Mobile Infrastructure Corp

Previous wording

The following is a financial review and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025. 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.

Current wording

The following is a financial review and analysis of our financial condition and results of operations for the three and six months ended June 30, 2026 and 2025. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025. Unless otherwise indicated, references in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries.

Previous wording

RevPAS represents Parking Revenue at our assets under management contracts as of January 1, 2025. We believe RevPAS is a key performance measure that allows for review of fluctuations in revenue without the impact of portfolio transaction or changes in revenue structure. Average monthly RevPAS for the three months ended March 31, 2026 and 2025 was $183.99 and $185.48, respectively.

Current wording

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

Previous wording

The decline in Total Revenues for the three months ended March 31, 2026 comparedto the three months ended March 31, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025, which resulted in a revenue reduction of $0.3 million. The reduction of Base Rental Income reflects both the impact of some of these sales as well as the conversion of certain assets to management agreements subsequent to March 31, 2025, at which point revenue is recognized as Managed Property Revenue. Contract revenue increases in our Cincinnati and Cleveland markets as well as returning traffic from the Cincinnati Convention Center reopening partially offset declines from asset sales in Managed Property Revenue.

Current wording

The decline in Total Revenues for the three months ended June 30, 2026 comparedto the three months ended June 30, 2025 was largely driven by the sale of four assets in the fourth quarter of 2025 and one asset in first quarter of 2026, which resulted in a revenue reduction of $0.6 million. The reduction of Base Rental Income reflects both the impact of some of these sales as well as the conversion of certain assets to management agreements subsequent to June 30, 2025, at which point revenue is recognized as Managed Property Revenue. Contract revenue increases, primarily in our Cincinnati and Cleveland markets, as well as returning traffic from the Cincinnati Convention Center reopening and online marketing initiatives in Chicago were partially offset by declines from asset sales in Managed Property Revenue.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

The increase in Interest expense, net of approximately $0.4 million during the three months ended March 31, 2026 compared to thethree months ended March 31, 2025 is primarily attributable to $0.8 million of non-cash debt discount amortization in the current quarter resulting from the asset-backed securitization of 19 properties in October 2025, partially offset by $0.4 million of non-cash loan fee amortization in the first quarter of 2025.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. For the three months ended March 31, 2026 and 2025, Same-Location NOI represents the NOI for the 36 properties that were owned for the majority of both calendar year periods being compared. 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.

Current wording

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. For the three and six months ended June 30, 2026 and 2025, Same-Location NOI represents the NOI for the 35 properties that were owned for both calendar year periods being compared. The Company believes that NOI provides useful information to investors regarding our results of operations, as it highlights operating trends such as pricing and demand for our portfolio at the property level as opposed to the corporate level. 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.

Previous wording

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 Other Income, Net.

Current wording

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 other income (expense), net.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Our principal sources of liquidity are rental income and managed property revenue at our parking facilities, existing cash on hand and the Line of Credit. We also may sell properties that we own or place mortgages on properties that we own to raise capital.

Previous wording

We have approximately $200 million of notes payable outstanding as of March 31, 2026. During 2024 and 2025, we took proactive steps to extend and ladder our debt maturity profile, reducing near-term refinancing risk and improving our overall capital structure. Key activities included refinancing existing notes payable into longer-term obligations, establishing a $40.4 million line of credit to support preferred stock redemptions and share repurchases, securing a $75.5 million 10-year CMBS financing collateralized by a seven-property pool, and completing an $84.4 million asset-backed securitization across 19 properties with an anticipated repayment date in 2030. Collectively, these transactions have meaningfully extended our weighted average debt maturity, diversified our sources of secured financing, and positioned us to manage obligations with greater flexibility going forward.

Current wording

We have approximately $197 million of debt outstanding as of June 30, 2026. During 2024 and 2025, we took proactive steps to extend and ladder our debt maturity profile, reducing near-term refinancing risk and improving our overall capital structure. Key activities included refinancing existing notes payable into longer-term obligations, establishing a $40.4 million Line of Credit to support preferred stock redemptions and share repurchases, securing a $75.5 million 10-year CMBS financing collateralized by a seven-property pool, and completing an $84.4 million asset-backed securitization across 19 properties with an anticipated repayment date in 2030. Collectively, these transactions have meaningfully extended our weighted average debt maturity, diversified our sources of secured financing, and positioned us to manage obligations with greater flexibility going forward.

Previous wording

We currently have $22.2 million related to the Line of Credit (as defined herein) due within twelve months of the date of the filing of this Quarterly Report. Additionally, as of the date of this filing, the Line of Credit has $5.5 million of accrued interest that is due upon maturity. We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amount and related interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Current wording

We have $28.7 million of debt due within twelve months of the date of the filing of the Quarterly Report which is comprised of $22.7 million related to the Line of Credit (as defined herein) and $6.0 million of notes payable. Additionally, as of the date of this filing, the Line of Credit has $6.3 million of accrued interest that is due upon maturity. We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amounts and related interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

Management has approved a plan to extend the Line of Credit and to sell real estate assets to satisfy the debt maturity, allowing the Company to sell the properties on an orderly basis. Management has determined that it is probable the plan will be successfully implemented. Accordingly, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Current wording

Management has approved a plan to extend the Line of Credit and to sell real estate assets to satisfy the debt maturities, allowing the Company to sell the properties on an orderly basis. Consistent with our past practice and our working relationship with our related party lender, we will request further extensions, if necessary, in order to allow us to sell properties on an orderly basis. Management has determined that it is probable the plan will be successfully implemented. Accordingly, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties. However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors. As of March 31, 2026, we have identified and are evaluating several parking facilities as potential acquisition targets.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

During the three months ended March 31, 2026, $1.6 million of cash was used in operating activities compared with $1.5 million used in operating activities during the three months ended March 31, 2025, an increase of $0.1 million. The cash used in operating activities for the three months ended March 31, 2026 and 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest.

Current wording

During the six months ended June 30, 2026, $0.1 million of cash was provided by operating activities compared with $0.2 million provided by operating activities during the six months ended June 30, 2025, a decrease of $0.1 million. The cash provided by operating activities for the six months ended June 30, 2026 and 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest.

Previous wording

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

Current wording

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

Previous wording

During the three months ended March 31, 2026 $14.9 million of cash was used in financing activities compared with $1.1 million used in financing activities during the three months ended March 31, 2025, an increase of $13.8 million. The cash used in financing activities for the three months ended March 31, 2026 was primarily attributable to principal debt payments and prepayment costs as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan. The cash used in financing activities for the three months ended March 31, 2025 was primarily attributable to principal debt payments as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock, partially offset by draws on the Line of Credit.

Current wording

During the six months ended June 30, 2026 $19.5 million of cash was used in financing activities compared with $2.9 million used in financing activities during the six months ended June 30, 2025, an increase of $16.6 million. The cash used in financing activities for the six months ended June 30, 2026 was primarily attributable to principal debt payments and prepayment costs as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan. The cash used in financing activities for the six months ended June 30, 2025 was primarily attributable to principal debt payments as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock, partially offset by draws on the Line of Credit.

Previous wording

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 5, 2026, contains a description of our critical accounting policies and estimates, including those relating to merger accounting and impairment of long-lived assets. There have been no significant changes to our critical accounting policies during 2026.

Current wording

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 estimates during 2026.