and prepayment costs as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan.

The cash used in financing activities for the three months ended March 31, 2025 was primarily attributable to principal debt payments as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock, partially offset by draws on the Line of Credit.

During the six months ended June 30, 2026 $19.5 million of cash was used in financing activities compared with $2.9 million used in financing activities during the six months ended June 30, 2025, an increase of $16.6 million.

The cash used in financing activities for the six months ended June 30, 2026 was primarily attributable to principal debt payments and prepayment costs as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan.

The cash used in financing activities for the six months ended June 30, 2025 was primarily attributable to principal debt payments as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock, partially offset by draws on the Line of Credit.

Seasonality and Quarterly Results

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Due to these seasonality factors, and other factors described herein, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Critical Accounting Policies

Critical Accounting Estimates

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S.

Securities and Exchange Commission (the "SEC") on March 5, 2026, contains a description of our critical accounting policies and estimates, including those relating to merger accounting and impairment of long-lived assets.

There have been no significant changes to our critical accounting policies during 2026.

There have been no significant changes to our critical accounting estimates during 2026.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements