Mobile Infrastructure Corp (BEEP) Amends 2023 Incentive Award Plan

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The short version

Mobile Infrastructure Corp (BEEP) filed an amended and restated 2023 Incentive Award Plan effective June 18, 2026. The plan sets terms for stock options, restricted shares, and other equity awards to employees and directors, including vesting conditions tied to stock price thresholds of $13 and $16 per share.

Mobile Infrastructure Corp (BEEP) has amended and restated its 2023 Incentive Award Plan, with the changes effective as of June 18, 2026.

The plan governs how the company grants stock-based compensation—including stock options, restricted shares, and stock appreciation rights (a type of award that increases in value with the stock price)—to employees, directors, and consultants.

Key Vesting Conditions

The plan includes vesting conditions tied to the company's stock price. A total of 243,750 shares vest if the stock's five-day average price reaches $13.00 per share at any point after the original merger closing date in December 2022, or if the company completes a sale, liquidation, or similar transaction. An additional 243,750 shares vest at a $16.00 per share threshold under similar conditions. However, any shares that don't vest by December 31, 2026 (for the $13 threshold) or December 31, 2028 (for the $16 threshold) are canceled with no payment to award holders.

Administrative Updates

The restated plan clarifies rules around when equity awards can be exercised or forfeited, sets limits on option terms (typically 10 years from grant, or 5 years for certain higher-ownership stockholders), and prevents the company from repricing underwater options without stockholder approval. It also allows awards to vest early or survive in a change of control if the board and successor company agree.

The plan requires stockholder approval within 12 months of board adoption. Until then, awards granted remain subject to the company's prior incentive plan terms.

Key facts

Mobile Infrastructure Corp (BEEP) amended and restated its 2023 Incentive Award Plan effective June 18, 2026

243,750 shares vest if stock price reaches $13.00 per share (five-day average) after the December 2022 merger closing, or vesting canceled by Dec. 31, 2026 if not achieved

243,750 shares vest at $16.00 per share stock price threshold, with cancellation deadline of Dec. 31, 2028

Plan covers stock options, restricted shares, and other equity awards to employees, directors, and consultants

Stock options generally have a maximum 10-year term; 5-year term for greater-than-10% stockholders

Plan requires stockholder approval within 12 months of board adoption

Why it matters

The amended plan codifies equity incentives for BEEP's workforce and board under specific milestones tied to stock price performance. The plan's vesting conditions—particularly the $13 and $16 price targets with hard deadlines in 2026 and 2028—create defined periods during which optionholders must see meaningful stock appreciation or forfeit their awards. This is material for any BEEP employee or director with grants under the plan, and for investors evaluating management incentive alignment. The plan also clarifies governance around change-of-control protections, which would be relevant if the company is acquired.

Frequently asked

What stock prices trigger vesting of the performance-based shares?

Two tranches of 243,750 shares each vest when the stock's five-day average price reaches $13.00 and $16.00 per share, respectively, at any point after the December 2022 merger closing, or upon a sale/liquidation of the company. Shares not vesting by the deadlines (Dec. 31, 2026 for the $13 tranche and Dec. 31, 2028 for the $16 tranche) are canceled without payment.

How long do stock options granted under the plan remain valid?

Stock options generally have a maximum term of 10 years from the grant date. Stock options granted to stockholders owning more than 10% of the company have a shorter maximum term of 5 years.

What happens to unvested awards if the company is acquired?

In a change of control, outstanding awards may be assumed or substituted by the successor company. If not assumed, the awards may immediately vest at the administrator's discretion, or terminate with zero payment if they have no value.

When does the amended plan take effect?

The amended and restated plan is effective as of June 18, 2026. The company must submit it for stockholder approval within 12 months; until then, new awards are subject to the prior plan's terms.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits