What Happened to MVP REIT? Parking REIT to Mobile Infrastructure

One chain, four names

Searching EDGAR for “MVP REIT” returns two registrants, CIK 1546609 and CIK 1642985, and neither is the one that trades today. What each filing says happened:

Two things in that table differ from what is usually repeated online. MVP REIT II, not a third company, is the survivor of the 2017 merger, so the “Parking REIT” in your statements is MVP REIT II under a new name, and a later SPAC merger left the old registrant's CIK dormant and moved holders to a new CIK. And the company is no longer on the NYSE American: its 8-K of May 12, 2025 moved the listing to Nasdaq from May 23, 2025, under the same ticker.

Two offerings, two prices

MVP REIT sold its shares at $9.00. Its 10-K for 2016 says it “completed its initial public offering in September 2015”, reports 10,978,745 shares outstanding on March 21, 2017 and 2,143 holders of record, and shows a board estimate of about $100.8 million of net assets, or $9.14 a share, as of March 30, 2016. It paid distributions at an annualized rate of 6.7% on $9.00 (a monthly $0.05025); from inception through December 31, 2016 it had paid about $13.6 million, about $2.9 million of it through the reinvestment plan, “all of which have been paid from offering proceeds and constituted a return of capital” per its 10-K.

MVP REIT II sold shares at $25.00, with the same price for reinvested distributions. On March 21, 2017 it had 2,490,685 shares and 1,684 holders of record of its common shares, plus 37 holders of preferred shares; it had raised $2.434 million net in a private placement of Series A preferred stock that closed on March 23, 2017. Both REITs were advised by MVP Realty Advisors, and brokers took 3.00% of the gross proceeds of MVP REIT's offering, with an affiliated broker-dealer, MVP American Securities, acting mainly as wholesaler. The company's 10-K for 2017 says FINRA was investigating that broker-dealer and that the company believed aggregate underwriting compensation in the two offerings, as computed under FINRA rules, exceeded the applicable limits; it adds that MVP REIT paid only slightly more than 3% of offering proceeds and that the bulk was paid by the sponsor or the advisor.

The December 2017 merger: 0.365

The merger agreement was signed on May 26, 2017 and closed on December 15, 2017. Each MVP REIT share was cancelled and converted into 0.365 shares of the surviving company, with cash for fractions; about 3.9 million shares were issued to former MVP REIT holders, who then owned about 59.7% of the combined common stock, and the company paid its advisor $3.6 million as an Advisor Acquisition Payment.

Our arithmetic on the ratio: 0.365 of a $25.00 share is $9.125, within 15 cents of the $9.14 estimated value of an MVP REIT share in March 2016. An MVP REIT II holder received nothing new: the shares kept their count and their name changed.

2018 to 2020: distributions stop, repurchases stop

The Parking REIT paid $1.889 million of distributions in 2017 ($679,000 in cash and $1.210 million through the reinvestment plan) and $1.224 million in the first quarter of 2018, and its 10-K for 2018 says “all of the cash distributions were paid from offering proceeds and constituted a return of capital”. On March 22, 2018 it suspended distributions; on May 29, 2018 the board suspended the share repurchase program except for repurchases after a shareholder's death, and on March 24, 2020 it suspended all repurchases, including those. The company applied to list on a national exchange on July 13, 2018, did not complete a listing, and in mid-2019 engaged financial and legal advisers to explore strategic alternatives. It lost REIT status for 2020: lease amendments made during the pandemic produced income that did not count under the REIT income tests, and it has been taxed as a C corporation since the 2020 tax year.

The estimated value per share the board approved, as the 10-Ks print it:

For a holder of MVP REIT shares the 2019 value and the 2021 value are not comparable to the table's last column, because a $9.00 MVP REIT share became 0.365 of these shares. The number of holders of record of the common shares was 3,782 on March 5, 2019, 3,404 on March 28, 2022 and 3,275 on March 17, 2023.

2021: the Color Up recapitalization and the $11.75 tender offer

On August 25, 2021 a transaction agreed in January 2021 closed: Color Up, LLC, which the filings describe as controlled by two of the company's officers and a director, received 7,495,090 newly issued operating partnership units at $11.75, for $84.1 million net of transaction costs ($35.0 million of cash, three parking assets valued at about $98.8 million and technology), plus warrants on 1,702,128 shares at $11.75. The company's chairman and chief executive resigned at the closing. Color Up then launched a tender offer on October 5, 2021 for up to 900,506 shares of the common stock at $11.75, which expired on November 5, 2021, and whose completion satisfied the terms of the settlement of the putative class actions against the company and its former advisor. The cap is about 11.6% of the 7,762,375 shares outstanding (our arithmetic). The 10-K for 2021 does not say how many shares were tendered, and we did not find the final count in the filings we read. For a $25.00 share the offer price was 47% of what was paid; for an MVP REIT share, 0.365 of a Parking REIT share was worth $4.29 at that price (our arithmetic).

