UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Mobile Infrastructure Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11

Mobile Infrastructure Corporation

30 W. 4^th Street

Cincinnati, Ohio 45202

Dear Mobile Stockholder:

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

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

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

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

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

Key Accomplishments in 2025

1. Progress of Our Management Contract Conversion

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

2. Balance Sheet Transformation

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

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

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

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

4. Contract Volume Growth and Residential Acceleration

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

Understanding the Numbers

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

Progress in Our Markets

Cleveland: Our Operating Thesis in Action

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

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

Cincinnati, Nashville, and Denver: Reopenings as 2026 Catalysts

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

What to Expect in 2026**

2026 Guidance

For 2026, we are guiding to:

	●	Revenue of $35.0 - $38.0 million
	●	NOI of $21.5 - $23.0 million
	●	Adjusted EBITDA of $15.0 - $16.5 million

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

Strategic Priorities for 2026:

	●	Continue Phase 2 of asset rotation ($30+ million in additional non-core dispositions and reinvestment)
	●	Scale the residential conversion playbook across our portfolio as new projects deliver additional residential parking demand
	●	Capture return-to-office tailwind through proactive corporate sales and strategic rate increases
	●	Expand data and predictive analytics capabilities to unlock next-generation revenue optimization
	●	Maintain balance sheet discipline while opportunistically deploying capital toward higher-quality, higher-yielding properties

Looking Beyond 2026

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

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

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

	Sincerely,

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

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

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

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

Mobile Infrastructure Corporation

30 W. 4^th Street

Cincinnati, Ohio 45202

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	June 18, 2026 9:00 a.m., Eastern Time

Virtual Meeting:	Participate online at www.virtualshareholdermeeting.com/BEEP2026

Record Date:	Close of business on Friday, April 10, 2026

To our Stockholders:

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

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

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

	1.	To elect the six (6) director nominees to the board of directors of the Company, each to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal;

	2.	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

	3.	To consider and vote upon the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan; and

	4.	To transact any other business properly brought before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

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

	1.	Vote online or by telephone, by following the instructions included with the proxy card; or

	2.	Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

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

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

Cincinnati, Ohio

April 23, 2026

	By Order of the Board of Directors,

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

TABLE OF CONTENTS		Page

Proxy Statement		1

Website Information		2

General Information about 2026 Annual Meeting		3

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?		3

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?		3

Who is soliciting my vote?		3

When is the record date for the Annual Meeting?		3

How many votes do I have?		3

How do I vote?		3

How does the Board recommend that I vote on the proposals?		4

Are there any matters to be voted on at the Annual Meeting that are not included in this proxy statement?		4

May I change or revoke my proxy?		4

What if I receive more than one proxy card?		5

How is a quorum reached?		5

What vote is required to approve each matter?		5

What are my voting options with respect to each proposal and how many votes are required to approve each proposal?		6

How are abstentions and “broker non-votes” treated?		6

What are the costs of soliciting these proxies?		7

How are votes counted?		7

How do I attend the Annual Meeting?		7

What if I need technical assistance?		7

How can I know the voting results?		7

Directors, Executive Officers, and Corporate Governance		8

Board of Directors		8

Current composition of the Board		8

Board nominees and composition of the Board		8

Information about Director Nominees		9

Executive Officers		11

Information about Executive Officers		11

Family Relationships		11

Corporate Governance		11

Board Composition		11

Director Independence		12

Role of the Board in Risk Oversight		12

Board Leadership Structure		12

Committees of the Board		13

Audit Committee		13

Compensation Committee		13

Independent Compensation Consultant		14

Nominating and Governance Committee		14

Compensation Committee Interlocks and Insider Participation		14

Stock Ownership Guidelines		14

Corporate Governance Guidelines, Code of Business Conduct and Ethics		15

Insider Trading Policies and Procedures		15

Employee, Officer and Director Hedging		15

Board, committees, and stockholders meetings		15

Director nominations process		15

Communications with the Board of Directors		16

Proposal 1 — Election of Directors		17

Nominees		17

Vote required		17

Board recommendation		17

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm		18

Fees paid to the independent registered public accounting firm		18

Audit Committee policy on pre-approval of audit and permissible non-audit services of independent registered public accounting firm		18

Vote required		18

Board recommendation		18

Proposal 3 – Approval of the Amended and Restated Incentive Award Plan		19

Reasons for the Amended and Restated Incentive Award Plan		19

Material Terms of the Amended and Restated Incentive Award Plan		20

Prior Plan Benefits		24

Registration		27

Vote required		27

Board recommendation		27

Change in Accountants		28

Audit Committee Report		29

Executive and Director Compensation		30

Certain Relationships and Related Person Transactions		42

Security Ownership of Certain Beneficial Owners and Management		46

Other Matters		48

Householding of proxy materials		48

Stockholder proposals for the 2027 annual meeting of stockholders		48

Annual Report		49

Exhibit A – Amended and Restated Incentive Award Plan		50

Exhibit B – Non-GAAP Reconciliation		73

iii

Forward-Looking Statements

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

Mobile Infrastructure Corporation

30 W. 4^th Street

Cincinnati, Ohio 45202

Proxy Statement

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, June 18, 2026

This proxy statement contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) of Mobile Infrastructure Corporation, a Maryland corporation (“MIC,” the “Company,” “we”, “us,” or “our”), which will be held on June 18, 2026, at 9:00 a.m., Eastern Time. The Annual Meeting will be held virtually via live audio webcast. You will be able to virtually attend the Annual Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www. virtualshareholdermeeting.com/BEEP2026 and entering the control number included in our notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials.

The mailing address of our principal executive offices is Mobile Infrastructure Corporation, 30 W. 4^th Street, Cincinnati, Ohio 45202.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors (the “Board”) with respect to each of the matters set forth in the accompanying notice of meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to comply with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of:

	(1)	the last day of our fiscal year in which we have total annual gross revenue of $1.235 billion;

	(2)	December 31, 2026 (the last day of our fiscal year following the fifth anniversary of the date on which Fifth Wall Acquisition Corp, III (our predecessor) consummated its initial public offering);

	(3)	the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period; or

	(4)	the last day of the fiscal year in which we are deemed to be a “large accelerated filer,” which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

Website Information

Websites throughout this proxy statement are provided for reference only. Websites referred to herein are not incorporated by reference into this proxy statement.

General Information about the 2026 Annual Meeting

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 23, 2026, we will begin mailing the notice of Internet availability. Our proxy materials, including the Notice of the 2026 Annual Meeting of Stockholders, this proxy statement, and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank, or other nominee), a voting instruction form, and the Annual Report on Form 10-K for our fiscal year ended December 31, 2025 (the “2025 Annual Report”), will be made available to stockholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials.

We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our proxy materials. Therefore, the notice of Internet availability will be mailed to holders of record and beneficial owners of our common stock starting on or about April 23, 2026. The notice of Internet availability provides instructions as to how stockholders may access and review our proxy materials, including the Notice of the 2026 Annual Meeting of Stockholders, this proxy statement, the proxy card, and our 2025 Annual Report, on the website referred to in the notice of Internet availability or, alternatively, how to request that a printed copy of the proxy materials, including a proxy card, be sent to them by mail. The notice of Internet availability also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings.

Who is soliciting my vote?

Our Board is soliciting your vote for the Annual Meeting.

When is the record date for the Annual Meeting?

The record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting has been set as the close of business on April 10, 2026.

How many votes do I have?

Each share of common stock outstanding on the record date entitles the holder thereof to one vote, without cumulation, on each matter to be voted upon at the meeting. As of the record date for the Annual Meeting, there were 41,192,464 shares of common stock, issued, outstanding, and entitled to vote.

How do I vote?

If you are a stockholder of record as of the record date, there are several ways for you to vote, or authorize a proxy to vote, your shares.

Whether or not you plan to attend the Annual Meeting, we urge you to authorize a proxy to vote your shares. If you vote by proxy, the individuals named on the proxy card, or your “proxies,” will vote in the manner you indicate. If you submit a proxy but do not indicate any voting instructions, your votes will be voted in accordance with our Board’s recommendations. Voting by proxy will not affect your right to attend the Annual Meeting. The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker, or other nominee who is the recordholder.

