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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-16 · 1213 added, 451 removed, 1147 unchanged (59% of the section changed)

7 unchanged sentences

Because we are an “emerging growth company” under the JOBS Act, our independent public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

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Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

(a) Trading Plans

During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a Rule "10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance

The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Information Concerning the Board of Directors

The following table sets forth the names and ages of our director nominees:

Name Age Title

“Chris” Loeffler, II 40 Chief Executive Officer and Chairman of the Board

Jennifer Schrader 43 President and Vice-Chairperson

Gerber 67 Director

Michael Trzupek 54 Director

Hansen 55 Director

Lawrence Taylor 60 Director

Listed below are our directors’ biographies.

“Chris” Loeffler, II.

Loeffler has served as the Chief Executive Officer and Chairman of Caliber’s Board of Directors since its inception.

As Chief Executive Officer, Mr.

Loeffler directs and executes the global strategy, oversees investments and fund management, and contributes to private and public capital formation.

As a co-founder Mr.

Loeffler took an early role in forming the Company’s financial and operational infrastructure and navigating the vertical integration of all real estate and investment services.

Prior to forming Caliber, Mr.

Loeffler was in the audit and assurance practice for PwC in Phoenix, Arizona, completing public company audits, developing control systems, and completing several acquisition or sale transactions.

Loeffler earned a Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University, San Luis Obispo.

Loeffler also attended Universidad Complutense de Madrid (University of Madrid) in Madrid, Spain.

In addition, Mr.

Loeffler is a Board Director for Zennihome Holdings, Inc., a technology-forward manufacturer of stackable housing units.

We believe that Mr.

Loeffler’s extensive knowledge of Caliber’s business and his extensive corporate and leadership experience as a co- founder of Caliber and its Chief Executive Officer qualify him to serve on our Board of Directors.

Jennifer Schrader.

Schrader has served as the President and Chief Operating Officer and as Vice-Chairperson and director of Caliber since its inception.

Since co-founding Caliber in 2009, Ms.

Schrader has overseen the acquisition, design, repositioning, and disposition of over $600 million in assets to date.

In addition, she leads the Company’s daily operations, inclusive of Caliber’s asset management activities, focusing on the execution of each investment’s business plan over the asset’s full lifecycle.

Prior to forming Caliber, Ms.

Schrader was the Managing Partner of First United Equites, LLC, a Michigan business focused on acquiring, renovating and selling homes for profit.

Schrader serves as Chair of the Caliber Foundation, which was launched in 2021, and on the Colangelo College of Business Advisory Board for Grand Canyon University in Phoenix, Arizona.

Schrader attended Lawrence Technological University in Michigan where she studied architecture and interior architecture.

She holds a Real Estate Broker’s license from the Arizona School of Real Estate and Business.

We believe that Ms.

Schrader’s extensive knowledge of Caliber’s business and her extensive corporate and leadership experience as a co-founder of Caliber and its President qualify her to serve on our Board of Directors.

Gerber has been a member of the Board of Directors of the Company since May 2023.

Gerber has been a member of our Advisory Board since April 2019.

Gerber has acted as a consultant since October 2015.

From October 2006 to October 2015 Mr.

Gerber served as Chief Financial Officer of TD Ameritrade Holding Corporation (Nasdaq:

AMTD) (“TD Ameritrade”), a provider of securities brokerage services and related technology-based financial services to retail investors, traders and independent registered investment advisors, and has extensive financial experience.

In May 2007, he was named Executive Vice President of TD Ameritrade.

In his role as Chief Financial Officer, he oversaw investor relations, business development, certain treasury functions and finance operations, including accounting, business planning and forecasting, external and internal reporting, tax and competitive intelligence.

From May 1999 until October 2006, he served as the Managing Director of Finance at TD Ameritrade, during which time he played a significant role in evaluating merger and acquisition opportunities.

Prior to joining TD Ameritrade, he served as Vice President of Acceptance Insurance Companies, Inc., where he was responsible for all aspects of mergers and acquisitions, investment banking activity, banking relationships, investor communications and portfolio management.

Prior to joining Acceptance, Mr.

Gerber spent eight years with Coopers & Lybrand, now known as PwC, serving as an audit manager primarily focusing on public company clients.

Gerber was named to Institutional Investor Magazine’s All-America Executive Team as one of the top three CFOs in the Brokerage, Asset Managers and Exchanges category (2012 and 2013).

He was also named a member of the CNBC CFO Council (2013 and 2014).

Since January 2017, he has served

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on the Board of Directors of Northwestern Mutual Series Fund, a mutual fund company.

He has also served on the Board of Directors of the U.S.

holding company for the Royal Bank of Canada since July 2016 and Streck, Inc., a privately held company, since March 2015.

In addition, he serves on the Boys Town National Board of Trustees.

Gerber holds a B.B.A.

in Accounting from the University of Michigan.

Gerber holds a CPA license in the state of Michigan.

We believe that Mr.

Gerber’s extensive knowledge of Caliber’s business as a member of the Advisory Board of Caliber and his extensive corporate and leadership experience qualify him to serve on our Board of Directors.

Michael Trzupek.

Trzupek has been a member of the Board of Directors of the Company since May 2023.

Trzupek has been a member of our Advisory Board since May 2019.

He is currently the Chief Financial Officer for Imagination Technologies a semiconductor and software design company based in the United Kingdom.

From September 2020 to April 2022, Mr.

Trzupek served as the Chief Financial Officer of Core Scientific, one of the largest digital asset mining infrastructure providers in North America.

From February 2019 to June 2020, Mr.

Trzupek served as the Chief Financial Officer of Premera Blue Cross, Washington’s leading health plan.

Trzupek oversees accounting, financial planning and analysis, investment and treasury.

Prior to joining Premera Blue Cross, Mr.

Trzupek served as Group Vice President for Providence St.

Joseph Health System, executing finance functions, strategic planning and budgeting, as well as the evaluation of affiliations, acquisitions and strategic investments.

Prior to Providence St.

Joseph Health System, he was a Corporate Finance General Manager at Microsoft, focused on business planning for the Company’s hardware products, including Xbox and Surface.

Trzupek began his financial career at Intel.

Trzupek received his Master of Business Administration from the University of Chicago.

He is a member of the Board of Directors at the Seattle Aquarium, as well as a former Advisory Board member for eCapital Advisors.

We believe that Mr.

Trzupek’s extensive knowledge of Caliber’s business as a member of the Advisory Board of Caliber and his extensive corporate and leadership experience qualify him to serve on our Board of Directors.

Hansen has been a member of the Board of Directors of the Company since May 2023.

Hansen has been a member of our Advisory Board since May 2022.

Hansen is currently the Global Head of Hyatt Studios, Hyatt Hotels first extended stay upper-midscale brand in the Americas.

He previously served as the Chairman, President and Chief Executive Officer of Summit Hotel Properties, Inc.

(NYSE:INN) from that company’s initial public offering until his retirement in 2021.

He served on the Board of the American Hotel & Lodging Association (AHLA) and as a trustee of the AHLA Foundation and on advisory councils of multiple hotel brands.

Hansen was recognized by Institutional Investor Magazine as a top small-cap executive in 2017, and in 2018, received the EY Entrepreneur of The Year Award in the Texas region.

Prior to joining The Summit Group, Mr.

Hansen spent 11 years with Merrill Lynch in various leadership positions culminating as a Vice President and Regional Sales Manager in the Texas Mid-South Region.

Hansen graduated from South Dakota State University with a B.A.

in Economics.

We believe that Mr.

Hansen’s extensive corporate and leadership experience qualify him to serve on our Board of Directors.

Lawrence Taylor .

Taylor has been a member of the Board of Directors of the Company since August 2023.

Taylor is President of Taylor Strategy Group advising companies on finance, strategy, growth initiatives and related activities.

His experience spans start-ups, private companies, and publicly traded companies across diverse industries, including casino gaming, hospitality, manufacturing, aviation, commercial real estate, retail, and healthcare.

Previously, Mr.

Taylor served as Partner and Managing Director at Odyssey Capital Group, Chief Financial Officer at Excorp Medical, Inc., Corporate Director of Investment Relations at Grand Casinos, Inc., and others.

He is a Board Leadership Fellow of the National Association of Corporate Directors (NACD), is Directorship Certified by the NACD, and was recognized as a “Director to Watch” in 2020 by the Private Company Director Magazine.

Taylor earned a bachelor’s degree in finance from Louisiana Tech University.

Board Leadership Structure and Risk Oversight

Our Board of Directors does not have a policy on whether or not the role of the Chief Executive Officer and Chairman should be separate or, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee.

Currently, we operate with Mr.

Loeffler serving as our Chairman and our Chief Executive Officer.

We currently believe that Mr.

Loeffler serving in both capacities best serves the Company and suits the talents, expertise and experience that Mr.

Loeffler brings to the Company.

The Board of Directors as a whole is responsible for consideration and oversight of the risks we face and is responsible for ensuring that material risks are identified and managed appropriately.

Certain risks are overseen by committees of the Board of Directors and these committees make reports to the full Board of Directors, including reports on noteworthy risk-management issues.

Members of the Company’s senior management team regularly report to the full Board about their areas of responsibility and a component of these reports is the risks within their areas of responsibility and the steps management has taken to monitor and control such exposures.

Additional review or reporting on risks is conducted as needed or as requested by the Board or one of its committees.

Board Independence

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We are listed on the Nasdaq Capital Market (“NASDAQ”) and accordingly, we have applied NASDAQ listing standards in determining the “independence” of the members of our Board of Directors.

In addition, we are subject to the rules of the SEC and NASDAQ relating to the membership, qualifications, and operations of the Audit Committee, as discussed below.

The Nominating and Corporate Governance Committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company’s on-going compliance with NASDAQ independence standards.

Based on the NASDAQ listing standards and SEC rules and after reviewing the relationships with members of our Board, our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, has determined that each of William J.

Gerber, Michael Trzupek, Daniel P.

Hansen, and Lawrence Taylor qualifies as an independent director.

While the Company is a “controlled company” as defined under the NASDAQ rules and thus is entitled to an exemption from the majority independence rule, the Company has not elected this exemption for its 2025 election of directors but reserves the right to claim this exemption in the future.

Director Compensation

The following table sets forth all compensation paid to or earned by each non-employee director of the Company during fiscal year December 31, 2024.

Name Fees Earned or Paid in Cash ($) (1)

Option Awards ($) Stock Awards ($) Total ($)

Gerber $ 75,000 $ 47,072 $ — $ 122,072

Michael Trzupek $ 75,000 $ 47,072 $ — $ 122,072

Hansen $ 75,000 $ 47,072 $ — $ 122,072

Lawrence Taylor $ 75,000 $ 50,937 $ — $ 125,937

(1) The amounts listed in this column represent the retainer paid to each director for their service on the board and any committees on which they served during 2024.

Our non-employee director compensation is comprised of cash compensation.

Further, we reimburse all of our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and committees of the Board.

The Board believes that a significant portion of director compensation should align director interests with the long-term interests of stockholders.

The Board makes changes in its director compensation practices only upon the recommendation of the Compensation Committee, and discussion and approval by the Board.

Our Board, following the Compensation Committee’s recommendation, has approved the compensation of our non-employee directors, as described below.

The Compensation Committee believes that our non-employee director compensation remains aligned with director compensation practices at our peer companies while considering the ongoing cash constraints of the Company.

For 2024, our non-employee director annual compensation consisted of $75,000 in cash.

During fiscal 2024, our Board held four meetings and the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each held four meetings.

During the period for which a person served as a director, each director attended at least 75% of the aggregate of the total number of meetings held by the Board of Directors and the total number of meetings held by those committees of the Board of Directors on which such director served.

The Company’s policy is to encourage, but not require, Board members to attend annual stockholder meetings.

Committees and Membership

We maintain the following committees of the Board of Directors:

the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Each committee is comprised entirely of directors who are “independent” within the meaning of the rules of NASDAQ Rule 5605(a)(2) and all applicable SEC rules and regulations.

Each committee acts pursuant to a separate written charter, and each such charter has been adopted and approved by the Board of Directors.

Each committee charter is available on our website at caliberco.com under the heading “Investments - Public Investors” ( https://

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ir.caliberco.com/corporate-governance/governance-documents ).

The members of the committees and a description of the principal responsibilities of each committee are described below.

Audit Committee

Our Audit Committee consists of William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek, who are independent pursuant to the Direction Independence Standards of NASDAQ and SEC rules and regulations applicable to audit committees.

Our Board of Directors has determined that each William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek satisfies the independence requirements under NASDAQ listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our Audit Committee is Mr.

Trzupek, whom our Board of Directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The principal duties and responsibilities of our Audit Committee include, among other things:

• appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

• pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

• reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

• reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

• coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

• establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

• recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

• monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

• preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

• reviewing all related person transactions for potential conflict of interest situations and approving all such transactions;

• reviewing quarterly earnings releases.

The Audit Committee Charter is available on our website ( https://ir.caliberco.com/corporate-governance/governance-documents ).

Compensation Committee

Our Compensation Committee consists of William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek.

The chair of our Compensation Committee is Mr.

Each member of our Compensation Committee is independent under NASDAQ listing standards.

The principal duties and responsibilities of our compensation committee include, among other things:

• evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation:

(i) recommending to the board of directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;

• reviewing and recommending to the board of directors the cash compensation of our other executive officers;

• reviewing and establishing our overall management compensation, philosophy, and policy;

• overseeing and administering our compensation and similar plans;

• reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NASDAQ rules;

• retaining and approving the compensation of any compensation advisors;

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• reviewing and approving our policies and procedures for the grant of equity-based awards;

• reviewing and recommending to the board of directors the compensation of our directors;

• preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement.

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

The Compensation Committee Charter is available on our website ( https://ir.caliberco.com/corporate-governance/governance-documents ).

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek.

The chair of our Nominating and Corporate Governance Committee is Mr.

Each member of our Nominating and Corporate Governance Committee independent under NASDAQ listing standards.

The Nominating and Corporate Governance Committee’s responsibilities include, among other things:

• developing and recommending to the board of directors’ criteria for board and committee membership;

• establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

• reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

• identifying individuals qualified to become members of the board of directors;

• recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

• reviewing and recommending to the board of directors’ appropriate corporate governance guidelines;

• overseeing the evaluation of our board of directors.

The Nominating and Corporate Governance Committee Charter is available on our website ( https://ir.caliberco.com/corporate-governance/governance-documents ).

The Director Nomination Process

The Nominating and Corporate Governance Committee considers nominees from all sources, including stockholders.

The Nominating and Corporate Governance Committee has the authority to lead the search for individuals qualified to become members of the Company’s Board of Directors and to select or recommend to the Board of Directors director nominees to be presented for stockholder approval.

The Nominating and Corporate Governance Committee may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

Our Nominating and Corporate Governance Committee nominates individuals to our Board of Directors based on a variety of factors, including the criteria set forth below.

Nominees to our Board of Directors are expected to possess fundamental qualities of intelligence, integrity, ethics, and accountability;

have proven achievements and competence in their fields;

and have a background that demonstrates an understanding of business, real estate, and financial affairs.

Nominees must be willing and able to spend the time required to effectively fulfill duties as a director, collaborate with other directors and the executives of the Company.

Members of our Board of Directors are expected to be committed to the success of the Company, to think critically and independently, and to be willing to communicate in a constructive manner.

Directors are selected on the basis of qualifications and experience.

Other factors in the selection process may include expertise;

business experience;

knowledge regarding real estate, finance, marketing, financial reporting, cybersecurity, or management.

A nominee’s ability to meet the independence criteria established by the NASDAQ or NYSE is also a factor in the selection process.

The Nominating and Corporate Governance Committee will consider candidates for the Board of Directors that are recommended by stockholders so long as the recommendations comply with our Third Amended and Restated Certificate of Incorporation;

our Amended and Restated Bylaws;

and applicable laws, rules, and regulations, including those promulgated by the SEC.

The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with the Third Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Guidelines, and with the nominee criteria described above.

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Stockholder Communications

Any stockholder who desires to contact any of our directors can write to CaliberCos Inc., 8901 E.

Mountain View Rd.

150, Scottsdale, Arizona 85258, Attention:

Corporate Secretary.

Your letter should include the following information:

(i) if you are a security holder, a statement of the type and number of Company securities you hold;

(ii) if you are not a security holder and are submitting the communication to the non-management directors as an interested party, the nature of your interest in the Company;

(iii) any special interest, meaning an interest not in the capacity as a securityholder of the Company, of the person in the subject matter of the communication;

(iv) and your address, telephone number and e-mail address, if any.

All communications will be reviewed by our Corporate Secretary and, if appropriate, directed to the appropriate member(s) of the Board.

Code of Conduct and Code of Ethics

We have adopted a written Code of Conduct and a Code of Ethics each of which applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions.

Current copies of the codes are posted on the Corporate Governance section of our website, located at https://ir.caliberco.com/corporate-governance/governance-documents .

If we make any substantive amendments to, or grant any waivers from, the Code of Conduct and the Code of Ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Upon written request to our Corporate Secretary, CaliberCos Inc.

Mountain View Rd.

150, Scottsdale, Arizona 85258, we will provide you with a copy of our Code of Conduct and/or our Code of Ethics, without cost.

Short Sale and Hedging and Pledging Policies

Our Amended and Restated Insider Trading Policy applies to our directors, officers, employees, and family members who reside in the household of each person.

The policy prohibits directors, officers, employees, and family members who reside in the household of each person, from engaging in short sales, derivatives trading or hedging involving the Company’s securities or pledging or margining the Company’s Common Stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Copies of all filed reports are required to be furnished to us.

Based solely on the reports received by us and on the representations of the reporting persons, we believe that our directors and executive officers complied with all applicable filing requirements during the fiscal year ended December 31, 2024 , except Ignacio Martinez, who filed one late Form 3 and one late Form 4;

Michael Trzupek, Jennifer Schrader and Jade Leung, each of whom filed one late Form 4;

Loeffler II, who filed two late Form 4s.

Further, based solely on the reports received by us and on the representations of the reporting persons, we believe each greater than ten percent holder complied with all applicable filing requirements during the fiscal year ended December 31, 2024.

Information Concerning Executive Officers

The following table sets forth the names, ages and titles of our executive officers:

Name Age Title

“Chris” Loeffler, II 40 Chief Executive Officer and Chairman of the Board

Jennifer Schrader 43 President & Chief Operating Officer and Vice-Chairperson

Jade Leung 51 Chief Financial Officer

Roy Bade 62 Chief Development Officer

Ignacio Martinez 57 Chief Operating Officer

Information about John C.

Loeffler, II our Chief Executive Officer, and Jennifer Schrader, our President, is set forth above under “PROPOSAL 1 Election of Directors - Nominees ”.

Leung has served as Caliber’s Chief Financial Officer and corporate secretary since April 2017.

As Chief Financial Officer, Mr.

Leung oversees all aspects of accounting and controllership, financial planning and analysis, tax, financial reporting, and treasury functions at Caliber.

Before being named Chief Financial Officer, Mr.

Leung served as Caliber’s Vice

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President of Finance and was responsible for managing and streamlining the Company’s accounting and compliance functions across all divisions and functions.

In August 2016, he was also named the Chief Compliance Officer for the Company’s Arizona issuer-dealer, Caliber Securities, LLC, which established a new revenue stream for the Caliber group of companies.

Prior to joining Caliber, Mr.

Leung spent 12 years with PwC where he managed audit and accounting advisory services for some of PwC’s largest Fortune 500 companies in the United States, Canada, and Japan.

Leung participated in over $1 billion of public market transactions and financing arrangements.

Leung earned an accounting degree from Ryerson University and a Bachelor of Arts degree in Psychology from the University of British Columbia and holds an active CPA license in the states of Arizona and Maine.

Bade has served as the Chief Development Officer of Caliber since November 2019.

Roy is responsible for managing real estate service lines provided by Caliber’s vertically integrated group of operating businesses.

His four areas of responsibility include vertical and horizontal real estate development, construction, acquisitions, and project financing.

Bade joined Caliber in 2014 as Fund Manager and was quickly promoted to Executive Vice President and Fund Manager.

He was responsible for maximizing returns on existing properties and managing Caliber’s development and construction activity.

For nearly 30 years prior to joining Caliber, Mr.

Bade acted as the principal and managing partner of two businesses, Bade Commercial Services Inc and BCS Development Group, LLC, which included the development, construction, and property management of commercial, retail and industrial properties throughout Phoenix, Arizona.

During this time, Mr.

Bade developed, constructed and owned over 750,000 square feet of property.

Bade graduated from Washington State University with a Bachelor of Science in Business Information Systems, and holds a Commercial General Contractor’s license, and holds an Arizona Real Estate Broker’s license.

Ignacio Martinez.

Martinez has served as the Chief Operating Officer of the Company since April, 1 2024.

Prior to serving as Chief Operating Officer, Mr.

Martinez was the Senior Vice President of Operations since he joined the Company in June 2023.

Prior to joining Caliber, Mr.

Martinez had served as Senior Vice President of Security, Risk and Compliance for Smartsheet (NYSE:

SMAR), an enterprise Software as a Service (SaaS) work management platform since July 2017, where he played a key role in helping to build and scale the business in preparation for its initial public offering.

Martinez holds a degree in business from New Mexico State University.

Material Proceedings

None of our directors or executive officers has been involved in any events enumerated under Item 401(f) of Regulation S-K during the past ten years that are material to an evaluation of the ability or integrity of such persons to be our directors or executive officers.

No material proceedings exist in which any of our directors or executive officers is an adverse party to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Executive Compensation

The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Compensation of Named Executive Officers

The summary compensation table below shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2024 and 2023.

Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years.

The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

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Name and Principal

Position Fiscal Year Salary ($) Bonus (1) ($)

Stock Awards (2) ($)

Option Awards ($) Incentive Plan Compensation ($) All Other Compensation (3) ($)

“Chris” Loeffler, II 2024 $ 490,000 $ 10,000 $ 326,087 $ — $ — $ 63,177 $ 889,264

Chief Executive Officer and Chairman of the Board 2023 490,000 42,500 397,493 — — 28,025 958,018

Jennifer Schrader 2024 450,000 10,000 326,087 — — 83,378 869,465

President & Chief Operating Officer and Vice-Chairperson 2023 450,000 42,500 397,493 — — 9,900 899,893

Jade Leung 2024 375,000 20,000 253,623 253,623 — — 13,800 662,423

Chief Financial Officer 2023 375,000 219,175 311,360 — — 8,250 913,785

Roy Bade 2024 350,000 220,000 163,043 — — 10,300 743,343

Chief Development Officer 2023 350,000 315,344 358,999 — — 6,750 1,031,093

Ignacio Martinez 2024 325,000 20,000 431,159 — — — 776,159

Chief Operating Officer

(1) The amounts reported in this column reflect cash bonus payments made in the respective year for performance.

(2) The amounts reported in this column reflect restricted stock units awarded in the respective year for performance.

(3) The amounts reported in this column represent employer 401(k) contributions.

Loeffler’s and Ms.

Schrader’s other compensation includes loan guarantee fees of $70,952 and $69,578, respectively.

(4) Ignacio Martinez was determined to be a Named Executive Officer in connection with his appointment as Chief Operating Officer on April 1, 2024.

Employment Agreements

The Company entered into Executive Employment Agreement, dated January 1, 2019, with each of John C.

Loeffler, II, Jennifer Schrader, Jade Leung and Roy Bade (each an “Executive”, and together the “Executives”).

The Executive Employment Agreements (the “Employment Agreements”) provide for certain base salary and termination payments to the Executives as follows:

The Employment Agreements are for an indefinite term until the agreement is terminated.

Loeffler’s annual base salary is $490,000 and his employment agreement provides for compensation of $2,083.33 per month for any and all leadership services rendered in any capacity (“Leadership Compensation”).

Schrader’s annual base salary is $450,000 and her employment agreement provides for Leadership Compensation of $2,083.33 per month.

Leung’s annual base salary is $375,000 and his employment agreement provides for Leadership Compensation of $2,083.33 per month.

Bade’s annual base salary is $350,000 and his employment agreement provides for Leadership Compensation of $2,083.33 per month.

Martinez’s annual base salary is $325,000.

Following the termination of the employment of an Executive under the circumstances described below, the Company will pay to Executive in accordance with its regular payroll practices the following compensation and provide the following benefits:

In the event that an Executive's employment is terminated by reason of an Executive's death or disability, an Executive or his/her estate, as the case may be, shall be entitled to the following payments:

(i) payment of an Executive’s Base Salary plus Leadership Compensation;

(ii) any pro rata Bonus earned by an Executive;

and (iii) payment of amounts and benefits available under the employee benefit plans.

• Termination by the Company for Cause.

In the event that an Executive's employment is terminated by the Company for cause, an Executive will not be entitled to compensation, pro rata Bonus or other benefits.

• Termination by the Company Without Cause.

In the event that an Executive's employment is terminated by the Company without cause, an Executive will be entitled to receive their Base Salary, any pro rata Bonus and any expenses earned or incurred through the date of termination.

An Executive will be entitled to receive a severance payment of their current Base Salary plus Leadership Compensation for twelve (12) or thirty-six (36) months, depending on the Executive

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• Voluntary Resignation by Executive for Good Reason.

In the event of an Executive's resignation for Good Reason, an Executive will be entitled to receive their Base Salary plus Leadership Compensation, any pro rata Bonus and any expenses earned or incurred through the date of termination.

An Executive will be entitled to receive a severance payment of their current Base Salary plus Leadership Compensation for twelve (12) or thirty-six (36) months, depending on the Executive.

• Resignation.

In the event an Executive resigns from the Company regardless of circumstances or reason, the Executive shall be entitled to receive only the Base Salary plus Leadership Compensation and Bonus earned by him through the effective date of his resignation

In September 2022, the Company adopted new compensation arrangements for its Named Executive Officers;

these arrangements are in the process of being reduced to formal agreements which will replace existing agreements in place with such officers.

Other than as set forth below, each of the formal agreements will contain identical terms and conditions.

The agreements will (i) provide for at-will employment, (ii) provide an auto allowance equal to $19,500 per year, (iii) provide for severance equal to 12 months of salary upon termination without cause or voluntary resignation for good reason and (iv) require that the Named Executive Officer shall devote substantially all of his/her time and attention to the performance of his/her duties and responsibilities for and on behalf of the Company except as may be consented to by the Company.

The Company entered into an Employment Agreement, dated May 25, 2023, with Ignacio Martinez.

The Employment Agreement is for an indefinite term until the agreement is terminated.

Martinez’s annual base salary is $325,000.

He is eligible to receive an annual bonus based on performance of up to 125% of his base compensation and long-term incentives via the Company’s 2017 Incentive Stock Plan.

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The following table sets forth the agreed to compensation arrangements with each of our Named Executive Officers:

Name Base Salary ($) Maximum Bonus as a Percentage of Base Salary ($) Maximum Bonus ($) (1)

Long Term Incentive (LTI) ($) (2)

Total Compensation Potential ($)

“Chris” Loeffler, II $ 490,000 200 % $ 980,000 $ 450,000 $ 1,920,000

Jennifer Schrader $ 450,000 150 % $ 675,000 $ 450,000 $ 1,575,000

Jade Leung $ 375,000 100 % $ 375,000 $ 350,000 $ 1,100,000

Roy Bade $ 350,000 150 % $ 525,000 $ 225,000 $ 1,100,000

Ignacio Martinez (3)

$ 325,000 125 % $ 406,250 $ 250,000 $ 981,250

(1) Bonuses are discretionary, will be dependent on both individual and company performance and will be issued following the close of each year.