The regulators: what the SEC and FINRA matters actually say

• SEC. The company disclosed an SEC investigation. Its 10-K for 2021 says that on March 11, 2021 the SEC “notified the Company that they do not intend to recommend an enforcement action by the Commission against the Company”. The SEC did bring a civil case, 2:21-cv-01416-JCM-BNW (District of Nevada, filed July 29, 2021), against the company's former chairman and chief executive and his wholly owned advisory firm, Vestin Mortgage LLC. The SEC's litigation release alleges that they drained $29 million from two other public REITs, Vestin Realty Mortgage I and II, in order to funnel money into The Parking REIT. The alleged harm was to the holders of those two other REITs, not to MVP REIT or MVP REIT II holders. On November 15, 2023 final judgments were entered by consent, “without admitting or denying the allegations” (litigation release 25899): injunctions against both defendants and, for the individual, a $300,000 civil penalty and a five-year bar from serving as an officer or director of a public company. Under the 2021 deal the company agreed to indemnify the former chief executive for certain claims related to the SEC's investigation up to $2 million.
• FINRA. The company's 10-K for 2017 describes a FINRA investigation of MVP American Securities, the affiliated broker-dealer, which FINRA said was meant to determine whether there were violations of federal securities laws or FINRA rules without identifying them. The 10-K for 2018 says FINRA staff later notified the former chairman and CEO that it would not recommend disciplinary action against him at that time (February 28, 2019). We found no FINRA order against the company.

2023: the 1.5-to-1 merger with Fifth Wall Acquisition Corp. III

The company signed its merger agreement with the Cayman Islands shell Fifth Wall Acquisition Corp. III on December 13, 2022. The closing was August 25, 2023: the shell domesticated in Maryland, changed its name to Mobile Infrastructure Corporation and absorbed the old company. Each common share of the old company became 1.5 shares of the new one, 11,632,040 shares in all; each Series 1 and Series A preferred share became one preferred share of the new company. The S-4 proxy described the ratio as set by dividing 25,453,918.5 new shares by the old company's fully diluted share count. The 1.5 figure was “approximately 1.5” in the July 2023 S-4/A and 1.5 to 1 at closing. The S-4/A's account of the negotiation says the draft agreement provided that new shares “would be issued to MIC common stockholders at an exchange ratio that valued the MIC Common Stock at $15.00 per share on a fully diluted basis”; 1.5 new shares at $10.00 each is $15.00 (our arithmetic), against the board's $14.76 estimate of August 2022.

On lock-ups: the S-4/A describes a six-month lock-up on the shares Color Up received, a similar one on the SPAC sponsor, and a one-year lock-up on the new Series 2 preferred investors. We found no lock-up on retail holders' shares in the sections we read, so check with your broker or the transfer agent for the status of your own position. The new common shares first traded on August 28, 2023 on the NYSE American, closing at $10.37; the 2025 10-K reports a low close of $2.54 on December 4, 2025 and $3.04 on February 27, 2026. The record-holder count fell from 3,275 for the old shares (March 2023) to 962 for the new stock (February 27, 2026), though the 10-K says the number of beneficial owners holding through brokers and banks is greater.

What one original share became (our arithmetic)

The table multiplies the shares by the closing prices the 2025 10-K prints. It leaves out the distributions received before March 2018, any cash for fractional shares, and any tax effect; the prices are dated, not today's.

At the December 4, 2025 low close of $2.54 the same $10,000 was $1,524 (MVP REIT II) or $1,545 (MVP REIT). A holder whose shares were accepted in the October-November 2021 tender received $11.75 per Parking REIT share, 47% of $25.00; the offer was capped.

Mobile Infrastructure Corporation now (10-Q filed November 10, 2026)

The 10-Q's going-concern note says: “These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.” It then says management approved a plan to extend the line of credit and sell real estate, concluded the plan is probable of being implemented, and so “alleviates substantial doubt”. The lender on the line of credit is a fund whose investment manager is controlled by a co-chair of the board, which the 8-K labels a related-party transaction. The company's November 10 press release, which is management's own account, says third-quarter revenue rose 5.5% and that the private-market sale values “reinforce the underlying value of our portfolio and the disconnect from our current share price”. It also keeps 2026 revenue guidance at the low end of $35 million to $38 million; 2025 revenue was $35.075 million (2024: $37.008 million) with a net loss of $23.714 million (2024: $8.381 million). At the end of 2025 the company owned 36 facilities.