If your shares are registered directly in your name through our stock transfer agent, or if you have stock certificates registered in your name, you may vote:

	●	By Internet or by telephone. Follow the instructions included in the proxy card to vote by Internet or telephone. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 17, 2026.

	●	By mail. As described in the notice of Internet availability, you may request printed proxy materials, in which case you may complete, sign, and return the proxy card in the postage pre-paid envelope accompanying the proxy materials so that it is received prior to the Annual Meeting.

	●	At the meeting. If you attend the Annual Meeting, you can vote using the 16-digit control number in your notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

If your shares are held in “street name” (meaning the shares are held in the name of a bank, broker, or other nominee who is the record holder), you must provide the bank, broker, or other nominee with instructions on how to vote your shares and can do so as follows:

	●	By Internet or by telephone. Follow the instructions you receive from the bank, broker, or other nominee to vote by Internet or telephone.

	●	By mail. You will receive instructions from the bank, broker, or other nominee explaining how to vote your shares.

	●	At the meeting. If you attend the Annual Meeting, you can vote using the 16-digit control number in your notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

To ensure that your vote is counted, please remember to submit your vote by the date and time indicated on your proxy card, voting instruction form, or e-mail notification, as applicable.

How does the Board recommend that I vote on the proposals?

There are three proposals scheduled for a vote:

Voting Matter	Board Vote Recommendation	Page Reference For More Information
Proposal 1 — Election of Directors	FOR each nominee	17

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	18

Proposal 3 — Amended and Restated Incentive Award Plan	FOR	19

Are there any matters to be voted on at the Annual Meeting that are not included in this proxy statement?

At the date of this proxy statement, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the meeting or any postponement or adjournment thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

May I change or revoke my proxy?

Yes. You may change or revoke your previously submitted proxy at any time before the Annual Meeting or, if you attend the Annual Meeting virtually, at the Annual Meeting before the polls close.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

	●	By re-voting at a subsequent time by Internet or by telephone as instructed above;

	●	By signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

	●	By delivering a signed revocation letter to our Corporate Secretary at the Company’s address, Mobile Infrastructure Corporation, 30 W. 4th Street, Cincinnati, Ohio 45202, before the Annual Meeting, which states that you have revoked your proxy; or

	●	By attending the Annual Meeting and voting virtually. Attending the Annual Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically request at the Annual Meeting that it be revoked by voting at the Annual Meeting.

Your latest-dated proxy card, Internet, or telephone vote is the one that is counted.

If your shares are held in the name of a bank, broker, or other nominee, you may change your voting instructions by following the instructions of your bank, broker, or other nominee.

What if I receive more than one proxy card?

You may receive more than one proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How do I vote?” for each account to ensure that all of your shares are voted.

How is a quorum reached?

Our bylaws (the “Bylaws”) provide that the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast constitutes a quorum for the transaction of business at the Annual Meeting. Thus, votes of stockholders of record who are present at the Annual Meeting virtually or by proxy, broker non-votes, and abstentions will be counted for purposes of determining whether a quorum exists.

As noted above, as of the record date for the Annual Meeting, there were 41,192,464 shares of common stock, issued, outstanding, and entitled to vote, which means that 20,596,233 shares of common stock must be present in person or represented by proxy at the Annual Meeting to establish a quorum.

Shares that are voted “FOR,” “AGAINST,” “ABSTAIN,” or, with respect to the election of directors, “WITHHOLD,” will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Broker non-votes will also be counted as present for purposes of determining the presence of a quorum. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

What vote is required to approve each matter?

(Proposal 1, Election of Directors): With regard to the election of directors, you may vote “FOR” each director nominee or you may “WITHHOLD” from voting on any of the director nominees. Under our Bylaws, the affirmative vote of holders of a plurality of the votes cast on the matter at a meeting at which a quorum is present is required for the election of the directors. Plurality voting simply means that the number of candidates getting the highest number of votes cast “FOR” their election at the Annual Meeting will be elected. Proxies marked “WITHHOLD” and “broker non-votes” are not considered votes cast for the foregoing purpose, and will not affect the outcome of this proposal. If you submit a proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.

(Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm): With regard to the proposal relating to ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026, you may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting on the proposal. Under our Bylaws, the affirmative vote of a majority of the votes cast on the matter at a meeting at which a quorum is present is required for the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026. Abstentions will have no effect on the determination of this proposal. If you submit a proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.

(Proposal 3, Amended and Restated Incentive Award Plan): With regard to the proposal to approve the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the “Amended and Restated Incentive Award Plan”), you may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting on the proposal. Under our Bylaws, the affirmative vote of a majority of the votes cast on the matter at a meeting at which a quorum is present is required to approve the Amended and Restated Incentive Award Plan. Abstentions will have no effect on the determination of this proposal. If you submit a proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.

What are my voting options with respect to each proposal and how many votes are required to approve each proposal?

The table set forth below illustrates the voting options, vote required, and effect of abstentions and broker non-votes for each proposal, assuming a quorum is present at the Annual Meeting:

Voting Matter	Voting Options	Vote Required	Broker Discretionary Voting Allowed	Effect of Broker Non-Votes	Effect of Abstentions

Proposal 1 — Election of Directors	“FOR” or “WITHOLD” with respect to each director nominee or all director nominees	Plurality of the votes cast	No	No Effect	No Effect

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm	“FOR,” “AGAINST,” or ABSTAIN”	Majority of the votes cast	Yes	N/A	No Effect

Proposal 3 — Amended and Restated Incentive Award Plan	“FOR,” “AGAINST,” or ABSTAIN”	Majority of the votes cast	No	No Effect	No Effect

How are abstentions and “broker non-votes” treated?

Abstentions and broker non-votes are each included in the determination of the number of shares present at the meeting for the purpose of determining whether a quorum is present.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner. If your shares are held in “street name” by a broker, bank, or other nominee, your broker, bank, or other nominee is required to vote your shares according to your instructions. If you do not give instructions to your broker, bank, or other nominee, the broker, bank, or other nominee will still be able to vote your shares with respect to certain “discretionary” items on “routine” proposals, but will not be allowed to vote your shares with respect to “non-discretionary” or “non-routine” items. Your shares may be voted on Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm) if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions, since the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm is considered a “routine” proposal. Proposal 1 (Election of Directors) and Proposal 3 (Amended and Restated Incentive Award Plan) are considered “non-routine” proposals for which brokers may not vote absent voting instructions from the beneficial owner.

What are the costs of soliciting these proxies?

We will pay all of the costs of soliciting these proxies. Our directors, officers, and employees may solicit proxies in person or by e-mail or other electronic means, or by telephone. We will pay these directors, officers, and employees no additional compensation for these services. We will ask banks, brokers, and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their reasonable, out-of-pocket expenses. The expense associated with the solicitation of proxies will include reimbursement for postage and clerical expenses to brokerage houses and other custodians, nominees, or fiduciaries for forwarding proxy materials and other documents to beneficial owners of stock held in their names.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately tabulate the votes with respect to all proposals.

How do I attend the Annual Meeting?

We will host the Annual Meeting live online via audio webcast. Any stockholder as of the record date will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/BEEP2026. To join the Annual Meeting, you will need to enter your 16-digit control number included in your notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. Beneficial owners who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank, or other nominee’s website and selecting the shareholder communications mailbox to link through to the meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

What if I need technical assistance?

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, Safari, and Edge) and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Beginning 15 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call the support team listed on the virtual meeting website at www.virtualshareholdermeeting.com/BEEP2026.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Directors, Executive Officers, and Corporate Goverance

Board of Directors

Our business is managed under the direction of our Board, which is currently composed of six (6) members. Four (4) of our six (6) directors are independent within the meaning of the independent director requirements of The Nasdaq Stock Market LLC (“Nasdaq”). At each annual meeting of stockholders, each director of our Board will be elected for a one-year term.

