Form 8-K

8-K — Mobile Infrastructure Corp

Accession: 0001493152-26-043917

Filed: 2026-09-23

Period: 2026-09-22

CIK: 0001847874

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001847874

2026-09-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

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.)

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 ☒

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.

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.

Item

8.01 Other

Events.

Payment

of Preferred Stock Dividends

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIFTH

AMENDMENT TO CREDIT AGREEMENT

THIS

FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated

as of September 22, 2026 by and among MOBILE INFRASTRUCTURE CORPORATION, a Maryland corporation (the “Borrower”),

HARVEST SMALL CAP PARTNERS, L.P., a Delaware limited partnership, as an initial lender (the “Onshore Lender”),

HARVEST SMALL CAP PARTNERS MASTER, LTD., a Cayman Islands exempted company, as an initial lender (in such capacity, the “Offshore

Lender” and, together with the Onshore Lender, the “Initial Lenders”), the other lenders party

hereto, as lenders (together with the Initial Lenders, the “Lenders”), and HARVEST SMALL CAP PARTNERS, L.P.,

as administrative agent for the benefit of the Lenders (the “Administrative Agent”).

The Borrower, the Administrative Agent and the Lenders are party to 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, as further amended by that certain Second

Amendment to Credit Agreement, dated as of December 23, 2025, as further amended by that certain Third Amendment to Credit Agreement,

dated as of March 24, 2026, and as further amended by that certain Fourth Amendment to Credit Agreement, dated as of June 29, 2026 (as

further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit

Agreement”, and as amended by this Agreement, the “Amended Credit Agreement”);

The Borrower has requested that the Administrative Agent and the Lenders agree, and the Administrative Agent and the Lenders have agreed,

to extend the Maturity Date upon the terms and subject to the conditions set forth in this Agreement;

The Borrower and the Administrative Agent have agreed to make certain modifications to the Credit Agreement upon the terms and subject

to the conditions set forth in this Agreement.

NOW,

THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto do hereby agree as follows:

CREDIT AGREEMENT DEFINITIONS. Unless otherwise expressly defined herein, capitalized terms used but not defined herein shall have

the meaning given to such terms in the Amended Credit Agreement.

AMENDMENTS TO CREDIT AGREEMENT. Effective as of the Fifth Amendment Effective Date, the Credit Agreement is hereby amended as

follows:

2.01.

Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definition in its entirety to read as

follows:

“Stated

Maturity Date” means December 31, 2026.

REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,

as of the date hereof:

3.01.

The representations and warranties of Borrower and each other Credit Party contained in Article III of the Amended Credit Agreement

or any other Loan Document, are true and correct in all material respects on and as of the Fifth Amendment Effective Date, except to

the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct

in all material respects as of such earlier date, and except that for purposes of the Amended Credit Agreement, the representations and

warranties contained in Section 3.04 of the Amended Credit Agreement shall be deemed to refer to the most-recent statements furnished

pursuant to Section 5.01 of the Amended Credit Agreement;

3.02.

No Default or Event of Default exists as of the Fifth Amendment Effective Date, or would result after giving effect to this Agreement;

and

3.03.

This Agreement has been duly authorized, executed and delivered by Borrower so as to constitute the legal and binding obligation of Borrower,

enforceable against it in accordance with its terms, subject to Debtor Relief Laws and equitable principles.

CONDITIONS PRECEDENT. The effectiveness of this Agreement is subject to the conditions precedent that Administrative Agent shall

have received the following (the date when such conditions shall have been satisfied or waived, the “Fifth Amendment Effective

Date”):

4.01.

Agreement. This Agreement, duly executed and delivered by Borrower, the Administrative Agent, and Lenders.

5. NO

OTHER AMENDMENTS; RATIFICATION OF LOAN DOCUMENTS. Except for the amendment set forth in Section 2 of this Agreement, (a) the Amended Credit Agreement and the other Loan

Documents shall remain unchanged and in full force and effect and (b) nothing in this Agreement is intended, or shall be construed,

to constitute a novation or an accord and satisfaction of Borrower’s under or in connection with the Amended Credit Agreement

or any other Loan Document. Borrower hereby ratifies, confirms and reaffirms all of the terms and conditions of the Amended Credit

Agreement and each of the other Loan Documents to which it is party, and further acknowledges and agrees that all of the terms and

conditions of the Amended Credit Agreement and such Loan Documents remain in full force and effect, in each case, except as

expressly provided in this Agreement. This Agreement shall constitute a Loan Document for all purposes.

MISCELLANEOUS.

6.01.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

6.02.

Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns permitted by the Amended Credit Agreement.

6.03.

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future

laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced

as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of

this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or

by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic

understandings and intentions of the parties as expressed herein.

6.04.

Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.

6.05.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different

counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This

Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede

any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section

6, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent

shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery

of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as

delivery of a manually executed counterpart of this Agreement.

Remainder

of Page Intentionally Left Blank

Signature

Pages Follow.

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BORROWER:

MOBILE INFRA INFRASTRUCTURE CORPORATION, a Maryland

corporation

By :

/s/ Stephanie Hogue

Name :

Stephanie Hogue

Title :

President and Chief Executive Officer

Signature

Page to

Fifth

Amendment to Credit Agreement

ADMINISTRATIVE AGENT:

HARVEST SMALL CAP PARTNERS, L.P., a

Delaware limited partnership, as

Administrative Agent and as an Initial Lender

By :

Harvest Small Cap Partners GP LLC,

its General Partner

By :

/s/ Jeffrey Osher

Name :

Jeffrey Osher

Title :

Managing Member

Signature

Page to

Fifth

Amendment to Credit Agreement

INITIAL LENDERS:

HARVEST SMALL CAP PARTNERS, L.P., a

Delaware limited partnership, as Onshore Lender

By :

Harvest Small Cap Partners GP LLC,

its General Partner

By :

/s/ Jeffrey Osher

Name:

Jeffrey Osher

Title :

Managing Member

HARVEST SMALL MASTER LTD.,

a Cayman Islands exempted company, as Offshore Lender

By :

Harvest Small Cap Partners GP LLC,

its General Partner

By :

/s/ Jeffrey Osher

Name:

Jeffrey Osher

Title :

Managing Member

Signature

Page to

Fifth

Amendment to Credit Agreement

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.3

Cover

Sep. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 22, 2026

Entity File Number

001-40415

Entity Registrant Name

MOBILE

INFRASTRUCTURE CORPORATION

Entity Central Index Key

0001847874

Entity Tax Identification Number

32-0777356

Entity Incorporation, State or Country Code

Entity Address, Address Line One

W. 4th Street

Entity Address, City or Town

Cincinnati

Entity Address, State or Province

Entity Address, Postal Zip Code

45202

City Area Code

(513)

Local Phone Number

834-5110

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

BEEP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration