Mobile Infrastructure Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Mobile Infrastructure Corporation

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Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202

Dear Mobile Stockholder:

You are cordially invited to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Mobile Infrastructure Corporation (“we,” “us,” “our,” or the “Company”) to be held on Thursday, June 18, 2026, at 9:00 a.m., Eastern Time.

External crosswinds obscured the Company’s structural progress in 2025. Our stock price declined roughly 37%, a decline that understandably frustrated shareholders. And yet, the private market value of the assets we sold in 2025 reflected cap rates near 2% – substantially below our cost of capital and meaningfully disconnected from the implied cap rate of our stock price. This disconnect is not coincidental. It reflects the widening gap between the operational reality of our business and the way it is currently valued in the public markets.

I formally assumed the CEO role in August 2025. The organizational changes we made in 2025 and early 2026 reflect deliberate choices from our executive team and Board of Directors to strengthen the Company over the long term. You should expect to see more strategic operational enhancements in 2026.

However, first let me start with the year behind us. Summarized “elegantly,” it was a tough one. But simply looking at consolidated revenue, which declined 5% to $35.1 million, tells an incomplete story. Management agreement property revenue, which is our core recurring revenue metric, grew 3% to $28.6 million. Contract volumes increased 10%, while residential contracts expanded by 60%. We completed a $100 million ABS refinancing with three new institutional investors entering our lender group. We paid down $10 million on our line of credit in Q4. We executed or placed under contract over $30 million of non-core assets during Phase 1 of our $100 million asset rotation strategy – all at valuations that, in our view, imply our asset portfolio is substantially misvalued by the public markets.

The year was not what our leadership team wanted to deliver to shareholders. But a thematically difficult year does create opportunity for enhancing all facets of the Company and evaluating – at the most micro level – what is working and what is not. Structure, accountability, and data were the key themes internally in 2025; structure to create execution speed, accountability to build trust, and data to provide insights. 2025 proved that this formula works even when the external environment is difficult.

Key Accomplishments in 2025

1. Progress of Our Management Contract Conversion

Last year we committed to converting the remaining leased assets to management contracts by the end of 2027. We have now converted substantially all our portfolio, nearly completing the transition that began in 2024. This was an operational prerequisite for everything that followed. Management contracts give us visibility into real-time utilization, parker behavior, competitive rate moves, and demand patterns. They enable us to execute pricing strategies, optimize space allocation, and respond to market shifts with speed. The platform is now structured to be data-driven by default.

2. Balance Sheet Transformation

We completed a $100 million ABS refinancing, our first securitization with this structure. We were able to achieve an investment grade rating from one of the large national rating agencies. The transaction brought three new institutional investors into our capital structure, validating our operating model and providing stability to our lending profile. The new facility improved terms and extended maturities, giving us runway and asset optionality.

Additionally, during the 4 th quarter, we deployed $10 million of cash to pay down our line of credit. The line of credit with No Street Capital was strategically utilized to settle $15.7 million of preferred shares in cash, thus eliminating the possibility of substantial shareholder dilution. Considering our belief that a deep disconnect exists between the implied public market valuation of our asset portfolio and where comparable assets trade in the private markets, we continue to believe that buying back our stock is a prudent and value accreting source of capital allocation.

3. Execution of Phase 1 of Our $100 Million Asset Rotation

Concurrently with our 2024 year-end results announcement, we announced a three-year, $100 million asset rotation strategy. In 2025, we completed or placed under contract $30+ million in non-core asset sales. The buyers of these assets included both parking investors as well as strategic acquirers, who in aggregate, valued the disposed assets at a cap rate of approximately 2%. This matters. It supports our view that the gap between what private buyers will pay for our assets and what the public stock market values them at is not a reflection of operational risk but rather a reflection of how the market currently understands the value of our Company. Importantly, the asset rotation creates a tax-efficient path to upgrade our portfolio quality while generating proceeds to reduce debt and fund growth investments.

4. Contract Volume Growth and Residential Acceleration

Contract volumes increased 10% to approximately 6,700 (12% excluding the Detroit temporary disruption). More tellingly, residential contracts – the beneficiary of downtown office-to-apartment conversions – grew over 60% year-over-year. These are long-term, 24/7 contracts that convert low-utilization assets into high-utilization revenue centers on off-peak cycles. More than a handful of conversion projects are underway in our core markets, with rolling completions expected through 2027. This is not a speculative build thesis but an opportunity to capture additional revenue, at high contribution margins, while requiring minimal incremental capital outlays.

Understanding the Numbers

Our financial results for 2025 require some interpretation to make sense of what happened. Total revenue of $35.1 million represented a 5% decline from $37.0 million in 2024, but consolidated revenue included both management agreement properties and other revenue streams. Management agreement revenue grew 3% year-over-year. The headline decline primarily reflected the temporary revenue impact from properties where nearby demand drivers were undergoing capital improvements (Cincinnati Convention Center, Nashville 2nd Avenue, Denver 16th Street Mall). This revenue impact also drove year-over-year declines in NOI* and Adjusted EBITDA*, which were $20.7 million and $14.3 million, respectively, for the year. Parking is a block-by-block business, and temporary hyper-local disruptions can cause outsized performance variability. The important underlying trend is that our management agreement property base is becoming more stable and more profitable as we drive utilization.

