Bombe explores taking Mobile Infrastructure Corp (NYSE: BEEP) private

Rhea-AI Filing Summary

Mobile Infrastructure Corp received a preliminary, non-binding indication of interest from Bombe Asset Management on July 31, 2026 for a potential take-private transaction. The proposal’s structure and purchase price are not yet determined and it remains open until 5:00 p.m. Eastern Time on August 12, 2026, unless extended or withdrawn.

Reporting persons Manuel Chavez, III, the issuer’s Executive Chairman, and Stephanie Hogue, its President and CEO, beneficially own 867,337 shares (about 2.1%) and 848,594 shares (about 2.0%) of common stock, respectively, based on 41,192,464 shares outstanding as of March 31, 2026. Their stakes include 382,978 warrants held through Bombe entities. Each ceased to be a beneficial owner of more than five percent of the common stock on June 17, 2025. Any completed transaction could involve additional share acquisitions, board or management changes, capital structure changes, Nasdaq delisting, or deregistration, and the reporting persons reserve the right to modify or withdraw their proposal.

Key Figures

Beneficial ownership – Manuel Chavez: 867,337 shares of Common Stock (2.1%) Beneficial ownership – Stephanie Hogue: 848,594 shares of Common Stock (2.0%) Shares outstanding: 41,192,464 shares of Common Stock +4 more

7 metrics

Beneficial ownership – Manuel Chavez 867,337 shares of Common Stock (2.1%) Based on 41,192,464 shares of Common Stock outstanding as of March 31, 2026

Beneficial ownership – Stephanie Hogue 848,594 shares of Common Stock (2.0%) Based on 41,192,464 shares of Common Stock outstanding as of March 31, 2026

Shares outstanding 41,192,464 shares of Common Stock Shares outstanding as of March 31, 2026, per definitive proxy statement

Warrants included in ownership 382,978 Warrants Shares issuable upon exercise included in each reporting person’s beneficial ownership

Shared voting and dispositive power 725,337 shares of Common Stock Shares over which each reporting person reports shared voting and dispositive power

Proposal expiration 5:00 p.m. Eastern Time on August 12, 2026 Deadline for Bombe’s preliminary indication of interest to remain open, unless extended or withdrawn

Date ceased being >5% beneficial owners June 17, 2025 Each reporting person no longer beneficially owned more than five percent of Common Stock

Key Terms

beneficially owned, Non-Binding Indication of Interest, take-private transaction, dispositive power, +2 more

6 terms

beneficially owned financial

"shares of Common Stock beneficially owned by each Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Non-Binding Indication of Interest financial

"99.1 Non-Binding Indication of Interest, dated July 31, 2026"

A non-binding indication of interest is a preliminary, informal statement from a potential buyer or investor saying they would consider making an offer, subject to further review and final contracts. It matters to investors because it signals real market interest and can move prices or shape expectations about a possible deal, while not guaranteeing that any transaction will actually happen.

take-private transaction financial

"regarding a potential take-private transaction involving the Issuer"

A take-private transaction is when one party buys enough shares of a publicly traded company to remove it from the stock market and make it privately owned. For investors this matters because buyers typically offer a cash premium to persuade shareholders to sell, after which shares stop trading publicly and liquidity and public oversight decrease — similar to buying out co-owners of a shared property so it becomes a single-owner house.

dispositive power financial

"sole power to dispose or to direct the disposition"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Uniform Gift to Minors Act regulatory

"accounts for the benefit of Ms. Hogue's children under the Uniform Gift to Minors Act"

Warrants financial

"shares of Common Stock issuable upon the exercise of 382,978 Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 09:00 PM Accepted by SEC EDGAR 08/04/2026 - 09:00 PM Learn about SEC filing dates

FAQ

What potential transaction involving Mobile Infrastructure Corp (BEEP) is Bombe Asset Management considering?

Bombe Asset Management has delivered a preliminary, non-binding indication of interest for a potential take-private transaction involving Mobile Infrastructure Corp. The proposal leaves structure and purchase price open and remains valid until 5:00 p.m. Eastern Time on August 12, 2026, unless extended or withdrawn.

How much of BEEP do Manuel Chavez III and Stephanie Hogue beneficially own?

Manuel Chavez, III beneficially owns 867,337 shares of Mobile Infrastructure common stock, about 2.1% of shares outstanding. Stephanie Hogue beneficially owns 848,594 shares, about 2.0%, including 382,978 warrants and 548 shares held for her children under the Uniform Gift to Minors Act.

Are Chavez and Hogue still more-than-5% beneficial owners of BEEP?

No. Each of Manuel Chavez, III and Stephanie Hogue ceased to be a beneficial owner of more than 5% of Mobile Infrastructure’s common stock on June 17, 2025. Their current disclosure is characterized as a final amendment and exit statement with respect to each reporting person.

What voting and dispositive powers over BEEP shares do the reporting persons have?

Manuel Chavez, III reports sole voting and dispositive power over 142,000 shares and shared power over 725,337 shares. Stephanie Hogue reports sole voting and dispositive power over 123,257 shares and the same 725,337 shares subject to shared voting and dispositive power.

Could the proposed Bombe transaction affect BEEP’s Nasdaq listing and registration?

If consummated, the proposed transaction could involve delisting Mobile Infrastructure’s common stock from The Nasdaq Stock Market and termination of registration under the Exchange Act, as well as potential changes to the board, management, capitalization, or dividend policy.

What BEEP-related warrants and affiliated holdings are tied to Manuel Chavez III and Stephanie Hogue?

Each reporting person’s beneficial ownership includes 382,978 shares issuable upon exercise of 382,978 warrants. Of these holdings, 42,631 shares and all warrants are held by Bombe, and 299,728 additional shares are held by Bombe Pref and attributed to both individuals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Mobile Infrastructure Corp

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

60739N101

(CUSIP Number)

Manuel Chavez, III
30 W. 4th Street,
Cincinnati, OH, 45202
(513) 834-5110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 60739N101

1

Name of reporting person

Manuel Chavez, III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 142,000.00
8	Shared Voting Power 725,337.00
9	Sole Dispositive Power 142,000.00
10	Shared Dispositive Power 725,337.00

11

Aggregate amount beneficially owned by each reporting person

867,337.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5

SCHEDULE 13D

CUSIP Number(s): 60739N101

1

Name of reporting person

Stephanie Hogue

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 123,257.00
8	Shared Voting Power 725,337.00
9	Sole Dispositive Power 123,257.00
10	Shared Dispositive Power 725,337.00