The amounts listed under Maximum Bonus ($) are target totals assuming the Named Executive Officer achieves his/her designated goals and expected outcomes in the annual plan.

(2) The LTI will be payable in the form of RSU's from the 2024 Equity Incentive Plan, subject to vesting further to the provisions in the plan.

The calculation of total shares to issue for the year will be completed annually as of the first business day each year and the corresponding share price average for the preceding 20 trading days, or as otherwise agreed upon by the Board of Directors.

(3) Ignacio Martinez was determined to be a Named Executive Officer in connection with his appointment as Chief Operating Officer on April 1, 2024.

Other than the employment arrangements described above, we have not entered into any arrangements providing for payments or benefits in connection with the resignation, severance, retirement or other termination of any of our named executive officers, changes in their compensation or a change in control.

In general, Caliber's pay philosophy with respect to its Named Executive Officers is to target at or about the market median of peer group companies for a Named Executive Officer's total compensation, with actual compensation varying based on performance and tenure.

Caliber makes such compensation decisions for the Named Executive Officers based on:

• The Company's strategic and human resources objectives;

• Competitive data for peer group companies and for a broader group of asset management firms;

• Corporate and individual performance on key initiatives;

• Corporate performance compared to our competitors;

• Economic conditions;

• Advice of outside executive compensation consultants and that of our Advisory Board;

• How the elements of compensation contribute to and interrelate to total compensation.

The peer group of companies was compiled by an unaffiliated compensation consultant's study.

The compensation consultant recommends an appropriate peer group of public, similarly sized, asset management companies, considering the Company's and the competitors' strategy, mix of business and size, as measured primarily by annual revenues, market capitalization and total assets.

These companies are the major competitors in one or more of the Company's businesses, but none represent the exact business mix of the Company.

Caliber strives to target compensation for the Named Executive Officers at the median of the compensation of the named executive officers at the peer group companies.

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Potential Payments Upon Termination or Change-In-Control

The Employment Agreements, and the employment arrangements approved in 2022, provide for severance benefits upon a termination of employment under certain circumstances.

For a discussion regarding the benefits see “ Employment Agreements .”

Outstanding Equity Awards at Fiscal Year End Table

Option Awards Stock Awards

Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

“Chris” Loeffler, II — — — N/A N/A 482,927 $ 337,566 — $ —

Jennifer Schrader — — — N/A N/A 482,927 $ 337,566 — $ —

Jade Leung 386,436 — — $ 3.35 1/1/2026 387,742 $ 271,032 — $ —

59,452 — — $ 5.85 12/31/2029 — $ — — $ —

Roy Bade 445,888 — — $ 3.35 1/1/2026 312,535 $ 218,462 — $ —

Ignacio Martinez 59,375 — 9,625 $ 2.87 11/14/2033 807,008 $ 564,099 — $ —

Recovery of Erroneously Awarded Compensation

The Board adopted a clawback policy (the “Clawback Policy”) effective as of May 15, 2023.

The Clawback Policy, which is administered by the Compensation Committee of the Board of Directors, applies to current and former executive officers of the Company (each an “Covered Person”).

In the event the Company is required to prepare an accounting restatement of its financial results as a result of a material noncompliance by the Company with any financial reporting requirement under the federal securities laws, the Company will have the right to use reasonable efforts to recover from any Covered Person who received incentive compensation (whether cash or equity) from the Company during the three-year period preceding the date on which the Company was required to prepare the accounting restatement, any excess incentive compensation awarded as a result of the misstatement.

As of December 31, 2024, there have been no Restatements that would require recovery of erroneously awarded compensation under the Clawback Policy.

Equity Incentive Plans

2017 Incentive Stock Plan

We currently have adopted the 2017 Incentive Stock Plan, as amended and restated in December 2021 (the “2017 Plan”).

The 2017 Plan remains in place for governance of awards made prior to adoption of our 2024 Equity Incentive Plan in 2024.

As of December 31, 2024 and 2023, options representing 2,699,252 and 2,285,601 shares, respectively, have been awarded and are outstanding under the 2017 Plan.

As of December 31, 2024 and 2023, restricted stock units representing 4,847,067 and 2,386,786 shares have been awarded and are outstanding under the 2017 Plan, respectively.

No new awards may be made under the 2017 Plan.

2024 Incentive Stock Plan

We have adopted a 2024 Equity Incentive Plan (the “2024 Plan”).

An aggregate of 4.0 million shares of our Class A common stock is reserved for issuance and available for awards under the 2024 Plan.

The 2024 Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our affiliates.

As of December 31, 2024, options representing 148,000 shares have been awarded and are outstanding under the 2024 Plan.

As of December 31, 2024, restricted stock units representing 607,505 shares have been awarded and are outstanding under the 2024 Plan.

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Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

The following table sets forth information with respect to the beneficial ownership of our shares as of March 19, 2024 by:

• each named executive officer;

• each of our directors;

• our directors and executive officers as a group;

• each person or entity known by us to own beneficially more than 5% of our Class A Common Stock and Class B Common Stock (by number or by voting power).

In accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 15,695,959 shares of Class A Common Stock and 7,416,414 shares of Class B Common Stock outstanding as of the Record Date.

In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that are currently exercisable, or exercisable or would vest based on service-based vesting conditions within 60 days of the Record Date.

However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o CaliberCos Inc.

Mountain View Rd., Ste 150, Scottsdale, Arizona 85258.

Shares Beneficially Owned (1)

Name of Beneficial Owner Class A Common Stock Class B Common Stock % Total Voting Power (2)(3)

Shares % Shares %

Named Executive Officers and Directors

Jennifer Schrader (4)

271,288 1.6 % 3,709,693 50.0 % 40.8 %

Loeffler, II (5)

291,287 1.7 % 3,706,721 50.0 % 40.8 %

952,334 5.5 % — — % 1.0 %

Jade Leung (7)

843,763 4.8 % — — % *

William Gerber (8)

190,982 1.1 % — — % *

Michael Trzupek (9)

189,036 1.1 % — — % *

272,125 1.6 % — — % *

Lawrence Taylor (13)

171,101 * — — % *

Ignacio Martinez (11)

253,460 1.5 % — — % *

Directors, Director Nominees and Executive Officers as a Group (9 Persons) (12)

3,435,376 19.7 % 7,416,414 100.0 % 84.7 %

5% Beneficial Owners:

Schrader (14)

3,390,736 19.4 % — — % 3.7 %

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__________________________________

*Indicates ownership of less than 1%

(1) In computing the number of shares of Common Stock beneficially owned by a person and the percentage of beneficial ownership of that person, shares of Common Stock underlying restricted stock units or options held by that person that are convertible or exercisable, as the case may be, within 60 days of the Record Date are included.

Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2) Does not give effect to (i) the conversion of Class B Common Stock to Class A Common Stock, (ii) the conversion of convertible debt securities into Class A Common Stock, (iii) the conversion of Series A Preferred Stock into Class A Common Stock or (iv) the vesting of any issued and outstanding stock options or restricted stock units outstanding as of the date hereof under either the 2017 Plan or the 2024 Plan and excludes shares of Class A Common Stock reserved for future issuance pursuant to outstanding awards under our 2024 Plan.

