BEEP 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Business and Industry

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

Our limited operating history makes it difficult to evaluate our business and predict our future results of operations. We incurred net losses attributable to our common stockholders of $7.5$22.4 million and $32.5$7.5 million for the fiscal years ended December 31, 20242025 and 2023,2024, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio. Many of our losses can be attributed to start-up costs, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. For a further discussion of our operational history and the factors affecting our net losses, see thePart sectionII, titledItem 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our information technology networks and related systems are essential to our ability to conduct our day-to-day operations. As a result, we face risks associated with security breaches, whether through cyberattacks or cyber intrusions over the Internet,internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems. Moreover, the increased adoption of AI, including the emergence of AI-enabled phishing, ransomware, and social engineering attacks has further heightened these risks and may increase the likelihood and severity of attempts to compromise our information technology networks and related systems. A security breach or other significant disruption involving our information technology networks and related systems could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft, misappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information, which others could use to compete against us or which could expose us to damage claims by third parties for disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business.

We continue to evaluate how emerging technologies like artificial intelligence, or AI, machine learning, generative AI and large language models may impact our business. These new and emerging technologytechnologies are in the early stages of commercial use and present a number of inherent risks. If we integrate AI into our business and the recommendations, forecasts, or analyses with which AI assists in producing are deficient or inaccurate, we may experience perceived or actual brand or reputational harm, competitive harm, legal liability, cybersecurity risks, privacy risks, compliance risks, ethical issues, and new or enhanced governmental or regulatory scrutiny, and we may incur additional costs to resolve such issues. In addition, state and federal regulations relating to these emerging technologies are quickly evolving, and should we adopt such technologies, we may require significant resources to maintain our business practices while seeking to comply with U.S. laws. Any failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop incorporating such technologies and could subject us to reputational harm, regulatory action or litigation, any of which may harm our financial condition and operating results. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development efforts.

Mr. OsherOsher, a member of our Board, currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions.

As of December 31, 2024,2025, Mr. OsherOsher, a member of our Board, beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 24,837,06927,043,474 shares of our Common Stock, or approximately 61.5%64.1% of the outstanding shares of our Common StockStock, andincluding 2,170,213 warrants to purchase shares of our Common Stock.Stock issuable upon the exercise of 2,170,213 warrants.

OurMs. executiveHogue, officersour President, Chief Executive Officer and certaina membersmember of our Board, Mr. Chavez, the Executive Chairman of our Board and Mr. Osher, a member of our Board, face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.

Ms. Hogue, our President, Chief Executive Officer and a member of our Board, Mr. Chavez, Ms.the HogueExecutive Chairman of our Board and Mr. Osher, a member of our Board, together beneficially own a significant percentage of our Common Stock. Ms. Hogue and Mr. Chavez and Ms. Hogue will continue in their ownership and management roles with Bombe and Bombe-Pref.Bombe. Mr. Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.

As a result, ourcertain executive officers and certainmembers of our directorsmanagement team and our Board owe duties to each of these entities, their members, limited partners and investors, which duties may from time-to-time conflict with the duties that they owe to us. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities.

The foregoing responsibilities and relationships could create competition for the time and efforts of Ms. Hogue, Mr. Chavez, Ms. HogueChavez and Mr. Osher and may give rise to conflicts of interest, or the appearance of such conflicts of interest.

For example, fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at our parking garages. In addition, if adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.

If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our lesseeslocations may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce rentsrevenues paid to us. As a result, our ability to make distributions to investors may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make.

The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.

The revenue from locations where Metropolis Technologies, Inc. (“Metropolis”) and LAZ Parking (“LAZ”) act as either a lease tenant or an operator agent represented 55.7%63.1% and 15.3%16.8% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2024.2025.

This significant concentration of operational risk in two tenant operators makes us more vulnerable economically than if our operations were more evenly diversified among many tenant operators. Any adverse developments in Metropolis’s or LAZ's business, financial strength or ability to operate our properties efficiently and effectively could have a material adverse effect on our results of operations. We cannot provide assurance that Metropolis or LAZ will satisfy its obligations to us or effectively and efficiently operate our properties. The failure or inability of Metropolis or LAZ to satisfy their obligations to us or effectively and efficiently operate our properties could adversely affect our financial position, results of operations and cash flows. See thePart sectionI, titledItem 1“Business—Concentration.”

