Mobile Infrastructure Corp

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(UNAUDITED)

Note1 — Organization and Business Operations

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company”) is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in the top50 U.S. Metropolitan Statistical Areas, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of* September 30, 2025*, we own 40 parking facilities in20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet. We also own approximately 0.2 million square feet of retail/commercial space adjacent to our parking facilities.

The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, (the “Operating Company”) and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Operating Company is managed by a board of directors,one appointed by the Company andone appointed by the other members of the Operating Company. Currently, thetwo directors of the Operating Company are Manuel Chavez, III, the Executive Chairman of the Company's Board of Directors (the "Board"), and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board. The Company owns approximately 90.5% of the Common Units of the Operating Company. The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.

**Note2 **—Summary of Significant Accounting Policies

Basis of Accounting

Our consolidated financial statements are prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). 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 donot 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. Operating results for thethree andnine months ended* September 30, 2025*, arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2025.There wereno* significant changes to our significant accounting policies during thenine months ended* September 30, 2025*. For a full summary of our accounting policies, refer to our Annual Report on Form10-K for the fiscal year ended* December 31, 2024filed with the SEC on March 11, 2025.*

Going Concern

The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The going concern basis assumes that we will be able to meet our obligation and continue our operationone year from the date of the filing of this quarterly report on Form10-Q (this “Quarterly Report”), which is dependent upon our ability to effectively implement a plan related to the Line of Credit that matures withinone 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 $34.3 million related to the Line of Credit (as defined herein) due withintwelve months of the date of the filing of this Quarterly Report. Additionally, the Line of Credit has $4.9 million of accrued interest that is due upon maturity. We donot currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amount and related interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

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Management has approved a plan to sell real estate assets to satisfy the debt maturity. We have the ability to extend the maturity or defer the Line of Credit through* March**31,* 2026, in order to allow us to sell properties on an orderly basis, if necessary. Management has determined it is probable that it will be able to successfully implement this plan. As such, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding stock issuance, equity compensation, asset impairment, and purchase price allocations to record investments in real estate, as applicable.

Concentration

Our operators* mayact as agents collecting revenues on our behalf or mayact as lessee if under a lease agreement. The revenue from locations where Metropolis Technologies, Inc. (“Metropolis”) acts as either a lease tenant or an operator agent represented 61.9% and 56.2% of our revenue, excluding commercial revenue, for thenine* months ended* September 30, 2025and2024*, respectively. Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 16.6% and 15.3% of our revenue, excluding commercial revenue, for thenine months ended* September 30, 2025and2024*, respectively.

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

We had concentrations of our outstanding accounts receivable balance with Metropolis (28.5% and 31.9%) as of* September 30, 2025* and* December 31, 2024,respectively, and with LAZ (10.8%) as of September 30, 2025.The outstanding accounts receivable balance with LAZ wasnot* significant as of* December 31, 2024.*The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely thannot that all or some portion of the deferred tax asset willnot be realized. A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on* July 4, 2025and the Company continues to evaluate the impact on its financial position. The OBBBA isnot* currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

Lessor Accounting

All our leases are classified as operating leases. The majority of variable lease payments for operating leases are recorded as Percentage Rental Income within the Consolidated Statements of Operations. 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 werenot significant during thethree andnine months ended* September 30, 2025and2024*.No significant changes to our leases have occurred during thenine months ended* September 30, 2025*.

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Recently Issued Accounting Standards

The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements:

Note3 — Managed Property Revenues

Disaggregation of revenue

We disaggregate revenue from contracts with customers by Transient Parkers, customers who arrive at our parking facilities and have the right to park in any open spotnot otherwise marked as reserved, and Contract Parkers, customers who pay, generally in advance, to have the right to access the facility for a set period. 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 thethree andnine months ended* September 30, 2025and2024* are as follows (dollars in thousands):

Contract balances

The timing of revenue recognition, billings and cash collections results in accounts receivable and contract liabilities. Accounts receivable represent amounts where we have an unconditional right to the consideration and therefore only the passage of time is required for us to receive consideration due from the customer. Receivables* maybe from parking customers who have a contractual obligation to pay for their usage or from the operators of the facilities who have collected parking fees on our behalf. As of September**30,* 2025 and2024, we had $3.2 million and $3.0 million of outstanding accounts receivable, respectively, related to our managed property revenue.

