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BEEP on Nasdaq

Mobile Infrastructure Corp

Real estate company, listed on Nasdaq (BEEP)1

In its 2026 annual report the company says: “Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC under the ticker “BEEP. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities. The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.”4 It is headquartered in Cincinnati, Ohio.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBEEP on Nasdaq1
  • IndustryReal Estate1
  • HeadquartersCincinnati, Ohio1
  • Business address30 W. 4Th Street, Cincinnati, Oh 452022
  • Filer category, Emerging growth company2

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Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in the top 50 U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2025, we own 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet. We also own approximately 0.2 million square feet of commercial space adjace…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-61.1%Net margin5
-5.2%Revenue growth, 20255
-15.2%Return on equity5
1.40×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Base Rent Income brought in 84% of the revenue Mobile Infrastructure Corp broke down this way in fiscal 2025.

  1. Base Rent Income$5.4M584%down 13% from 2024
  2. Percentage Rent Income$1.1M516%down 64% from 2024
Products and services by year
Products and services20242025
Base Rent Income$6.2M$5.4M
Percentage Rent Income$3.0M$1.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$35.1M

Out of $35.1M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks100¢$4.0M

Out of $848.0K of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue675$35.1M in 2025+21% since 2022
0$10.0M$20.0M$30.0M$40.0M2022: $29.1M$29.1M20222023: $30.3M$30.3M2023+4%2024: $37.0M$37.0M2024+22%2025: $35.1M$35.1M2025−5%
Net income675-$21.4M in 2025+164% since 2022
-$30.0M-$20.0M-$10.0M02022: -$8.1M-$8.1M20222023: -$25.1M-$25.1M2023+209%2024: -$5.8M-$5.8M2024−77%2025: -$21.4M-$21.4M2025+272%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Managed property revenue$28.6M$27.8M
Total revenues$35.1M$37.0M
Property taxes$7.0M$7.3M
Property operating expense$7.4M$7.1M
Depreciation and amortization$10.6M$8.4M
General and administrative$8.0M$10.8M
Professional fees$1.6M$1.8M
Impairment$3.8M$157.0K
Total expenses$38.2M$35.5M
Interest expense, net-$19.0M-$13.8M
Loss on extinguishment of debt-$2.6M$0
(Loss) gain on sale of real estate-$124.0K$2.7M
Other income, net$256.0K$434.0K
Change in fair value of Earn-Out liability$935.0K$844.0K
Total other expense-$20.6M-$9.9M
Net loss-$23.7M-$8.4M
Net loss attributable to non-controlling interest-$2.3M-$2.6M
Net loss attributable to Mobile Infrastructure Corporations stockholders-$21.4M-$5.8M
Net loss attributable to Mobile Infrastructure Corporations common stockholders-$22.4M-$7.5M
Net loss per share attributable to Mobile Infrastructure Corporations common stockholders - basic and diluted (in dollars per share)-$0.55-$0.24
Weighted average common shares outstanding, basic and diluted (in shares)40.5M shares32.0M shares

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Corporate structure

Mobile Infrastructure Corp sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Mobile Infrastructure Corp

  • Mobile Infrastructure Corp Cincinnati, Ohio
    • MVP St. Louis Subsidiary · Washington, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Mobile Infrastructure Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land and buildings$150.6M5 Dec 31, 2025$157.9M5 Dec 31, 2024−4.7%
Construction in progress$87.0K5 Dec 31, 2025$13.0K5 Dec 31, 2024+569.2%
Operating-lease assets (leased space)$300.0K5 Dec 31, 2025$300.0K7 Dec 31, 20240%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$362.1M5 Dec 31, 2025$389.7M5 Dec 31, 2024−7.1%
Real estate investments, at cost$427.7M7 Dec 31, 2024$432.7M7 Dec 31, 2023−1.1%
Real estate accumulated depreciation$38.9M5 Dec 31, 2025$38.0M5 Dec 31, 2024+2.2%
Area of real estate4.7 million sq ft5 Dec 31, 20255.2 million sq ft7 Dec 31, 2024−9.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.3M5 Dec 31, 2025$10.7M5 Dec 31, 2024−21.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$5.7M5 Dec 31, 2025$10.1M5 Dec 31, 2024−43.2%
Accumulated amortization$2.3M5 Dec 31, 2025$3.6M5 Dec 31, 2024−35.2%

Properties, in its own words

Our headquarters are located at 30 W. 4th Street, Cincinnati, Ohio 45202. We believe that our current facilities are adequate to meet our ongoing needs and that suitable additional alternative spaces will be available in the future on commercially reasonable terms.

As of December 31, 2025, we owned 36 parking facilities in 19 separate markets throughout the United States, with a total of approximately 13,500 parking spaces and approximately 4.7 million square feet. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.

The rest of Item 2

The following table sets forth the property name, location and other information with respect to the parking facilities we owned as of December 31, 2025:

Property Name · Location · Property Type · Number of Spaces · Property Size (Square Feet)

Bricktown Garage · Oklahoma City, OK · Garage · 555 · 206,598

Lafayette Square Garage · Bridgeport, CT · Garage · 878 · 232,964

River East Garage · Chicago, IL · Garage · 1,154 · 473,522

Mabley Place Garage · Cincinnati, OH · Garage · 772 · 353,700

1W7 Garage · Cincinnati, OH · Garage · 765 · 314,749

222W7 Garage · Cincinnati, OH · Garage · 1,625 · 531,000

Union & Archer Lot · Cleveland, OH · Surface Lot · 260 · 94,252

Crown Colony Lot · Cleveland, OH · Surface Lot · 82 · 23,460

IMG Garage · Cleveland, OH · Garage · 471 · 294,361

Residence Inn Garage · Denver, CO · Garage · 450 · 177,650

RenCen Garage · Detroit, MI · Garage · 1,273 · 382,470

Taylor St Garage · Fort Worth, TX · Garage · 1,013 · 372,171

Marks Garage · Honolulu, HI · Garage · 308 · 150,810

Saks Garage · Houston, TX · Garage · 265 · 90,750

Preston Lot · Houston, TX · Surface Lot · 46 · 10,000

San Jacinto · Houston, TX · Surface Lot · 85 · 28,326

Houston Preferred (1) · Houston, TX · Garage/Lot · 528 · 140,115

City Park Garage · Indianapolis, IN · Garage · 354 · 20,473

Heyburn Lot · Louisville, KY · Surface Lot · 165 · 54,450

Poplar Lot · Memphis, TN · Surface Lot · 125 · 37,563

Chase Garage · Miami, FL · Garage · 118 · 36,129

Old World Lot · Milwaukee, WI · Surface Lot · 54 · 11,250

Wells Lot · Milwaukee, WI · Surface Lot · 148 · 43,580

Clybourn Lot · Milwaukee, WI · Surface Lot · 15 · 2,400

Arena Lot · Milwaukee, WI · Surface Lot · 75 · 48,344

Ramada Lot · Minneapolis, MN · Surface Lot · 185 · 71,737

Orpheum Lot · Minneapolis, MN · Surface Lot · 270 · 86,283

White Front Garage · Nashville, TN · Garage · 155 · 44,944

Rampart Lot · New Orleans, LA · Surface Lot · 77 · 27,105

Shoe Lot · St. Louis, MO · Surface Lot · 180 · 53,153

Washington Lot · St. Louis, MO · Surface Lot · 63 · 16,919

Broadway Lot · St. Louis, MO · Surface Lot · 146 · 41,948

7th & Cerre Lot · St. Louis, MO · Surface Lot · 149 · 46,056

Cardinal Lot · St. Louis, MO · Surface Lot · 376 · 114,424

Holiday Inn Garage · St. Paul, MN · Garage · 285 · 101,568

(1) · Houston Preferred includes 2 properties.

Item 2 of the 10-K filed Mar 5, 2026.4

Leadership

Who has led Mobile Infrastructure Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Manuel Chavez Iii.2023–2025
  2. Stephanie Hogue2025–now

President

  1. Stephanie Hogue2023–now

Chief financial officer

  1. Andriy Mykhaylovskyy2021
  2. Stephanie Hogue2023–2024
  3. Paul M. Gohr2024–now
2025
Board members and other officers (14)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • MVP St. Louis Washington, LLC3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Fifth Wall Acquisition Corp. IIIMar 10, 2021 to Aug 14, 20232

Timeline

  1. Sep 23, 20268-K Entered a material agreement; New debt or obligation; Other events27
  2. Aug 18, 20268-K Other events28
  3. Aug 11, 20268-K Results of operations; Regulation FD disclosure29
  4. Aug 6, 20268-K Regulation FD disclosure30
  5. Jul 23, 20268-K Other events31
  6. Jun 30, 20268-K Entered a material agreement; New debt or obligation32
  7. Jun 29, 20268-K Other events33
  8. Jun 18, 20268-K Executive or director change; Shareholder vote34
  9. May 26, 20268-K Other events35
  10. May 12, 20268-K Results of operations; Regulation FD disclosure36
  11. Apr 27, 20268-K Other events37
  12. Mar 25, 20268-K Entered a material agreement; New debt or obligation; Other events38
  13. Nov 20, 2025New chief executive Stephanie Hogue becomes CEO11
  14. Aug 28, 2023New chief executive Manuel Chavez Iii. becomes CEO12

Calendar

Coming up

  1. Nov 10, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.09) a share, on Nov 10, 2025.39

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results29
  2. May 12, 2026Reported quarterly or annual results36
  3. Mar 2, 2026Reported quarterly or annual results40
  4. Nov 10, 2025Reported quarterly or annual results41
  5. Aug 12, 2025Reported quarterly or annual results42
  6. May 12, 2025Reported quarterly or annual results43
  7. Mar 10, 2025Reported quarterly or annual results44
  8. Nov 13, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

308 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 63 major events, 106 insider forms, 24 large holders, 94 other. The latest 20:

  1. Oct 8, 2026424B3 EDGAR
  2. Sep 23, 20268-K EDGAR
  3. Aug 20, 20264 EDGAR
  4. Aug 20, 20264 EDGAR
  5. Aug 20, 20264 EDGAR
  6. Aug 20, 20264 EDGAR
  7. Aug 18, 20268-K EDGAR
  8. Aug 11, 20268-K EDGAR
  9. Aug 11, 202610-Q EDGAR
  10. Aug 6, 20268-K EDGAR
  11. Aug 4, 2026SCHEDULE 13D EDGAR
  12. Jul 23, 20268-K EDGAR
  13. Jun 30, 20268-K EDGAR
  14. Jun 29, 20268-K EDGAR
  15. Jun 18, 2026S-8 EDGAR
  16. Jun 18, 20268-K EDGAR
  17. May 26, 20268-K EDGAR
  18. May 12, 20268-K EDGAR
  19. May 12, 202610-Q EDGAR
  20. Apr 27, 20268-K EDGAR

The 308 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

33 open-market trades by officers, directors and large owners since October 2021: 33 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 29, 2025GARFINKLE DAVIDDirectorBuy2,580$3.83$9.9KForm 4
Dec 10, 2024Holley DanicaDirectorBuy15,483$3.16$48.9KForm 4
Jun 14, 2024Osher JeffreyDirectorBuy5,983$3.30$19.7KForm 4
Jun 4, 2024Osher JeffreyDirectorBuy6,607$3.40$22.5KForm 4
Jun 3, 2024Osher JeffreyDirectorBuy1,225$3.38$4.1KForm 4
May 31, 2024Osher JeffreyDirectorBuy7,305$3.38$24.7KForm 4
May 30, 2024Osher JeffreyDirectorBuy6,706$3.38$22.7KForm 4
May 29, 2024Osher JeffreyDirectorBuy15,223$3.40$51.8KForm 4
May 28, 2024GARFINKLE DAVIDDirectorBuy4,100$3.35$13.7KForm 4
May 28, 2024Osher JeffreyDirectorBuy16,951$3.39$57.5KForm 4
May 24, 2024Chavez Manuel IIICEOBuy8,566$3.49$29.9KForm 4
May 24, 2024GARFINKLE DAVIDDirectorBuy4,800$3.40$16.3KForm 4
May 23, 2024GARFINKLE DAVIDDirectorBuy5,800$3.45$20.0KForm 4
May 23, 2024Chavez Manuel IIICEOBuy5,961$3.48$20.7KForm 4
May 22, 2024Chavez Manuel IIICEOBuy27$3.50$94Form 4
May 20, 2024Chavez Manuel IIICEOBuy9,375$3.49$32.7KForm 4
May 17, 2024Chavez Manuel IIICEOBuy1,183$3.49$4.1KForm 4
May 9, 2024Chavez Manuel IIICEOBuy473$3.50$1.7KForm 4
May 8, 2024Chavez Manuel IIICEOBuy814$3.50$2.8KForm 4
May 7, 2024Chavez Manuel IIICEOBuy24$3.50$84Form 4

All 33 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Manuel ChavezIII49$3.2M$3.3M55
2025Stephanie Hogue47$519.2K$1.4M55
2025Paul Gohr44$307.5K$802.6K55
2024Executive Chairman$2.9M$3.0M55
2024PresidentChief Executive Officer, Treasurer and Corporate Secretary$450.0K$1.8M55
2024Chief Financial Officer$178.8K$715.6K55

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 58. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
No Street GP LP24,296,528$33.5M2.0%No change
Vinva Investment Management Ltd76,955$13.4M0.1%New
Vanguard Capital Management LLC516,270$712.5K0.0%+12,950
Geode Capital Management, LLC234,186$323.5K0.0%−186,500
BlackRock, Inc.135,041$186.4K0.0%−487,497
Millennium Management LLC112,528$155.3K0.0%New
First Manhattan Co. Llc.102,300$141.2K0.0%−5,750
Vanguard Fiduciary Trust Co85,947$118.6K0.0%−4,313
Cresset Asset Management, LLC85,240$117.6K0.0%No change
Bridgeway Capital Management, LLC70,000$96.6K0.0%New
Jane Street Group, LLC54,899$75.8K0.0%New
Goldman Sachs Group Inc47,736$65.9K0.0%+28,957
Concorde Asset Management, LLC45,941$63.4K0.0%−783
Quadrant Capital Group LLC45,005$62.1K0.0%−112,793
Citadel Advisors LLC37,170$51.3K0.0%+20,111
Northern Trust Corp36,596$50.5K0.0%−73,831
Compound Planning, Inc.34,064$47.0K0.0%+1
Ausdal Financial Partners, Inc.33,760$46.6K0.0%−4,458
Susquehanna International Group, Llp28,566$39.4K0.0%New
Aqr Capital Management LLC24,589$33.9K0.0%New
Morgan Stanley22,398$30.9K0.0%+16,014
Qube Research & Technologies Ltd20,197$27.9K0.0%New
State Street Corp18,159$25.1K0.0%−119,051
Prevail Innovative Wealth Advisors, LLC17,329$23.9K0.0%No change
Focus Partners Wealth16,167$22.3K0.0%+93

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 17, 2025Bernie MorenoRepublican, SenateSale$15,001 - $50,000+69.2%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Mobile Infrastructure Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMobile Infrastructure Corp1
  • CIK0001847874
  • Employer ID (EIN)32-07773564
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address30 W. 4Th Street, Cincinnati, OH 452021
  • Phone(513) 834-51101
  • Shares outstanding41,300,000 as of Aug 1, 202610
  • Public float$73.8M as of Jun 30, 20254
  • AuditorGRANT THORNTON LLP, Cincinnati, Ohio PCAOB ID 248; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMar 10, 20211
  • Filings347 in all: 4 (96), 8-K (64), 424B3 (30), 3 (21), 10-Q (17), CORRESP (16), 425 (10), SC 13G/A (10)1
    All 40 form types

    UPLOAD (10), SC 13D/A (6), SC 13G (6), 10-K (5), EFFECT (5), DEF 14A (4), DEFA14A (4), S-1/A (4), S-4/A (4), 8-A12B (3), ARS (3), CERT (3), 25 (2), 4/A (2), 8-K/A (2), S-11/A (2), S-8 (2), SC 13D (2), 10-Q/A (1), 424B4 (1), DRS (1), DRS/A (1), NT 10-K (1), POS AM (1), PRE 14A (1), PRER14A (1), S-1 (1), S-11 (1), S-3 (1), S-4 (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Sep 23, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareBEEPNasdaq

From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Mobile Infrastructure Corp names in Item 1A of its 10-K filed Mar 5, 2026: 46 risks under these headings, as written.4

  • Risks Related to Our Business
  • Risks Related to Financial, Tax and Accounting Issues
  • Risks Related to Our Indebtedness and Certain Other Obligations
  • Risks Related to Legal and Regulatory Matters
  • Risks Related to Ownership of Our Securities
  • Risks Related to Our Organizational Structure and Our Constituent Documents and Policies
  • We have a limited operating history and a history of losses, and we may not be able to achieve or sustain profitability in the future.
  • We depend on our management team. The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business.
  • A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.
  • The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that could impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business.
  • Mr. Osher, a member of our Board, currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions.
  • Ms. Hogue, our President, Chief Executive Officer and a member of our Board, Mr. Chavez, the Executive Chairman of our Board and Mr. Osher, a member of our Board, face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.
The other 40 risks
  • Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
  • We may be unable to grow our business by acquisitions of additional parking facilities.
  • Our parking facilities face intense competition, which may adversely affect rental and fee income.
  • The operations of a large number of our properties in our portfolio are currently concentrated with two operators.
  • Our business model relies on third-party tenant operators, and our financial performance depends on their ability to successfully operate our properties.
  • Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings.
  • We require scale to improve cash flow and earnings for stockholders.
  • Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.
  • Climate change may have a long-term impact on our business.
  • Uninsured losses or premiums for insurance coverage relating to real property may adversely affect investor returns.
  • Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.
  • Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to.
  • We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan.
  • If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence.
  • We may face litigation and other risks as a result of the previously identified material weakness in our internal control over financial reporting.
  • We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
  • We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
  • Our ability to use net operating loss carryforwards and certain other tax attributes may be limited.
  • We utilize significant debt, and we may incur additional debt. The Line of Credit matures on March 31, 2026.
  • Our debt agreements contain restrictive covenants, and failure to comply with these covenants could result in events of default and acceleration of our indebtedness.
  • We may be required to take write-downs or write-offs, restructuring and impairment or other charges.
  • Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.
  • Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.
  • We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make its common stock less attractive to investors.
  • The market price and trading volume of the shares of our Common Stock may fluctuate significantly.
  • Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock.
  • We are a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If we rely on these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline.
  • If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
  • Our stockholders’ interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment; our stockholders’ interests also will be diluted by exercises and conversions of Common Units and Preferred Stock.
  • We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.
  • We may be unable to maintain the continued listing requirements of Nasdaq.
  • Future offerings of debt, which would be senior to the Common Stock upon liquidation, and/or preferred equity securities, which may be senior to the Common Stock for purposes of distributions or upon liquidation, may adversely affect the market price of the Common Stock.
  • We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
  • We may change our operational, financing and investment policies without stockholder approval.
  • Ownership limitations and certain provisions in the Charter, as well as certain provisions of Maryland law, may deter, delay or prevent a change in control or acquisition proposals.
  • The Bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees, if any, and could discourage lawsuits against us and our directors, officers and employees, if any.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited.
  • Conflicts of interest exist or could arise in the future with the Operating Company or its members.

Legal proceedings

The nature of our business exposes our properties, the Company, the Operating Company, and our other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted below or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

Refer to Note 15 — Commitments and Contingencies in Part II, Item 8 Notes to the Consolidated Financial Statements of this Annual Report, which information is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.4

Sources

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