Current composition of the Board

The following table sets forth the name, age, independence and position of each of our directors as of April 23, 2026:

Name	Age	Independent	Position
Executive Officers and Directors
Stephanie Hogue	47	No	President, Chief Executive Officer, Treasurer, Corporate Secretary, and Director
Manuel Chavez, III	49	No	Executive Chairman
Non-Employee Directors
David Garfinkle	58	Yes	Director
Danica Holley	53	Yes	Director
Damon Jones	50	Yes	Director
Jeffrey B. Osher	49	Yes	Director (Co-Chairman)

Board nominees and composition of the Board

Upon recommendation of our nominating and governance committee, we nominated Stephanie Hogue, Manuel Chavez, III, David Garfinkle, Danica Holley, Damon Jones and Jeffrey B. Osher, who, if elected, will hold office until the annual meeting of stockholders to be held in 2027 and until their successors are elected and qualified, subject to their earlier death, resignation, or removal. The following table sets forth the names, ages, and certain other information on the composition of our Board, assuming all the director nominees are elected.

Name and Position	Age	Independent	Audit Committee⁽¹⁾	Compensation Committee	Nominating and Governance Committee
Stephanie Hogue President, Chief Executive Officer, Treasurer, Corporate Secretary and Director	47	No

Manuel Chavez, III Executive Chairman	49	No

David Garfinkle Director	58	Yes	Chair*	✔	✔

Danica Holley Director	53	Yes	✔	✔	✔

Damon Jones⁽¹⁾ Director	50	Yes	✔		Chair

Jeffrey B. Osher Director (Co-Chairman)	49	Yes		Chair

* Audit Committee Financial Expert

(1) Damon Jones was appointed to the audit committee on April 14, 2026.

Information about Director Nominees

Stephanie Hogue

Ms. Hogue has served as MIC’s Chief Executive Officer since August 1, 2025, President and a member of the Board since August 2021, Corporate Secretary since October 2021, Interim Chief Financial Officer from November 2021 to August 2022, Chief Financial Officer from August 2022 to May 2024 and Treasurer since August, 2023. Ms. Hogue has been a managing partner of Bombe Asset Management, LLC since 2020. From 2017 to 2020, Ms. Hogue was a managing director and New York branch manager at PricewaterhouseCoopers Corporate Finance LLC, a firm specializing in advising domestic and international clients on global divestures and acquisitions, and from 2010 to 2017, Ms. Hogue was a director at PricewaterhouseCoopers Corporate Finance LLC. Ms. Hogue currently serves on the board of governors of Public Media Connect, Inc., a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations, the board of Cincinnati Ballet Company, and the board of Cintrifuse, a non-profit organization supporting entrepreneurship and innovation in the Cincinnati region.

We believe Ms. Hogue is qualified to serve on our Board due to, among other things, her significant experience in finance, capital markets, and investing in infrastructure and real estate assets.

Manuel Chavez, III

Mr. Chavez has served as Executive Chairman of the Board since August 1, 2025 and Chief Executive Officer and Chairman of the Board from August 2021 to July 31, 2025. Mr. Chavez is and has been the Managing Partner and founder of Bombe Asset Management, LLC since 2017. Mr. Chavez served as chief executive officer and president of Parking Company of America, Inc., a provider of parking management services, and held various positions of increasing responsibility at PCA from 1999 to 2017. Mr. Chavez is currently the chairman of the board of directors of the Greater Cincinnati Port Authority, a community and economic development agency, a member of the board of trustees of the Cincinnati State Technical and Community College, a public technical and community college in Cincinnati, Ohio and is a member of the Cincinnati Regional Business Committee, an organization focused on effecting change in the greater Cincinnati community, leveraging the unique assets, leadership and collective resources of business executives to have a long-term positive impact for sustainable growth and regional prosperity.

We believe Mr. Chavez is qualified to serve on our Board due to, among other things, his significant real estate experience and expansive knowledge of the real estate industry, and his relationships with chief executives and other senior management at numerous real estate companies.

David Garfinkle

Mr. Garfinkle has served as a member of the Board since January 2023. Mr. Garfinkle has served as the Executive Vice President and Chief Financial Officer of CoreCivic, Inc., a public company and the nation’s largest owner of partnership correctional, detention and residential reentry facilities in the United States, since May 1, 2014. Mr. Garfinkle served as CoreCivic, Inc.’s Vice President of Finance and Controller from February 2001 to May 2014. From 1996 to 2001, Mr. Garfinkle served as Vice President and Controller for Bradley Real Estate, Inc., a publicly traded REIT. Prior to joining Bradley Real Estate, Inc., Mr. Garfinkle was a Senior Manager at KPMG Peat Marwick, LLP. Mr. Garfinkle is a Certified Public Accountant and holds a bachelor’s degree in business administration from St. Bonaventure University. Mr. Garfinkle also serves as a board member and as a member of the executive committee of Junior Achievement of Middle Tennessee, having previously served as the chair of that organization’s finance committee.

We believe that Mr. Garfinkle is qualified to serve as a director of MIC based upon, among other things, his significant management and public company experience, including in the real estate industry and as a public company executive.

Danica Holley

Ms. Holley has served as a member of the Board since August 2021. Ms. Holley has served as the chief operating officer of Global Medical REIT Inc., which was re-branded to Chiron Real Estate Inc. in February 2026, an outpatient medical office REIT, since April 2015. Ms. Holley previously served on the board of directors of Theralink Technologies, Inc., an OTC-traded proteomics-based, precision medicine company with a CLIA-certified laboratory, targeting multiple areas of oncology and drug development, from May 2022 until it was acquired in June 2025. Ms. Holley’s business development and management experience spans more than 18 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business rollouts and start-ups. As executive director for Safe Blood International Foundation, a non-profit organization assisting developing nations to achieve a safe and adequate blood supply free of transfusion transmissible infection, since April 2008, she oversaw international health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley held management positions as director of strategy, corporate business development for WorldSpace, Inc., a provider of satellite radio broadcasting services and content, from 1997 to 2000, director of marketing for corporate and business at ISI Professional Services, a Service-Disabled Veteran-Owned Small Business offering consulting services, from 2000 to 2001 and director of administration at Tanzus Development, an international trade firm, from 1996 to 1997 and SK&I Architectural Design Group, LLC, a company providing design and services for residential and mixed-use projects, from 2003 to 2007.

We believe that Ms. Holley is qualified to serve as a director of MIC based upon, among other things, her significant business development and management experience, including as an executive officer at a publicly-traded REIT that has had a similar growth trajectory to MIC.

Damon Jones

Mr. Jones has served as a member of the Board since August 2021. Mr. Jones has served as the chief communications officer of The Procter & Gamble Company (P&G), a global provider of branded consumer products, since April 2020. He served as vice president, global communications & advocacy at P&G from July 2018 to April 2020, and prior to that, as director, global company communications from August 2015 to June 2018. Prior to that, Mr. Jones held various other positions with increasing responsibility at P&G since 1997. He also serves on the board of the Port of Greater Cincinnati and the boards of several non for profit organizations.

We believe that Mr. Jones is qualified to serve as a director of MIC based upon, among other things, his significant communications experience and his experience as a public company executive.

Jeffrey B. Osher

Mr. Osher has been a member of the Board since August 2021. Mr. Osher founded No Street Capital LLC, an investment management firm, in 2018. Mr. Osher serves as the Managing Member of No Street Capital LLC, which serves as the investment manager of Harvest Small Cap Partners, L.P. (“Harvest Small Cap”) and Harvest Small Cap Partners Master, Ltd. (“HSCP Master”). Prior to founding No Street Capital LLC, Mr. Osher served as a portfolio manager at Harvest Capital Strategies, LLC, an SEC-registered investment advisor, from 2005 to 2018, and as an analyst from 2002 to 2005. Prior to his tenure at Harvest Capital Strategies, LLC, Mr. Osher was an analyst at The Dowd Company, an investment management firm, where he focused on technology and emerging growth companies. Mr. Osher currently serves as the chairman of Bombers Baseball Academy, a non-profit organization in North Carolina. He has served on the board of directors of the Seal Family Foundation, a non-profit organization that raises funds and awareness for special programs in direct support of the Naval Special Warfare families on a local, national and global scale, since 2016. He has also served on the board of directors of Green Dot Corporation, a NYSE-listed financial technology and registered bank holding company, since 2020 and was an advisor to the board of directors of Green Dot Corporation from 2017 to 2020.

We believe that Mr. Osher is qualified to serve as a director of MIC based upon, among other things, his significant experience in financial services and investment and his experience as an executive and a public company director.

Executive Officers

The following table sets forth the name, age, and position of each of our executive officers as of April 23, 2026.

Name	Age	Position
Stephanie Hogue	47	President, Chief Executive Officer, Treasurer, Corporate Secretary and Director

Paul Gohr	44	Chief Financial Officer

Manuel Chavez, III	49	Executive Chairman

Information about Executive Officers

For information about Stephanie Hogue, our President and Chief Executive Officer, and Manuel Chavez, III, our Executive Chairman, see the section in this proxy statement entitled “Information about Director Nominees.”

Paul Gohr

Mr. Gohr has served as MIC’s Chief Financial Officer since May 2024. From 2014 to 2023, Mr. Gohr served as Chief Accounting Officer and Vice President of Corporate Finance of CECO Environmental Corp. (NASDAQ: CECO), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial equipment across the globe. In this role, Mr. Gohr led several corporate functions including finance, accounting, treasury, and tax. From 2004 to 2014, Mr. Gohr served in various roles of increasing responsibility within Grant Thornton LLP, a global public accounting firm, most recently as a Senior Manager of Audit Services. While at Grant Thornton LLP, Mr. Gohr served a broad base of both public and private companies, many of which were growth oriented and acquisitive in nature. Mr. Gohr earned a Bachelor’s degree in Business, Accountancy and a Masters of Accountancy degree from Miami University.

Family Relationships

There are no family relationships among any of the executive officers and directors of MIC.

Corporate Governance

Board Composition

When considering whether directors and director nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

The Board currently consists of six (6) members. During the period from January 1, 2025 to December 31, 2025, the Board held eleven (11) meetings (including regularly scheduled and special meetings).

Our charter (the “Charter”) provides that each of the members of the Board will be elected by MIC’s common stockholders on an annual basis. MIC believes that it is advisable and in the best interest for each member of the Board to be elected by MIC’s common stockholders on an annual basis because it has the effect of increasing director accountability, gives stockholders the opportunity to express their views on the performance of each director annually, and has become the norm for many public companies, including competitors of MIC. In addition, the Charter provides that a vacancy following the removal of a director or a vacancy created by an increase in the number of directors or the death, resignation, adjudicated incompetence or other incapacity of a director of MIC may be filled only by a vote of a majority of the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurs. Given the annual election of directors and the ability of stockholders to nominate directors under the advance notice provisions of the Bylaws, MIC believes providing the Board with the exclusive power to fill vacancies on the board is advisable and will enhance the long-term business and investment strategy of MIC.

Director Independence

Under the Nasdaq listing standards, at least a majority of MIC’s directors are required to qualify as “independent” as affirmatively determined by the Board. After review of all relevant transactions or relationships between each director, or any of his or her family members, and MIC, MIC’s senior management and MIC’s independent registered public accounting firm, the Board has determined that Jeffrey B. Osher, Danica Holley, Damon Jones, and David Garfinkle, who comprise a majority of the Board, meet the current independence and qualifications requirements of the Nasdaq listing standards.

Role of the Board in Risk Oversight

The Board has extensive involvement in the oversight of risk management related to MIC and its business and accomplishes this oversight through regular reporting to the Board by the audit committee. The audit committee represents the Board by periodically reviewing MIC’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls, controls designed to assess, identify, and manage material risks from cybersecurity threats, and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses all significant areas of MIC’s business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, the compensation committee and the nominating and governance committee review and report to the Board with regard to areas of risk management that such board committees oversee.

Board Leadership Structure

The Board leadership structure is currently comprised of an Executive Chairman of the Board, separate from the Company’s Chief Executive Officer, an independent Co-Chairman of the Board, and independent Chairs for each of our three standing committees of the Board.

From time to time, the nominating and governance committee and the Board review MIC’s leadership structure, including the positions of Chief Executive Officer, Executive Chairman and independent Co-Chairman of the Board, to ensure the interests of MIC and its stockholders are best served. The nominating and governance committee and the Board believe that the most effective leadership structure for MIC is for the roles of Chief Executive Officer and Chairman of the Board to be separated, with Ms. Hogue to serve as Chief Executive Officer and Mr. Chavez to serve as Executive Chairman and Mr. Osher to serve as independent Co-Chairman of the Board. Mr. Chavez’s role as Executive Chairman and Mr. Osher’s role as independent Co-Chairman serve as a bridge between the Board and management and provides unified leadership for developing and implementing our strategic initiatives and business plans. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, the Executive Chairman’s and the independent Co-Chairman’s attention to Board and committee matters allows the Chief Executive Officer to focus on the day-to-day management of the business and on executing our strategic priorities.

Committees of the Board

The Board directs the management of its business and affairs, as provided by Maryland law, and conducts its business through meetings of the Board and standing committees. MIC has a standing audit committee, compensation committee and nominating and governance committee, each of which operate under a written charter. In addition, from time to time, special committees may be established under the direction of the Board when the Board deems it necessary or advisable to address specific issues.

Current copies of MIC’s committee charters are available on its website, www.mobileit.com. The information on or available through MIC’s website is not deemed incorporated in this proxy statement and does not form part of this proxy statement.

Audit Committee

MIC’s audit committee consists of Damon Jones, Danica Holley and David Garfinkle (Chair). The Board has determined that David Garfinkle qualifies as the audit committee “financial expert,” as the term is defined in Item 401(h) of Regulation S-K. Each member of MIC’s audit committee is financially literate, knowledgeable, and qualified to review financial statements. In arriving at this determination, the Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. The Board also has determined that each of them is “independent” as defined under the applicable Nasdaq listing standards and the independence criteria set forth in Rule 10A-3 of the Exchange Act.

The principal purposes of MIC’s audit committee is to assist the Board in fulfilling its responsibilities for oversight of: (1) MIC’s accounting and financial reporting processes; (2) the audits of MIC’s financial statements and internal control over financial reporting; (3) MIC’s compliance with legal and regulatory requirements; and (4) the controls designed to assess, identify, and manage material risks from cybersecurity threats. Under its charter, MIC’s audit committee is directly responsible for the appointment, compensation, retention, and oversight, and the evaluation of the qualifications, performance, and independence, of MIC’s independent auditor and the resolution of disagreements between management and MIC’s independent auditor regarding financial reporting. MIC’s independent auditor reports directly to MIC’s audit committee.

Compensation Committee

MIC’s compensation committee consists of Jeffrey B. Osher (Chair), Danica Holley and David Garfinkle. The Board has determined that each of them is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board also has determined that each of them is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee and the independence criteria set forth in Rule 10C-1 under the Exchange Act.

The principal purposes of MIC’s compensation committee is to discharge directly, or assist the Board in discharging, its responsibilities related to: (1) the evaluation of the performance and compensation of MIC’s President and Chief Executive Officer and Chief Financial Officer, and any other executive officer that MIC may have; (2) the compensation of the members of the Board; and (3) the approval, evaluation, and administration of any of MIC’s equity compensation plans.

Independent Compensation Consultant

Pursuant to the compensation committee’s charter, the compensation committee has the authority to retain, obtain advice and assistance from internal or external legal counsel, accounting or other advisors and consultants (referred to collectively as “advisors”) it deems necessary or appropriate in carrying out its duties. The compensation committee has sole authority to (i) determine appropriate compensation for any such advisor retained by the compensation committee, which reasonable compensation shall be funded by the Company and (ii) retain and terminate any compensation consultant to assist in the evaluation of director, principal executive officer or senior executive compensation, including sole authority to approve such consultant’s reasonable fees and other retention terms, which reasonable compensation shall be funded by the Company. In 2025, our compensation committee engaged the services of Farient Advisors LLC (“Farient”), a compensation consulting firm, to advise the compensation committee regarding, among other things, the amount and types of compensation that we provide to our executives and directors, our compensation philosophy and how our compensation practices compare to the compensation practices of other similar and peer companies. Farient does not provide any services to us other than the services provided to the compensation committee. The compensation committee believes that Farient does not have any conflicts of interest in advising the compensation committee under applicable listing standards of the Nasdaq or SEC rules and regulations. The compensation committee has assessed the independence of Farient pursuant to the applicable listing standards of the Nasdaq and SEC rules and regulations and concluded that no conflict of interest exists that would prevent Farient from independently representing the compensation committee.

Nominating and Governance Committee

MIC’s nominating and governance committee consists of Damon Jones (Chair), Danica Holley and David Garfinkle. The Board has determined that each of them is “independent” as defined under the applicable listing standards of the Nasdaq and SEC rules and regulations.

The principal purposes of MIC’s nominating and governance committee is: (1) to identify individuals qualified to become members of the Board, consistent with criteria approved by the Board, and to recommend candidates to the entire Board for nomination or selection as directors for each annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected) or when vacancies occur; (2) to develop and recommend to the Board a set of corporate governance guidelines, a code of business conduct and ethics and related policies applicable to MIC; (3) to monitor the Company’s compliance with corporate governance requirements of state and federal law and the rules and regulations of Nasdaq; and (4) to review the Board’s leadership structure, including positions of Chief Executive Officer, Executive Chairman and Independent Co-Chair of the Board. Under its charter, MIC’s nominating and governance committee also is responsible for overseeing the annual evaluation of the Board and its committees.

MIC’s Corporate Governance Guidelines and the charters of MIC’s audit, compensation, and nominating and governance committees, as well as MIC’s Code of Business Conduct and Ethics, insider trading policy and policy for complaints regarding accounting, internal accounting controls or auditing matters are posted on MIC’s website at www.mobileit.com and also may be obtained free of charge by writing to Mobile Infrastructure Corporation, 30 W. 4th Street Cincinnati, Ohio 45202.

Compensation Committee Interlocks and Insider Participation

None of MIC’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers who serve as a member of the Board or compensation committee.

Stock Ownership Guidelines

Our Board believes that our directors and executive officers should be stockholders and have a financial stake in MIC. Each non-employee director is required to own shares of common stock or common stock equivalents worth at least 4x the annual non-employee director compensation. Our Chief Executive Officer is required to own shares of our common stock or common stock equivalents worth at least 6x his or her base salary. Each of our other Named Executive Officers is required to own shares of our common stock or common stock equivalents worth at least 1.5x his or her base salary. All such individuals who are elected or appointed will have five years from the time they are elected or appointed to meet the minimum ownership requirements. For purposes of this stock ownership policy, “common stock equivalents” includes any membership interests of Mobile Infra Operating Company, LLC (the “Operating Company”) designated as “Common Units,” “LTIP Units” or “Performance Units” pursuant to the Limited Liability Company Agreement (the “Operating Agreement”) of the Operating Company (whether vested or unvested) held by such individuals. All of our current directors and named executive officers that are subject to these stock ownership policies are in compliance with them.

Corporate Governance Guidelines, Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and applicable standards. In addition, the Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of MIC’s Corporate Governance Guidelines and its Code of Ethics are posted on MIC’s website at www.mobileit.com. MIC intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Ethics on its website rather than by filing a Current Report on Form 8-K.

Insider Trading Policies and Procedures

The Company maintains an insider trading policy, which provides guidelines with respect to transactions in the securities of the Company and the handling of confidential information about the Company and the companies with which the Company does business. The Board has adopted the insider trading policy and procedures designed to promote compliance with insider trading laws, rules and regulations.

Employee, Officer and Director Hedging

MIC’s insider trading policy prohibits MIC’s officers, directors, and employees from hedging against potential changes in the value of our common stock such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds (also known as swap funds) or other derivative instruments related to MIC’s equity securities.

Board, committees, and stockholders meetings

During the period from January 1, 2025 to fiscal year ended December 31, 2025:

	●	our Board held eleven (11) meetings (including regularly scheduled and special meetings);

	●	our audit committee held five (5) meetings;

	●	our compensation committee held eight (8) meetings; and

	●	our nominating and governance committee held three (3) meetings.

Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served during the fiscal year ended December 31, 2025.

Although we do not have a formal policy regarding the attendance of our annual meetings of stockholders by the members of our Board, we encourage them to do so. At the MIC 2025 annual meeting held on June 18, 2025, five (5) members of the Board were present.

Director nominations process

The nominating and governance committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual meeting of stockholders, our nominating and governance committee considers the criteria set forth in the nominating and governance committee charter and our Corporate Governance Guidelines. Specifically, the nominating and governance committee and the Board consider director candidates based on a number of attributes, including:

	●	Established leadership reputation in his/her field;

	●	Reputation for good business judgment;

	●	Active in business or academia;

	●	Knowledge of business on a national/global basis;

	●	Meets high ethical standards;

	●	Commitment to regular Board/committee meeting attendance;

	●	Familiarity with the real estate business and parking facilities and related infrastructure; and

	●	Whether the candidate would contribute to the Board’s diversity of experience, profession, expertise, skill and background.

The nominating and governance committee also monitors the mix of skills, experience and background to assure that the Board has the necessary composition to effectively perform its oversight function. As listed above, diversity characteristics of the Board as a whole and of a particular candidate are one of several factors considered by the nominating and governance committee when evaluating director candidates. However, a candidate will neither be included nor excluded from consideration solely based on his or her diversity traits.

In determining whether to recommend a director for re-election, the nominating and governance committee may also consider the director’s past attendance at Board meetings and participation in and contributions to the activities of the Board. In connection with its annual recommendation of a slate of nominees, the nominating and governance committee also may assess the contributions of those directors recommended for re-election and other perceived needs of the Board.

In identifying prospective director candidates, the nominating and governance committee may consider recommendations from other members of the Board, management, stockholders, and other sources, including third-party recommendations. The nominating and governance committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The nominating and governance committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the nominating and governance committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

The nominating and governance committee will consider director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above.

Communications with the Board of Directors

Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors, or any specific individual director may do so by directing such correspondence to the attention of the Corporate Secretary, Mobile Infrastructure Corporation, W. 4^th Street Cincinnati, Ohio 45202. Following its clearance through normal security procedures, the Corporate Secretary will forward such communication to the pertinent director or directors, as appropriate. In that regard, the Board has requested that certain items unrelated to the duties and responsibilities of the Board should be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded.

Proposal 1 — Election of Directors

Our Board is currently composed of six (6) members. The six (6) persons named below, each of whom currently serves on our Board, have been recommended by our nominating and governance committee and nominated by our Board to serve on the Board until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. Each of the nominees has consented to being named in this proxy statement. In addition, the Board has determined that all of our directors, other than Stephanie Hogue, our President and Chief Executive Officer, and Manuel Chavez, III, our Executive Chairman, are independent under applicable SEC and Nasdaq rules.

Nominees

Our Board has nominated Stephanie Hogue, Manuel Chavez, III, David Garfinkle, Danica Holley, Damon Jones and Jeffrey Osher (collectively, the “Director Nominees”). For more information concerning the Director Nominees, see the section of this proxy statement entitled “Information about Director Nominees.”

The Board has no reason to believe that any of the Director Nominees will be unable, or will decline, to serve as a member of the Board if elected. However, in the event that a Director Nominee is unable or declines to serve as a director at the time of the Annual Meeting, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute or substitutes nominated by the Board, or the Board, on the recommendation of the nominating and governance committee, may reduce the size of the Board and number of nominees.

Vote required

The election of each of the Director Nominees requires a plurality of the votes cast. Abstentions and broker non-votes will have no effect on this proposal.

Board recommendation

The Board unanimously recommends a vote FOR the election of each of the Director Nominees.

Proposal 2 — RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The audit committee and the Board seek to have the stockholders ratify the audit committee’s appointment of Grant Thornton.

Although we are not required to seek stockholder approval of this appointment, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the appointment of Grant Thornton for ratification by stockholders as a matter of good corporate practice. If the appointment of Grant Thornton is not ratified by the stockholders, the audit committee will consider the vote of our stockholders and may appoint another independent registered public accounting firm or may decide to maintain its appointment of Grant Thornton.