None of the named executive officers and directors or Donnie Schrader beneficially own any convertible debt securities.

In addition, no holder of convertible debt would become a beneficial owner of 5% or more of the Company’s Class A Common Stock should any such holder convert all convertible debt held by such holder within 60 days of the Record Date.

(3) Percentage total voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock, as a single class.

Each holder of Class B Common Stock is entitled to ten votes per share of Class B Common Stock and each holder of Class A Common Stock is entitled to one vote per share of Class A Common Stock on all matters submitted to our stockholders for a vote.

The Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.

The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.

(4) Includes 245,154 fully vested restricted stock units (“RSUs”) and 26,134 RSUs vesting within 60 days of the Record Date, which represent a contingent right to receive Class A Common Stock upon vesting.

Class A Common Stock does not include shares of Class A Common Stock held by Jennifer Schrader’s spouse Donnie Schrader.

Schrader disclaims beneficial ownership of all shares of Class A Common Stock held by Donnie Schrader, except to the extent of her pecuniary interest, if any, therein.

See also footnote 13.

(5) Includes 19,999 shares of Class A Common Stock, 245,154 fully vested RSUs, and 26,134 RSUs vesting within 60 days of the Record Date, which represent a contingent right to receive Class A Common Stock upon vesting.

Class B Common Stock includes 1,778,989 shares held in The C LO 2021 Irrevocable Trust under agreement of which Mr.

Loeffler is trustee.

(6) Includes 445,888 fully vested and exercisable stock options, 416,792 fully vested RSUs, 18,992 RSUs vesting within 60 days of the Record Date, which represent a contingent right to receive Class A Common Stock upon vesting, and 70,662 shares of Class A Common Stock held by Wave Investments LLC of which Mr.

Bade is the sole manager.

(7) Includes 28,500 share of Class A Common Stock, 445,888 fully vested and exercisable stock options, 347,739 fully vested RSUs, and 21,636 RSUs vesting within 60 days of the Record Date, which represent a contingent right to receive Class A Common Stock upon vesting.

(8) Includes 13,006 shares of Class A Common Stock and 177,976 fully vested and exercisable stock options.

(9) Includes 11,060 shares of Class A Common Stock and 177,976 fully vested and exercisable stock options.

(10) Includes 109,012 shares of Class A Common Stock and 163,113 fully vested and exercisable stock options.

(11) Includes 65,625 fully vested and exercisable stock options, 164,636 fully vested RSUs, 16,949 RSUs vesting within 60 days of the Record Date, which represent a contingent right to receive Class A Common Stock upon vesting, and 6,250 stock options exercisable within 60 days of the Record Date.

(12) Includes 1,645,817 fully vested stock options and options exercisable within 60 days of the Record Date and 109,845 RSUs vesting within 60 days of the Record Date.

(13) Includes 8,000 shares of Class A Common Stock and 163,101 fully vested and exercisable stock options.

(14) Based on information known to the Company and Mr.

Schrader’s Form 3 filed May 15, 2023.

Does not include Class A Common Stock or Class B Common Stock held by Donnie Schrader’s spouse Jennifer Schrader.

Schrader disclaims beneficial ownership of all shares of Common Stock held by Jennifer Schrader, except to the extent of his pecuniary interest, if any, therein.

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Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage.

During the three months ended December 31, 2024, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors.

With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform and no longer reviews operating results for development or brokerage activity separately.

As such, management concluded that the Company operates through one operating segment.

The Company’s CODM assesses revenue, operating expenses and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S.

GAAP) and noncontrolling interests.

Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as The Company’s CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds.

The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as the Company was determined to be the primary beneficiary of each of these variable interest entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual investment funds.

The following describes revenue recognition for the fees the Company earns from providing services under its asset management platform:

Fund set-up fees are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund.

These fees are recognized at the point in time when the performance under the contract is complete and are included in asset management revenues in the accompanying consolidated statements of operations.

Fund set-up fees replaced fund formation fees that are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds.

Fund management fees are generally based on 1.0% to 1.5% of the unreturned capital contributions in a particular fund and include reimbursement for costs incurred on behalf of the fund, including an allocation of certain overhead costs.

These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time.

With respect to the Caliber Hospitality Trust (as defined in Note 3 – VIEs), the Company earns a fund management fee of 0.70% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds.

These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan.

In addition, the Company earns fees for guarantying certain loans, representing a performance obligation that the Company satisfies over time.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds.

Revenues are generally based on 4.0% of the total expected costs of the development or 4.0% of the total expected costs of the construction project.

Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities.

During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

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Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations.

Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula.

We typically receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions;

and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions.

Our funds’ preferred returns range from 6.0% to 12.0%, typically 6.0% for common equity or 10.0% to 12.0% for preferred equity, which does not participate in profits.

Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold.

These revenues are included in performance allocations in the accompanying consolidated statements of operations

The table below shows the consolidated revenues earned for providing services under the Company’s asset management platform for the years ended December 31, 2024 and 2023.

Years Ended December 31,

Fund set-up fees $ 1,494 $ 370

Fund management fees 7,725 5,115

Financing fees 396 221

Development and construction fees 6,420 4,025

Brokerage fees 844 840

Total asset management 16,879 10,571

Performance allocations 358 3,639

Total related party revenue $ 17,237 $ 14,210

As of December 31, 2024 and 2023, amounts due to the Company from related parties for services performed under the Company’s asset management platform was $6.2 million.

In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid for by the Company on their behalf and other charges.

These amounts are generally unsecured, interest-free, and due on demand.

As of December 31, 2024 and 2023, other amounts due from related parties was $0.8 million and $1.9 million.

As of December 31, 2024 and 2023, other amounts due to related parties from the Company were $0.3 million and $0.3 million, respectively.

Notes Receivable

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The Company entered into unsecured promissory notes with related parties.

No payments are required prior to the maturity of the notes.

The notes may be prepaid in whole, or in part, without penalty.

The following table summarizes the notes payable – related parties as of December 31, 2024 and 2023 (in thousands):

Notes Receivable - Related Parties December 31, 2024 December 31, 2023 Interest Rate (1)

Maturity Date (1)

Caliber Hospitality LP $ — $ — 12.00% September 2025

Olathe — 25 12.00% May 2025

DFW Behavioral Health LLC 22 25 14.00% May 2025

Blue Spruce Ridge 13 — 12.00% December 2026

West Ridge 70 — 12.00% December 2026

Total Notes Receivable - Related Parties $ 105 $ 50

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, and Caliber Fixed Income Fund III.

During the years ended December 31, 2024 and 2023, the Company earned $0.2 million and an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying consolidated statements of operations.

Interest that accrues on certain related party notes receivable can be added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate.

There was an immaterial amount of interest due to the Company as of December 31, 2024 and 2023.

Notes Receivable – Related parties of consolidated funds

The consolidated funds entered into unsecured promissory notes with related parties.

The notes may be repaid in whole, or in part, without penalty.