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It is our standard procedure to bill Contract Parkers in the month prior to when they will be using the facility in accordance with agreed-upon contractual terms. Billing typically occurs prior to revenue recognition, resulting in contract liabilities. The majority of any contract liability will be recognized at end of the following month. Changes in deferred revenue primarily include prepayments for future parking months and recognition of previously deferred revenue.No material amounts in deferred revenue represent prepayments for a period longer than a single month. As of* September**30,* 2025 and2024, we had approximately $0.2 million of deferred managed property revenue, respectively, included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

**Note4 **—Acquisitions and Dispositions of Investments in Real Estate

2025

In* November 2025,*we sold a parking lot located in Indianapolis, Indiana for approximately $2.0 million. We estimate the gain on sale of the asset to be $0.5 million.

2024

In* February 2024,we disposed of our Cincinnati Race Street location for $3.2 million, resulting in a loss on sale of real estate of approximately $0.1 million. As part of the agreement, we entered into a financing arrangement with the buyer with the property as collateral. Under the terms of the financing arrangement, the buyer paid interest of 8.0% on a $3.12 million dollar note. The note receivable was paid in full in February 2025.*

In* July 2024,we soldone* parking lot in Clarksburg, West Virginia for approximately $0.5 million, resulting in an immaterial loss on sale of real estate. We received proceeds of approximately $0.4 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the revolving credit facility with KeyBank, National Association (the “Revolving Credit Facility”).

In* November 2024,*we sold a parking lot located in Indianapolis, Indiana for approximately $4.6 million, resulting in a gain on sale of real estate of approximately $2.7 million. We received proceeds of approximately $4.5 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the Revolving Credit Facility.

Note5 — Intangible Assets

A schedule of our intangible assets and related accumulated amortization as of* September 30, 2025* and* December 31, 2024* is as follows (dollars in thousands):

Amortization of the in-place lease value and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations. Amortization expense associated with intangible assets totaled approximately $1.0 million and$0.2 million for thethree months ended* September**30,* 2025 and2024 and approximately $2.1 million and $0.6 million for thenine months ended* September 30, 2025and2024*, respectively. In thesecond quarter of2025, we finalized a plan to phase out the use of our acquired technology, Inigma software, by the end of the year. This triggered a change in the useful life of the asset to the remainder of2025. As a result of this change, amortization expense will increase $0.8 million quarterly and will result in a $0.02 loss per share attributable to the Company's common stockholders each quarter of2025 beginning in thesecond quarter.

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

Note6 — Debt

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

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In* December 2024,we entered into a 10-year, $75.5 million CMBS financing with Argentic Real Estate Finance2* LLC (the*“2034* CMBS Loan”). The2034 CMBS Loan bears a fixed annual interest rate of 7.76% and is secured by a pool ofseven properties. The2034 CMBS Loan agreement contains customary covenants and reserve requirements. The Operating Company serves as a non-recourse guarantor and is required to maintain a net worth in excess of $40.0 million. The fees associated with entering into the2034 CMBS Loan of approximately $1.5 million are being amortized over the term of the loan to Interest Expense on the Consolidated Statement of Operations.

In* August 2025,*we paid off the MVP Houston Saks Garage LLC loan with a payment of $2.7 million upon maturity.

In* October 2025,we refinanced $84.4 million of long-term debt through an asset-backed securitization of 19 properties in our portfolio. In this transaction, we issued 4.15% Series2025*-1 Class A-2 Notes (the*“2025*-1 Notes”) priced at 88.30% of the principal amount of $100 million. The2025-1 Notes have an anticipated repayment date in* October 2030and a final maturity date in October 2055.*

The2025-1 Notes were issued under a base indenture and supplemented by the Series2025-1 indenture supplement, each of which contain customary covenants and events of default. If the2025-1 Notes arenot paid in full at their anticipated repayment date, additional interest will begin to accrue. We* mayredeem the2025*-1 Notes at any time prior to their anticipated repayment date subject to payment of a make-whole premium. The2025-1 Notes are issued and guaranteed by wholly-owned subsidiaries of the Operating Company.

For many of our loan agreements, reserve funds are required for repairs and replacements, real estate taxes, and insurance premiums. Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits. As of* September 30, 2025,borrowers fortwo* of the Company’s loans totaling $41.6 million, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately $1.5 million of restricted cash as of* September 30, 2025.These loans were refinanced under the2025*-1 Notes in* October 2025and areno* longer subject to additional cash management procedures.

