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What changed in Mobile Infrastructure Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mobile Infrastructure Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+249 added−278 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-11)

Top changes in Mobile Infrastructure Corp's 2025 10-K

249 paragraphs added · 278 removed · 196 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

32 edited+6 added−7 removed17 unchanged
Biggest changeAdditional details of the Merger are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this Annual Report. 6 Table of Contents Objectives Over the next twelve months, we expect to be focused predominantly on the following strategic objectives: • Increase parking revenue by optimizing our mix of transient and contract parking at our parking facilities and improving Revenue per Available Stall ("RevPAS") of the overall portfolio; • Collaborate with third-party operators to actively manage parking rates based on local insights and maintain a cost structure that aligns with operations; • Execute on ancillary revenue opportunities; • Identify opportunities for accretive external growth, including acquisition opportunities; and • Selectively dispose of non-core properties, redeploying the net proceeds into acquisition opportunities or to increase our financial flexibility.
Biggest changeObjectives Over the next twelve months, we expect to be focused predominantly on the following strategic objectives: ● Increase parking revenue by optimizing our mix of transient and contract parking at our parking facilities and improving Revenue per Available Stall ("RevPAS") of the overall portfolio; ● Collaborate with third-party operators to actively manage parking rates based on local insights and maintain a cost structure that aligns with operations; ● Execute on ancillary revenue opportunities; ● Identify opportunities for accretive external growth, including acquisition opportunities; and ● Selectively dispose of non-core properties, redeploying the net proceeds into accretive uses. 5 Table of Contents Optimize Parking Mix - We monitor the performance of our assets using multiple metrics to measure rates, volumes, and utilization.
Our key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce. Environmental, Social and Governance We consider environmental, social and governance, or ESG, issues to be important considerations that influence our business and investment returns over time.
Our key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce. Corporate Responsibility We consider environmental, social and governance, or ESG, issues to be important considerations that influence our business and investment returns over time.
We intend to obtain all permits and approvals necessary under current law to operate our investments. Human Capital We had 18 employees as of December 31, 2024. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully.
We intend to obtain all permits and approvals necessary under current law to operate our investments. Human Capital We had 18 employees as of December 31, 2025. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully.
In the event of future acquisitions of properties, we would expect the foregoing criteria to serve as guidelines; however, management and the board of directors of the Company (the "Board") may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
In the event of future acquisitions of properties, we would expect the foregoing criteria to serve as guidelines; however, management and the Board may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report or any other report or document we file with or furnishes to the SEC from time to time.
The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report or any other report or document we file with or furnish to the SEC from time to time.
Such targeted investments include, but are not limited to, parking facilities near one or more of the following key demand drivers: • Commerce; • Events and venues; • Government and institutions; • Hospitality; and • Multifamily central business districts We generally target parking facilities that are near multiple key demand drivers so as not to be solely reliant on a single source of demand.
Such targeted investments include, but are not limited to, parking facilities near one or more of the following key demand drivers: ● Commerce; ● Events and venues; ● Government and institutions; ● Hospitality; and ● Multifamily central business districts. 6 Table of Contents We generally target parking facilities that are near multiple key demand drivers so as not to be solely reliant on a single source of demand.
If we pay higher prices for investments, the returns will be lower and the value of assets may not increase or may decrease significantly below the amount paid for such assets. Our parking facilities face, and any parking facilities acquired or invested in, will face, intense competition, which may adversely affect parking and rental income.
If we pay higher prices for investments, the returns will be lower and the value of assets may not increase or may decrease significantly below the amount paid for such assets. 7 Table of Contents Our parking facilities face, and any parking facilities acquired or invested in, will face, intense competition, which may adversely affect parking and rental income.
Unless otherwise indicated, references in this Annual Report on Form 10-K to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp. III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.
Unless otherwise indicated, references in this Annual Report on Form 10-K to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp. III) and its consolidated subsidiaries following the closing of the Merger.
The SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly and current reports, proxy and information statements and other information we file electronically with the SEC from time to time. Access to these filings is free of charge and can be accessed on our website, www.mobileit.com.
Securities and Exchange Commission (“SEC”) from time to time. The SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly and current reports, proxy and information statements and other information we file electronically with the SEC from time to time. Access to these filings is free of charge and can be accessed on our website, www.mobileit.com.
Revenue from locations where LAZ Parking ("LAZ") acts as either a lease tenant or an operator agent represented 15.3% and 3.2% of our revenue, excluding commercial revenue, for the years ended December 31, 2024 and 2023, respectively.
Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 16.8% and 15.3% of our revenue, excluding commercial revenue, for the years ended December 31, 2025 and 2024, respectively.
Accretive External Growth - The Merger and listing on the NYSE American stock exchange provided us with access to capital through equity markets, and we additionally have the option to pursue acquisitions funded by equity.
Accretive External Growth - The Merger and listing on the Nasdaq provided us with access to capital through equity markets, and we additionally have the option to pursue acquisitions funded by equity.
(“Metropolis”) acts as either a lease tenant or an operator agent represented 55.7% and 61.3% of our revenue, excluding commercial revenue, for the years ended December 31, 2024 and 2023, respectively.
(“Metropolis”) acts as either a lease tenant or an operator agent represented 63.1% and 55.7% of our revenue, excluding commercial revenue, for the years ended December 31, 2025 and 2024, respectively.
These may include, but are not limited to: • A responsible use of energy, including renewable sources or LED-lighting; • Supporting the adoption of electrified vehicles; • Promoting the long-lived nature of our assets through weather protection and maintenance; • Responsible use of environmentally-friendly products to maintain the appearance of our assets; • Ensuring that the members of our Board and management team, including our asset management team, are made up of individuals with diverse backgrounds and experiences; and • Alignment of long-term performance-based compensation for our executives with our investors.
These may include, but are not limited to: ● A responsible use of energy, including renewable sources or LED-lighting; ● Supporting the adoption of electrified vehicles; ● Promoting the long-lived nature of our assets through weather protection and maintenance; ● Responsible use of environmentally-friendly products to maintain the appearance of our assets; and ● Alignment of long-term performance-based compensation for our executives with our investors.
See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators. ” 8 Table of Contents In addition, we had concentrations in Cincinnati (18.8% and 19.4%), Detroit (10.4% and 10.3%), and Chicago (9.2% and 9.1%) based on gross book value of real estate as of December 31, 2024 and 2023, respectively.
See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two operators. ” In addition, we had concentrations in Cincinnati (20.0% and 18.8%), Detroit (11.0% and 10.4%), and Chicago (9.8% and 9.2%) based on gross book value of real estate, including intangible assets and construction in progress, as of December 31, 2025 and 2024, respectively.
We believe that this will drive an increase in demand that will also provide opportunities to increase rates for Transient Parkers, which we believe will in turn will be a meaningful source of organic revenue growth.
We believe that this will drive an increase in demand that will also provide opportunities to increase rates for Transient Parkers, which we believe will in turn will be a meaningful source of organic revenue growth. Asset Management Collaboration - To date, 28 of our 36 assets converted to management contracts.
Competition We have significant competition with respect to the acquisition of real property. Competitors include REITs, owners and operators of parking facilities, private investment funds, hedge funds and other investors, many of which have significantly greater resources. In addition, the number of entities and the amount of funds competing for suitable investments may increase.
Competitors include real estate investment trusts (“REITs”), owners and operators of parking facilities, private investment funds, hedge funds and other investors, many of which have significantly greater resources. In addition, the number of entities and the amount of funds competing for suitable investments may increase.
We believe that by incorporating ESG attributes into our investment analysis, we have a more complete assessment of the risks associated with each investment. 9 Table of Contents We expect our asset management team to consider ESG factors such as climate change, natural resource sustainability, pollution and waste, human capital, product safety, social opportunity, corporate governance and ethics, along with a range of other potential factors, to assess the expected performance risk of our investments over time.
We expect our asset management team to consider ESG factors such as climate change, natural resource sustainability, pollution and waste, human capital, product safety, social opportunity, corporate governance and ethics, along with a range of other potential factors, to assess the expected performance risk of our investments over time.
References in this Annual Report to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger. References in this Annual Report on Form 10-K to “FWAC” refer to Fifth Wall Acquisition Corp. III.
References in this Annual Report to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger.
The Company is a member of the Operating Company and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.
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.
We have historically focused primarily on investing in income-producing parking lots and garages with air rights in top MSAs. In expanding our portfolio, we will seek investments that address multiple key demand drivers and demonstrate consistent consumer use which we believe will generate cash flows and provide greater predictability during periods of economic uncertainty.
In expanding our portfolio, we will seek investments that address multiple key demand drivers and demonstrate consistent consumer use which we believe will generate cash flows and provide greater predictability during periods of economic uncertainty.
Available Information We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for Smaller Reporting Companies, and, as a result, file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC from time to time.
The information found on, or that can be accessed from or that is hyperlinked to, our website, is not part of this Annual Report. 8 Table of Contents Available Information We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for Smaller Reporting Companies, and, as a result, file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the U.S.
We had concentrations of our outstanding accounts receivable balance with Metropolis of 31.9% and 60.1% as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.
We had concentrations of our outstanding accounts receivable balance with Metropolis of 40.2% and 31.9% as of December 31, 2025 and 2024, respectively. The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators. Competition We have significant competition with respect to the acquisition of real property.
Optimize Parking Mix - We monitor the performance of our assets using multiple metrics to measure rates, volumes, and utilization. Our metrics provide data based on two categories of parkers: Transient and Contract. Transient Parkers include customers who arrive at our parking facilities and have the right to park in any open spot not otherwise marked as reserved.
Our metrics provide data based on two categories of parkers: Transient and Contract. Transient Parkers include customers who arrive at our parking facilities and have the right to park in any open spot not otherwise marked as reserved. Contract Parkers include customers who pay, generally in advance, to have the right to access the facility for a set period.
As such, we have a pipeline of acquisitions that is both bespoke and actionable that we believe are largely unavailable to our competitors.
As such, we have a pipeline of acquisitions that is both bespoke and actionable that we believe are largely unavailable to our competitors. We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenants, to create a meaningful pipeline and scale.
We are utilizing a combination of local operator insights and an internal sales team to identify opportunities to increase our monthly parking contracts and utilization.
We believe each location has an optimal mix of these two types of parkers that will help maximize revenue at our assets. We are utilizing a combination of local operator insights and an internal sales team to identify opportunities to increase our monthly parking contracts and utilization.
Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses. Advances in transportation and other technology provide additional demand for our ideally-located assets. We believe continued growth in EV charging needs, solar energy, rideshare staging, fleet management, 5G and other wireless technologies, and storage are all potential sources of demand.
Our intent is to convert the remaining assets to asset management contracts by the end of 2027. Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses. Advances in transportation and other technology provide additional demand for our ideally-located assets.
As contemplated by the Merger Agreement, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
FWAC domesticated by means of corporate conversion to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
ITEM 1. BUSINESS General We are a Maryland corporation focused 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 top 50 U.S.
ITEM 1. BUSINESS General Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) 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 intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenants, to create a meaningful pipeline and scale. 7 Table of Contents Our investment strategy has historically focused primarily on acquiring, owning and optimizing parking facilities, including parking lots, parking garages and other parking structures throughout the United States.
Our investment strategy has historically focused primarily on acquiring, owning and optimizing parking facilities, including parking lots, parking garages and other parking structures throughout the United States. We have historically focused primarily on investing in income-producing parking lots and garages with air rights in top MSAs.
This change is 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. We believe asset management contracts provide the opportunity for net operating income ("NOI") growth and stability through expense management and enhanced data sharing on the pricing strategies at each location.
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.
Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2024 , we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.
We target both parking garage and surface lot properties primarily in the top 50 U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.
We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities. Merger with Fifth Wall Acquisition Corp.
As of December 31, 2025, we own 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
Removed
III On August 25, 2023 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, as amended (the “Merger Agreement”), by and among FWAC, Queen Merger Corp.
Added
The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company.
Removed
I, a Maryland corporation and wholly-owned subsidiary of FWAC (“Merger Sub”), and Legacy MIC (as defined below), whereby (i) Merger Sub merged with and into Legacy MIC (the “First Merger”) with Legacy MIC continuing as the surviving entity and (ii) immediately following the consummation of the First Merger, Legacy MIC merged with and into FWAC (collectively with the First Merger, the “Merger”), with FWAC continuing as the surviving entity.
Added
Currently, the two 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 90.3% of the Common Units of the Operating Company.
Removed
In connection with the Merger, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), converted from a Maryland limited partnership to a Delaware limited liability company, Mobile Infra Operating Company, LLC (following the conversion, the “Operating Company”).
Added
The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors. In August 2023, Legacy MIC (as defined below) merged with and into Fifth Wall Acquisition Corp. III (“FWAC”), with FWAC continuing as the surviving entity (the “Merger”).
Removed
Contract Parkers include customers who pay, generally in advance, to have the right to access the facility for a set period. We believe each location has an optimal mix of these two types of parkers that will help maximize revenue at our assets.
Added
We believe asset management contracts provide the opportunity for net operating income (“NOI”) 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.
Removed
Asset Management Collaboration - In 2024, 29 of our 40 assets converted to management contracts in which revenues and expenses are fully the responsibility of and recognized by us and our operators are paid a fee for management services.
Added
We believe continued growth in EV charging needs, solar energy, rideshare staging, autonomous vehicles, fleet management, 5G and other wireless technologies, and storage are all potential sources of demand.
Removed
The combination of additional data and our active asset management collaboration with our operators provides insights and allows us to create actionable asset management outcomes such as pricing optimization strategies. Our intent is to convert our remaining assets to asset management contracts by the end of 2027.
Added
We believe that by incorporating ESG attributes into our investment analysis, we have a more complete assessment of the risks associated with each investment.
Removed
The information found on, or that can be accessed from or that is hyperlinked to, our website, is not part of this Annual Report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

104 edited+28 added−46 removed161 unchanged
Biggest changeIf we rely on these exemptions, our stockholders will not have the same protection afforded to stockholders of companies that are subjected to such requirements. • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline. • If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline. • Our stockholders' interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment; our stockholders' interests also will be diluted by exercises and conversions of Common Units and Preferred Stock. 11 Table of Contents Risks Related to Our Organizational Structure and Our Constituent Documents and Policies • We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
Biggest changeIf we rely on these exemptions, our stockholders will not have the same protection afforded to stockholders of companies that are subjected to such requirements. ● If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline. ● If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline. ● Our stockholders' interest in us could be diluted if we issue additional shares of Common Stock or Common Units, which could reduce the overall value of their investment; our stockholders' interests also will be diluted by exercises and conversions of Common Units and Preferred Stock.
Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. The foregoing responsibilities and relationships could create competition for the time and efforts of Mr. Chavez, Ms. Hogue and Mr.
Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. The foregoing responsibilities and relationships could create competition for the time and efforts of Ms. Hogue, Mr. Chavez and Mr.
Additionally, certain provisions contained in the Charter and the bylaws of the Company (the “Bylaws”) may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to our investors, including, for example, provisions relating to: • the exclusive power of the Board to fill vacancies on the Board; • limitations on the ability of, and various requirements that must be satisfied in order for, our stockholders to propose nominees for election to the Board and propose other business to be considered at a meeting of our stockholders; • the exclusive power of the Board to amend the Bylaws; • the power of the Board to adopt certain amendments to the Charter without stockholder approval, including the authority to increase or decrease the number of authorized shares of stock, to create new classes or series of stock (including a class or series of stock that could delay or prevent a transaction or a change in control of us that might involve a premium for Common Stock or otherwise be in the best interests of our stockholders) and to classify or reclassify any unissued shares of stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Common Stock or any new class or series of shares created by the Board; • the requirement that amendments to the Charter by our stockholders may be made only if declared advisable by the Board; 29 Table of Contents • the business combination provisions of the Maryland General Corporation Law (the “MGCL”) that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding Common Stock or an affiliate or associate of us who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding Common Stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being received by common stockholders satisfies certain conditions.
Additionally, certain provisions contained in the Charter and the bylaws of the Company (the “Bylaws”) may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to our investors, including, for example, provisions relating to: ● the exclusive power of the Board to fill vacancies on the Board; ● limitations on the ability of, and various requirements that must be satisfied in order for, our stockholders to propose nominees for election to the Board and propose other business to be considered at a meeting of our stockholders; ● the exclusive power of the Board to amend the Bylaws; ● the power of the Board to adopt certain amendments to the Charter without stockholder approval, including the authority to increase or decrease the number of authorized shares of stock, to create new classes or series of stock (including a class or series of stock that could delay or prevent a transaction or a change in control of us that might involve a premium for Common Stock or otherwise be in the best interests of our stockholders) and to classify or reclassify any unissued shares of stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Common Stock or any new class or series of shares created by the Board; ● the requirement that amendments to the Charter by our stockholders may be made only if declared advisable by the Board; 27 Table of Contents ● the business combination provisions of the Maryland General Corporation Law (the “MGCL”) that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding Common Stock or an affiliate or associate of us who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding Common Stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being received by common stockholders satisfies certain conditions.
Under current Maryland law, our directors and officers will not have any liability to us and our stockholders for money damages other than liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. 30 Table of Contents In addition, the Charter obligates us to indemnify our present and former directors and officers for actions taken by them in those and other capacities and to pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and effective upon completion of the Merger, we entered into indemnification agreements with our directors and executive officers.
Under current Maryland law, our directors and officers will not have any liability to us and our stockholders for money damages other than liability resulting from: ● actual receipt of an improper benefit or profit in money, property or services; or ● active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. 28 Table of Contents In addition, the Charter obligates us to indemnify our present and former directors and officers for actions taken by them in those and other capacities and to pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and effective upon completion of the Merger, we entered into indemnification agreements with our directors and executive officers.
As a result, our ability to make distributions to investors may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make. The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.
As a result, our ability to make distributions to investors may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make. The operations of a large number of our properties in our portfolio are currently concentrated with two operators.
For example: • notwithstanding pre-acquisition due diligence, we could acquire a parking facility that contains undisclosed defects; • the market in which an acquired parking facility is located may experience unexpected changes that adversely affect the parking facility's value; • changes in market conditions in the surrounding area could cause the occupancy and utilization of parking facilities that we acquire may decline during our ownership; • operating costs for our acquired parking facilities may be higher than anticipated, which may result in tenants that pay or reimburse us for those costs terminating their leases or our acquired parking facilities not yielding expected returns; • we may acquire parking facilities subject to unknown liabilities and without any recourse, or with limited recourse, such as liability for the cleanup of undisclosed environmental contamination or for claims by tenants, consumers or other persons related to actions taken by former owners of the parking facilities; and • acquired parking facilities might require significant attentions from management that would otherwise be devoted to our other business activities.
For example: ● notwithstanding pre-acquisition due diligence, we could acquire a parking facility that contains undisclosed defects; ● the market in which an acquired parking facility is located may experience unexpected changes that adversely affect the parking facility's value; 13 Table of Contents ● changes in market conditions in the surrounding area could cause the occupancy and utilization of parking facilities that we acquire may decline during our ownership; ● operating costs for our acquired parking facilities may be higher than anticipated, which may result in tenants that pay or reimburse us for those costs terminating their leases or our acquired parking facilities not yielding expected returns; ● we may acquire parking facilities subject to unknown liabilities and without any recourse, or with limited recourse, such as liability for the cleanup of undisclosed environmental contamination or for claims by tenants, consumers or other persons related to actions taken by former owners of the parking facilities; and ● acquired parking facilities might require significant attentions from management that would otherwise be devoted to our other business activities.
Such events have adversely impacted and may continue to adversely impact our tenants’ operations, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact or eliminate the rental revenue we generate from our leases with them.
Such events have adversely impacted and may continue to adversely impact our tenants’ operations, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact the rental revenue we generate from our leases with them.
Thus, our stockholders will bear the risk of our future offerings reducing the market price of the Common Stock and diluting their stock holdings in us. 28 Table of Contents Risks Related to Our Organizational Structure and Our Constituent Documents and Policies We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
Thus, our stockholders will bear the risk of our future offerings reducing the market price of the Common Stock and diluting their stock holdings in us. 26 Table of Contents Risks Related to Our Organizational Structure and Our Constituent Documents and Policies We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. 18 Table of Contents Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property.
Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. 16 Table of Contents Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property.
The Operating Company is not permitted to indemnify or advance funds to any person (a) with respect to any action initiated by the person seeking indemnification without the board’s approval (except for any proceeding brought to enforce such person’s right to indemnification under the Operating Agreement) or (b) if the person is found to be liable to the Operating Company on any portion of any claim in the action. 31 Table of Contents In addition, the Operating Agreement provides for the issuance of membership units designated as LTIP Units and Performance Units.
The Operating Company is not permitted to indemnify or advance funds to any person (a) with respect to any action initiated by the person seeking indemnification without the board’s approval (except for any proceeding brought to enforce such person’s right to indemnification under the Operating Agreement) or (b) if the person is found to be liable to the Operating Company on any portion of any claim in the action. 29 Table of Contents In addition, the Operating Agreement provides for the issuance of membership units designated as LTIP Units and Performance Units.
Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets. 16 Table of Contents Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.
Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets. 15 Table of Contents Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.
Many of our parking facilities are located in urban centers, near government buildings, courthouses, entertainment centers, and hotels, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses.
In addition, many of our parking facilities are located in concentrated urban centers, near government buildings, courthouses, entertainment centers, and hotels, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses.
The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business. • A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business. 10 Table of Contents • The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that may impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business. • Mr.
The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business. ● A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business. ● The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that may impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business. ● Mr.
Under the applicable rules of the NYSE American, a company is a “controlled company” if more than 50% of the voting power for the election of directors is held by an individual, group or another company, and such company may elect not to comply with certain corporate governance requirements, including the requirements that the company have: (i) a majority of its board of directors comprised of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for selection to our Board, by the nominating committee.
Under the applicable rules of Nasdaq, a company is a “controlled company” if more than 50% of the voting power for the election of directors is held by an individual, group or another company, and such company may elect not to comply with certain corporate governance requirements, including the requirements that the company have: (i) a majority of its board of directors comprised of independent directors; (ii) a compensation committee comprised solely of independent directors; and (iii) director nominees selected, or recommended for selection to our Board, by the nominating committee.
Weather conditions, such as hurricanes, snow, flooding or severe weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking. 14 Table of Contents We may be unable to grow our business by acquisitions of additional parking facilities. Our investment strategy involves the acquisition of additional parking facilities.
Weather conditions, such as hurricanes, snow, flooding or severe weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking. We may be unable to grow our business by acquisitions of additional parking facilities. Our investment strategy involves the acquisition of additional parking facilities.
Increased demand for ride sharing services, such as Uber and Lyft, and car sharing services, like Zipcar, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas.
Increased demand for ride sharing services, such as Uber and Lyft, and car sharing services, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas.
We may also issue additional shares of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances. We may be unable to maintain the continued listing requirements of the NYSE American.
We may also issue additional shares of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances. We may be unable to maintain the continued listing requirements of Nasdaq.
Though we currently do not intend to take advantage of any “controlled company” exemptions, if we were to elect to be exempt from some or all of the aforementioned corporate governance requirements, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE American corporate governance requirements.
Though we currently do not intend to take advantage of any “controlled company” exemptions, if we were to elect to be exempt from some or all of the aforementioned corporate governance requirements, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq corporate governance requirements.
Even if we issue public guidance, there can be no assurance that we will continue to do so in the future. 26 Table of Contents If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
Even if we issue public guidance, there can be no assurance that we will continue to do so in the future. If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
These provisions include, but are not limited to: (a) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (b) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (c) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (d) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
These provisions include, but are not limited to: (a) an exemption from compliance with the auditor attestation requirement in the assessment of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (b) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (c) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements, and proxy statements, and (d) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Mr. Chavez, Ms. Hogue and Mr. Osher, together beneficially own a significant percentage of our Common Stock. Mr. Chavez and Ms. Hogue will continue in their ownership and management roles with Bombe and Bombe-Pref. Mr. Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.
Osher, a member of our Board, together beneficially own a significant percentage of our Common Stock. Ms. Hogue and Mr. Chavez will continue in their ownership and management roles with Bombe. Mr. Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.
Our Common Stock only recently began trading on the NYSE American, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained. The market price and liquidity of our Common Stock may be adversely affected by the absence of an active trading market.
Our Common Stock only recently began trading on Nasdaq, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained. The market price and liquidity of our Common Stock may be adversely affected by the absence of an active trading market.
Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the war in Ukraine and the Israel-Hamas war.
Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the war in Ukraine.
Market volatility and low trading volume in our Common Stock, as well as general economic, market or political conditions, and the current adverse macroeconomic conditions including inflation, fluctuations in fuel prices, rising interest rates, and reduced consumer confidence, could reduce the market price of shares of our Common Stock regardless of our operating performance.
Market volatility, as well as general economic, market or political conditions, and the current adverse macroeconomic conditions including inflation, fluctuations in fuel prices, rising interest rates, and reduced consumer confidence, could reduce the market price of shares of our Common Stock regardless of its operating performance. 22 Table of Contents Market volatility and low trading volume in our Common Stock, as well as general economic, market or political conditions, and the current adverse macroeconomic conditions including inflation, fluctuations in fuel prices, rising interest rates, and reduced consumer confidence, could reduce the market price of shares of our Common Stock regardless of our operating performance.
Mr. Osher currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. As of December 31, 2024, Mr.
Mr. Osher, a member of our Board, currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. As of December 31, 2025, Mr.
If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our lessees may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce rents paid to us.
If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our locations may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce revenues paid to us.
We continue to evaluate how emerging technologies like artificial intelligence, or AI, machine learning, generative AI and large language models may impact our business. These new and emerging technology are in the early stages of commercial use and present a number of inherent risks.
We continue to evaluate how emerging technologies like AI, machine learning, generative AI and large language models may impact our business. These new and emerging technologies are in the early stages of commercial use and present a number of inherent risks.
Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE American, the SEC, or other regulatory authorities.
Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities.
The Board has the authority to designate and issue shares of preferred stock with liquidation, dividend and other rights that are senior to those of Common Stock.
Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock. The Board has the authority to designate and issue shares of preferred stock with liquidation, dividend and other rights that are senior to those of Common Stock.
If we fail to meet the continued listing requirements and the NYSE American delists our securities and we are not able to list our securities on another national securities exchange, our securities could be quoted on an over-the-counter market.
If we fail to meet Nasdaq’s continued listing requirements and Nasdaq delists our securities and we are not able to list our securities on another national securities exchange, our securities could be quoted on an over-the-counter market.
Risks Related to Financial, Tax and Accounting Issues • We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan. • If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence. • We may face litigation and other risks as the result of the previously identified material weakness in our internal control over financial reporting.
Risks Related to Financial, Tax and Accounting Issues ● We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan. ● If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence. ● We may face litigation and other risks as the result of the previously identified material weakness in our internal control over financial reporting. 9 Table of Contents Risks Related to Our Indebtedness and Certain Other Obligations ● We utilize significant debt, and we may incur additional debt.
Risks Related to Ownership of Our Securities • The market price and trading volume of the shares of our Common Stock may fluctuate significantly. • Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of our Common Stock. • We are a "controlled company" within the meaning of the applicable rules of the NYSE American and, as a result, may qualify for exemptions from certain corporate governance requirements.
Risks Related to Ownership of Our Securities ● The market price and trading volume of the shares of our Common Stock may fluctuate significantly. ● Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of our Common Stock. ● We are a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements.
Although remediated, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting discussed above and in Item 9A. of this Annual Report and the preparation of our financial statements.
Although remediated, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting discussed above and in Item 9A. of the 2024 Annual Report and the preparation of our financial statements for the fiscal year ended December 31, 2024.
Summary Risk Factors Risks Related to Our Business • We have a limited operating history which makes our future performance difficult to predict. • We have a history of losses, and we may not be able to achieve or sustain profitability in the future. • We depend on our management team.
Summary Risk Factors Risks Related to Our Business ● We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future. ● We depend on our management team.
As of December 31, 2024, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $95,802,866 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years.
As of December 31, 2025, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $97,830,729 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years.
A stockholder’s interest in us may be diluted if we: (a) sell additional shares of stock in the future, (b) sell securities that are convertible into Common Stock, (c) issue Common Stock in a private offering of securities to institutional investors, or (d) issue Common Stock to sellers of properties acquired by us in connection with an exchange for Common Units, which are convertible into Common Stock.
All such shares may be issued in the discretion of the Board. 24 Table of Contents A stockholder’s interest in us may be diluted if we: (a) sell additional shares of stock in the future, (b) sell securities that are convertible into Common Stock, (c) issue Common Stock in a private offering of securities to institutional investors, or (d) issue Common Stock to sellers of properties acquired by us in connection with an exchange for Common Units, which are convertible into Common Stock.
We incurred net losses attributable to our common stockholders of $7.5 mi llion and $32.5 million for the fiscal years ended December 31, 2024 and 2023, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.
We incurred net losses attributable to our common stockholders of $22.4 million and $7.5 million for the fiscal years ended December 31, 2025 and 2024, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.
In addition, if adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.
In addition, if adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced.
Our parking facilities face intense competition, which may adversely affect rental and fee income. We believe that competition in parking facility operations is intense. In addition, any parking facilities we acquire may compete with building owners that provide on-site paid parking. Certain of our competitors have more experience than we do in owning and operating parking facilities.
We believe that competition in parking facility operations is intense. In addition, any parking facilities we acquire may compete with building owners that provide on-site paid parking. Certain of our competitors have more experience than we do in owning and operating parking facilities.
