Mobile Infrastructure Corp

Previous 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.

Current wording

The following is a financial review and analysis of our financial condition and results of operations for the three and nine months ended September 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

Currently, 28 of our 35 assets operate under management contracts. We believe asset management contracts provide the opportunity for net operating income 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.

Current wording

Currently, 28 of our 35 assets operate under management contracts. We believe asset management contracts provide the opportunity for net operating income growth through more transparent and controlled expense management and has reduced 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 has also resulted 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 substantially all of the remaining assets to asset management contracts by the end of 2027.

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. RevPAS for the three months ended June 30, 2026 and 2025 was $224.96 and $212.14, 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 transactions or changes in revenue structure. RevPAS for the three months ended September 30, 2026 and 2025 was $245.83 and $211.53, respectively.

Previous 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.

Current wording

The increase in Total Revenues for the three months ended September 30, 2026 comparedto the three months ended September 30, 2025 was primarily driven by both contract and transient volume increases. Contract increases were primarily from strength in several of our Midwest markets, and transient increases were driven primarily by strength in our Chicago market related to successful online marketing initiatives and Cincinnati market related to returning traffic from Cincinnati Convention Center. These increases were partially offset by asset sales in 2025 and the first quarter of 2026. The reduction of Base Rental Income reflects both the impact of asset sales in 2025 and the first quarter of 2026 as well as the conversion of certain assets to management agreements after September 30, 2025, at which point revenue is recognized as Managed Property Revenue. The reduction in percentage rental income was mainly driven by the conversion of certain assets to management agreements after September 30, 2025.

Previous wording

The $0.7 million decrease in Property Taxes for the six months ended June 30, 2026 comparedto the six months ended June 30, 2025 is due to both the impact of asset sales as well as changes in assessed property values.

Current wording

The $0.1 million decrease in Property Taxes for the three months ended September 30, 2026 comparedto the three months ended September 30, 2025 is due to the impact of asset sales in 2025 and the first quarter of 2026.

Previous 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.

Current wording

The $0.2 million decrease in Property Operating Expense for the three months ended September 30, 2026 comparedto the three months ended September 30, 2025 is primarily a result of cost savings from asset sales in 2025 and the first quarter of 2026.

Previous 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.

Current wording

The $1.1 million decrease in Depreciation and Amortization for the three months ended September 30, 2026 comparedto the three months ended September 30, 2025 is primarily due to $0.9 million in accelerated depreciation in the third 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 $0.5 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.

Current wording

The increase in Interest Expense, Net of approximately $0.2 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 is primarily attributable to $0.8 million of non-cash debt discount amortization during the three months ended September 30, 2026, resulting from the asset-backed securitization of 19 properties in October 2025, partially offset by lower interest expense on other debt due to paydowns and lower loan fee amortization.

Previous wording

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

Current wording

The increase in Total Revenues for the nine months ended September 30, 2026 comparedto thenine months ended September 30, 2025 was primarily driven by both contract and transient volume increases. Contract increases were primarily from strength in several of our Midwest markets, and transient increases were driven primarily by strength in our Chicago market related to successful online marketing initiatives and Cincinnati market related to returning traffic from Cincinnati Convention Center reopening. These were partially offset by asset sales in 2025 and the first quarter of 2026. The reduction of Base Rental Income reflects both the impact of asset sales in 2025 and the first quarter of 2026 as well as the conversion of certain assets to management agreements after September 30, 2025, at which point revenue is recognized as Managed Property Revenue. The reduction in percentage rental income was mainly driven by the conversion of certain assets to management agreements after September 30, 2025.

Previous 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.

Current wording

The $0.8 million decrease in Property Taxes for the nine months ended September 30, 2026 comparedto the nine months ended September 30, 2025 is due to both the impact of asset sales as well as changes in assessed property values.

Previous wording

The $0.3 million decrease in Property Operating Expense for the six months ended June 30, 2026 comparedto the six months ended June 30, 2025 is primarily a result of cost savings from asset sales in 2025 and the first quarter of 2026.

Current wording

The $0.4 million decrease in Property Operating Expense for the nine months ended September 30, 2026 comparedto the nine months ended September 30, 2025 is primarily a result of cost savings from asset sales in 2025 and the first quarter of 2026.

Previous wording

The $1.3 million decrease in Depreciation and Amortization for the six months ended June 30, 2026 comparedto the six months ended June 30, 2025 is primarily due to $0.8 million in accelerated depreciation in the second quarter of 2025 resulting from the phase out of Inigma, as well as the sale of parking assets in 2025 and the first quarter of 2026.

Current wording

The $2.5 million decrease in Depreciation and Amortization for the nine months ended September 30, 2026 comparedto the nine months ended September 30, 2025 is primarily due to $1.9 million in accelerated depreciation in 2025 resulting from the phase out of Inigma, as well as the sale of parking assets in 2025 and the first quarter of 2026.

Previous 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.

Current wording

The $0.1 million increase in Other Income (Expense), Net during thenine months ended September 30, 2026 compared to thenine months ended September 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 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.

Current wording

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. For the three and nine months ended September 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

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

Current wording

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

Previous 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.

Current wording

We have approximately $198 million of debt outstanding as of September 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 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.

Current wording

We have $28.9 million of debt due within twelve months of the date of the filing of the Quarterly Report which is comprised of $22.9 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 $6.5 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 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 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.

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. Additionally, management is actively exploring alternative financing, which would have a maturity date beyond one year. 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 and/or obtain alternative financing. 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

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 June 2026. The payment of future dividends is subject to the Board’s discretion and will be determined by the Board based on the Company’s financial condition and such other considerations as the Board deems relevant. 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.

Current wording

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 September 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. However, we could again elect to convert the Preferred Stock to shares of our common stock in the future.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Comparison of the nine months ended September 30, 2026 to the nine months ended September 30, 2025:

Previous 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.

Current wording

During the nine months ended September 30, 2026, $1.7 million of cash was provided by operating activities compared with $1.5 million provided by operating activities during the nine months ended September 30, 2025, an increase of $0.2 million. The cash provided by operating activities for the nine months ended September 30, 2026 and 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by cash paid for interest.

Previous 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.

Current wording

During the nine months ended September 30, 2026, $14.2 million of cash was provided by investing activities compared with $2.2 million provided by investing activities during the nine months ended September 30, 2025, an increase of $12.0 million. The cash provided by investing activities for the nine months ended September 30, 2026 was primarily attributable to proceeds from the sale of one asset in March 2026, partially offset by strategic capital expenditures. The cash provided by investing activities for the nine months ended September 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 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.

Current wording

During the nine months ended September 30, 2026, $20.6 million of cash was used in financing activities compared with $7.4 million used in financing activities during the nine months ended September 30, 2025, an increase of $13.2 million. The cash used in financing activities for the nine months ended September 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 nine months ended September 30, 2025 was primarily attributable to principal debt payments and a loan payoff at maturity 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.