We enter into agreements with operators who assist us in offering parking facilities to the public and providing contracted parking to customers. One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our operators to create a business plan for each parking facility to improve cash flow and revenue. WhileAs of December 31, 2025, 28 of our operators36 continueassets are operated pursuant to executemanagement oncontracts. theOne asset-levelof businessour plans,strategic itobjectives is possibleto thatfocus anheavily economic slowdown will materially impacton the performance of oureach assets.parking Ourfacility, inabilityworking or the inability ofwith our operators to executecreate a business plan for each parking facility to improve cash flow and revenue. However, under this model, we rely on thesethird-party businessoperators plansto couldexecute havethe aday-to-day materialoperating adverseactivities effect onof our business,parking financial condition and results of operations. In addition, the loss or renewal on less favorable terms of a substantial number of operating agreements, or a breach, default or other failure to perform by an operator, or material reduction in the income associated with our facilities (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.facilities.

A decline in the market value of our portfolio may adversely affect us, particularly in instances where we have borrowed money based on the market value of assets in our portfolio. If the market value of those assets declines,decline, the lender may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our earnings.

Market values of the assets in our portfolio may decline for a number of reasons, such as changes in prevailing market rates, increases in tenant defaults, decreases in parking facility occupancy or utilization and decreases in market rents and other factors typically associated with owning real estate.estate, including:

Increased demand for ride sharing services, such as Uber and Lyft, and car sharing services, like Zipcar, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas. While we devote considerable effort and resources to analyzing and responding to consumer preference and changes in the markets in which we operate, consumer preferences cannot be predicted with certainty and can change rapidly. Changes in consumer behaviors, including the use of mobile phone applications and online parking reservation services that help drivers reserve parking with garages, lots and individual owner spaces, cannot be predicted with certainty and could change current customers’ parking preferences, which may have an impact on the price customers are willing to pay for parking. Additionally, urban congestion and congestion pricing due to the aforementioned ride sharing services, or state and local laws that have been or may be passed encouraging carpooling and use of mass transit systems, may negatively impact parking demand and pricing that a customer would be willing to pay for parking. If we are unable to anticipate and respond to trends in the consumer marketplace and the industry, including, but not limited to, market displacement by delivery service companies, car sharing companies and changing technologies, we could experience a material and adverse impact on our business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years that encourage the use of carpooling and mass transit. In the future, local, state and federal environmental regulatory authorities may pursue, or continue to pursue, measures related to climate change and greenhouse gas emissions which may have the effect of decreasing the number of cars being driven. Such laws or regulations could adversely impact the demand for our services and our business.

ThereWe will need to refinance, repay or extend the Line of Credit before it matures. While management has approved a plan to sell real estate assets to satisfy the debt maturity, there is a risk that we may not be able to sell assets or refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt. If principal payments due at maturity cannot be satisfied with asset sales, refinanced or extended, we may be forced to repay our maturatingmaturing debt with proceeds from other sources, such as selling properties that we own or placing mortgages on property that we own.

In addition to refinancing existing indebtedness, we may require additional debt financing in the future to fund our operations, capital expenditures and growth strategy. Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. A prolonged worsening of credit market conditions would have a material adverse effect on our ability to obtain financing on favorable terms, if at all.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE American,Nasdaq, the SEC, or other regulatory authorities. Additionally, failure to timely file required Exchange Act reports will cause us to be ineligible to utilize short-form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares of Common Stock to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Common Stock and may result in a material adverse effect on our business.

As most recently disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we identified material weaknesses in our internal control over financial reporting related to (i) the lack of appropriate segregation of duties within the accounting and finance groups, (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls, and (iii) the calculation and review of noncontrolling interest. As disclosed in Item 9A. of thisour Annual Report,Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), management, including our then Chief Executive Officer and our Chief Financial Officer, has concluded such material weaknesses havehad been remediated as of December 31, 2024.

Although remediated, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting discussed above and in Item 9A. of thisthe 2024 Annual Report and the preparation of our financial statements.statements for the fiscal year ended December 31, 2024. We have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

As of December 31, 2024,2025, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $95,802,866$97,830,729 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years. Under thecurrent Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”),law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income. Federal NOLs incurred in tax years ending before January 1, 2018 may be carried forward for 20 years. Our NOLs are subject to these carry forward and deductibility limits. Further, a lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire.