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

Line of Credit

In* September 2024,we entered into a $40.4 million revolving credit facility agreement with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (collectively, the “Lenders”) maturing in September**2025* (the “Line of Credit”). On* September 5, 2025,we extended the maturity date to December 31, 2025.Borrowings under the Line of Credit will accrue interest at a rate of 15.0% per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Line of Credit. After certain amounts paid with the initial proceeds, the Line of Credit mayonly be used for redemption payments on the Series A Preferred Stock and Series1* Preferred Stock and funding of the share repurchase program, discussed below. The Line of Credit includes provisions for defaults on recourse indebtedness in an aggregate amount equal to or exceeding $25 million and non-recourse indebtedness in an aggregate amount equal to or exceeding $50 million. Mr. Osher, Chair of the Board, is the managing member ofNo Street Capital LLC, which serves as the investment manager of the Lenders.

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

As of* September 30, 2025*, approximately $29.9 million was outstanding under the Line of Credit. As of the date of this filing, the outstanding balance increased to approximately $34.3 million.

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Interest Rate Swap

In* December 2024,we entered an interest rate swap agreement to coincide with the refinance of Mabley Place Garage, LLC, which will mature in December 2027,the value of which was immaterial as of December 31, 2024.The value of the interest rate swap was $0.2 million as of September 30, 2025* and is recorded within Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets. The arrangement was for a notional amount of $12.0 million and fixed SOFR to a rate of 7.29% beginning in* March 2025.Our use of derivative instruments is limited to this interest rate cap to manage interest rate exposure. 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 electednot* to use hedge accounting due to the short-term duration of the arrangement and, as such, will reflect changes in fair value of the arrangement within our Consolidated Statements of Operations.

Note7 — Equity

We havetwo classes of capital stock authorized for issuance under our Charter:500,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of which 97,000 are designated as shares of Series1 Preferred Stock,50,000 are designated as shares of Series A Preferred Stock and 60,000 are designated as shares of Series2 Preferred Stock.

Series A Convertible Redeemable Preferred Stock

The terms of the Series A Preferred Stock provide that the holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.75% of the stated value pari passu with the dividend preference of the Series1 Preferred Stock and in preference to any payment of any dividend on our common stock.

Series1 Convertible Redeemable Preferred Stock

The terms of the Series1 Preferred Stock provide that the holders of the Series1 Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.50% of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on our common stock.

Series1 Preferred Stock and Series A Preferred Stock Distributions

On* September 11, 2024,the Board declared payment of accrued and unpaid dividends for all past dividend periods on the Series1* Preferred Stock and Series A Preferred Stock. Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series1 Preferred Stock for each subsequent month through* September**2025.* The payment of future dividends is subject to the Board’s discretion and will be determined by the Board based on the Company’s financial condition, applicable law and such other considerations as the Board deems relevant.

Series1 Preferred Stock and Series A Preferred Stock Redemptions and Conversions

Upon receipt of written notice to convert shares of Series1 Preferred Stock and Series A Preferred Stock into common stock, we have the option to redeem the shares for cash with the redemption price equal to the stated value of*$1,000,* plus any accrued but unpaid dividends. Should we elect to convert the shares, each share of Series1 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, butnot including, the date of conversion, by the volume weighted average price per share of common stock for the20 trading days prior to the delivery date of the receipt of the notice.

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During thenine months ended* September 30, 2025*, approximately 3,100 shares of the Series1 Preferred Stock and approximately 80 shares of Series A Preferred Stock were redeemed for cash. In addition, requested redemptions at* September 30, 2025* of approximately 2,300 shares with a stated value of approximately $2.3 million of Series1 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 thenine months ended* September 30, 2025*, no shares of Series1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

Duringnine months ended* September 30, 2024*, approximately 8,000 shares of Series1 Preferred Stock and approximately 600 shares of Series A Preferred Stock converted to approximately 2.8 million and 0.2 million shares of common stock, respectively. Approximately 1,300 shares of the Series1 Preferred Stock were redeemed for cash during thenine months ended* September 30, 2024.In addition, requested redemptions at September 30, 2024of approximately 5,500 shares with a stated value of approximately $5.5 million of Series1* Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets. There wereno cash redemptions on the Series A Preferred Stock during thenine months ended* September 30, 2024*.