Representatives of Grant Thornton will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

Fees paid to the independent registered public accounting firm

The following table sets forth the approximate aggregate fees billed to the Company by Grant Thornton during the fiscal years ended December 31, 2025 and December 31, 2024:

	Fiscal Year Ended		Fiscal Year Ended
Fee Category	December 31, 2025		December 31, 2024
Audit fees⁽¹⁾	$	400,000	$	—
Audit-related fees⁽²⁾	$	—	$	—
Tax fees	$	—	$	—
All other fees	$	—	$	—
Total Fees	$	400,000	$	—

(1)	Audit Fees. Audit fees consist of fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2)	Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Audit Committee policy on pre-approval of audit and permissible non-audit services of independent registered public accounting firm

Our audit committee pre-approves all audit and permissible non-audit services performed by our independent registered public accounting firm and audit engagement fees and terms in order to ensure that the provision of such services does not impair such accounting firm’s independence.

All audit, audit-related, tax, and other services were pre-approved by the audit committee, which concluded that the provision of such services by Grant Thornton was compatible with the firm’s independence in the conduct of its auditing functions. The audit committee has taken into consideration whether the provision of non-audit services by Grant Thornton is compatible with maintaining auditor independence. None of the services described above were approved pursuant to the de minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.

Vote required

Ratification of the appointment of Grant Thornton requires the affirmative vote of the holders of a majority of the votes cast. Abstentions will have no effect on the proposal. No broker non-votes are expected in connection with the proposal.

Board recommendation

The Board unanimously recommends a vote FOR the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

Proposal 3 — AMENDED AND RESTATED INCENTIVE AWARD PLAN

On April 10, 2026, our Board upon the recommendation of the compensation committee of the Board approved the amendment and restatement of the Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the “Prior Plan” and, as amended and restated, the “Amended and Restated Incentive Award Plan”), subject to approval by our stockholders. As more fully described below, if approved, the Amended and Restated Incentive Award Plan will increase the number of shares of common stock available for issuance by 3,000,000 (the “Share Reserve Increase”). The Amended and Restated Incentive Award Plan also makes certain other changes, as discussed in more detail below. The Amended and Restated Incentive Award Plan will not become effective if our stockholders do not approve it.

Reasons for the Amended and Restated Incentive Award Plan

The Board and the compensation committee have determined that it is in the best interests of the Company and its stockholders to approve the Amended and Restated Incentive Award Plan. In its determination to approve the Amended and Restated Incentive Award Plan, the Board reviewed an analysis prepared by Farient, which included an analysis of, among other things, burn rate, dilution, and the costs of the Prior Plan, including the estimated stockholder value transfer cost. Specifically, the Board considered that:

	●	The Company’s success is due to its talented workforce and its future success depends on the Company’s continued ability to attract and retain talented people. The ability to grant equity awards is a critical tool in the Company’s efforts to achieve these objectives.

	●	As of March 31, 2026, 214,358 shares of our common stock remain available for issuance under the Prior Plan.

	●	If the Amended and Restated Incentive Award Plan is not approved by the stockholders, awards will continue to be made under the Prior Plan as currently in effect to the extent shares are available. Based on estimated usage, the compensation committee anticipates depleting the shares currently available for issuance under the Prior Plan by fiscal year 2027.

	●	In order to continue to have an appropriate supply of shares for equity incentives to recruit, hire, and retain the talent required to successfully execute our plans, the Company will need to increase the number of shares available for issuance under the Prior Plan.

If the Amended and Restated Incentive Award Plan is approved by stockholders at the Annual Meeting, 3,000,000 shares of common stock plus the number of shares that remain available for issuance under the Prior Plan (which as of March 31, 2026, is 214,358 shares of common stock) will be reserved and available for future issuance under the Amended and Restated Incentive Award Plan. In light of the factors described above, the Board believes this number represents a reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors, and consultants to increase the value of the Company for all stockholders. If the Amended and Restated Incentive Award Plan is approved, the Share Reserve Increase is expected to provide the compensation committee with sufficient shares for our equity compensation program through fiscal year 2029.

In addition to the Share Reserve Increase described above, the Amended and Restated Incentive Award Plan (i) extends the term of the ten (10) year anniversary of Board approval of the Amended and Restated Incentive Award Plan and (ii) updates the Prior Plan for best practices and changes since 2023. The Amended and Restated Incentive Award Plan includes a number of features intended to protect the interests of our stockholders and further reinforce and promote alignment of interests between our employees and non-management directors with the interests of our stockholders, including:

●

Minimum vesting requirements. Awards are subject to a minimum vesting period of at least one year from the date of grant, with certain limited, market exceptions.

	●	Limit on non-management director awards. The Amended and Restated Incentive Award Plan provides that the aggregate value a non-management director may receive in any fiscal year, including both equity- and cash-based compensation, is $750,000.

	●	No dividends or dividend equivalents paid on unvested awards. Dividends and dividend equivalents are not payable until the underlying award vests.

	●	Comprehensive clawback policy. All awards granted under the Amended and Restated Incentive Award Plan (including time-based awards) are subject to the Company’s supplemental clawback policy.

Material Terms of the Amended and Restated Incentive Award Plan

The following is a summary of the material terms of the Amended and Restated Incentive Award Plan and is qualified in its entirety by reference to the full text of the Amended and Restated Incentive Award Plan attached hereto as Exhibit A.

Eligibility and Administration

Employees, consultants and directors of the Company, the Operating Company and the respective subsidiaries of MIC and the Operating Company are eligible to receive awards under the Amended and Restated Incentive Award Plan. The Amended and Restated Incentive Award Plan will be administered by the compensation committee of the Board, which may delegate its duties and responsibilities to another committee or subcommittee of the Board, subject to certain limitations that may be imposed under Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The Board administers the Amended and Restated Incentive Award Plan with respect to awards to non-employee directors. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended and Restated Incentive Award Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Amended and Restated Incentive Award Plan, including any vesting and vesting acceleration conditions.

Non-Management Director Compensation Limits.

Non-management directors are eligible to receive any type of award offered under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the aggregate value of compensation granted to a non-management director in any fiscal year, including both equity- and cash-based awards, may not exceed $750,000.

Minimum Vesting.

Equity-based incentive awards under the Amended and Restated Incentive Award Plan generally may not vest earlier than the one-year anniversary of the date of grant, subject to limited exceptions. Such exceptions include (1) awards granted to non-management directors that vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of the stockholders occurring at least 50 weeks after the prior year’s annual meeting, (2) awards assumed, converted, or substituted in connection with an acquisition, (3) shares delivered in lieu of fully-vested cash incentive awards, (4) awards accelerated upon death or disability, and (5) equity-based incentive awards granted by the plan administrator covering up to five percent (5%) of shares authorized for issuance under the Amended and Restated Incentive Award Plan.

Shares (or Profits Interest Units) Available for Awards

The aggregate number of shares of common stock (or Profits Interest Units (as described below)) that may be available for issuance under awards granted pursuant to the Amended and Restated Incentive Award Plan is 3,000,000 shares of common stock plus the number of shares that remain available for issuance under the Prior Plan (which as of March 31, 2026, is 214,358 shares of common stock) of which 487,500 shares of common stock (or Profits Interest Units) may only be issued under the Amended and Restated Incentive Award Plan subject to the following vesting conditions:

	●	243,750 of these shares of common stock (or Profits Interest Units) shall vest (if at all) at such time as (x) the aggregate volume-weighted average price per share of common stock for any five consecutive trading day period after August 25, 2023 (the “Closing Date”) equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), or (y) MIC (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of MIC’s (or its successor’s) stockholders having the right to exchange their shares of common stock for cash, securities or other property; provided that in the event that these shares of common stock (or Profits Interest Units) have not vested prior to December 31, 2026, then such shares (or Profits Interest Units) shall immediately be delivered to MIC for cancellation and for no consideration; and

	●	243,750 of these shares of common stock (or Profits Interest Units) shall vest (if at all) at such time as (x) the aggregate volume-weighted average price per share of common stock for any five consecutive trading day period after the Closing Date equals or exceeds $16.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), or (y) MIC (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of MIC’s (or its successor’s) stockholders having the right to exchange their shares of common stock for cash, securities or other property; provided that in the event that these shares of common stock (or Profits Interest Units) have not vested prior to December 31, 2028, then such shares (or Profits Interest Units) shall be delivered to MIC immediately for cancellation and for no consideration.

