Sec Form 4 Filing - Hogue Stephanie @ Mobile Infrastructure Corp - 2024-05-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hogue Stephanie 2. Issuer Name and Ticker or Trading Symbol Mobile Infrastructure Corp [ BEEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CFO (Last) (First) (Middle) 30 W. 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2024 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Units ( 1 ) ( 2 ) 05/31/2024 D( 3 ) 843,750 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 843,750 ( 3 ) 0 D Performance Units ( 1 ) ( 2 ) 05/31/2 024 A( 3 ) 843,750 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 843,750 ( 3 ) 843,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hogue Stephanie 30 W. 4TH STREET CINCINNATI, OH45202 X X President & CFO Signatures /s/ Stephanie Hogue 06/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents unvested performance units of limited liability company interest ("Performance Units") in the Operating Company. Subject to the terms and conditions of the OC Agreement and the performance unit award agreement of the Reporting Person (the "Award Agreement"), Performance Units will vest following the achievement of certain performance objectives by the Reporting Person. Once vested, Performance Units are convertible into Common Units on a one-for-one basis, subject to any holding period. Unvested Performance Units will be forfeited upon the expiration of the pertinent performance period, as defined in the Award Agreement, unless the performance objectives of the Reporting Person are achieved during the applicable performance period. See Footnote (2) for capitalized terms not otherwise defined herein. ( 2 )"Common Units" means common units of limited liability company interest in Mobile Infra Operating Company, LLC, a Delaware limited liability company (the "Operating Company"). Subject to the terms and conditions of the limited liability company agreement of the Operating Company (the "OC Agreement"), Common Units are redeemable and may be exchanged, without consideration, by the holder of such Common Units for an equivalent number of shares of common stock of the Issuer or for the cash value of such shares, at the discretion of the Issuer. Common Units do not have an expiration date. ( 3 )These two reported transactions involved an amendment of unvested Performance Units, resulting in the deemed cancellation of the old Performance Units and the deemed grant of new Performance Units. The Performance Units were originally received on August 25, 2023. As amended, the Award Agreement provides that fifty percent (50%) of the Performance Units will vest if the aggregate volume-weighted average price per share of the Issuer's common stock for any 5-consecutive trading day period equals or exceeds $13.00 per share at any time on or prior to December 31, 2026. The remaining fifty percent (50%) of the Performance Units will vest if the aggregate volume-weighted average price per share of the Issuer's common stock for any 5-consecutive trading day period equals or exceeds $16.00 per share at any time on or prior to December 31, 2028.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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