Mobile Infrastructure Corp

Mobile Infrastructure Corporation (MIC) operates in the parking industry, focusing on acquiring, owning, and optimizing parking facilities and related infrastructure, including parking lots, garages, and other structures across the United States. The company targets 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. The parking industry is characterized by a customer base with a strong local component, providing for repeat users, and offers an inflationary hedge due to the ability to make real-time adjustments to parking rates. Additionally, it features negligible leasing commissions and tenant improvement requirements, which contributes to attractive Net Operating Income (NOI) to cash flow conversion. As of December 31, 2025, MIC owns 36 parking facilities in 19 separate markets, totaling approximately 13,500 parking spaces and 4.7 million square feet, along with approximately 0.2 million square feet of adjacent commercial space.

MIC faces intense competition in the acquisition of real property from various entities including real estate investment trusts (REITs), other parking facility owners and operators, private investment funds, hedge funds, and other investors, many of whom possess significantly greater resources. The parking facility operations market is fragmented and highly competitive, with competitors ranging from single-facility operators to large regional and national multi-facility operators, including several public companies. The company also competes with building owners offering on-site paid parking. A significant concentration of operational risk exists with two primary operators: Metropolis Technologies, Inc. ("Metropolis") and LAZ Parking ("LAZ"). Revenue from locations where Metropolis acts as a lease tenant or operator agent represented 63.1% ¹ of MIC's revenue (excluding commercial revenue) for the year ended December 31, 2025, up from 55.7% ² in 2024. LAZ Parking accounted for 16.8% ³ of revenue (excluding commercial revenue) in 2025, compared to 15.3% ⁴ in 2024. Furthermore, MIC has geographic concentrations in Cincinnati (20.0% ⁵ of gross book value of real estate), Detroit (11.0% ⁶), and Chicago (9.8% ⁷) as of December 31, 2025. Accounts receivable concentration with Metropolis was 40.2% ⁸ as of December 31, 2025.

The core business model involves acquiring, owning, and optimizing parking facilities. Revenue is generated through two primary types of arrangements: Transient Parkers and Contract Parkers. Transient Parkers are customers who pay for parking on an hourly or fixed rate basis upon entering a facility, with revenue recognized on the day of access. Contract Parkers pay in advance for access over a set period, typically a calendar month, with revenue recognized over that period. The company also generates ancillary revenue from other uses outside of parking, such as billboard revenue, recognized over time. As of December 31, 2025, 28 of MIC's 36 assets have converted to management contracts, where operators run day-to-day activities under MIC's direction, and revenue and expenses are recognized on a gross basis. The company owns approximately 90.3% ⁹ of the Common Units of Mobile Infra Operating Company, LLC (the "Operating Company"), through which it conducts substantially all operations.

For the year ended December 31, 2025, total revenues were $35,075 thousand ¹⁰, a decrease from $37,008 thousand ¹¹ in 2024. Managed property revenue increased to $28,619 thousand ¹² in 2025 from $27,848 thousand ¹³ in 2024. Base rental income decreased to $5,394 thousand ¹⁴ in 2025 from $6,195 thousand ¹⁵ in 2024, and percentage rental income significantly declined to $1,062 thousand ¹⁶ in 2025 from $2,965 thousand ¹⁷ in 2024. Total operating expenses rose to $38,217 thousand ¹⁸ in 2025 from $35,488 thousand ¹⁹ in 2024. This resulted in a net loss of $23,714 thousand ²⁰ in 2025, compared to a net loss of $8,381 thousand ²¹ in 2024. Net loss attributable to common stockholders was $22,401 thousand ²² in 2025, versus $7,539 thousand ²³ in 2024, leading to a basic and diluted loss per weighted average common share of $0.55 ²⁴ in 2025, compared to $0.24 ²⁵ in 2024. Cash and cash equivalents stood at $8,349 thousand ²⁶ as of December 31, 2025, down from $10,655 thousand ²⁷ in 2024. Total notes payable, net, was $181,771 thousand ²⁸ in 2025, compared to $185,921 thousand ²⁹ in 2024, with an additional $25,895 thousand ³⁰ outstanding under the Line of Credit in 2025. Net cash provided by operating activities was $848 thousand ³¹ in 2025, a significant improvement from $784 thousand ³² used in operating activities in 2024.