The notes receivable – related parties consisted of the following as of December 31, 2024 and 2023 (in thousands):

Notes Receivable - Related Parties December 31, 2024 December 31, 2023 Interest Rate (1)

Maturity Date (1)

SF Alaska $ — $ 14,976 12.00% May 2025

Edgewater/The Ketch — 7,198 12.00% May 2026

Circle Lofts — 1,797 12.00% May 2026

Elliot 10 (ESP) — — 13.00% September 2025

Elliot 10 (ESP) 1,198 — 12.00% April 2026

J-25 Development Group — 4,804 12.00% May 2026

— 109 12.00% September 2025

Ridge II — 846 12.00% December 2024

Ironwood — 2,703 13.00% September 2025

47th Fund — — 12.00% May 2025

Southridge — 2,187 13.00% July 2025

Caliber Hospitality LP — — 12.00% June 2025

Caliber Hospitality LP 5,650 — 12.00% September 2026

Blue Spruce — — 13.00% January 2026

West Ridge (3)

— — 12.00% March 2026

Total Notes Receivable - Related Parties $ 6,848 $ 34,620

__________________________________

(1) As of December 31, 2024.

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(2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, and Caliber Fixed Income Fund III.

During the years ended December 31, 2024 and 2023, the consolidated fund earned $5.9 million and $3.7 million, respectively, of interest in connection with the notes.

Interest that accrues on certain related party notes receivable, in which the consolidated fund and respective borrower mutually agreed, is added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate.

$0.3 million and no interest was due to the Company as of December 31, 2024 and 2023, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

Notes Payable – Related parties of consolidated funds

The consolidated funds entered into unsecured promissory notes with related parties.

The notes may be repaid in whole, or in part, without penalty.

The notes payable – related parties consisted of the following as of December 31, 2024 and 2023 (in thousands):

Notes Payable - Related Parties December 31, 2024 December 31, 2023 Interest Rate (1)

Maturity Date (1)

Caliber Tax Advantaged Opportunity Zone Fund, LP $ — $ 8,012 N/A N/A

Caliber Tax Advantaged Opportunity Zone Fund II, LP — 4,043 N/A N/A

Elliot, LLC — —

Caliber Fixed Income Fund III 2,047 — 13.00% September 2025

Total Notes Payable - Related Parties $ 2,047 $ 12,055

__________________________________

(1) As of December 31, 2024.

No interest was payable as of December 31, 2024.

As of December 31, 2023, there was $0.1 million of interest expense payable.

Management expects to extend these notes at maturity.

The Company’s Corporate Governance Guidelines outline the policies and procedures related to reviewing and approving related party transactions.

The Board and its committees review and approve all related party transactions and any contracts or other transactions with current or former directors and executive officers of the Company, including consulting arrangements, employment agreements, change-in-control agreements, termination arrangements, and loans to officers made or guaranteed by the Company.

The Audit Committee generally take the lead in reviewing related party transactions, and the Compensation Committee and the Nominating and Corporate Governance Committee generally take the lead in reviewing related party contracts, such as consulting arrangements, termination agreements, and any other contracts or arrangements involving any compensatory or monetary terms.

The Company does not enter into any such transaction unless the transaction is determined by the disinterested directors to be fair to the Company or is approved by the disinterested directors or by the stockholders.

Any determination by the Company’s disinterested directors is based on a review of the particular transaction, applicable laws and regulations, policies of the Company, and the listing standards of NASDAQ.

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Buyback Program

In September 2018, the Company agreed to repurchase 3,709,693 shares (“Buyback Program”) owned by one of its non-participating founders for $4.54 per share of Class A Common Stock in exchange for an amendment to such non-participating founder’s shareholder voting rights and other Company protections.

Due to the length of time of the liability, the Company recorded a liability of $13.6 million and a corresponding reduction to equity in treasury stock at the inception of the Buyback Program using a present value discount rate of 10.00%.

As of December 31, 2022, remaining number of shares to be repurchased was 3,432,351 and the balance of the liability was $12.4 million, which is included in buyback obligation on the accompanying consolidated balance sheets.

During the year ended December 31, 2023, the Company repurchased 41,615 shares of Class A Common Stock pursuant to the Buyback Program and on May 19, 2023, the Company’s Class A Common Stock began trading on the NASDAQ Capital Market, at which point the buyback obligation was relieved and no further amounts were due under the Buyback Program.

Principal Accounting Fees and Services

The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

The following table provides information regarding the fees billed to us by Deloitte & Touche in the fiscal years ended December 31, 2024 and 2023.

All fees described below were approved by the Audit Committee:

For the fiscal years ended December 31,

Audit Fees (1)

$ 1,166,000 $ 875,000

Audit Related Fees (2)

53,500 290,000

All Other Fees 1,895 —

$ 1,221,395 $ 1,165,000

__________________________________

(1) Audit fees includes fees associated with the annual audits of our financial statements, quarterly reviews of our financial statements, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2) Audit related fees include fees associated with the initial public offering of shares of the Company’s Class A common stock.

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Exhibits, Financial Statement Schedules

8 unchanged sentences

(incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023)

Certificate of Designation, Preferences and Rights relating to the Series A Convertible Preferred Stock, dated November 26, 2024 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on December 4, 2024)

Certificate of Designation, Preferences and Rights relating to the Series AA Cumulative Redeemable Preferred Stock, dated March 5, 20245 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 11, 2025)

Description of Securities

3 unchanged sentences

Stock Purchase Agreement dated September 21, 2018, by and among the Company and Donnie Schrader (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on June 13, 2019)

Promissory Note, issued by the Company to the Investor (incorporated by reference to Exhibit 4.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Common Stock Purchase Warrant, issued by the Company to the Investor (incorporated by reference to Exhibit 4.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Common Stock Purchase Warrant, issued by the Company to the Investor (incorporated by reference to Exhibit 4.3 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

CaliberCos Inc.

1 unchanged sentence

333-272078), filed with the SEC on May 19, 2023)

CaliberCos Inc.

2024 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement (Schedule 14A) filed with the Commission on May 16, 2024)

CaliberCos Inc.

Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement (Schedule 14A) filed with the Commission on May 16, 2024)

Loan Agreement, dated as of January 20, 2023, among 47th Street Phoenix Airport LLC, CHPH Holding, LLC, and 44th and McDowell Holding, LLC, as Borrower and Trimont Real Estate Advisors, LLC, as Agent for BP Holdings SIGMA LLC, as Lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

001-04321), filed with the SEC on June 23, 2023)

Table of Con tents

Loan Agreement dated as of October 17, 2019 between Pollock Gateway II DE LLC, as borrower and Barclays Capital Real Estate Inc., as lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No.

12 unchanged sentences

and its directors and officers (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 23, 2022 (File No.

Form of Escrow Agreement by and among CaliberCos Inc., SI Securities, LLC and The Bryn Mawr Trust Company of Delaware (incorporated by reference to Exhibit 8.1 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on January 3, 2020)

Caliber/ Encore Opportunistic Growth Fund Limited Liability Company Agreement dated May 1, 2022 by and between CaliberCos Inc.