Progress in Our Markets

Cleveland: Our Operating Thesis in Action

Cleveland is a case study of a downtown still in transition but full of opportunity from active management. In 2025, revenue from our IMG asset in Cleveland grew 63% year-over-year. The growth was driven by disciplined execution of our utilization-first strategy: filling parking stalls (volume first), then optimizing pricing (rate second). As utilization approached stabilized levels, we increased rates by approximately 5% without sacrificing volume. We converted parking customers across multiple buyer personas – monthly contracts, residential, event-goers, hotels, and retail – all in a market that is relatively stagnant.

Cleveland is a microcosm of the BEEP story. Unlike other real asset classes, parking is nuanced, complicated, and operationally intensive. Value can be created in difficult environments with the right data and strategy, so long as the KPIs are air-tight. Most importantly, the Cleveland case study shows parking is an industry that is still essential for healthy, active downtown cores, and as long as the cities in the United States are a gathering place for life and commerce, mobile infrastructure will be incredibly valuable.

Cincinnati, Nashville, and Denver: Reopenings as 2026 Catalysts

Three of our major markets faced temporary disruption in 2025: the Cincinnati Convention Center closed for renovation; the Nashville 2nd Avenue project saw a major downtown redevelopment effort; and the Denver 16th Street Mall project saw the revitalization of a premier downtown corridor. All three geographies reopened in early 2026. We expect the revenue headwind from these disruptions to reverse as 2026 progresses, providing a meaningful tailwind to consolidated results in the second half of the year.

What to Expect in 2026

2026 Guidance

For 2026, we are guiding to:

This guidance reflects recovery from temporary disruptions, residential contract conversion, and the benefits of our utilization-first strategy. It does not assume dramatic acceleration or deceleration from external factors. Instead, our guidance assumes sound execution and a steady continuation of the green shoots we have started to see across many of our assets.

Strategic Priorities for 2026:

Looking Beyond 2026

Regardless of how artificial intelligence reshapes work or how automation transforms commerce, people will continue to gather in cities, attend events, transact business in central business districts, and live in urban centers. They will move through physical space. Access to that space – the ability to park near where you work, shop, live, or socialize – is a scarce and valuable resource. We own hard assets that we believe are difficult to replace in central business districts where access is essential. Simply put, parking is a core infrastructure asset and Mobile owns a portfolio of irreplaceable assets in urban cores. Further, we have significant runway to optimize our assets and have built a unique operating platform to capitalize on these opportunities.

Today, Mobile has operational momentum, structural clarity, and strategic conviction around outcomes that matter: utilization, quality, return on capital. We are confident in where we are going, even if that value creation has not yet been appropriately reflected in our stock price. The work of 2025 – unglamorous as it was – was essential to building the foundation for the upside that 2026 and beyond can demonstrate.

We are grateful for your continued confidence in BEEP. We look forward to keeping you updated as we execute against our 2026 plan and work to close the gap between the operational reality of our business and the way it is valued in the market.

Sincerely,

Stephanie Hogue

President, Chief Executive Officer, Treasurer, Corporate Secretary, and Director

*NOI and Adjusted EBITDA are non-GAAP financial measures. Refer to Exhibit B for an explanation of these non-GAAP financial measures and a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.

**The Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort.

This letter to shareholders contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Accordingly, attention is directed to the section entitled Forward-Looking Statements in the proxy statement that follows.

Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

Mobile Infrastructure Corporation, a Maryland corporation (“MIC,” the “Company,” “we”, “us” or “our”), will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 18, 2026, at 9:00 a.m., Eastern Time. To provide the opportunity for participation by a broader group of stockholders and provide a consistent and convenient experience to all stockholders regardless of location, the Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able to physically attend the Annual Meeting.

If you are a registered stockholder or beneficial owner of our common stock at the close of business on April 10, 2026, the record date of our Annual Meeting, you may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live audio webcast by visiting www. virtualshareholdermeeting.com/BEEP2026 and using the 16-digit control number included on the notice of Internet availability or proxy card.

At the Annual Meeting, holders of our outstanding shares of common stock will be asked to consider and vote upon the following proposals:

You may vote on these matters virtually or by proxy. Each outstanding share of our common stock is entitled to one vote. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes (see “How do I vote?” on page 3 in the accompanying proxy statement):

This proxy statement and the form of proxy, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, were first sent or given to stockholders on or about April 23, 2026.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 18, 2026: this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at https://ir.mobileit.com/.

Cincinnati, Ohio

April 23, 2026

By Order of the Board of Directors,

Stephanie Hogue

President, Chief Executive Officer, Treasurer, Corporate Secretary, and Director

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Forward-Looking Statements

Certain statements included in this proxy statement on Schedule 14A (this “proxy statement”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements including words such as “believe,” “expect,” “anticipate,” “plan,” “project,” “estimate,” “intend,” “will,” “should,” “could,” “would,” “may,” “strategy,” “goal,” “target,” “potential,” “opportunity,” “outlook,” “guidance,” “scenario” and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, revenue and net operating income projections, assumptions about future priorities, shareholder value, our strategic initiatives and our goals. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, target, commitment or expectation can or will be achieved. Actual results and outcomes may differ materially from those expressed or implied in such statements. Investors should carefully consider the risk and uncertainties described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and as may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.

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Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202