Year-over-year, total revenues decreased by 5.2% ³³. Managed property revenue increased by 2.8% ³⁴, while base rental income and percentage rental income decreased by 12.9% ³⁵ and 64.2% ³⁶, respectively. Property taxes decreased by 3.7% ³⁷ due to favorable appeals and asset sales. Property operating expense increased by 3.5% ³⁸ due to additional expenses from properties converted to management contracts. Depreciation and amortization increased by 25.9% ³⁹, primarily due to accelerated amortization of the Inigma software. General and administrative expenses decreased by 26.2% ⁴⁰ due to the vesting of one-time equity compensation awards in 2024 and a change in timing of annual equity awards in 2025. Professional fees decreased by 11.7% ⁴¹. Interest expense, net, increased by 37.7% ⁴² to $19,039 thousand ⁴³ in 2025 from $13,830 thousand ⁴⁴ in 2024, driven by the Line of Credit and the refinancing of the revolving credit facility with the 2034 CMBS Loan. A loss on extinguishment of debt of $2,600 thousand ⁴⁵ was incurred in 2025 due to the Asset-Backed Securitization. The company reported a net loss attributable to common stockholders of $22,401 thousand ⁴⁶ in 2025, compared to $7,539 thousand ⁴⁷ in 2024.

During 2025, MIC sold a parking lot in Indianapolis, Indiana for approximately $2.0 million ⁴⁸, resulting in a gain of approximately $0.5 million ⁴⁹. Two parking lots in Denver, Colorado were sold for approximately $2.5 million ⁵⁰, resulting in a $0.1 million ⁵¹ loss. A parking garage in Lubbock, Texas was sold for approximately $11.0 million ⁵², resulting in a loss of approximately $0.5 million ⁵³. The company also finalized a plan to phase out the Inigma software by the end of 2025, leading to an increase in amortization expense of $2.4 million ⁵⁴ for the year, resulting in a $0.05 ⁵⁵ loss per share attributable to common stockholders. The company entered into a first amendment to the Line of Credit on September 5, 2025, extending its maturity to December 31, 2025, and a second amendment on December 23, 2025, extending it further to March 31, 2026. In October 2025, MIC refinanced $84.2 million ⁵⁶ of long-term debt through an Asset-Backed Securitization of 19 properties, issuing 4.15% ⁵⁷ Series 2025-1 Class A-2 Notes with an anticipated repayment date in October 2030 ⁵⁸ and a final maturity date in October 2055 ⁵⁹.

Over the next twelve months, Mobile Infrastructure Corporation expects to focus predominantly on several strategic objectives. These include increasing parking revenue by optimizing the mix of transient and contract parking at its facilities and improving Revenue per Available Stall ("RevPAS") across the overall portfolio. The company plans to collaborate with third-party operators to actively manage parking rates based on local insights and maintain a cost structure aligned with operations. Furthermore, MIC intends to execute on ancillary revenue opportunities and identify opportunities for accretive external growth, including acquisitions. The company also plans to selectively dispose of non-core properties, redeploying the net proceeds into accretive uses.

A key growth area involves optimizing the parking mix. MIC monitors asset performance using metrics for Transient and Contract Parkers, believing each location has an optimal mix to maximize revenue. The company is utilizing local operator insights and an internal sales team to increase monthly parking contracts and utilization, which is expected to drive demand and allow for increased rates for Transient Parkers, serving as a meaningful source of organic revenue growth. Another growth vector is asset management collaboration. As of December 31, 2025, 28 of 36 assets have converted to management contracts, which are expected to provide Net Operating Income (NOI) growth through more transparent and controlled expense management and reduced revenue variability. The company intends to convert the remaining assets to asset management contracts by the end of 2027. This shift is also expected to align incentives between third-party operators and the company for revenue growth and provide enhanced visibility into portfolio performance.

Ancillary revenue opportunities represent another area of focus. MIC's active asset management approach will allow it to pursue opportunities with tech-enabled businesses, leveraging advances in transportation and other technologies. Potential sources of demand include EV charging needs, solar energy, rideshare staging, autonomous vehicles, fleet management, 5G and other wireless technologies, and storage. Accretive external growth is also a strategic priority. The merger and Nasdaq listing provided access to capital through equity markets, and the company has the option to fund acquisitions with equity. The goal is to acquire assets where a sufficient spread between the cost of capital and the capitalization rate can be quickly identified, or where strong incremental yield can be driven within 24 months. MIC believes land scarcity in high-traffic areas and smaller-scale owners lacking financial wherewithal present a unique opportunity for industry consolidation. The management team's extensive experience in the parking industry provides a pipeline of bespoke and actionable off-market acquisition opportunities, largely unavailable to competitors. The company intends to continue consolidating the industry through acquisitions, partnering with owners and tenants to create a meaningful pipeline and scale. As of December 31, 2025, several parking facilities have been identified and are being evaluated as potential acquisition targets.

Regarding its operational outlook, MIC anticipates a hybrid work structure for traditional central business district office workers will be the normalized state going forward, impacting assets with office exposure and underscoring the importance of a multi-key demand driver strategy. The company's plan to convert all remaining assets to management contracts by the end of 2027 is expected to result in better revenue linearity compared to lease agreements and enhanced visibility on portfolio performance.

For capital allocation, MIC's principal cash demands in the short and long term are expected to be for principal and interest payments on outstanding indebtedness, capital expenditures, redemption and dividend payments on Series A Preferred Stock and Series 1 Preferred Stock, funding of its share repurchase program, and acquisitions of assets. The principal sources of funds will be managed property revenue, rental income, existing cash on hand, and the Line of Credit as needed. The company may also sell properties or place mortgages on properties to raise capital. The Board authorized a share repurchase program of up to $10,000,000 ⁶⁰ of common stock in September 2024. As of February 27, 2026, approximately 466,000 ⁶¹ additional shares were repurchased under this program for a cost of approximately $1.4 million ⁶².

A significant structural headwind is the $25.9 million ⁶³ outstanding under the Line of Credit, plus $5.6 million ⁶⁴ of accrued interest, due by March 31, 2026. The company does not currently have sufficient cash on hand, liquidity, or projected cash flows to repay this amount. Management has approved a plan to extend the Line of Credit and sell real estate assets to satisfy this debt maturity on an orderly basis, which management believes will alleviate substantial doubt about the company's ability to continue as a going concern. Other factors that could adversely affect the business include increased fuel prices, which impact consumer transportation activities, and adverse economic conditions reducing discretionary spending or business travel. The continued deployment of work-from-home or hybrid remote strategies by companies decreases consumer traffic and parking demand in urban centers. Changing consumer preferences, such as increased use of ride-sharing and car-sharing services, and future technological innovations like driverless vehicles, may also decrease the need for parking spaces. Additionally, local, state, and federal environmental regulations encouraging carpooling and mass transit, or measures related to climate change and greenhouse gas emissions, could negatively impact parking demand.

