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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 22, 2026
MOBILE
INFRASTRUCTURE CORPORATION
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-40415 |
|
32-0777356 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
30
W. 4th Street
Cincinnati,
Ohio |
|
45202 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (513) 834-5110
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
BEEP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 | Entry
into a Material Definitive Agreement. |
On
September 22, 2026, Mobile Infrastructure Corporation (the “Company”) entered into a Fifth Amendment to Credit Agreement
(the “Fifth Amendment”) with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd., which amends
the terms of that certain Credit Agreement, dated as of September 11, 2024, as amended by that certain First Amendment to Credit Agreement,
dated as of September 5, 2025, that certain Second Amendment to Credit Agreement, dated as of December 22, 2025, that certain Third Amendment
to Credit Agreement, dated as of March 24, 2026 and that certain Fourth Amendment to Credit Agreement, dated as of June 29, 2026 (as
amended, the “Credit Agreement”), to extend the maturity date of the Credit Agreement from September 30, 2026 to December
31, 2026.
Mr.
Jeffrey Osher, co-chair of the Company’s board of directors (the “Board”), is the managing member of No Street
Capital LLC, which serves as the investment manager of Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. Accordingly,
the Amendment constitutes a related party transaction for the Company pursuant to Item 404 of Regulation S-K.
The
foregoing description of the Fifth Amendment is not intended to be complete and is qualified in its entirety by reference to the Fifth
Amendment attached as Exhibit 10.1 hereto.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
The
information contained in the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 2.03.
Payment
of Preferred Stock Dividends
On
September 22, 2026, the Board authorized and the Company declared the payment of monthly dividends on (i) the shares of Series A Preferred
Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company, which
will be paid at a rate of $4.791 per share on or about October 12, 2026 (the “Payment
Date”) and (ii) the shares of Series 1 Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred Stock”),
of the Company, which will be paid at a rate of $4.583 per
share on or about the Payment Date (collectively, the “September Dividend”). The September Dividend will be
payable to the respective holders of record of the Series A Preferred Stock and the Series 1 Preferred Stock as of the close of business
on September 27, 2026 and September 24, 2026, respectively.
The
declaration and payment of future dividends is subject to the Board’s discretion and will be determined by the Board based on the
Company’s financial condition, applicable law and such other considerations as the Board deems relevant.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Fifth Amendment to Credit Agreement dated September 22, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MOBILE
INFRASTRUCTURE CORPORATION |
| |
|
|
| Date:
September 23, 2026 |
By: |
/s/
Stephanie Hogue |
| |
Name: |
Stephanie
Hogue |
| |
Title: |
President
and Chief Executive Officer |