PursuantAlthough to the IRC Sections 382 and 383, annualour use of the Company’s NOL carryforwardsNOLs may be limited indue the event thatto a cumulative change inprior ownership of more than 50% occurs within a three-year period. Although the Company has not completed a recent IRC Section 382/383 analysis,change, due to the existence of the valuation allowance, limitationssuch created by current and future ownership changes,limitations, if any, related to the Company’s operations in the United States willshould not impact its effective tax rate. Any additional ownership changes may further limit the ability to use the NOL carryforwards.

The Line of CreditCredit, containsthe customaryCMBS representations, warranties, conditions to borrowing, covenants,Loan and eventsthe ofbase default,indenture, includingas certainsupplemented by the Series 2025-1 indenture supplement (collectively, the “Indenture”) governing the Notes contain financial and operational covenants that limit or restrict, subject to certain exceptions, our ability, and the ability of the Operating Company and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness. These covenants may limit our operational and financial flexibility and could restrict our ability to pursue our business strategy.

We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties. For example, inIn December 2024, we, through seven of our subsidiaries (the “Loan Borrowers”), entered into a $75.5 millionthe CMBS financing with Argentic Real Estate Finance 2 LLC as lender (the “CMBS Loan”).Loan. The CMBS Loan is secured by a first priority (i) mortgage, (ii) assignment of leases and rents and (iii) security interest in all personal property, including accounts, escrows, and reserves, granted by each of the seven Loan Borrowers. If we default on the CMBS Loan, we could lose the seven properties owned by the Loan Borrowers through foreclosure. The Operating Company serves as a non-recourse guarantor with respect to the CMBS Loan.

The following discussion and analysis of our financial condition and results of operations is based on,on and should be read in conjunction with the audited consolidated financial statements and the notes thereto contained elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” preceding Part I and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

InTo 2024,date, 2928 of our 4036 assets have converted to management contracts. We believe asset management contracts provide the opportunity for NOI growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements. In addition, the move to management contracts properly aligns the incentives and rewards for revenue growth between the third-party operator and the Company. This change is also expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators. Overall, the conversion to management contracts also provides enhanced visibility on the performance of the portfolio within our financial results. Our intent is to convert the remaining assets to asset management contracts by the end of 2027.

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. Parking Revenue does not include Billboardbillboard or Commercialcommercial Rent,rent, or revenue from locations that are under Leaselease Agreements.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 and RevPAS should not be viewed as an alternative measuremeasures of our financial performance as itthey doesdo not reflect all components of revenue, which may be material.

Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 20242024, withand theexcludes exceptionan ofasset twofor assets wherewhich we do not have sufficient historical data to calculate RevPAS. We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue on a comparable asset basis, without the impact of portfolio transactiontransactions or changes in revenue structure. Average monthly same location RevPAS for the years ended December 31, 2025 and 2024 was $199.36 and $209.24 per month.month, respectively.

The increase in property operating expense for the year ended December 31, 20242025 compared to the same period in 20232024 is due primarily to 29additional ofexpense ourrelated 40to assetsproperties convertingthat converted to management contracts inafter January 2024, as noted above. The change to management contracts results in higher reflected operating expenses as revenues under the previous lease agreements were calculated based on collections reduced by certain costs, whereas these costs are now recorded as property operating expenseexpenses underwere managementincurred contracts.for only a partial period during 2024.

The $2.4$2.8 million decrease in general and administrative expenses during the year ended December 31, 20242025 compared to Decemberthe 31,same 2023period in 2024 is primarily attributable to the vesting of certain one-time equity based compensation for certain executive performance units expensed through December 31, 2023 of $4.2 million and the cancellation of executive LTIP Units for $1.4 million in the third quarter of 2023, partially offset by non-cash compensation cost for awards granted in 2024 andrelated anto increasethe Merger, as well as the non-cash impact of a change in payrolltiming andof technologyannual expenses.equity awards in 2025.

During the yearyears ended December 31, 2025 and 2024, we impaired approximately $3.8 million and $0.2 million of our real estate assetsassets, respectively, as a result of a planned dispositiondispositions of a property.properties.

The decreaseincrease in interest expense, netexpense of approximately $0.1$5.2 million during the year ended December 31, 20242025 compared to the priorsame yearperiod in 2024 is primarily attributable to theinterest repayment of $9.9 million of mortgage loans in the third quarter of 2023expense and theloan paydownsfee of $15.0 million and $5.0 million on the Revolving Credit Facility in the third quarter of 2023 and 2024, respectively. This was partially offset by interest expenseamortization on the Line of Credit entered into in the third quarter of 2024 and higher interest expense resulting from the refinancing of the $75.0 million revolving credit facility with KeyBank National Association (“the Revolving Credit Facility”) with the 2034 CMBS Loan in December 2024.

Gain (Loss) on SaleExtinguishment of Real EstateDebt

The $0.2 million decrease in other income, net of approximately $0.7 millionincome during the year ended December 31, 20242025 compared to the priorsame yearperiod in 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into onin September 6, 2023 partially offset by legal related gains in 2024.

Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) reflects net income (loss) excluding the impact of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented. Adjusted EBITDA also excludes stock basedstock-based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, merger-related charges, and Other Income, Net.Net for all periods presented.

Our principal source of funds will be rental income and managed property revenue and rental income at our parking facilities as well as existing cash on hand and the Line of Credit.Credit, as needed. We may also may sell properties that we own or place mortgages on properties that we own to raise capital.

Asset Acquisitions and Dispositions

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 December 31, 2024,2025, we have identified and are evaluating several parking facilities as potential acquisition targets. However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized. We are also evaluating the potential disposition of certain properties in our portfolio, the proceeds of which we could redeploy into potential acquisition targets.

In September 2024, the Board authorized a share repurchase program of up to $10 million of shares of our outstanding common stock. Repurchases may be made from time to time through open-market purchases or privately negotiated transactions. Proceeds from the Line of Credit and cash on hand are used to fund the share repurchase program.

As of December 31, 2025, there are 2,553,192 warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share outstanding. While exercise of the Common Stock Warrants is a potential source of cash, we do not currently believe this is a likely event and therefore do not use this assumption in our operating plans.

InDuring 2024,the year ended December 31, 2025, $0.8 million of cash was usedprovided inby operating activities compared withto $2.1$0.8 million used in operating activities induring 2023,the ayear decreaseended December 31, 2024, an increase of $1.3$1.6 million. The cash provided by operating activities for the year ended December 31, 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by cash paid for interest. The cash used in operating activities for the year ended December 31, 2024 was primarily attributable to payment of general and administrative and professional fees, cash paid for interest, and settlement of liabilities and changes in working capital, which offset theNOI benefit of improved NOIresults for the period. The cash used in operating activities for the year ended December 31, 2023 was primarily attributable to payments of deferred offering costs and other Merger-related amounts paid and cash paid for interest.

InDuring 2024,the $4.2year ended December 31, 2025, $16.3 million of cash was provided by investing activities compared withto $0.3$4.2 million usedprovided inby investing activities induring 2023,the year ended December 31, 2024, an increase of $4.5$12.1 million. The cash provided by investing activities for the year ended December 31, 2025 was primarily attributable to proceeds from the sale of four parking assets in 2025 and the collection of a note receivable, partially offset by routine and strategic capital expenditures. The cash provided by investing activities during the year ended December 31, 2024 was primarily attributable to proceeds from the sale of three of our parking assets in 2024 partially offset by routine and strategic capital expenditures. The cash used in investing activities during the year ended December 31, 2023 was primarily attributable to capital expenditures offset by proceeds from the sale of one parking asset in February 2023.

InDuring 2024,the $4.3year ended December 31, 2025, $17.7 million of cash was used in financing activities compared withto $8.2$4.3 million providedused byin financing activities induring 2023,the ayear decreaseended December 31, 2024, an increase of $12.5$13.4 million. The cash used in financing activities for the year ended December 31, 2025 was primarily attributable to principal debt payments and loan repayment and refinancing, including related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan, partially offset by draws on the Line of Credit. The cash used in financing activities during the year ended December 31, 2024 was primarily attributable to the proceeds from the Line of Credit, refinancing of the Revolving Credit Facility and certain notes payable and related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock. The cash provided by financing activities during the year ended December 31, 2023 was primarily attributable to the Merger and the Preferred PIPE Investment. The proceeds from the Merger were then used to fund the $15.0 million paydown of the Revolving Credit Facility, payment of transaction costs, and pay-off of certain of mortgage loans.

On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as declines in NOI and performance compared to internal forecasts. If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment. The undiscounted cash flow model requires us to utilize judgement in the selection of the anticipated holding periods, growth rates, capitalization rates and expected future cash flows. If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we record an impairment charge based onestimate the fair value determined inof the thirdasset. step.If the determined fair value is lower than the net book value of the property, we record an impairment charge.

The following is a financial review and analysis of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 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 ConditionsCondition 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.