Mobile Infrastructure Corporation faces several material risks, including its limited operating history and history of losses, with a net loss attributable to common stockholders of $22.4 million ⁶⁵ in 2025. The company is highly dependent on its management team, and the loss of key personnel could materially adversely affect its business. A material failure, inadequacy, interruption, or security failure of its technology networks and related systems, including increased risks from AI-enabled attacks, could harm the business. The development and use of emerging technologies like AI also present risks of unintended consequences, legal/regulatory actions, and reputational harm. Mr. Osher, a board member, beneficially owns approximately 64.1% ⁶⁶ of the outstanding common stock, giving him significant influence over corporate transactions. Conflicts of interest may arise due to management and board members holding positions and interests in other entities. The company's revenues are significantly influenced by demand for parking facilities, making it vulnerable to decreases in demand, such as those caused by increased fuel prices, reduced discretionary spending, or the prevalence of hybrid work models. The investment strategy relies on acquisitions, but competition, undisclosed defects in acquired properties, unexpected market changes, higher-than-anticipated operating costs, and unknown liabilities pose risks. The operations are highly concentrated with two operators, Metropolis and LAZ, which accounted for 63.1% ⁶⁷ and 16.8% ⁶⁸ of revenue (excluding commercial revenue) respectively in 2025, making the company vulnerable to adverse developments in their businesses. Declines in the market value of the portfolio could adversely affect reported results and credit availability. The company requires scale to offset public reporting costs, and its ability to scale depends on finding high-quality assets and accessing capital. Changing consumer preferences, such as increased use of ride-sharing and car-sharing, and future technological innovations like driverless vehicles, could lead to a decline in parking demand. Climate change and extreme weather events also pose long-term risks. Uninsured losses or high insurance premiums for catastrophic events could adversely affect investor returns. Compliance with environmental protection and human health and safety laws may incur high costs. Real property is an illiquid investment, limiting the company's ability to adjust its portfolio or sell properties quickly. A significant financial risk is the $25.9 million ⁶⁹ outstanding under the Line of Credit, plus $5.6 million ⁷⁰ in accrued interest, maturing on March 31, 2026, for which the company currently lacks sufficient cash or liquidity for repayment. Debt agreements contain restrictive covenants, and failure to comply could lead to events of default and acceleration of indebtedness. The company may be required to take write-downs, restructurings, or impairment charges. Certain loans are secured by mortgages, and default could lead to foreclosure. Litigation risks are inherent in the business, and adverse judgments could reduce profits. As an "emerging growth company," reduced reporting requirements may make its common stock less attractive to investors. The market price and trading volume of common stock may fluctuate significantly due to market volatility, macroeconomic conditions, and operating results. Holders of preferred stock have dividend, liquidation, and other rights senior to common stockholders. The company is a "controlled company" under Nasdaq rules, potentially allowing exemptions from certain corporate governance requirements. Future offerings of debt or preferred equity could dilute common stockholders' interests. The company is a holding company, relying on distributions from the Operating Company, structurally subordinating stockholders' interests to the Operating Company's liabilities. Operational, financing, and investment policies can be changed without stockholder approval. Ownership limitations and certain provisions in the Charter and Bylaws, as well as Maryland law, may deter or delay changes in control. The Bylaws designate the Circuit Court for Baltimore City, Maryland, as the sole forum for certain actions, potentially limiting stockholders' ability to choose a favorable judicial forum. Rights to take action against directors and officers are limited by the Charter. Conflicts of interest exist with the Operating Company and its members.

Management's message to shareholders emphasizes a strategic focus on optimizing existing parking facilities and pursuing accretive growth opportunities. The company aims to increase parking revenue by optimizing the mix of transient and contract parking and improving Revenue per Available Stall ("RevPAS") across its portfolio. A key strategic priority is the ongoing conversion of assets to management contracts, with 28 of 36 assets already converted as of December 31, 2025, and the intent to convert the remaining assets by the end of 2027. This is expected to enhance Net Operating Income (NOI) growth, reduce revenue variability, and improve financial visibility. Management also highlights the pursuit of ancillary revenue opportunities with tech-enabled businesses, such as EV charging and rideshare staging, leveraging the ideally-located assets. Another strategic priority involves identifying and executing accretive external growth through acquisitions, capitalizing on off-market opportunities and industry consolidation. Despite a net loss attributable to common stockholders of $22,401 thousand ⁷¹ for the year ended December 31, 2025, management has approved a plan to extend the Line of Credit and sell real estate assets to address the $25.9 million ⁷² outstanding debt and $5.6 million ⁷³ of accrued interest due by March 31, 2026, which they believe will alleviate substantial doubt about the company's ability to continue as a going concern.