Warrants

In accordance with the warrant agreement dated* August 25, 2021 (the “Warrant Agreement”), which was further amended on August 29, 2023,*Color Up, LLC (“Color Up”) had the right to purchase up to 2,553,192 shares of common stock, at an exercise price of $7.83 per share for an aggregate cash purchase price of up to $20.0 million (the “Common Stock Warrants”) and could exercise the Common Stock Warrants on a cashless basis at Color Up’s option. Subsequently, Color Up distributed the entirety of the Common Stock Warrants to HSCP Strategic III, LP, an entity controlled by Mr. Osher, and Bombe Asset Management, LLC, an entity owned and controlled by Mr. Chavez and Ms. Hogue.

The Common Stock Warrants expire on* August 25, 2026*and are classified as equity and recorded at the issuance date fair value.

Convertible Non-controlling Interests

As of* September 30, 2025*, the Operating Company had approximately 45.0 million Common Units outstanding, excluding any equity incentive units granted and the Earn-Out Shares, as defined below. Beginningsix months afterfirst acquiring Common Units, each member will have the right to redeem the Common Units for either cash or common stock on aone-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 thenine months ended* September 30, 2025* and2024, 0.3 million Common Units were converted to shares of common stock on aone-for-one basis.

The Common Unitsnot held by the Company outstanding as of* September 30, 2025* are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheets.

Share Repurchase Program

In* September 2024,the Board authorized a share repurchase program of up to $10 million of shares of our outstanding common stock. Repurchases maybe 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 maybe structured to occur in accordance with the requirements of Rule10b*-18 of the Securities Exchange Act of1934, as amended. We* mayalso enter into Rule10b5*-1 plans to facilitate repurchases of our shares under this authorization. During thethree andnine months ended* September 30, 2025*, we repurchased 200,361 and 288,500 shares under the program, for a cost of approximately $0.7 million and $1.0 million, respectively. During thethree andnine months ended* September**30,* 2024, we repurchased 26,925 shares under the program, for a cost of approximately $0.1 million. As of* November 1, 2025,*approximately 453,000 additional shares were repurchased under the program for a cost of approximately $1.6 million.

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Note8 — Stock-Based Compensation

We issue stock awards that vest based upon the completion of a service period (“service-based awards”) under our2023 Incentive Award plan (the "Plan"). The Plan provides for the grant of stock options, including restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs. The Board typically grants both service and performance-based awards during thefirst quarter of each year. Service-based awards will typically follow athree-year graded vesting schedule, and performance-based awards vest based upon total shareholder return ("TSR") relative to the Russell2000 Index. All awards* may*vest in the form of common stock or LTIP Units. LTIP Units are a class of equity interest in the Operating Company that are intended to qualify as “profits interests” for federal income tax. The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units.

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

We recognized $0.8 and $1.3 million and $2.3 and $4.8 million of equity-based compensation expense for thethree andnine months ended* September 30, 2025and2024*, respectively, which is included in General and Administrative in the Consolidated Statements of Operations. Included in the expense were equity awards granted in lieu of salary amounts. The remaining unrecognized compensation cost of approximately $3.5 million will be recognized over a weighted average term of 2.0 years. Performance based awards are valued at target and* may*have the ability to earn additional or fewer shares based on level of achievement.

Note9 — Earnings Per Share

Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to our common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. We include the effect of participating securities in basic and diluted earnings per share computations using thetwo-class method of allocating distributed and undistributed earnings when thetwo-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 thethree andnine months ended* September 30, 2025and2024* and therefore were excluded from the dilutive calculation. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. We had 3.7 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for thethree andnine months ended* September 30, 2025and2024*.

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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 thethree andnine months ended* September 30, 2025and2024* (dollars in thousands):

Note10 — Variable Interest Entities

We, through a wholly owned subsidiary of the Operating Company, own a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56-acre,376-vehicle commercial parking lot, known as the Cardinal Lot.

MVP St. Louis is considered VIE and we conclude that we are the primary beneficiary since the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr. Chavez.

As a result, we consolidate our investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $11.9 million (substantially all real estate investments) and liabilities of approximately $6.1 million and $6.0 million (substantially all mortgage debt) before consolidation as of both* September 30, 2025* and* December**31,* 2024, respectively.

Note11 — Fair Value

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value is as follows:

Level1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that arenot active, and model-derived valuations whose inputs are observable.

Level3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. Due to their short maturities or recent nature, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of our notes payable were derived using Level2 inputs and approximates $183.3 million and $186.7 million as of* September 30, 2025* and* December 31, 2024,respectively. The carrying amount of the Line of Credit as of September 30, 2025* approximates fair value due to its short time to maturity.

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Recurring and Nonrecurring Fair Value Measurements

We have 1,900,000 shares of common stock that are subject to an earn-out structure (the "Earn-Out Shares"), as described below. The Earn-Out Shares and interest rate swap are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed. Fair value measurements that occurred as of and during thenine months ended* September 30, 2025* and the year ended* December**31,* 2024 were as follows (in thousands):

Earn-Out Shares

The terms of the Earn-Out Shares allow an additional 1,900,000 shares to vest if certain milestones are achieved:

We estimate the fair value of each tranche of shares separately using a Monte Carlo simulation. These estimates require us to make various assumptions about the risk-free rate, expected volatility for each tranche of the Earn-Out Shares, and other items that are unobservable and are considered Level3 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 (30.0% to 45.0%) 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. The following table reflects the change in value during thenine months ended* September 30, 2025* (in thousands):

Interest rate swap

Our interest rate swap is measured at fair value on a recurring basis. The valuation is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the interest rate swap is determined using the market standard methodology of valuing the expected discounted future fixed cash receipts. The variable cash or receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. We evaluated the need for credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, but believe these impacts arenot material. Because we determined that the significant inputs used to value our derivatives are observable, we believe our derivative valuation is classified in Level2 of the fair value hierarchy.

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Impairment

Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred. To estimate fair value we* mayuse internally developed valuation models or independentthird*-parties where available. In either case, the fair value of real estate* maybe based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach. We utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any properties that are actively being marketed for sale. Because we use estimates and assumptions regarding an assets’ future performance and cash flows as well as market conditions and discount rates, we determined the impaired assets would fall under Level3* of the fair value hierarchy. During thenine months ended* September 30, 2025and2024*, we impaired approximately $2.5 million and $0.2 million of our real estate assets, respectively, as a result of planned property dispositions currently under contract.

Note12 — Commitments and Contingencies

The nature of our business exposes our properties, the Company, the Operating Company and our other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted below, or routine litigation arising out of the ordinary course of business, we arenot presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

In* January 2023,the43rd* District Court of Parker County, Texas, entered summary judgment against MVP Fort Worth Taylor, LLC,one of our subsidiaries, in favor of the plaintiff, John Roy, who alleged that he was due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated. In* September 2024,a settlement was reached resulting in a gain on the settlement of approximately $0.3 million which is reflected in Other Income, Net in the Consolidated Statements of Operations for thethree* months ended* September**30,* 2024.

Note13 — Related Party Transactions and Arrangements

Previously,three of our assets were operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Executive Chairman of the Board. The Executive Chairman of the Board is neither an owner nor beneficiary of Park Place Parking. As of* December**31,* 2024, we recorded a balance of approximately $0.2 million from Park Place Parking which is included in Accounts Receivable, Net on the Consolidated Balance Sheets and was subsequently paid within terms of the management agreement. Park Place Parking didnot operate any of our assets as of* September 30, 2025.*

We have a lease agreement with ProKids, an Ohionot-for-profit, leasing21,000 square feet of vacant unfinished commercial space in a531,000 square foot building in Cincinnati, Ohio, for120 months to the organization. An immediate family member of the Executive Chairman of the Board is a member of the Board of Trustees of ProKids. ProKids will haveno rent due to us throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors and payment toward common area utility costs. As of* September 30, 2025*, ProKids owes an immaterial amount of rental income related to the lease agreement.

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 2021of thethree* properties contributed by Color Up. The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheets.

We have agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up as well as certain legal services in connection with the Registration Rights Agreement. We incurred approximately $0.1 million related to these services for thenine months ended* September 30, 2025*.

License Agreement

On* August 25, 2021,we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of the Executive Chairman of the Board and our Chief Executive Officer and President (the “Supplier”), pursuant to which we granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $5,000 per month. This agreement ended during thesecond* quarter of2025.

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Tax Matters Agreement

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 thetenth* anniversary of the completion of the Transaction, as defined in the Tax Matters Agreement, (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on thetenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least20% of the units in the Operating Partnership received in the Transaction, we agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities.

Line of Credit

In* September 2024,we entered into a $40.4 million Line of Credit. Mr. Osher, the Chair of the Board, is the managing member ofNo* Street Capital LLC, which serves as the investment manager of the Lenders. For further discussion of the Line of Credit, refer to Note6 above.

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