Mobile Infrastructure Corp: Form 10-Q for the period ended Sep 30, 2025

The following is a financial review and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2024. Unless otherwise indicated, references in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries.

Forward-Looking Statements

Certain statements included in this Quarterly Report that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:

• increased fuel prices may adversely affect our operating environment and costs;
• we have a limited operating history which makes our future performance difficult to predict;
• we have a history of losses and we may not be able to achieve or sustain profitability in the future;
• we depend on our management team and the loss of key personnel could have a material adverse effect on 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;
• our executive officers and certain members of the Board face or may face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to investors;
• 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;
• we require scale to improve cash flow and earnings for investors;
• 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;
• our investments in real estate will be subject to the risks typically associated with investing in real estate;
• uninsured losses or premiums for insurance coverage relating to real property may adversely affect our investor returns;
• we may not be able to access financing sources on attractive terms, or at all, which could adversely affect our ability to execute our business plan;
• we have debt, and may incur additional debt; if we are unable to comply with the covenants and restrictions under the Line of Credit, there could be an event of default under the Line of Credit, which could result in an acceleration of repayment;
• 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;
• holders of our outstanding preferred stock have dividend, liquidation, and other rights that are senior to the rights of the holders of our common stock; and
• other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” and in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

Overview

Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC 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, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of September 30, 2025, we own 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet. We also own approximately 0.2 million square feet of retail/commercial space adjacent to our parking facilities.

The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, (the “Operating Company”) and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company. Currently, the two directors of the Operating Company are Manuel Chavez, III, the Executive Chairman of the Board, and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board. The Company owns approximately 90.5% of the Common Units of the Operating Company. The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.

Trends and Other Factors Affecting our Business

Various trends and other factors affect or have affected our operating results, including but not limited to the general market conditions, the strength of the broader U.S. economy and the trajectory of activity of consumers with regard to their use of the parking facilities, fuel prices, inflation trends and interest rates.

Return to Work

The return to normalized movement following the COVID-19 pandemic is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels. Many companies continue to deploy a work-from-home or hybrid remote strategy for employees. We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward. This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets.

Managed Property Revenue Contracts

To date, 30 of our 40 assets converted to management contracts. We believe asset management contracts provide the opportunity for net operating income growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements. In addition, the move to management contracts properly aligns the incentives and rewards for revenue growth between the third-party operator and the Company. This change is also expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators. Overall, the conversion to management contracts also provides enhanced visibility on the performance of the portfolio within our financial results. Our intent is to convert the remaining assets to asset management contracts by the end of 2027.

Same Location RevPAS

Revenue Per Available Stall (“RevPAS”) is used to evaluate parking operations and performance. RevPAS is defined as average monthly Parking Revenue (managed property revenue less related sales tax and credit card fees) divided by the parking stalls in the locations the Parking Revenue was earned. Parking Revenue does not include Billboard or Commercial Rent, or revenue from locations that are under Lease Agreements. Parking Revenue is a meaningful component of revenue that is used to judge the performance of locations and the ability to manage each location. We believe RevPAS is a meaningful indicator of our performance because it measures the period-over-period change in revenues for comparable locations. Parking Revenue should not be viewed as an alternative measure of our financial performance as it does not reflect all components of revenue, which may be material.

Same location RevPAS represents Parking Revenue at our assets under management contracts prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS. We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue without the impact of portfolio transaction or changes in revenue structure. Average monthly same location RevPAS for the quarters ended September 30, 2025 and 2024 was $211.53 and $227.60, respectively.

Results of Operations for the Three Months Ended September 30, 2025 and 2024 (dollars in thousands):

Total revenues

The decline in total revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was partially driven by the Detroit market, where a significant area restructuring plan caused a reduction in office occupancy and related traffic. Additionally, we saw fewer or less popular events during the period in several of our markets, including Chicago, Cincinnati, Oklahoma City, and New Orleans. This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes.

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Depreciation and amortization

The $0.8 million increase in depreciation and amortization for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to $0.8 million in accelerated depreciation resulting from the phase out of the Inigma software by the end of the year.

General and administrative

The $0.6 million decrease in general and administrative expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024.

Impairment

During the three months ended September 30, 2025, we impaired approximately $2.5 million of our real estate assets as a result of planned dispositions of properties.

Interest expense

The increase in interest expense of approximately $1.2 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and increased interest rates from the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Other income (expense), net

The $0.3 million decrease in other income during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

Change in the fair value of the Earn-Out Liability

This is non-cash gains or losses as the estimated fair value of the Earn-Out shares change. Fair value fluctuations of the liability during the period are reflected in earnings and are a result of changes in stock price and the remaining duration of the earn-out period.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024 (dollars in thousands):

Total revenues

The decrease in total revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due partially to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024. Within total revenues, conversions to management agreements resulted in certain locations recognizing Managed Property Revenue in 2025 while recognizing Base Rental Income and Percentage Rental Income for portions for 2024.

The decline in revenue was further driven by the Detroit market, where a significant area restructuring plan caused a reduction in office occupancy and related traffic. Additionally, we saw fewer or less popular events and games during the period in several of our markets, including Chicago, Cincinnati, Minneapolis, and New Orleans. This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes, and favorable return-to-office trends in one of our St. Louis locations.

(1) Line items that result in a percent change that exceed certain limitations are considered not meaningful ("NM") and indicated as such

Property operating expense

The increase in property operating expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is due to additional expense related to properties that converted to management contracts after January 2024, resulting in only a partial period of property operating expenses being incurred during the first nine months of 2024, and increased spend on security and maintenance.

Depreciation and amortization

The $1.5 million increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to accelerated depreciation resulting from the phase out of the Inigma software by the end of the year.

General and administrative

The $2.6 million decrease in general and administrative expenses during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024 and January 2025 and the non-cash impact of a change in timing of annual equity awards in 2025.

Professional Fees

The $0.1 million decrease in professional fees during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to savings in tax preparation services and 2024 legal fees associated with additional filings.

Impairment

During the nine months ended September 30, 2025 and 2024, we impaired approximately $2.5 million and $0.2 million of our real estate assets, respectively, as a result of planned dispositions of properties.

Interest expense

The increase in interest expense of approximately $4.5 million during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and higher interest rates as a result of the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Other income (expense), net

The $0.3 million decrease in other income during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

Change in the fair value of the Earn-Out Liability

This is non-cash gains or losses as the estimated fair value of the Earn-Out shares change. Fair value fluctuations of the liability during the period are reflected in earnings and are a result of changes in stock price and the remaining duration of the earn-out period.

Non-GAAP Measures

Net Operating Income

Net Operating Income (“NOI”) is presented as a supplemental measure of our performance. We believe that NOI provides useful information to investors regarding our results of operations, as it highlights operating trends such as pricing and demand for our portfolio at the property level as opposed to the corporate level. NOI is calculated as total revenues less property operating expenses and property taxes. We use NOI internally in evaluating property performance, measuring property operating trends, and valuing properties in our portfolio. Other real estate companies may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other real estate companies. NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income and expenses, or the level of capital expenditures necessary to maintain the operating performance of our properties that could materially impact our results from operations.

The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S. GAAP reported in our consolidated financial statements, for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

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Adjusted EBITDA

Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) reflects net income (loss) excluding the impact of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented. Adjusted EBITDA also excludes stock-based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, and Other Income, Net.

Our use of Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. Adjusted EBITDA also excludes depreciation and amortization expense because differences in types, use, and costs of assets can result in considerable variability in depreciation and amortization expense among companies. We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the type and quantity of awards granted. We use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage.

The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Liquidity and Capital Resources

Sources and Uses of Cash

Aside from standard operating expenses, we expect our principal cash demands in both the short term and long term to be for:

• principal and interest payments on our outstanding indebtedness;
• capital expenditures;
• redemption and dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock;
• funding of our share repurchase program; and
• acquisitions of assets.

Our principal source of funds will be rental income and managed property revenue at our parking facilities as well as existing cash on hand and the Line of Credit. We also may sell properties that we own or place mortgages on properties that we own to raise capital.

Debt

We have approximately $211.3 million of debt outstanding as of September 30, 2025.

During 2024 and 2025, we took steps to both extend and ladder maturities in our debt profile, including:

• In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note for $5.9 million.
• In September 2024, we entered into a $40.4 million Line of Credit, originally maturing in September 2025 (the “Line of Credit”). In September 2025, we extended the maturity date to December 31, 2025. Borrowings under the Line of Credit accrue interest at a rate of 15.0% per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Line of Credit. Future draws on the Line of Credit are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, and funding of the share repurchase program.
• In December 2024, we refinanced a $7.2 million note payable with a three-year note for $12 million.
• In December 2024, we entered into a $75.5 million, 10-year CMBS financing agreement (the “2034 CMBS Loan”). The 2034 CMBS Loan bears a fixed annual interest rate of 7.76% and is secured by a pool of seven properties. Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility and refinance a property-level loan.
• In October 2025, we refinanced $84.4 million of long term debt through an asset-backed securitization of 19 properties in our portfolio. In this transaction, we issued 4.15% Series 2025-1 Class A-2 Notes (the “2025-1 Notes”) priced at 88.30% of the principal amount of $100 million. The 2025-1 Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055.

