What the changes say
- The company relies heavily on parking assets and debt financing, including a March 2026 revolving credit facility maturity.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
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
Board member Mr. Osher owns over 50% of voting equity, and leaders face conflicts of interest from outside entities.
- NewRisks Related to Ownership of Our Securities
Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of our Common Stock
Preferred stock holds senior rights, and the company qualifies as a controlled company under Nasdaq rules.
- NewRisks Related to Our Business
the availability and terms of financing
Acquired parking facilities may contain undisclosed defects, environmental contamination, or higher than anticipated operating costs.
- NewRisks Related to Our Business
Our business model relies on third-party tenant operators, and our financial performance depends on their ability to successfully operate our properties
The business model relies on third-party operators who manage 28 of 36 assets and execute day-to-day operations.
- NewRisks 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
The revolving credit facility with Harvest Small Cap and HSCP Masters has $25.9 million of debt maturing on March 31, 2026.
- NewRisks Related to Financial, Tax and Accounting Issues
changes in tax laws, regulations or interpretations thereof
Tax law changes and audits of Legacy MIC or FWAC could result in significant liabilities.
- NewRisks Related to Our Indebtedness and Certain Other Obligations
We utilize significant debt, and we may incur additional debt. The Line of Credit matures on March 31, 2026
Total indebtedness is approximately $224.2 million, including $25.9 million on the Line of Credit and $75.1 million on the CMBS Loan.
- NewRisks Related to Our Indebtedness and Certain Other Obligations
$99.6 million outstanding under the 4.15% Series 2025-1 Class A-2 Notes (the “Notes”) issued in connection with the asset-backed securitization of nineteen properties (the “Asset-Backed Securitization”) held by certain of our subsidiaries (the “Asset Entities”)
$99.6 million of Series 2025-1 Class A-2 Notes were issued in an asset-backed securitization of nineteen properties.
- NewRisks Related to Our Indebtedness and Certain Other Obligations
Our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtedness
Debt agreements contain restrictive financial covenants that limit operational flexibility.
- NewRisks Related to Our Indebtedness and Certain Other Obligations
In October 2025, we refinanced $84.2 million of long-term debt through the Asset-Backed Securitization. In connection with the Asset-Backed Securitization, we issued the Notes, which are secured primarily by mortgages and deeds of trust on real property interests in certain designated parking facilities
Defaults on the CMBS Loan or Notes could lead lenders to foreclose on real estate collateral.
- NewRisks Related to Ownership of Our Securities
the market price of our Common Stock could decline
The Operating Company may issue additional Common Units to third parties without stockholder consent, diluting existing investors.
- NewRisks Related to Our Organizational Structure and Our Constituent Documents and Policies
the “unsolicited takeover” provisions of the MGCL, which permit the Board, without stockholder approval and regardless of what is currently provided in the Charter or the Bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not yet have
Bylaws designate the Circuit Court for Baltimore City, Maryland as the exclusive forum for internal corporate claims.
Dropped
- DroppedRisks Related to Our Business
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
- DroppedRisks Related to Our Indebtedness and Certain Other Obligations
We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment
Executive and board conflicts of interest.
- DroppedRisks Related to Our Business and Industry
We have a limited operating history which makes our future performance difficult to predict
Debt covenant compliance and write-down risks.
- DroppedRisks Related to Our Business and Industry
As of December 31, 2024, Mr. Osher beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 24,837,069 shares of our Common Stock, or approximately 61.5% of the outstanding shares of our Common Stock and 2,170,213 warrants to purchase shares of our Common Stock
Limited operating history as a blank check company.
- DroppedRisks Related to Our Business and Industry
We may not acquire the properties that we evaluate in our pipeline
- DroppedRisks Related to Our Business and Industry
Our use of third-party operators exposes us to certain risks
- DroppedRisks Related to Our Business and Industry
Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations
- DroppedRisks Related to Our Business and Industry
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
Mr. Osher beneficially owning 61.5% of common stock.
- DroppedRisks Related to Our Business and Industry
Our investments in real estate will be subject to the risks typically associated with real estate
- DroppedRisks Related to Financial, Tax and Accounting Issues
We have $29.9 million of debt due within twelve months of the date of issuance of this Annual Report which is comprised of $27.2 million related to the Line of Credit (as defined herein) and a $2.7 million note payable
- DroppedRisks Related to Financial, Tax and Accounting Issues
costs related to intercompany restructurings; or
- DroppedRisks Related to Our Indebtedness and Certain Other Obligations
We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment
Pipeline acquisition failures due to unknown liabilities.
- DroppedRisks Related to Legal and Regulatory Matters
Our proprietary software systems contain open source software, which may pose particular risks to our proprietary software in a manner that could harm our business
- DroppedRisks Related to Legal and Regulatory Matters
Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to, these systems and could adversely affect our business, results of operations and financial condition
- DroppedRisks Related to Ownership of Our Securities
the relative voting strength of each share of previously outstanding common stock may be diminished; and
Risks from using third-party operators.
Reworded
- 100% rewrittenRisks 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
Swapped debt financing risks for internal control over financial reporting and material weakness litigation risks.
- 100% rewrittenRisks Related to Ownership of Our Securities
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
Replaced analyst research coverage risks with dilution risks from issuing additional Common Stock or Units.
- 85% rewrittenRisks Related to Our Indebtedness and Certain Other Obligations
Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure
Added specific references to the Asset-Backed Securitization Notes alongside the CMBS Loan foreclosure risks.
- 77% rewrittenRisks Related to Our Business
We may be unable to grow our business by acquisitions of additional parking facilities
Removed financing availability and unanticipated acquisition difficulty details from the acquisition growth risk.
- 61% rewrittenRisks Related to Our Business
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
Changed 'new and emerging technology' to 'new and emerging technologies' regarding artificial intelligence risks.
- 55% rewrittenRisks Related to Our Business
Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings
Corrected a grammatical typo from 'market value of those assets decline' to 'declines'.
- 52% rewrittenRisks Related to Our Business
A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business
Removed AI and board ownership disclosures from the technology network failure risk.
- 44% rewrittenRisks Related to Our Business
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
Retained parking demand concentration risks while restructuring text formatting.
- 44% rewrittenRisks 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
Was: We have a history of losses and we may not be able to achieve or sustain profitability in the future
- 42% rewrittenRisks Related to Our Organizational Structure and Our Constituent Documents and Policies
Ownership limitations and certain provisions in the Charter, as well as certain provisions of Maryland law, may deter, delay or prevent a change in control or acquisition proposals
- 41% rewrittenRisks Related to Ownership of Our Securities
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
- 31% rewrittenRisks Related to Financial, Tax and Accounting Issues
We may face litigation and other risks as a result of the previously identified material weakness in our internal control over financial reporting
- 29% rewrittenRisks Related to Financial, Tax and Accounting Issues
Our ability to use net operating loss carryforwards and certain other tax attributes may be limited
- 23% rewrittenRisks Related to Financial, Tax and Accounting Issues
our current and potential future earnings and cash distribution
- 22% rewrittenRisks Related to Ownership of Our Securities
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
Was: 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
All 56 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business52% rewritten
- 02Mr. 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 transactionsNew
- 06We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future44% rewritten
- 07We depend on our management team. The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business
- 08The 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 business61% rewritten
- 09Our 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 portfolio44% rewritten
- 10We may be unable to grow our business by acquisitions of additional parking facilities77% rewritten
- 11the availability and terms of financingNew
- 12acquired parking facilities might require significant attentions from management that would otherwise be devoted to our other business activities
- 13Our parking facilities face intense competition, which may adversely affect rental and fee income
- 14The revenue from locations where Metropolis and LAZ act as either a lease tenant or an operator agent represented 63.1% and 16.8% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2025
- 15Our business model relies on third-party tenant operators, and our financial performance depends on their ability to successfully operate our propertiesNew
- 16Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings55% rewritten
- 17We require scale to improve cash flow and earnings for stockholders
- 18Changing 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
- 19Climate change may have a long-term impact on our business
- 20Uninsured losses or premiums for insurance coverage relating to real property may adversely affect investor returns
- 21Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high
- 22Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to
Risks Related to Financial, Tax and Accounting Issues
- 03We 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 plan100% rewritten
- 23We 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 planNew
- 24If 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
- 25We may face litigation and other risks as a result of the previously identified material weakness in our internal control over financial reporting31% rewritten
- 26We 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
- 27our current and potential future earnings and cash distribution23% rewritten
- 28Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations
- 29changes in tax laws, regulations or interpretations thereofNew
- 30We 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
- 31Our ability to use net operating loss carryforwards and certain other tax attributes may be limited29% rewritten
Risks Related to Ownership of Our Securities
- 04Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of our Common StockNew
- 05If 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 decline100% rewritten
- 40The market price and trading volume of the shares of our Common Stock may fluctuate significantly
- 41Our 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 market22% rewritten
- 42In response to any of the foregoing developments, the market price of shares of our Common Stock could decrease significantly. You may be unable to resell your shares of our Common Stock at or above your purchase price
- 43Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock
- 44If 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 decline41% rewritten
- 45Our 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
- 46the market price of our Common Stock could declineNew
- 47We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock
- 48We may be unable to maintain the continued listing requirements of Nasdaq
- 49Future offerings of debt, which would be senior to the Common Stock upon liquidation, and/or preferred equity securities, which may be senior to the Common Stock for purposes of distributions or upon liquidation, may adversely affect the market price of the Common Stock
Risks Related to Our Indebtedness and Certain Other Obligations
- 32We utilize significant debt, and we may incur additional debt. The Line of Credit matures on March 31, 2026New
- 33$99.6 million outstanding under the 4.15% Series 2025-1 Class A-2 Notes (the “Notes”) issued in connection with the asset-backed securitization of nineteen properties (the “Asset-Backed Securitization”) held by certain of our subsidiaries (the “Asset Entities”)New
- 34Our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtednessNew
- 35We may be required to take write-downs or write-offs, restructuring and impairment or other charges
- 36Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure85% rewritten
- 37In October 2025, we refinanced $84.2 million of long-term debt through the Asset-Backed Securitization. In connection with the Asset-Backed Securitization, we issued the Notes, which are secured primarily by mortgages and deeds of trust on real property interests in certain designated parking facilitiesNew
Risks Related to Legal and Regulatory Matters
- 38Adverse 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
- 39We 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
Risks Related to Our Organizational Structure and Our Constituent Documents and Policies
- 50We 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
- 51We may change our operational, financing and investment policies without stockholder approval
- 52Ownership limitations and certain provisions in the Charter, as well as certain provisions of Maryland law, may deter, delay or prevent a change in control or acquisition proposals42% rewritten
- 53the “unsolicited takeover” provisions of the MGCL, which permit the Board, without stockholder approval and regardless of what is currently provided in the Charter or the Bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not yet haveNew
- 54Our rights and the rights of our stockholders to take action against our directors and officers are limited
- 55active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated
- 56Conflicts of interest exist or could arise in the future with the Operating Company or its members
Other Mobile Infrastructure 10-Ks
- FY2024 10-K risk factors59 risks
Mobile Infrastructure Corp relies heavily on parking facility demand and two key operators, Metropolis and LAZ, exposing the business to sector concentration and tenant risk. The company faces significant near-term debt obligations, including a $40.4 million revolving credit facility maturing in September 2025. Internal control weaknesses and net losses highlight ongoing financial reporting and profitability challenges.
Filed Mar 11, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.