11

Aggregate amount beneficially owned by each reporting person

848,594.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Mobile Infrastructure Corp
(c)	Address of Issuer's Principal Executive Offices: 30 W. 4th Street, Cincinnati, OHIO , 45202.
Item 1 Comment: Explanatory Note: This Schedule 13D (this "Statement") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Mobile Infrastructure Corporation, a Maryland corporation (the "Issuer"). This Statement is being filed jointly by Manuel Chavez, III and Stephanie Hogue (each, a "Reporting Person" and, collectively, the "Reporting Persons"). Each Reporting Person was among the persons named as a reporting person in the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 6, 2023, as amended by Amendment No. 1 filed on November 3, 2023, Amendment No. 2 filed on July 29, 2024, Amendment No. 3 filed on September 13, 2024, Amendment No. 4 filed on October 7, 2024, Amendment No. 5 filed on November 25, 2024 and Amendment No. 6 filed on June 17, 2025 (as so amended, the "Prior Schedule 13D"). This Statement is being filed in lieu of an amendment to the Prior Schedule 13D and amends and supplements the Prior Schedule 13D solely with respect to the Reporting Persons. No other person named as a reporting person in the Prior Schedule 13D is a party to this Statement, and this Statement does not amend, supplement or update the Prior Schedule 13D with respect to any such person. To the extent any disclosure in the Prior Schedule 13D concerning either Reporting Person is inconsistent with the disclosure in this Statement, the disclosure in this Statement supersedes such prior disclosure solely with respect to that Reporting Person. Except as specifically amended and supplemented by this Statement, the disclosure in the Prior Schedule 13D concerning the Reporting Persons remains unchanged. Capitalized terms used but not defined in this Statement have the meanings ascribed to them in the Prior Schedule 13D. Amendment No. 6 to Prior Schedule 13D reported that, following the Distribution, as described therein, Manuel Chavez, III and Stephanie Hogue beneficially owned approximately 2.0% and 1.81%, respectively, of the outstanding Common Stock immediately following the Distribution. As of the date of this Statement, each of Mr. Chavez and Ms. Hogue individually, and their holdings in the aggregate on a non-duplicative basis, continue to represent less than five percent of the outstanding Common Stock. The Reporting Persons are filing this Statement (i) to disclose the matters set forth in Item 4 and (ii) to state expressly that each Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on June 17, 2025. This Statement constitutes the final amendment to the Prior Schedule 13D and an exit filing with respect to each Reporting Person. Effective upon the filing of this Statement, the Reporting Persons are withdrawing from the Joint Filing Agreement dated September 5, 2023 relating to the Prior Schedule 13D. The Reporting Persons are filing this Statement jointly pursuant to the Joint Filing Agreement filed as Exhibit 99.2 to this Statement.
Item 2.	Identity and Background
(a)	The information set forth in Item 2 of the Prior Schedule 13D is incorporated herein by reference and is amended and supplemented as follows: The Reporting Persons are Manuel Chavez, III and Stephanie Hogue.
(b)	The business address of each Reporting Person is 30 W. 4th Street, Cincinnati, Ohio 45202.
(c)	Mr. Chavez is the Executive Chairman of the Issuer. Ms. Hogue is the President, Chief Executive Officer, Treasurer, Corporate Secretary and a director of the Issuer. The principal business address at which each Reporting Person conducts such occupations is 30 W. 4th Street, Cincinnati, Ohio 45202.
(d)	During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order of the type described in Item 2(e) of Schedule 13D.
(e)	During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order of the type described in Item 2(e) of Schedule 13D.
(f)	Each Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Prior Schedule 13D is hereby amended and supplemented by the addition of the following: the information in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Prior Schedule 13D is hereby amended and supplemented as follows: On July 31, 2026, Bombe Asset Management, LLC, a Delaware limited liability company ("Bombe"), delivered to the board of directors of the Issuer (the "Board") a preliminary, non-binding indication of interest (the "Proposal Letter") regarding a potential take-private transaction involving the Issuer (the "Proposed Transaction"). The Proposal Letter is filed as Exhibit 99.1 to this Statement and is incorporated by reference into this Item 4 in its entirety. Mr. Chavez is the founder and managing partner of Bombe and has been its chief executive officer since 2017. Ms. Hogue has been a managing partner of Bombe since 2020. Bombe has not predetermined the structure of the Proposed Transaction or an exact purchase price. Certain stockholders, directors, officers or members of management may be offered an opportunity to participate in rollover or similar arrangements. The Proposal Letter remains open for acceptance until 5:00 p.m. Eastern Time on August 12, 2026, unless extended or withdrawn in writing by Bombe. If consummated, the Proposed Transaction could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including the acquisition of additional Common Stock by the Reporting Persons, Bombe or their affiliates; an extraordinary corporate transaction; changes to the Board or management; changes in capitalization or dividend policy; delisting of the Common Stock from The Nasdaq Stock Market; and termination of registration of the Common Stock under the Exchange Act. The Reporting Persons and Bombe may modify, withdraw or terminate the Proposal Letter, may propose different terms or structures and reserve the right to take any action permitted by law. Except as described in this Statement and the Proposal Letter, the Reporting Persons do not presently have any plans or proposals that relate to or would result in any of the matters listed in clauses (a) through (j) of Item 4, although they may formulate such plans or proposals in the future.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is based on 41,192,464 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's definitive proxy statement filed with the SEC on April 23, 2026. The amount beneficially owned by each Reporting Person does not include shares of Common Stock that may be issued upon redemption of Common Units (including Common Units which such person may acquire upon the vesting and conversion to Common Units of outstanding Performance Units and LTIP Units) because, upon the holder's election to redeem Common Units, the Issuer may elect to redeem such Common Units for cash or shares of Common Stock in the Issuer's sole discretion. Manuel Chavez beneficially owns 867,337 shares of Common Stock or approximately 2.1% of the Issuer's outstanding Common Stock, of which Mr. Chavez has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 142,000 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Mr. Chavez's beneficial ownership includes 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants. Of the shares and Warrants beneficially owned by Mr. Chavez, 42,631 shares of Common Stock and 382,978 Warrants are held by Bombe, and 299,728 shares of Common Stock are held by Bombe Pref. Stephanie Hogue beneficially owns 848,594 shares of Common Stock or approximately 2.0% of the Issuer's outstanding Common Stock, of which Ms. Hogue has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 123,257 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Ms. Hogue's beneficial ownership includes (i) 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants and (ii) 548 shares of Common Stock held indirectly by Ms. Hogue as custodian under accounts for the benefit of Ms. Hogue's children under the Uniform Gift to Minors Act. Of the shares and Warrants beneficially owned by Ms. Hogue, 42,631 shares of Common Stock and 382,978 Warrants are held by Bombe, and 299,728 shares of Common Stock are held by Bombe Pref.
(b)	Item 5(a) is incorporated herein by reference.
(c)	None.
(d)	Not applicable.
(e)	Each of Manuel Chavez, III and Stephanie Hogue ceased to be the beneficial owner of more than five percent of the Common Stock on June 17, 2025. This Statement constitutes the final amendment to the Prior Schedule 13D and an exit filing with respect to each Reporting Person.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in the Explanatory Note to Item 1, Items 3 and 4 of this Statement is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Non-Binding Indication of Interest, dated July 31, 2026, delivered by Bombe Asset Management, LLC to the Board of Directors of Mobile Infrastructure Corporation 99.2 Joint Filing Agreement, dated August 3, 2026, by and between Manuel Chavez, III and Stephanie Hogue

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Manuel Chavez, III

Signature:	/s/ Manuel Chavez
Name/Title:	Manuel Chavez, III
Date:	08/04/2026

Stephanie Hogue

Signature:	/s/ Stephanie Hogue
Name/Title:	Stephanie Hogue
Date:	08/04/2026