The July 31, 2026 proposal to buy the common stock

A Schedule 13D filed on August 4, 2026 by the company's CEO and its Executive Chairman discloses that on July 31, 2026 Bombe Asset Management, LLC, which they own and control, delivered a “preliminary, non-binding indication of interest” to acquire 100% of the common stock. It said Bombe “has not predetermined the structure of the Proposed Transaction or an exact purchase price”, that some holders might be offered a rollover, that it was open until 5:00 p.m. Eastern on August 12, 2026, and that a deal could delist the stock from Nasdaq and end its SEC registration. The two officers each report about 2% of the common stock. The company disclosed the proposal in an 8-K on August 6, 2026. We read the 8-Ks filed since on August 18 (preferred dividends), September 23 (the credit amendment and preferred dividends), October 21 (preferred dividends) and November 10 (results, with its press release); the August 11 filing is an earnings release we did not open. None of those we read reports a response, an extension or a withdrawal, and the November 10 press release does not mention the proposal. Because the officers who made it sit on both sides, any price would be a number to read against the board's own process and the filings that follow; none exists yet.

What a holder can do with this

• Read your statement against the chain. An “MVP REIT” line at $9.00 and a “Parking REIT” line at $25.00 are different shares. If a statement still shows a 2017 or 2018 value, it is probably the deemed $25.00 or the $24.61 estimate, not a market price, and the last board estimate on the old shares was $14.76 in August 2022.
• Check which exchange ratio your broker applied. An MVP REIT share should be 0.365 old-company shares (December 2017) and then 1.5 BEEP shares per old-company share (August 2023): 0.5475 BEEP in total, before fractions. An MVP REIT II share should be 1.5 BEEP shares.
• Know the cost-basis question. The 2017 and 2023 exchanges are the events your cost basis and holding period depend on. Whether either was tax-free is a question for the company's own tax disclosures and a tax professional; this page does not answer it. Distributions that the 10-Ks call a return of capital generally reduce basis.
• Re-registering shares after a death. The company's investor site lists Continental Stock Transfer & Trust Company, 1 State Street, New York, as transfer agent (read on November 13, 2026); the 2023 proxy named it for the new shares. Continental's own transfer FAQ (read the same day) asks, for a probated estate, for a certified copy of the personal representative's letters dated within sixty days (six months for New York State), a stock power with a medallion-guaranteed signature, a notarized affidavit of domicile, an inheritance tax waiver if applicable, a signed instruction letter naming each transferee with address, taxpayer ID and number of shares, a substitute W-9 for each transferee and a certified death certificate; for an unprobated estate under a small-estate statute it asks for a small estate affidavit dated within sixty days instead of the letters. If the shares sit in a brokerage account, the broker does this. Our heirship affidavit guide covers the state side.
• If you are weighing a sale of the position: the only market is the Nasdaq listing; the old non-traded shares had no repurchase program after May 2018. Our tender offer tracker shows what outside bidders offer for non-traded shares generally, and our KBS REITs page and Griffin Capital page trace the same story for other sponsors.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

Sources, read on November 13, 2026: MVP REIT, Inc. (CIK 1546609) 10-K for 2016 (0001642985-17-000044); MVP REIT II, Inc. (CIK 1642985) 10-K for 2016 (0001642985-17-000046) and The Parking REIT 10-Ks for 2017 (0001642985-18-000051), 2018 (0001642985-19-000003), 2019 (0001642985-20-000005), 2020 (0001642985-21-000017), 2021 (0001642985-22-000006) and 2022 (0001437749-23-007552); Mobile Infrastructure Corporation (CIK 1847874) S-4/A of July 5, 2023 (0001193125-23-181970), 8-K of August 31, 2023 (0001193125-23-226380), 8-K of May 12, 2025 (0001641172-25-009728), 10-K for 2025 (0001437749-26-007063), 10-Q for September 30, 2026 (0001437749-26-036163), Schedule 13D of August 4, 2026 (0001493152-26-036078) and 8-Ks of July 23, August 6, August 18, September 23, October 21 and November 10, 2026 with its press release (0001493152-26-050965); SEC litigation releases 25154 (August 2, 2021) and 25899 (November 21, 2023); the company's investor site (ir.mobileit.com) and Continental Stock Transfer & Trust Company's transfer FAQ. Conversions, ratios, per-$10,000 figures and percentages are our arithmetic and use only the closing prices the 2025 10-K prints. This is analysis of public documents, not investment, legal or tax advice.