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company”) is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in the top 50 U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of MarchJune 31,30, 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.

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 MarchJune 31,30, 2026 and 2025 was $183.99$224.96 and $185.48,$212.14, respectively.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

The decline in Total Revenues for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025,2025 and one asset in first quarter of 2026, which resulted in a revenue reduction of $0.3$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 MarchJune 31,30, 2025, at which point revenue is recognized as Managed Property Revenue. Contract revenue increasesincreases, primarily in our Cincinnati and Cleveland marketsmarkets, 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.

The $0.3$0.4 million decrease in Property Taxes for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 is due to both the impact of asset sales as well as changes in assessed property values.

The $0.1 million decrease in Property Operating Expense for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 is primarily a result of cost savings from asset sales in 2025.2025 and the first quarter of 2026.

The $0.2$1.1 million decrease in Depreciation and Amortization for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 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 four parking assets in 2025 and the fourthfirst quarter of 2025.2026.

The increase in Interest expense,Expense, netNet of approximately $0.4$0.5 million during the threesix months ended March 31,June 30, 2026 compared to the three six months ended March 31,June 30, 2025 is primarily attributable to $0.8$1.6 million of non-cash debt discount amortization induring the currentsix quartermonths ended June 30, 2026, resulting from the asset-backed securitization of 19 properties in October 2025, partially offset by $0.4$0.9 million of non-cash loan fee amortization in the first quarterhalf of 2025.

The $0.2 million increase in Other Income (Expense), Net during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 is primarily attributable to a gain on our interest rate swap.

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. For the three and six months ended MarchJune 31,30, 2026 and 2025, Same-Location NOI represents the NOI for the 3635 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. 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.

Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) reflects net income (loss) excluding the impact of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented. Adjusted EBITDA also excludes stock-based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, and Otherother Income,income Net.(expense), net.

The following table presents our calculation of Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

Our principal sourcesources of fundsliquidity will beare rental income and managed property revenue at our parking facilities as well asfacilities, 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 MarchJune 31,30, 2026.

We have approximately $200$197 million of notes payabledebt outstanding as of MarchJune 31,30, 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. Key activities included refinancing existing notes payable into longer-term obligations, establishing a $40.4 million lineLine of creditCredit 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$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) dueand within$6.0 twelve monthsmillion of thenotes date of the filing of this Quarterly Report.payable. Additionally, as of the date of this filing, the Line of Credit has $5.5$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 amountamounts 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,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. Accordingly, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

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, developdevelop, finance 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 MarchJune 31,30, 2026, we have identified and are evaluating several parking facilities as potential acquisition targets.

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 MarchJune 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. Additionally, in September 2024, we began electing to redeem shares of Series A Preferred Stock and Series 1 Preferred Stock for cash rather than converting to common stock. Proceeds from the Line of Credit and cash on hand are used to pay the stated value of the shares redeemed for cash as well as the accrued and unpaid dividends for past dividend periods.

In March 2018, we suspended the payment of distributions on our common stock. There can be no assurance that cash distributions to our common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by our Board in its discretion and typically will depend on various factors that our Board deems relevant. We do not currently, and may not in the future, generate sufficient cash flow from operations to fund distributions. 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.borrowings. We have not established any limit on the extent to which distributions could be funded from these other sources.

The following table summarizes our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

Comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025:

During the threesix months ended MarchJune 31,30, 2026, $1.6$0.1 million of cash was usedprovided inby operating activities compared with $1.5$0.2 million usedprovided inby operating activities during the threesix months ended MarchJune 31,30, 2025, ana increasedecrease of $0.1 million. The cash usedprovided inby operating activities for the threesix months ended MarchJune 31,30, 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.

During the threesix months ended MarchJune 31,30, 2026, $15.3$15.0 million of cash was provided by investing activities compared with $2.9$2.7 million provided by investing activities during the threesix months ended MarchJune 31,30, 2025, an increase of $12.4$12.3 million. The cash provided by investing activities for the threesix months ended MarchJune 31,30, 2026 was primarily attributable to proceeds from the sale of one asset in March 2026.2026 and strategic capital expenditures. The cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures.

During the threesix months ended MarchJune 31,30, 2026 $14.9$19.5 million of cash was used in financing activities compared with $1.1$2.9 million used in financing activities during the threesix months ended MarchJune 31,30, 2025, an increase of $13.8$16.6 million. The cash used in financing activities for the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 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.

Critical Accounting PoliciesEstimates

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 policiesestimates during 2026.