Certain lenders may require reserves related to capital improvements, insurance, and excess cash. These lender-required reserves make up the majority of our restricted cash amounts as of September 30, 2025.

We currently have $34.3 million related to the Line of Credit due within twelve months of the date of the filing of this Quarterly Report. Additionally, the Line of Credit has $4.9 million of accrued interest that is due upon maturity. We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amount and related interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Management has approved a plan to sell real estate assets to satisfy the debt maturity. We have the ability to extend the maturity or defer the Line of Credit through March 31, 2026, in order to allow us to sell properties on an orderly basis, if necessary. Management has determined it is probable that it will be able to successfully implement this plan. As such, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Asset Acquisitions

Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties. However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors. As of September 30, 2025, we have identified and are evaluating several parking facilities as potential acquisition targets. However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized.

Distributions and redemptions

In September 2024, we paid all accrued and unpaid dividends for the past dividend periods on the Series A Preferred Stock and Series 1 Preferred Stock. Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through September 2025. The 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 and such other considerations as the Board deems relevant. Additionally, in September 2024, we began electing to redeem shares of Series A Preferred Stock and Series 1 Preferred Stock for cash rather than converting to common stock. Proceeds from the Line of Credit and cash on hand are used to pay the stated value of the shares redeemed for cash as well as the accrued and unpaid dividends for past dividend periods.

In March 2018, we suspended the payment of distributions on our common stock. There can be no assurance that cash distributions to our common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by our Board in its discretion and typically will depend on various factors that our Board deems relevant. We do not currently, and may not in the future, generate sufficient cash flow from operations to fund distributions. We do not currently anticipate that we will be able to resume the payment of distributions. However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees. We have not established any limit on the extent to which distributions could be funded from these other sources.

Share repurchase program

In September 2024, the Board authorized a share repurchase program of up to $10 million of shares of our outstanding common stock. Repurchases may be made from time to time through open-market purchases or privately negotiated transactions. Proceeds from the Line of Credit and cash on hand are used to fund the share repurchase program.

Sources and Uses of Cash

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024:

Cash flows from operating activities

During the nine months ended September 30, 2025, $1.5 million of cash was provided by operating activities compared with $1.0 million used in operating activities during the nine months ended September 30, 2024, an increase of $2.5 million. The cash provided by operating activities for the nine months ended September 30, 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest. The cash used in operating activities for the nine months ended September 30, 2024 was primarily attributable to payment of certain general and administrative and professional fees, settlement of liabilities and changes in working capital.

Cash flows from investing activities

During the nine months ended September 30, 2025, $2.2 million of cash was provided by investing activities compared with $0.2 million used in investing activities during the nine months ended September 30, 2024, an increase of $2.4 million. The cash provided by investing activities for the nine months ended September 30, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures. The cash used in investing activities during the nine months ended September 30, 2024 was primarily attributable to capital expenditures and payments on the sale of one parking asset in February 2024 as it was financed with a note receivable partially offset by proceeds on the sale of one parking asset in July 2024.

Cash flows from financing activities

During the nine months ended September 30, 2025, $7.4 million of cash was used in financing activities compared with $1.2 million used in financing activities during the nine months ended September 30, 2024, an increase of $6.2 million. The cash used in financing activities for the nine months ended September 30, 2025 was primarily attributable to principal debt payments and MVP Houston Saks Garage LLC loan payoff at maturity as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan, partially offset by draws on the Line of Credit. The cash used in financing activities during the nine months ended September 30, 2024 was primarily attributable to proceeds from the Line of Credit, payments on the Revolving Credit Facility and refinancing of certain notes payable and related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock.

Seasonality and Quarterly Results

Certain demand drivers of our business are subject to seasonal fluctuations, specifically those impacted by sports seasons, concerts and theaters. Some of our locations may also see fluctuations in demand due to inclement weather, especially in our Midwest markets. These factors are unique to each location and we expect the fluctuations will primarily impact transient parking revenues while contract parking revenues will remain relatively stable. Due to these seasonality factors, and other factors described herein, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Critical Accounting Policies

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 11, 2025, contains a description of our critical accounting policies and estimates, including those relating to merger accounting and impairment of long-lived assets. There have been no significant changes to our critical accounting policies during 2025.

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to filing this Quarterly Report. Based on this evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control

There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act during the period covered by this Quarterly Report, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.