If an award under the Amended and Restated Incentive Award Plan described in the first paragraph of this section is forfeited, cancelled, expires or otherwise terminated for any reason (without having been exercised or payment having been made in respect to the entire award), then any shares of common stock (or Profits Interest Units) subject to such award may, to the extent of such forfeiture, cancellation, expiration or termination, be used again for new grants under the Amended and Restated Incentive Award Plan, and to the extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder, the shares of common stock may be issued as incentive stock options. However, the following shares may not be added to the shares of common stock (or Profits Interest Units) authorized for grant under the Amended and Restated Incentive Award Plan: (a) shares tendered or held back upon exercise of an option or settlement of an option, share appreciation right (“SAR”), or other award to cover the exercise price or tax withholding, (b) shares subject to a SAR that are not issued in connection with the share settlement of the SAR upon its exercise, and (c) shares repurchased by MIC using option exercise proceeds.

Awards granted under the Amended and Restated Incentive Award Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares of common stock (or Profits Interest Units) authorized for grant under the Amended and Restated Incentive Award Plan. There is no maximum number of shares of common stock (or Profits Interest Units) that may be subject to one or more awards granted to any one participant pursuant to the Amended and Restated Incentive Award Plan in any calendar year.

Types of Awards

The Amended and Restated Incentive Award Plan provides for the grant of stock options, including incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”), restricted shares, dividend equivalent awards, share payment awards, restricted stock units, performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs. Certain awards under the Amended and Restated Incentive Award Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards will generally be settled in shares of common stock, but the plan administrator may provide for settlement of any award in cash, shares of common stock, Profits Interest Units, or a combination thereof. A brief description of each award type follows.

	●	Stock Options. Stock options provide for the purchase of shares of common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

	●	Share Appreciation Rights. SARs entitle their holder, upon exercise, to receive from MIC an amount equal to the appreciation of the shares of common stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

	●	Restricted Shares, Restricted Stock Units and Performance Shares. Restricted shares are an award of nontransferable shares of common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Restricted stock units are contractual promises to deliver the shares of MIC common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares of common stock underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral, subject to Section 409A of the Code requirements. Performance shares are contractual rights to receive shares in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Conditions applicable to restricted stock, restricted stock units and performance shares may be based on continuing service with MIC or MIC’s affiliates, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

	●	Share Payments and Other Incentive Awards. Share payments are awards of fully vested shares of common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from the shares of common stock or value metrics related to the shares, and may remain forfeitable unless and until specified conditions are met.

	●	Profits Interest Units (including LTIP Units and Performance Units). Profits Interest Units are units of the Operating Company intended to constitute “profits interests” within the meaning of the relevant Internal Revenue Service guidance, which may ultimately be convertible into shares of common stock. Profit Interests Units may include LTIP Units and Performance Units, and are subject to the terms of the Operating Agreement.

	●	Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of common stock and may be granted alone or in tandem with awards other than stock options or SARs. Any such dividends or dividend equivalents will be subject to the same vesting provisions as the underlying award and will not be paid or distributed until the award becomes vested, in accordance with the Amended and Restated Incentive Award Plan and applicable law.

	●	Performance Share Awards. Performance awards include any of the awards that are granted subject to vesting based on the attainment of specified performance goals as determined by the plan administrator, and may include cash awards.

	●	Substitute Awards. Substitute awards are awards granted in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or share, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction. Substitute awards shall not reduce the shares authorized for issuance under the Amended and Restated Incentive Award Plan.

Certain Transactions

The plan administrator has broad discretion to equitably adjust the provisions of the Amended and Restated Incentive Award Plan, as well as the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with MIC’s stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended and Restated Incentive Award Plan and outstanding awards. In the event of a change in control (as defined in the Amended and Restated Incentive Award Plan), the surviving entity may assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity refuses to assume or substitute for all or some outstanding awards, then, in the discretion of the Board, all such awards may vest in full and be deemed exercised (as applicable) upon the closing of the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Repricing; Amendment and Termination of Amended and Restated Incentive Award Plan; Duration of Awards under the Amended and Restated Incentive Award Plan

The Board may amend or terminate the Amended and Restated Incentive Award Plan at any time; however, except in connection with certain changes in MIC’s capital structure, stockholder approval will be required for any amendment that increases the number of shares of common stock (or Profits Interest Units) available under the Amended and Restated Incentive Award Plan or the limit on awards to be issued to non-employee directors, “reprices” any stock option or SAR or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No award may be granted pursuant to the Amended and Restated Incentive Award Plan after April 10, 2036, the tenth anniversary of the date on which the Board approved the Amended and Restated Incentive Award Plan.

Foreign Participants, Transferability, and Forfeiture

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended and Restated Incentive Award Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended and Restated Incentive Award Plan, the plan administrator may, in its discretion, accept cash or check, shares of common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

The plan administrator may provide under the terms of an award or require the participant to agree by separate written or electronic instrument that if the participant at any time, or during a specified time period, (a) engages in any activity in competition with, MIC, the Operating Company or any of MIC’s subsidiaries, (b) engages in any action which is inimical, contrary or harmful to the interests of, MIC, the Operating Company or any of MIC’s subsidiaries, or (c) incurs a termination of service for “cause” (as such term is defined in the sole discretion of the plan administrator), then any proceeds, gains or other economic benefit actually or constructively received by the participant upon any receipt or exercise of the award, or upon the receipt or resale of any shares of common stock underlying the award, must be repaid to MIC, and the award shall terminate and any unexercised portion of the award (whether or not vested) shall be forfeited.

Prior Plan Benefits

Future awards under the Amended and Restated Incentive Award Plan will be granted in amounts and to individuals as determined by the MIC compensation committee in its sole discretion. The following table sets forth information with respect to restricted stock units and LTIPs (both vested and unvested), issued under the Prior Plan since its inception date through March 31, 2026.

Name and Position	Number of restricted stock units Granted		Number of LTIPs Granted
Named Executive Officers
Stephanie Hogue, President and Chief Executive Officer		757,066		—
Manuel Chavez, Executive Chairman		—		1,816,079
Paul Gohr, Chief Financial Officer		497,099		—
All Named Executive Officers, as a group		1,254,165		1,816,079
All non-executive officer employees as a group		190,415		—
Non-employee Directors
David Garfinkle		43,996		—
Danica Holley		39,387		—
Damon Jones		45,013		—
Jeffrey B. Osher		50,061		—
Former non-employee Directors		35,497		—
All non-employee Directors as a group		213,954		—
Total		1,658,534		1,816,079

Material U.S. Federal Income Tax Considerations

The following is a general summary under current law of the principal U.S. federal income tax consequences related to awards under the Amended and Restated Incentive Award Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

●

Non-Qualified Stock Options. If a participant is granted an NSO under the Amended and Restated Incentive Award Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the shares for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of the shares on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. MIC or the Operating Company (as applicable) and their respective subsidiaries generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

	●	*Incentive Stock Options*. A participant will generally not recognize taxable income upon grant or exercise of an ISO. However, the excess of the fair market value of the shares of MIC Common Stock received upon exercise over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and neither MIC, the Operating Company nor their respective subsidiaries will be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as a stock option that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the fair market value of the shares at the time of exercise over the exercise price (or if less, the amount realized in the disposition over the exercise price), with any remaining gain or loss being treated as capital gain or capital loss. Neither MIC, the Operating Company nor their respective subsidiaries generally are entitled to a U.S. federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

	●	*Other Awards*. The current U.S. federal income tax consequences of other awards authorized under the Amended and Restated Incentive Award Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate income recognition as of the date of grant through an election under Section 83(b) of the Code, in which case ordinary income is recognized on the date of grant in an amount equal to the excess of the fair market value of the shares on the date of grant over the price paid, if any); restricted stock units, dividend equivalents and other stock- or cash-based awards are generally subject to tax at the time of payment. MIC, the Operating Company or their respective subsidiaries (as applicable) generally should be entitled to a U.S. federal income tax deduction at the time and for the same amount as the particiapnt recognizes ordinary income.

Limitation on the Employer’s Compensation Deduction

Section 162(m) of the Code limits the deduction MIC may take for otherwise deductible compensation payable to certain of MIC’s executive officers to the extent the compensation paid to such an officer for the year exceeds $1,000,000.

Section 280G of the Code

Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. We do not provide tax gross-ups on income attributable to change in control and other executive arrangements.

Restricted Common Stock and Profits Interest Units (including LTIP Units and Performance Units); Section 83(b)

With respect to awards under the Amended and Restated Incentive Award Plan that are settled in shares of MIC Common Stock that are restricted as to transferability or subject to a substantial risk of forfeiture—absent a written election pursuant to Section 83(b) of the Code filed with the IRS within 30 days after the date of issuance of such shares pursuant to the award (a “Section 83(b) election”)—an individual will recognize ordinary income at the earlier of the time at which (a) the shares become transferable or (b) the restrictions that impose a substantial risk of forfeiture of such shares lapse, in an amount equal to the excess of the fair market value (on such date) of such shares over the price paid for the award, if any. If a Section 83(b) election is made, the individual will recognize ordinary income, as of the issuance date, in an amount equal to the excess of the fair market value of the common stock as of that date over the price paid for such award, if any.

LTIP Units are structured as “profits interests” for U.S. federal income tax purposes. The grant or vesting of LTIP Units does not produce an income tax deduction for us based on current U.S. federal income tax law. Depending on the terms of the applicable award agreement, a participant that holds LTIP Units generally will be required to take into account his or her distributive share of all items of income, gain, loss and deduction of the Operating Company regardless of whether the LTIP Units are restricted as to transferability or subject to a substantial risk of forfeiture. As profits interests, LTIP Units initially will not have full parity, on a per unit basis, with Common Units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP Units can over time achieve full parity with Common Units and therefore accrete to an economic value for the participant equivalent to Common Units. If such parity is achieved, LTIP Units may be converted, subject to the satisfaction of applicable vesting conditions, into Common Units, which in turn are redeemable by the holder for shares of MIC Common Stock or for the cash value of such shares, at MIC’s election. However, there are circumstances under which LTIP Units will not achieve parity with Common Units, and until such parity is reached, the value that a participant could realize for a given number of LTIP Units will be less than the value of an equal number of shares of MIC Common Stock and may be zero. Once the LTIP Units have been converted into Common Units and are exchanged for shares of MIC’s Common Stock or cash, it is expected that the participant will have income at the time of the exchange a substantial portion of which is expected to be taxed at capital gains rates and MIC may be entitled to a basis adjustment with respect to its interest in the Operating Company which may produce additional depreciation or other tax benefits.

Section 409A of the Code

Certain types of awards under the Amended and Restated Incentive Award Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the Amended and Restated Incentive Award Plan and awards granted under the Amended and Restated Incentive Award Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and Treasury Regulations and other interpretive guidance that may be issued under Section 409A of the Code.

Prior Plan

The following table provides information concerning outstanding equity awards under the Prior Plan as of December 31, 2025.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights⁽¹⁾		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders:		3,036,970	$	—		648,030
Equity compensation plans not approved by security holders:⁽²⁾		2,775,010	$	—		—
Total			$	—		648,030

(1)	The weighted average exercise price does not take into account common stock issuable upon the vesting of LTIPs, Performance Units and restricted stock units, which have no exercise price.

(2)	2,775,010 shares of common stock issuable in the event of the Company’s election to issue shares of common stock in lieu of cash payments upon redemption by the holders of Common Units issuable upon the conversion of outstanding LTIPs and Performance Units (the “Outstanding Awards”) granted prior to the consummation of the Merger. In connection with the Merger, the Company became a party to the Operating Agreement and may elect to issue shares of common stock in lieu of cash payment upon redemption by the holders of the Outstanding Awards.

Securities Registration

We intend to file a registration statement on Form S-8 with the SEC to cover the shares issuable under the Amended and Restated Incentive Award Plan.

Vote required

Approval of the Amended and Restated Incentive Award Plan requires the affirmative vote of the holders of a majority of the votes cast. Abstentions and broker non-votes will have no effect on this proposal.

Board recommendation

The Board unanimously recommends a vote FOR the approval of the Amended and Restated Incentive Award Plan.

Change In Accountants

On June 5, 2025, the audit committee of the Board dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm.

Deloitte’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal years and the subsequent interim period through June 5, 2025, there were no (i) disagreements as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instruction thereto, between the Company and Deloitte on any matter of accounting principles or practice, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with their reports or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for the material weaknesses in the Company’s internal control over financial reporting as of and for the year ended December 31, 2023, stemming from control deficiencies relating to: (i) the lack of appropriate segregation of duties within the accounting and finance groups and (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls.

Deloitte was provided with a copy of the disclosures made by the Company in response to Item 4.01 (the “Item 4.01 Disclosure”) in the Company’s Form 8-K filed with the SEC on June 11, 2025 (the “Auditor Change Form 8-K”), and requested that Deloitte furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to the Item 4.01 Disclosure and, if not, stating the respects in which it does not agree. A letter from Deloitte is filed as Exhibit 16.1 to the Auditor Change Form 8-K.

On June 5, 2025, the Audit Committee approved the engagement of Grant Thornton effective immediately as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2025.

During the Company’s two most recent fiscal years and the subsequent interim period through June 5, 2025, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding (A) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (B) any matter that was either (i) the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act), or (ii) a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

Audit Committee Report

The information contained under this “Audit Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference into any such filing.

In the performance of its oversight function, the audit committee of our Board has:

reviewed and discussed with management the Company’s annual audited financial statements for the fiscal year ended December 31, 2025;

discussed with Grant Thornton, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;

received from Grant Thornton the written disclosures and the letter required by applicable requirements of the PCAOB regarding Grant Thornton’s communication with the audit committee concerning independence; and

discussed with Grant Thornton its independence.

Based on the review and discussions referred to above, the audit committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

While the audit committee has the responsibilities set forth in its charter (including to monitor and oversee the audit processes), the audit committee does not have the duty to plan or conduct audits or to determine that the Company’s financial statements are complete, accurate, or in accordance with generally accepted accounting principles. The Company’s management and independent auditor have this responsibility.

This report is respectfully submitted by the members of the audit committee of the Board of Directors:

	Damon Jones*

	Danica Holley

	David Garfinkle (Chair)

*Damon Jones was appointed to the audit committee effective April 14, 2026.

Executive and Director Compensation

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and award talented and qualified executives who share our philosophy and desire to work towards achieving our goals.

We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation.

For the year ended December 31, 2025, our named executive officers (“NEOs”) were:

●

Stephanie Hogue, President, Chief Executive Officer, Treasurer, Corporate Secretary and Director;

●

Manuel Chavez, III, Executive Chairman; and

●

Paul Gohr, Chief Financial Officer.

Summary Compensation Table

The following “Summary Compensation Table” and footnotes summarize the total compensation of our named executive officers for the years ended December 31, 2025 and 2024.

Name and Principal Position	Fiscal Year	Salary($)			Bonus($)		Stock Awards ($)⁽¹⁾			Non-equity incentive plan compensation ($)					All Other Compensation ($)			Total ($)

Stephanie Hogue⁽²⁾	2025		519,230			—		766,622	⁽²⁰⁾		85,000					28,330	⁽³⁾	1,399,182
President, Chief Executive Officer, Treasurer and Corporate Secretary	2024		450,000			—		1,200,000	^(4)(20)		131,170					31,367	⁽⁵⁾	1,812,537
Manuel Chavez, III⁽⁶⁾	2025		—			—		3,243,082	^(7)(8)(9)		—					17,734	⁽¹⁰⁾	3,260,816
Executive Chairman	2024		—			—		2,889,094	^(9)(11)(12)		77,278	⁽¹³⁾				15,554	⁽¹⁴⁾	2,981,926
Paul Gohr	2025		307,500			—		399,997	⁽²⁰⁾		60,000					35,121	⁽¹⁵⁾	802,618
Chief Financial Officer	2024		178,846	(16)		—		460,726	^(17)(20)				54,953	⁽¹⁸⁾		21,100	⁽¹⁹⁾	715,625

(1)

The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic, Compensation—Stock Compensation. See Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the assumptions made by us in determining grant-date fair value of our equity awards.

(2)

During fiscal year 2024, Ms. Hogue served as our Chief Financial Officer from January 1, 2024 until May 15, 2024. Ms. Hogue resigned as our Chief Financial Officer on May 15, 2024. Ms. Hogue was appointed as our Chief Executive Office

SEC Form DEF 14A filed by Mobile Infrastructure Corporation