We may be required to write-down or write-off additional assets, restructure our operations, or incur additional impairment or other charges that could result in us reporting losses.
We may be required to take write-downs or write-offs, restructuring and impairment or other charges. We may be required to write-down or write-off additional assets, restructure our operations, or incur additional impairment or other charges that could result in us reporting losses.
As a result, our executive officers and certain of our directors owe duties to each of these entities, their members, limited partners and investors, which duties may from time-to-time conflict with the duties that they owe to us.
As a result, certain members of our management team and our Board owe duties to each of these entities, their members, limited partners and investors, which duties may from time-to-time conflict with the duties that they owe to us.
Future technological innovations, such as driverless vehicles, also may decrease the need for parking spaces. It is also possible that cities could enact new or additional measures such as higher tolls, increased taxes or vehicle occupancy requirements in certain circumstances to encourage car-pooling and the use of mass transit, all of which could adversely impact the demand for parking.
It is also possible that cities could enact new or additional measures such as higher tolls, increased taxes or vehicle occupancy requirements in certain circumstances to encourage car-pooling and the use of mass transit, all of which could adversely impact the demand for parking.
In addition, the Board may classify or reclassify any unissued shares of stock into other classes or series of stock without the necessity of obtaining stockholder approval. All such shares may be issued in the discretion of the Board.
In addition, the Board may classify or reclassify any unissued shares of stock into other classes or series of stock without the necessity of obtaining stockholder approval.
The value of real estate may be adversely affected by a number of risks, including: • epidemics, pandemics or other outbreaks of all illness, disease or virus (such as the COVID-19 pandemic); • natural disasters such as hurricanes, snow, earthquakes, flood or severe weather storms; • civil unrest, crime, or the perception of crime; • acts of war or terrorism, including the consequences of terrorist attacks; • adverse changes in national, regional and local economic and real estate conditions; • an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants; 17 Table of Contents • changes in governance laws and regulations, fiscal policies and zoning ordnances and related costs of compliance therewith and the potential for liability under applicable laws; • costs associated with the need to periodically repair or replace operators at our properties; • costs associated with real property taxes and changes in tax rates; • costs of remediation and liabilities associated with environmental conditions affecting properties; • costs associated with complying with the Americans with Disabilities Act of 1990, as amended, or the Americans with Disabilities Act; • over-concentrations in certain geographic areas; • sports strikes, particularly those that persist for an extended period of time, or a significant decrease in the number of games played, or the occurrence of a significant number of games with limited or no fans attending; • the worsening of economic or real estate conditions in the geographic area in which our investments may be concentrated; and • the potential for uninsured or underinsured property losses.
Market values of the assets in our portfolio may decline for a number of reasons, such as changes in prevailing market rates, increases in tenant defaults, decreases in parking facility occupancy or utilization and decreases in market rents and other factors typically associated with owning real estate, including: ● epidemics, pandemics or other outbreaks of all illness, disease or virus (such as the COVID-19 pandemic); ● natural disasters such as hurricanes, snow, earthquakes, flood or severe weather storms; ● civil unrest, crime, or the perception of crime; ● acts of war or terrorism, including the consequences of terrorist attacks; ● adverse changes in national, regional and local economic and real estate conditions; ● an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants; ● changes in government laws and regulations, fiscal policies and zoning ordinances and related costs of compliance therewith and the potential for liability under applicable laws; ● costs associated with the need to periodically repair properties or replace operators at our properties; ● costs associated with real property taxes and changes in tax rates; ● costs of remediation and liabilities associated with environmental conditions affecting properties; ● costs associated with complying with the Americans with Disabilities Act of 1990, as amended, or the Americans with Disabilities Act; ● over-concentrations in certain geographic areas; ● sports strikes, particularly those that persist for an extended period of time, or a significant decrease in the number of games played, or the occurrence of a significant number of games with limited or no fans attending; ● the worsening of economic or real estate conditions in the geographic area in which our investments may be concentrated; and ● the potential for uninsured or underinsured property losses.
Any or all of the foregoing could materially and adversely affect our business. 12 Table of Contents Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging.
Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging.
If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us or could result in the foreclosure of such properties.
We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us or could result in the foreclosure of such properties.
As of December 31, 2024, Jeffrey B. Osher, a member of the Board, controls more than 50% of the voting power of our outstanding Common Stock, and as a result, we are a “controlled company” within the meaning of applicable rules of the NYSE American.
As of December 31, 2025, Mr. Osher, a member of the Board, controls more than 50% of the voting power of our outstanding Common Stock, and as a result, we are a “controlled company” within the meaning of applicable rules of Nasdaq.
The market price of our Common Stock may be highly volatile and could be subject to wide fluctuations. For example, as of August 28, 2023, the first trading date of our Common Stock on the NYSE American, the closing price of our Common Stock was $10.37.
The market price of our Common Stock may be highly volatile and could be subject to wide fluctuations. For example, as of August 28, 2023, the date our Common Stock became publicly traded, the closing price of our Common Stock was $10.37.
All of our transactions or relationships that involve a conflict of interest will be approved by the audit committee of the Board and the members of the Board who are disinterested in the particular transaction and, if there are no disinterested directors, by both the affirmative vote of a majority of the Board and the affirmative vote of a majority of our independent directors.
Osher and may give rise to conflicts of interest, or the appearance of such conflicts of interest. 12 Table of Contents All of our transactions or relationships that involve a conflict of interest will be approved by the audit committee of the Board and the members of the Board who are disinterested in the particular transaction and, if there are no disinterested directors, by both the affirmative vote of a majority of the Board and the affirmative vote of a majority of our independent directors.
In addition, the existence of Preferred Stock may encourage short selling by market participants because the existence of redemption payments could depress the value or market price of the Common Stock. 27 Table of Contents The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: • existing stockholders’ proportionate ownership interest in us will decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each share of previously outstanding common stock may be diminished; and • the market price of our Common Stock could decline.
The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: ● existing stockholders’ proportionate ownership interest in us will decrease; ● the amount of cash available per share, including for payment of dividends in the future, may decrease; ● the relative voting strength of each share of previously outstanding common stock may be diminished; and ● the market price of our Common Stock could decline.
In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” (as defined under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs and certain other tax attributes to offset post-change taxable income or taxes.
Further, a lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. 19 Table of Contents In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” (as defined under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs and certain other tax attributes to offset post-change taxable income or taxes.
If the market value of those assets declines, the lender may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our earnings.
If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our earnings.
Moreover, changing lifestyles and technological innovations also may decrease the need for parking spaces, thereby decreasing the demand for parking facilities. The need for parking spaces, for example, may decrease as the public increases its use of delivery service companies and ridesharing companies or elects to take public transit for their transportation needs.
The need for parking spaces, for example, may decrease as the public increases its use of delivery service companies and ridesharing companies or elects to take public transit for their transportation needs. Future technological innovations, such as driverless vehicles, also may decrease the need for parking spaces.
Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-11, filed with the SEC on September 25, 2023, as post-effectively amended by Post Effective Amendment No.1 to Form S-11, filed with the SEC on April 12, 2024, could adversely affect the prevailing market price of our Common Stock.
Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-3, filed with the SEC on April 4, 2025, could adversely affect the prevailing market price of our Common Stock.
In addition, the loss or renewal on less favorable terms of a substantial number of operating agreements, or a breach, default or other failure to perform by an operator, or material reduction in the income associated with our facilities (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.
Moreover, the loss or renewal on less favorable terms of a substantial number of operating agreements, or a breach, default or other failure to perform by an operator, or material reduction in the income associated with our facilities (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations. 14 Table of Contents Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings.
In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for Common Units, which may result in stockholder dilution.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets. In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for Common Units, which may result in stockholder dilution.
Climate change may have a long-term impact on our business. There are inherent climate-related risks wherever our business is conducted. Changes in market dynamics, investor expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure in the United States, all have the potential to disrupt our business and operations.
Changes in market dynamics, investor expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure in the United States, all have the potential to disrupt our business and operations.
In addition, as of February 28, 2025, there are currently outstanding: (i) warrants to purchase up to 2,553,192 shares of Common Stock; (ii) 4,570,504 Common Units held by third parties; (iii) 2,250,000 of the class of membership interest of the Operating Company designated as “Performance Units” (the “Performance Units”); (iv) 1,613,158 of the class of membership interest of the Operating Company designated as “LTIP Units” (the “LTIP Units”); (v) 17,273 shares of Series 1 Preferred Stock; (vi) 1,889 shares of Series A Preferred Stock; and (vii) no shares of Series 2 Preferred Stock.
In addition, as of February 27, 2026, there are currently outstanding: (i) warrants to purchase up to 2,553,192 shares of Common Stock; (ii) 4,289,227 Common Units held by third parties; (iii) 2,800,000 of the class of membership interest of the Operating Company designated as “Performance Units” (the “Performance Units”); (iv) 1,791,096 of the class of membership interest of the Operating Company designated as “LTIP Units” (the “LTIP Units”); (v) 13,283 shares of Series 1 Preferred Stock; (vi) 1,296 shares of Series A Preferred Stock; and (vii) no shares of Series 2 Preferred Stock.
The CMBS Loan is secured by a first priority (i) mortgage, (ii) assignment of leases and rents and (iii) security interest in all personal property, including accounts, escrows, and reserves, granted by each of the seven Loan Borrowers. If we default on the CMBS Loan, we could lose the seven properties owned by the Loan Borrowers through foreclosure.
In December 2024, we, through seven of our subsidiaries entered into the CMBS Loan. The CMBS Loan is secured by a first priority (i) mortgage, (ii) assignment of leases and rents and (iii) security interest in all personal property, including accounts, escrows, and reserves, granted by each of the seven Loan Borrowers.
If some investors find Common Stock less attractive as a result, there may be a less active trading market for Common Stock, and the market price of Common Stock may be more volatile.
If some investors find Common Stock less attractive as a result, there may be a less active trading market for Common Stock, and the market price of Common Stock may be more volatile. Risks Related to Ownership of Our Securities The market price and trading volume of the shares of our Common Stock may fluctuate significantly.
Since then, the closing price of our Common Stock reached a low of $2.48 on August 5, 2024, and on February 28, 2025, the closing price of our Common Stock was $3.66. Capital markets have been volatile in the recent past.
Since then, the closing price of our Common Stock reached a low of $2.54 on December 4, 2025, and on February 27, 2026, the closing price of our Common Stock was $3.04. Capital markets have been volatile in the recent past.
Osher currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. • Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors. • Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
Osher, a member of our Board, face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors. ● Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our investment strategy with respect to the acquisition of additional parking facilities may not succeed or may cause us to experience losses. We may not acquire the properties that we evaluate in our pipeline.
For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our investment strategy with respect to the acquisition of additional parking facilities may not succeed or may cause us to experience losses. Our parking facilities face intense competition, which may adversely affect rental and fee income.
There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.
While management has approved a plan to sell real estate assets to satisfy the debt maturity, there is a risk that we may not be able to sell assets or refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.
Certain measures that could increase the security of our systems take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack. The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.
Certain measures that could increase the security of our systems take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack.
Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against that company.
Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against that company. Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.
The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that could impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business.
The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations. 11 Table of Contents The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that could impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business.
Future access to sources of financing will depend upon a number of factors, over which we may have little or no control, including: • general market conditions; • a financing source's view of the quality of our assets; • a financing source's perceptions of our financial condition and growth potential; and • our current and potential future earnings and cash distribution.
Future access to sources of financing will depend upon a number of factors, over which we may have little or no control, including: ● general market conditions; ● a financing source's view of the quality of our assets; ● a financing source's perceptions of our financial condition and growth potential; and ● our current and potential future earnings and cash distribution. 18 Table of Contents Additionally, if mortgage debt is unavailable on reasonable terms as a result of increased interest rates or other factors, we may not be able to finance the acquisition of properties.
Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition. 20 Table of Contents We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan.
We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan. We may not be able to obtain financing on acceptable terms or at all.
The Operating Company serves as a non-recourse guarantor with respect to the CMBS Loan. 23 Table of Contents As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets.
As a result, we could lose the properties securing the CMBS Loan, the Notes, or any other secured indebtedness we may incur. As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets.
This concentration of voting power might also have the effect of delaying or preventing a change of control that our stockholders may view as beneficial. Additionally, Mr.
Osher has substantial influence over us and could exercise influence in a manner that is not in the best interests of our other stockholders. This concentration of voting power might also have the effect of delaying or preventing a change of control that our stockholders may view as beneficial. Additionally, Mr.
As disclosed in Item 9A. of this Annual Report, management, including our Chief Executive Officer and Chief Financial Officer, has concluded such material weaknesses have been remediated as of December 31, 2024.
As disclosed in Item 9A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), management, including our then Chief Executive Officer and our Chief Financial Officer, concluded such material weaknesses had been remediated as of December 31, 2024.
Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to investors or lower our working capital reserves or our overall value.
Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to investors or lower our working capital reserves or our overall value. 21 Table of Contents Risks Related to Legal and Regulatory Matters Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.
Audits of taxes payable prior to the consummation of the Merger by FWAC or Legacy MIC or of taxes payable following the consummation of the Merger by us potentially could result in significant liabilities payable by us.
Audits of taxes payable prior to the consummation of the Merger by FWAC or Legacy MIC or of taxes payable following the consummation of the Merger by us potentially could result in significant liabilities payable by us. Consequently, outcomes from these audits could have an adverse effect on our financial condition and results of operations.
We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties.
We have obtained, and intend to continue to obtain, loans that are secured by mortgages or deeds of trust on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties, including the CMBS Loan and the Notes issued in connection with the Asset-Backed Securitization.
We have a history of losses and we may not be able to achieve or sustain profitability in the future.
Risks Related to Our Business We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future. Our limited operating history makes it difficult to evaluate our business and predict our future results of operations.
Risks Related to Legal and Regulatory Matters • Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.
Risks Related to Legal and Regulatory Matters ● Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business. ● We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.
If principal payments due at maturity cannot be refinanced or extended, we may be forced to repay our maturating debt with proceeds from other sources, such as selling properties that we own or placing mortgages on property that we own. 19 Table of Contents Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.
Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.
To best offset the costs of being a public reporting company, we will need to increase our portfolio’s scale in size and number of assets. Our ability to scale will be determined by our ability to find high-quality assets to purchase and access capital to acquire those assets, as well as integrate those assets successfully into our portfolio.
Our ability to scale will be determined by our ability to find high-quality assets to purchase and access capital to acquire those assets, as well as integrate those assets successfully into our portfolio.
We have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
We have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe conduct security assessments of certain third-party providers before engagement and have established monitoring procedures in our effort to mitigate risks related to data breaches or other security incidents originating from third parties. 32 Table of Contents Table of Contents Governance Board of Directors The Audit Committee of our Board (the “Audit Committee”) oversees, among other things, the controls designed to assess, identify, and manage material risks from cybersecurity threats.
Biggest changeWe conduct security assessments of certain third-party providers before engagement and have established monitoring procedures in our effort to mitigate risks related to data breaches or other security incidents originating from third parties. Governance Board of Directors Our Board holds oversight responsibility over our strategy and risk management, including material risks related to cybersecurity threats.
The Audit Committee is informed of material risks from cybersecurity threats pursuant to the escalation criteria as set forth in our disclosure controls and procedures.
The Audit Committee of our Board (the “Audit Committee”) oversees, among other things, the controls designed to assess, identify, and manage material risks from cybersecurity threats. The Audit Committee is informed of material risks from cybersecurity threats pursuant to the escalation criteria as set forth in our disclosure controls and procedures.
Our Chief Financial Officer and our Head of Information Technology provide updates as frequently as appropriate to the Audit Committee. As of the date of this Annual Report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
As of the date of this Annual Report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. 30 Table of Contents
Added
Our Chief Financial Officer and our Head of Information Technology provide updates as frequently as appropriate to the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities. 33 Table of Contents The following table sets forth the property name, location and other information with respect to the parking facilities we owned as of December 31, 2024: Property Name Location Property Type Number of Spaces Property Size (Square Feet) Bricktown Garage Oklahoma City, OK Garage 555 206,598 Lafayette Square Garage Bridgeport, CT Garage 878 232,964 River East Garage Chicago, IL Garage 1,154 473,522 Mabley Place Garage Cincinnati, OH Garage 772 353,700 1W7 Garage Cincinnati, OH Garage 765 314,749 222W7 Garage Cincinnati, OH Garage 1,625 531,000 Union & Archer Lot Cleveland, OH Surface Lot 260 94,252 Crown Colony Lot Cleveland, OH Surface Lot 82 23,460 IMG Garage Cleveland, OH Garage 471 294,361 1935 Sherman Lot Denver, CO Surface Lot 72 18,750 Residence Inn Garage Denver, CO Garage 450 177,650 Denver School Lot Denver, CO Surface Lot 28 6,250 RenCen Garage Detroit, MI Garage 1,273 382,470 Taylor St Garage Fort Worth, TX Garage 1,013 372,171 Marks Garage Honolulu, HI Garage 308 150,810 Saks Garage Houston, TX Garage 265 90,750 Preston Lot Houston, TX Surface Lot 46 10,000 San Jacinto Houston, TX Surface Lot 85 28,326 Houston Preferred (1) Houston, TX Garage/Lot 528 140,115 City Park Garage Indianapolis, IN Garage 354 20,473 Meridian Lot Indianapolis, IN Surface Lot 36 10,454 Heyburn Lot Louisville, KY Surface Lot 165 54,450 Raider Park Garage Lubbock, TX Garage 1,508 563,584 Poplar Lot Memphis, TN Surface Lot 125 37,563 Chase Garage Miami, FL Garage 118 36,129 Old World Lot Milwaukee, WI Surface Lot 54 11,250 Wells Lot Milwaukee, WI Surface Lot 148 43,580 Clybourn Lot Milwaukee, WI Surface Lot 15 2,400 Arena Lot Milwaukee, WI Surface Lot 75 48,344 Ramada Lot Minneapolis, MN Surface Lot 185 71,737 Orpheum Lot Minneapolis, MN Surface Lot 270 86,283 White Front Garage Nashville, TN Garage 155 44,944 Rampart Lot New Orleans, LA Surface Lot 77 27,105 Shoe Lot St.
Biggest changeThe following table sets forth the property name, location and other information with respect to the parking facilities we owned as of December 31, 2025: Property Name Location Property Type Number of Spaces Property Size (Square Feet) Bricktown Garage Oklahoma City, OK Garage 555 206,598 Lafayette Square Garage Bridgeport, CT Garage 878 232,964 River East Garage Chicago, IL Garage 1,154 473,522 Mabley Place Garage Cincinnati, OH Garage 772 353,700 1W7 Garage Cincinnati, OH Garage 765 314,749 222W7 Garage Cincinnati, OH Garage 1,625 531,000 Union & Archer Lot Cleveland, OH Surface Lot 260 94,252 Crown Colony Lot Cleveland, OH Surface Lot 82 23,460 IMG Garage Cleveland, OH Garage 471 294,361 Residence Inn Garage Denver, CO Garage 450 177,650 RenCen Garage Detroit, MI Garage 1,273 382,470 Taylor St Garage Fort Worth, TX Garage 1,013 372,171 Marks Garage Honolulu, HI Garage 308 150,810 Saks Garage Houston, TX Garage 265 90,750 Preston Lot Houston, TX Surface Lot 46 10,000 San Jacinto Houston, TX Surface Lot 85 28,326 Houston Preferred (1) Houston, TX Garage/Lot 528 140,115 City Park Garage Indianapolis, IN Garage 354 20,473 Heyburn Lot Louisville, KY Surface Lot 165 54,450 Poplar Lot Memphis, TN Surface Lot 125 37,563 Chase Garage Miami, FL Garage 118 36,129 Old World Lot Milwaukee, WI Surface Lot 54 11,250 Wells Lot Milwaukee, WI Surface Lot 148 43,580 Clybourn Lot Milwaukee, WI Surface Lot 15 2,400 Arena Lot Milwaukee, WI Surface Lot 75 48,344 Ramada Lot Minneapolis, MN Surface Lot 185 71,737 Orpheum Lot Minneapolis, MN Surface Lot 270 86,283 White Front Garage Nashville, TN Garage 155 44,944 Rampart Lot New Orleans, LA Surface Lot 77 27,105 Shoe Lot St.
Louis, MO Surface Lot 180 53,153 Washington Lot St. Louis, MO Surface Lot 63 16,919 Broadway Lot St. Louis, MO Surface Lot 146 41,948 7th & Cerre Lot St. Louis, MO Surface Lot 149 46,056 Cardinal Lot St. Louis, MO Surface Lot 376 114,424 Holiday Inn Garage St. Paul, MN Garage 285 101,568 (1) Houston Preferred includes 2 properties.
Louis, MO Surface Lot 180 53,153 Washington Lot St. Louis, MO Surface Lot 63 16,919 Broadway Lot St. Louis, MO Surface Lot 146 41,948 7th & Cerre Lot St. Louis, MO Surface Lot 149 46,056 Cardinal Lot St. Louis, MO Surface Lot 376 114,424 Holiday Inn Garage St.
As of December 31, 2024, we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.
As of December 31, 2025, we owned 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
Added
Paul, MN Garage 285 101,568 (1) Houston Preferred includes 2 properties. 31 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther than as noted below or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us. 34 Table of Contents Refer to Note 16 — Commitments and Contingencies in Part II, Item 8 Notes to the Consolidated Financial Statements of this Annual Report, which information is incorporated herein by reference.
Biggest changeOther than as noted below or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.
Removed
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Added
Refer to Note 15 — Commitments and Contingencies in Part II, Item 8 Notes to the Consolidated Financial Statements of this Annual Report, which information is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 35 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35 ITEM 6 [RESERVED] 36 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 45 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 32 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 32 ITEM 6 [RESERVED] 33 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 41 ITEM 8.
FIN AN CIAL STATEMENTS AND SUPPLEMENTARY DATA 45
FIN AN CIAL STATEMENTS AND SUPPLEMENTARY DATA 41

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers On September 11, 2024, the Company announced that the Board authorized a share repurchase program for the repurchase of up to $10,000,000 of shares of Common Stock. 35 Table of Contents The following table summarizes the share repurchase activity for the three months ended December 31, 2024.
Biggest changeRecent Sales of Unregistered Equity Securities There are no unreported sales of equity securities as of December 31, 2025. 32 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers On September 11, 2024, the Company announced that the Board authorized a share repurchase program for the repurchase of up to $10,000,000 of shares of our common stock.
MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NYSE American under the ticker symbol “BEEP.” Holders of Record As of February 28, 2025, we had approximately 42.6 million shares of Common Stock outstanding, held by a total of 1,046 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq under the ticker symbol “BEEP.” Holders of Record As of February 27, 2026, we had approximately 41.2 million shares of Common Stock outstanding, held by a total of 962 stockholders of record.
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1 - 31, 2024 221,022 $ 3.16 221,022 $ 9,211,212 November 1 - 30, 2024 169,833 $ 3.13 169,833 $ 8,678,878 December 1 - 31, 2024 1,408 $ 3.37 1,408 $ 8,674,139
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1 - 31, 2025 437,320 $ 3.45 437,320 $ 6,158,903 November 1 - 30, 2025 175,078 $ 3.27 175,078 $ 5,586,897 December 1 - 31, 2025 310,319 $ 2.85 310,319 $ 4,702,408
The average price paid per share includes broker commissions.
The following table summarizes the share repurchase activity for the three months ended December 31, 2025. The average price paid per share includes broker commissions.
Removed
Recent Sales of Unregistered Equity Securities There are no unreported sales of equity securities as at December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGAAP reported in our consolidated financial statements, for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 % Revenues Managed property revenue 27,848 - Base rental income 6,195 8,165 Percentage rental income 2,965 22,107 Total revenues 37,008 30,272 22.3% Operating expenses Property taxes 7,256 7,178 Property operating expense 7,119 1,985 Net Operating Income $ 22,633 $ 21,109 7.2% Reconciliation Net loss (8,381 ) (38,238 ) Gain on sale of real estate (2,651 ) (660 ) Other income, net (434 ) (1,179 ) Change in fair value of Earn-Out liability (844 ) (4,065 ) Interest expense, net 13,830 13,910 Depreciation and amortization 8,403 8,512 General and administrative 10,794 13,160 Preferred Series 2 - issuance expense — 16,101 Professional fees 1,759 1,724 Organizational, offering and other costs — 2,862 Impairment 157 8,982 Net Operating Income $ 22,633 $ 21,109 Adjusted EBITDA 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.
Biggest changeGAAP reported in our consolidated financial statements, for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 % Revenues Managed property revenue 28,619 27,848 Base rental income 5,394 6,195 Percentage rental income 1,062 2,965 Total revenues 35,075 37,008 (5.2)% Operating expenses Property taxes 6,988 7,256 Property operating expense 7,367 7,119 Net Operating Income $ 20,720 $ 22,633 (8.5)% Reconciliation Net loss (23,714 ) (8,381 ) Loss on extinguishment of debt 2,600 — Loss (gain) on sale of real estate 124 (2,651 ) Other income, net (256 ) (434 ) Change in fair value of Earn-Out liability (935 ) (844 ) Interest expense, net 19,039 13,830 Depreciation and amortization 10,577 8,403 General and administrative 7,969 10,794 Professional fees 1,554 1,759 Impairment 3,762 157 Net Operating Income $ 20,720 $ 22,633 Adjusted EBITDA 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, 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 for all periods presented. 37 Table of Contents Our use of Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry.
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.
Our principal source of funds will be managed property revenue and rental income at our parking facilities as well as existing cash on hand and the Line of Credit, as needed. We may also sell properties or place mortgages on properties to raise capital.
The cash used in operating activities for the year ended December 31, 2024 was primarily attributable to payment of general and administrative and professional fees, cash paid for interest, and settlement of liabilities and changes in working capital, which offset the benefit of improved NOI for the period.
The cash used in operating activities for the year ended December 31, 2024 was primarily attributable to payment of general and administrative and professional fees, cash paid for interest, and settlement of liabilities and changes in working capital, which offset NOI results for the period.
The proceeds from the Line of Credit (after payment of related legal fees) are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, unpaid dividends on the Series A Preferred Stock and Series 1 Preferred Stock accrued prior to the closing date of the Line of Credit, funding of the share repurchase program, and a $5.0 million paydown on the Revolving Credit Facility. • In December 2024, we refinanced a $7.2 million note payable with a three-year note for $12 million. • In December 2024, we entered into a $75.5 million, 10-year CMBS financing agreement (the "2034 CMBS Loan").
The proceeds from the Line of Credit (after payment of related legal fees) are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, unpaid dividends on the Series A Preferred Stock and Series 1 Preferred Stock accrued prior to the closing date of the Line of Credit, funding of the share repurchase program, and a $5.0 million paydown on the Revolving Credit Facility. 38 Table of Contents • In December 2024, we refinanced a $7.2 million note payable with a 3-year note in the principal amount of $12 million. • In December 2024, we entered into a $75.5 million, 10-year CMBS financing agreement.
This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. 36 Table of Contents Managed Property Revenue Contracts In 2024, 29 of our 40 assets converted to management contracts.
This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. 33 Table of Contents Managed Property Revenue Contracts To date, 28 of our 36 assets have converted to management contracts.
NOI is calculated as total revenues less property operating expenses and property taxes. We use 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, our NOI may not be comparable to other real estate companies.
We use 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, our NOI may not be comparable to other real estate companies.
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 December 31, 2024, we have identified and are evaluating several parking facilities as potential acquisition targets. However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized.
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 December 31, 2025, we have identified and are evaluating several parking facilities as potential acquisition targets.
Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS.
Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 2024, and excludes an asset for which we do not have sufficient historical data to calculate RevPAS.
NOI should not be viewed as an alternative measure of our 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 our properties that could materially impact our results from operations. 39 Table of Contents The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.
NOI should not be viewed as an alternative measure of our 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 our properties that could materially impact our results from operations.
We believe that our real estate valuation estimates are based on reasonable assumptions. However, the use of inappropriate estimates could result in an incorrect valuation of our real estate properties, which could result in material impairment losses in the future.
However, the use of inappropriate estimates could result in an incorrect valuation of our real estate properties, which could result in material impairment losses in the future.
Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be most critical. These policies require complex judgment in their application or estimates about matters that are inherently uncertain.
Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be most critical.
As of December 31, 2024, we owned 40 parking facilities in 20 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 commercial space adjacent to our parking facilities.
As of December 31, 2025, we owned 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
We do not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts and interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. 41 Table of Contents We are currently analyzing alternatives in order to satisfy these debt maturities.
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.
We believe same location 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 same location RevPAS for 2024 was $209.24 per month.
We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue on a comparable asset basis, without the impact of portfolio transactions or changes in revenue structure. Average monthly same location RevPAS for the years ended December 31, 2025 and 2024 was $199.36 and $209.24 per month, respectively.
Parking Revenue should not be viewed as an alternative measure of our financial performance as it does not reflect all components of revenue, which may be material.
Parking Revenue and RevPAS should not be viewed as alternative measures of our financial performance as they do not reflect all components of revenue, which may be material.
If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment.
The first step is the identification of potential triggering events, such as declines in NOI and performance compared to internal forecasts. If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment.
We use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage. 40 Table of Contents The following table presents our calculation of Adjusted EBITDA for the for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 Reconciliation of Net loss to Adjusted EBITDA Attributable to the Company Net loss $ (8,381 ) $ (38,238 ) Interest expense, net 13,830 13,910 Depreciation and amortization 8,403 8,512 Organizational, offering and other costs — 2,862 Impairment 157 8,982 Preferred Series 2 - issuance expense — 16,101 Change in fair value of Earn-Out liability (844 ) (4,065 ) Other income, net (434 ) (1,179 ) Gain on sale of real estate (2,651 ) (660 ) Equity based compensation 5,719 8,552 Adjusted EBITDA Attributable to the Company $ 15,799 $ 14,777 Liquidity and Capital Resources Sources and Uses of Cash Aside from standard operating expenses, we expect our principal cash demands in both the short term and long term to be for: • principal and interest payments on our outstanding indebtedness; • capital expenditures; • redemption and dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock; • funding of our share repurchase program; and • acquisitions of assets.
The following table presents our calculation of Adjusted EBITDA for the for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 Reconciliation of Net Loss to Adjusted EBITDA Attributable to the Company Net loss $ (23,714 ) $ (8,381 ) Interest expense, net 19,039 13,830 Depreciation and amortization 10,577 8,403 Impairment 3,762 157 Change in fair value of Earn-Out liability (935 ) (844 ) Other income, net (256 ) (434 ) Loss on extinguishment of debt 2,600 — Loss (gain) on sale of real estate 124 (2,651 ) Equity-based compensation 3,136 5,719 Adjusted EBITDA Attributable to the Company $ 14,333 $ 15,799 Liquidity and Capital Resources Sources and Uses of Cash Aside from standard operating expenses, we expect our principal cash demands in both the short term and long term to be for: • principal and interest payments on our outstanding indebtedness; • capital expenditures; • redemption and dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock; • funding of our share repurchase program; and • acquisitions of assets.
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. In February 2023, we sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million.
In July 2024, we sold one parking lot in Clarksburg, West Virginia for approximately $0.5 million, resulting in an immaterial loss on sale of real estate. 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.
Non-GAAP Measures Net Operating Income Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. We believe 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.
We believe 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.
Cash flow activities The following table summarizes our cash flows for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 Net cash (used in) operating activities $ (784 ) $ (2,125 ) Net cash provided by (used in) investing activities $ 4,235 $ (346 ) Net cash (used in) provided by financing activities $ (4,343 ) $ 8,208 43 Table of Contents Cash flows from operating activities In 2024, $0.8 million of cash was used in operating activities compared with $2.1 million used in operating activities in 2023, a decrease of $1.3 million.
Cash flow activities The following table summarizes our cash flows for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 Net cash provided by (used in) operating activities $ 848 $ (784 ) Net cash provided by investing activities $ 16,334 $ 4,235 Net cash used in financing activities $ (17,717 ) $ (4,343 ) Cash flows from operating activities During the year ended December 31, 2025, $0.8 million of cash was provided by operating activities compared to $0.8 million used in operating activities during the year ended December 31, 2024, an increase of $1.6 million.
Gain (Loss) on Sale of Real Estate In February 2024, we disposed of our Cincinnati Race Street location for $3.15 million, resulting in a loss on sale of real estate of approximately $0.1 million. In July 2024, we sold one parking lot in Clarksburg, West Virginia for approximately $0.5 million, resulting in an immaterial loss on sale of real estate.
In December 2025, we sold a parking garage located in Lubbock, Texas for approximately $11.0 million, resulting in a loss on sale of real estate of approximately $0.5 million. In February 2024, we disposed of our Cincinnati Race Street location for $3.15 million, resulting in a loss on sale of real estate of approximately $0.1 million.
We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the type and quantity of awards granted.
We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the type and quantity of awards granted. We use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage.
Asset Acquisitions and Dispositions 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.
Accordingly, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern. Asset Acquisitions 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.
The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate.
For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate.
Other Income, Net The decrease in other income, net of approximately $0.7 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to a gain from a settlement agreement entered into on September 6, 2023 partially offset by legal related gains in 2024.
Other Income, Net The $0.2 million decrease in other income during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.
Proceeds from the Line of Credit are used to fund the share repurchase program. Warrants As a result of the Merger, our previously outstanding warrants became warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share, exercisable as of the date of the Closing (the “Common Stock Warrants”).
Proceeds from the Line of Credit and cash on hand are used to fund the share repurchase program. 39 Table of Contents Warrants As of December 31, 2025, there are 2,553,192 warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share outstanding.
Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through December 2024. 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.
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.
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.
We also utilize expected net sales proceeds to estimate the fair value of any properties that are actively being marketed for sale. We believe that our real estate valuation estimates are based on reasonable assumptions.
To estimate fair value we may use internally developed valuation models or independent third-parties where available. In either case, the fair value of real estate may be based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach.
In either case, the fair value of real estate may be 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.
The cash used in investing activities during the year ended December 31, 2023 was primarily attributable to capital expenditures offset by proceeds from the sale of one parking asset in February 2023.
The cash provided by investing activities for the year ended December 31, 2025 was primarily attributable to proceeds from the sale of four parking assets in 2025 and the collection of a note receivable, partially offset by routine and strategic capital expenditures.
Valuing our investment in real estate assets in both the second and third step of our impairment testing requires us to utilize a significant amount of judgment in the inputs that we select. We select these inputs based on all available evidence and using techniques that are commonly employed by other real estate companies.
If the determined fair value is lower than the net book value of the property, we record an impairment charge. Valuing our investment in real estate assets in both the second and third step of our impairment testing requires us to utilize a significant amount of judgment in the inputs that we select.
Cash flows from investing activities In 2024, $4.2 million of cash was provided by investing activities compared with $0.3 million used in investing activities in 2023, an increase of $4.5 million.
Cash flows from investing activities During the year ended December 31, 2025, $16.3 million of cash was provided by investing activities compared to $4.2 million provided by investing activities during the year ended December 31, 2024, an increase of $12.1 million.
For the Year Ended December 31, 2024 2023 $ Change % Change (1) Other Interest expense, net $ (13,830 ) $ (13,910 ) $ 80 (0.6 )% Gain on sale of real estate 2,651 660 1,991 NM Other income, net 434 1,179 (745 ) (63.2 )% Change in fair value of Earn-Out liability 844 4,065 (3,221 ) (79.2 )% Total other expense $ (9,901 ) $ (8,006 ) $ (1,895 ) 23.7 % (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such. 38 Table of Contents Interest Expense The decrease in interest expense, net of approximately $0.1 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to the repayment of $9.9 million of mortgage loans in the third quarter of 2023 and the paydowns of $15.0 million and $5.0 million on the Revolving Credit Facility in the third quarter of 2023 and 2024, respectively.
For the Year Ended December 31, 2025 2024 $ Change % Change (1) Other Interest expense, net $ (19,039 ) $ (13,830 ) $ (5,209 ) 37.7 % Loss on extinguishment of debt (2,600 ) — (2,600 ) 100.0 % (Loss) gain on sale of real estate (124 ) 2,651 (2,775 ) NM Other income, net 256 434 (178 ) (41.0 )% Change in fair value of Earn-Out liability 935 844 91 10.8 % Total other expense $ (20,572 ) $ (9,901 ) $ (10,671 ) 107.8 % (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.
Debt We have $29.9 million of debt due within twelve months of the date of the filing of this Annual Report which is comprised of $27.2 million related to the Line of Credit and $2.7 million of notes payable.
We currently have $25.9 million related to the Line of Credit due within twelve months of the date of the filing of this Annual Report. Additionally, as of the date of this filing, the Line of Credit has $5.6 million of accrued interest that is due upon maturity.
The 2034 CMBS Loan bears a fixed annual interest rate of 7.755% and is secured by a pool of seven properties. Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility and refinance a property-level loan. Certain lenders may require reserves related to capital improvements, insurance, and excess cash.
The 2034 CMBS Loan bears a fixed annual interest rate of 7.755% and is secured by a pool of seven properties.
For the Year Ended December 31, 2024 2023 $ Change % Change (1) Operating expenses Property taxes $ 7,256 $ 7,178 $ 78 1.1 % Property operating expense 7,119 1,985 5,134 NM Depreciation and amortization 8,403 8,512 (109 ) (1.3 )% General and administrative 10,794 13,160 (2,366 ) (18.0 )% Preferred Series 2 - issuance expense — 16,101 (16,101 ) (100.0 )% Professional fees 1,759 1,724 35 2.0 % Organizational, offering and other costs — 2,862 (2,862 ) (100.0 )% Impairment 157 8,982 (8,825 ) (98.3 )% Total expenses $ 35,488 $ 60,504 $ (25,016 ) (41.3 )% (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such. 37 Table of Contents Property Operating Expense The increase in property operating expense for the year ended December 31, 2024 compared to the same period in 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.
For the Year Ended December 31, 2025 2024 $ Change % Change (1) Operating expenses Property taxes $ 6,988 $ 7,256 $ (268 ) (3.7 )% Property operating expense 7,367 7,119 248 3.5 % Depreciation and amortization 10,577 8,403 2,174 25.9 % General and administrative 7,969 10,794 (2,825 ) (26.2 )% Professional fees 1,554 1,759 (205 ) (11.7 )% Impairment 3,762 157 3,605 NM Total expenses $ 38,217 $ 35,488 $ 2,729 7.7 % (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.
Impairment of Long-Lived Assets On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as declines in NOI and performance compared to internal forecasts.
These policies require complex judgment in their application or estimates about matters that are inherently uncertain. 40 Table of Contents Impairment of Long-Lived Assets On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified.
("Vestin"), which represented payment in full of five notes held by Vestin. • In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note for $5.9 million. • In September 2024, we entered into a $40.4 million Line of Credit, maturing in September 2025 (the “Line of Credit”).
Debt During 2024 and 2025, we have taken steps to both extend and ladder maturities in our debt profile, including: • In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note in the principal amount of $5.9 million. • In September 2024, we entered into a $40.4 million Line of Credit, that matures on March 31, 2026.
The cash used in operating activities for the year ended December 31, 2023 was primarily attributable to payments of deferred offering costs and other Merger-related amounts paid and cash paid for interest.
The cash provided by operating activities for the year ended December 31, 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by cash paid for interest.
We are also evaluating the potential disposition of certain properties in our portfolio, the proceeds of which we could redeploy into potential acquisition targets. 42 Table of Contents Distributions and redemptions 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.
Distributions and redemptions 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 December 2025.
Results of Operations for the Years Ended December 31, 2024 and 2023 (dollars in thousands) For the Year Ended December 31, 2024 2023 $ Change % Change Revenues Managed property revenue $ 27,848 $ — $ 27,848 100.0 % Base rental income 6,195 8,165 (1,970 ) (24.1 )% Percentage rental income 2,965 22,107 (19,142 ) (86.6 )% Total revenues $ 37,008 $ 30,272 $ 6,736 22.3 % Total Revenues The increase in total revenues for 2024 compared to 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.
Results of Operations for the Years Ended December 31, 2025 and 2024 (dollars in thousands) For the Year Ended December 31, 2025 2024 $ Change % Change Revenues Managed property revenue $ 28,619 $ 27,848 $ 771 2.8 % Base rental income 5,394 6,195 (801 ) (12.9 )% Percentage rental income 1,062 2,965 (1,903 ) (64.2 )% Total revenues $ 35,075 $ 37,008 $ (1,933 ) (5.2 )% Total Revenues The decrease in total revenues for the year ended December 31, 2025 compared to the same period in 2024 is due partially to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024.
General and Administrative Expense The $2.4 million decrease in general and administrative expenses during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to equity based compensation for certain executive performance units expensed through December 31, 2023 of $4.2 million and the cancellation of executive LTIP Units for $1.4 million in the third quarter of 2023, partially offset by non-cash compensation cost for awards granted in 2024 and an increase in payroll and technology expenses.
General and Administrative Expense The $2.8 million decrease in general and administrative expenses during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to the vesting of certain one-time equity compensation awards in 2024 related to the Merger, as well as the non-cash impact of a change in timing of annual equity awards in 2025.
If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step.
The undiscounted cash flow model requires us to utilize judgement in the selection of the anticipated holding periods, growth rates, capitalization rates and expected future cash flows. If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we estimate the fair value of the asset.
We plan to refinance the Line of Credit and note payable prior to their maturities. However, as refinancing is outside of our control, we plan to sell real estate assets as needed to satisfy the obligations. Management has determined it is probable that it will be able to successfully implement these plans.
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.
Impairment During the year ended December 31, 2024, we impaired approximately $0.2 million of our real estate assets as a result of a planned disposition of a property.
Professional Fees The $0.2 million decrease in professional fees during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to savings in tax preparation services and legal fees incurred in 2024 associated with additional filings. 35 Table of Contents Impairment During the years ended December 31, 2025 and 2024, we impaired approximately $3.8 million and $0.2 million of our real estate assets, respectively, as a result of planned dispositions of properties.
This was partially offset by interest expense on the Line of Credit entered into in the third quarter of 2024 and the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.
Interest Expense The increase in interest expense of approximately $5.2 million during the year ended December 31, 2025 compared to the same period in 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and higher interest expense resulting from the refinancing of the $75.0 million revolving credit facility with KeyBank National Association (“the Revolving Credit Facility”) with the 2034 CMBS Loan in December 2024.
Cash flows from financing activities In 2024, $4.3 million of cash was used in financing activities compared with $8.2 million provided by financing activities in 2023, a decrease of $12.5 million.
Cash flows from financing activities During the year ended December 31, 2025, $17.7 million of cash was used in financing activities compared to $4.3 million used in financing activities during the year ended December 31, 2024, an increase of $13.4 million.
Removed
The change to management contracts results in us recognizing revenue from all parking transactions at those locations. Under the previous lease agreements, we only received a portion of the revenue after a certain threshold was reached.
Added
Within total revenues, conversions to management agreements resulted in certain locations recognizing Managed Property Revenue in 2025 while recognizing Base Rental Income and Percentage Rental Income for portions for 2024. 34 Table of Contents The decline in revenue was further driven by the Detroit market, where a significant area restructuring plan is causing a reduction in office occupancy and related traffic.
Removed
The change to management contracts results in higher reflected operating expenses as revenues under the previous lease agreements were calculated based on collections reduced by certain costs, whereas these costs are now recorded as property operating expense under management contracts.
Added
Additionally, event reductions because of the Cincinnati convention center remodel and traffic disruptions near our Nashville location drove temporary transient revenue declines in those markets. Our sale of three assets in 2024 also resulted in a decrease of approximately $0.2 million in 2025.
Removed
Preferred Series 2 - Issuance Expense As part of accounting for the reverse recapitalization in 2023, we evaluated the Series 2 Preferred Stock arrangement, and determined that the fair value of the Series 2 Preferred Stock at the time of the transaction of $66.7 million ($4.84 per share) exceeded the implied conversion rate ($3.34 per share) based on a total of 13,787,464 shares of common stock issued on December 31, 2024 and $4.6 million of dividends paid in kind in return for $46 million in proceeds.
Added
These impacts were partially offset by contract growth in our Cleveland market, increased transient traffic in Oklahoma City partially as a result of game and event attendance, and favorable return-to-office trends in one of our St. Louis locations.
Removed
As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 - Issuance Expense on the Consolidated Statements of Operations.
Added
Property Taxes The decrease in property taxes for the year ended December 31, 2025 compared to the same period in 2024 is due primarily to favorable results from property tax appeals as well as a reduction in expense from three assets sold during 2024.
Removed
Organizational, Offering and Other C osts The decrease in organizational, offering and other costs during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to transaction costs associated with the Merger that were allocated to the 1,900,000 FWAC Class B Shares that converted to common stock and which are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement as well as well as $1.0 million in lender consent costs.
Added
Property Operating Expense The increase in property operating expense for the year ended December 31, 2025 compared to the same period in 2024 is due primarily to additional expense related to properties that converted to management contracts after January 2024, as property operating expenses were incurred for only a partial period during 2024.
Removed
During the year ended December 31, 2023, we recorded approximately $9.0 million of asset impairment charges related to assets impacted by delayed return-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.
Added
Depreciation and Amortization The $2.2 million increase in depreciation and amortization for the year ended December 31, 2025 compared to the same period in 2024 is primarily due to accelerated amortization associated with the phase out of the Inigma software, which was completed during 2025.
Removed
We received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.
Added
Loss on Extinguishment of Debt In connection with entering into the Asset-Backed Securitization, we incurred approximately $2.6 million in fees related to prepayment penalties and legal costs.
Removed
Change in Fair Value of Earn-out Liability In connection with the Merger, in August 2023 we recognized a liability for Earn-Out Shares which may vest if certain hurdles are met regarding share price. Changes to the fair value of the liability during the period are reflected in earnings.
Added
(Loss) Gain on Sale of Real Estate In November 2025 , we sold a parking lot located in Indianapolis, Indiana for approximately $2.0 million, resulting in a gain on sale of real estate of approximately $0.5 million, and two parking lots in Denver, Colorado for approximately $2.5 million, resulting in a $0.1 million loss on sale of real estate.
Removed
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, merger-related charges, and Other Income, Net.
Added
Change in Fair Value of Earn-out Liability This is non-cash gain or loss as the estimated fair value of the 1,900,000 shares of common stock that are subject to an earn-out structure (“Earn-Out Shares”), as described below, change.
Removed
Our use of Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings.
Added
Fair value fluctuations of the liability during the period are reflected in earnings and are a result of changes in stock price and the remaining duration of the earn-out period. 36 Table of Contents Non-GAAP Measures Net Operating Income Net Operating Income (“NOI”) is presented as a supplemental measure of our performance.
Removed
As such, we have concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. During 2023 and 2024, we have taken steps to both extend and ladder maturities in our debt profile, including: • In September 2023, we paid approximately $9.9 million to Vestin Realty Mortgage II, Inc.
Added
The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.
Removed
These lender-required reserves make up the majority of our restricted cash amounts as of December 31, 2024. Capital Expenditures Existing capital expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost approximately $0.2 million.
Added
Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility and refinance a property-level loan. • In October 2025, we refinanced $84.2 million of long-term debt through an Asset-Backed Securitization of 19 properties in our portfolio.
Removed
As of the Closing Date, FWAC, Legacy MIC, and Color Up entered into a Warrant Assumption and Amendment Agreement (the “Warrant Assumption and Amendment Agreement”) to the Warrant Agreement, whereby the Company assumed the Common Stock Warrants remaining outstanding and unexpired at that time, and such Common Stock Warrants became the common stock warrants of the Company.
Added
In this transaction, we issued 4.15% Series 2025-1 Class A-2 Notes priced at 88.30% of the principal amount of $100 million. The Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055. Certain lenders may require reserves related to capital improvements, insurance, and excess cash.
Removed
On August 29, 2023, the Company and Color Up entered into the Amended and Restated Warrant Agreement pursuant to which the Warrant Agreement was amended and restated to reflect the effects of the Merger and permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option.
Added
These lender-required reserves make up the majority of our restricted cash amounts as of December 31, 2025. As of December 31, 2025, we had approximately $224.2 million aggregate principal amount of indebtedness outstanding, including $198.3 of long-term debt, primarily consisting of $75.1 million outstanding under the 2034 CMBS Loan and $99.6 million outstanding under the Notes.
Removed
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.
Added
The cash used in financing activities for the year ended December 31, 2025 was primarily attributable to principal debt payments and loan repayment and refinancing, including related loan fees, 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.
Removed
The cash provided by financing activities during the year ended December 31, 2023 was primarily attributable to the Merger and the Preferred PIPE Investment. The proceeds from the Merger were then used to fund the $15.0 million paydown of the Revolving Credit Facility, payment of transaction costs, and pay-off of certain of mortgage loans.
Added
We select these inputs based on all available evidence and using techniques that are commonly employed by other real estate companies. To estimate fair value we may use internally developed valuation models or independent third-parties where available.
Removed
Merger Accounting In connection with the Merger, we were required to estimate the fair value of multiple forms of equity.

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