5 unchanged sentences

024-11016), filed with the SEC on July 7, 2023)

Securities Purchase Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Registration Rights Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Subsidiary Guarantee dated March 20, 2025, between the Company, the Guarantors (as defined in the Subsidiary Guarantee) and the Investor (incorporated by reference to Exhibit 10.3 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Equity Purchase Agreement, dated March 20, 2025 between the Company and the Investor (incorporated by reference to Exhibit 10.4 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Registration Rights Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.5 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025)

Code of Ethics

3 unchanged sentences

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

Table of Con tents

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

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Not Applicable.

Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on April 15, 2024 .

Table of Con tents

CALIBERCOS INC.

3 unchanged sentences

Loeffler, II Chairman and Chief Executive Officer

April 15, 2024

March 31, 2025

Loeffler, II (Principal Executive Officer)

/s/ Jade Leung Chief Financial Officer ( Principal Accounting Officer )

April 15, 2024

/s/ Jennifer Schrader President, Chief Operating Officer and Vice-Chairperson April 15, 2024

/s/ Jade Leung Chief Financial Officer

March 31, 2025

Jade Leung (Principal Accounting Officer)

/s/ Jennifer Schrader President and Vice-Chairperson March 31, 2025

Jennifer Schrader

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Gerber Director

April 15, 2024

March 31, 2025

/s/ Michael Trzupek Director

April 15, 2024

March 31, 2025

Michael Trzupek

/s/ Dan Hansen Director April 15, 2024

/s/ Lawrence Taylor Director April 15, 2024

/s/ Dan Hansen Director March 31, 2025

/s/ Lawrence Taylor Director March 31, 2025

Lawrence Taylor

1 unchanged sentence

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of CaliberCos Inc.

and subsidiaries

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of CaliberCos Inc.

Opinion on the Financial Statements

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred negative operating cash flows and has insufficient resources to satisfy upcoming debt maturities that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Tempe, Arizona

April 15, 2024

March 31, 2025

We have served as the Company's auditor since 2020 .

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AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

December 31, 2024 December 31, 2023

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Real estate investments, net 21,572 21,492

Due from related parties 9,759 9,646

Due from related parties, net of $4.0 million of allowance for doubtful accounts 7,070 9,759

Investments in unconsolidated entities 15,643 3,338

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Notes receivable - related parties 6,848 34,620

Due from related parties 320 12

Operating lease - right of use assets — 10,318

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Notes payable $ 50,450 $ 53,799

Notes payable - related parties — 365

Accounts payable and accrued expenses 9,532 8,886

Buyback obligation — 12,391

Due to related parties 313 257

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Total liabilities 94,282 233,414

Commitments and Contingencies

Commitments and Contingencies (Note 12)

CALIBERCOS INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

December 31, 2024 December 31, 2023

Preferred stock, $ 0.001 par value;

22,500,000 authorized and no shares issued and outstanding as of December 31, 2023 and 12,500,000 shares authorized and 1,651,302 shares of Series B Preferred Stock issued and outstanding as of December 31, 2022

Common stock Class A, $ 0.001 par value;

Series A non-cumulative convertible preferred stock, $ 0.001 par value;

22,500,000 shares authorized, 100,000 and no shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Class A common stock, $ 0.001 par value;

100,000,000 shares authorized, 15,177,583 and 13,872,671 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Common stock Class B, $ 0.001 par value;

Class B common stock, $ 0.001 par value;

15,000,000 shares authorized, 7,416,414 shares issued and outstanding as December 31, 2024 and December 31, 2023

Paid-in capital 43,996 39,432

Less treasury stock, at cost, 277,342 shares repurchased and 3,432,351 forward repurchase shares as of December 31, 2022.

As of December 31, 2023, there were 318,957 shares repurchased and no forward repurchase shares

Accumulated deficit ( 56,607 ) ( 36,830 )

Stockholders’ equity (deficit) attributable to CaliberCos Inc.

Stockholders’ (deficit) equity attributable to CaliberCos Inc.

( 12,589 ) 2,623

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Consolidated funds - gain on sale of real estate investments — 4,976

Other income, net 374 326

Gain on extinguishment of debt — 1,421

Other (loss) income, net ( 3,093 ) 374

Interest income 360 350

Interest expense ( 5,424 ) ( 4,717 )

Net (loss) income before income taxes ( 27,594 ) 13,951

Net loss before income taxes ( 21,470 ) ( 27,594 )

Benefit from income taxes — —

Net (loss) income ( 27,594 ) 13,951

Net (loss) income attributable to noncontrolling interests ( 14,891 ) 11,931

Net (loss) income attributable to CaliberCos Inc.

Net loss ( 21,470 ) ( 27,594 )

Net loss attributable to noncontrolling interests ( 1,693 ) ( 14,891 )

Net loss attributable to CaliberCos Inc.

$ ( 19,777 ) $ ( 12,703 )

Basic net (loss) income per share attributable to common stockholders $ ( 0.63 ) $ 0.11

Diluted net (loss) income per share attributable to common stockholders $ ( 0.63 ) $ 0.11

Basic net loss per share attributable to common stockholders $ ( 0.90 ) $ ( 0.63 )

Diluted net loss per share attributable to common stockholders $ ( 0.90 ) $ ( 0.63 )

Weighted average common shares outstanding:

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1,651 — 10,791 11 7,416 7 33,108 ( 13,626 ) ( 22,709 ) 80,398 77,189

Issuance of common stock — — 492 1 — — 3,311 — — — 3,312

Issuance of common stock, net of issuance costs — — 1,200 1 — — 2,598 — — — 2,599

Repurchases of common stock — — ( 42 ) — — — — — — — —

Conversions of common stock ( 1,651 ) — 1,651 2 — — — — — — 2

Equity based compensation expense — — 273 — — — 3,726 — — — 3,726

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Deconsolidation of VIEs — — — — — — — — — 10,825 10,825

Other 1 — 40 — — — — — — — —

Retirement of treasury stock — — — — — — — 13,626 ( 1,418 ) — 12,208

Net income (loss) — — — — — — — — ( 12,703 ) ( 14,891 ) ( 27,594 )

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— $ — 13,873 $ 14 7,416 $ 7 $ 39,432 $ — $ ( 36,830 ) $ 63,395 $ 66,018

Issuance of preferred stock 100 — — — — — 2,000 — — — 2,000

Issuance of common stock, net of issuance costs — — 205 — — — 188 — — — 188

Repurchases of common stock — — ( 42 ) — — — — — — — —

Conversions of preferred stock ( 1,651 ) — 1,651 2 — — — — — — 2

Equity based compensation expense — — 1,100 1 — — 2,376 — — — 2,377

2 unchanged sentences

Distributions to noncontrolling interest holders — — — — — — — — — ( 6,110 ) ( 6,110 )

Consolidation of VIE — — — — — — — — — ( 20,805 ) ( 20,805 )

Deconsolidation of VIEs — — — — — — — — — ( 46,334 ) ( 46,334 )

Retirement of treasury stock — — — — — — — 13,626 ( 1,418 ) — 12,208

Net income (loss) — — — — — — — — ( 19,777 ) ( 1,693 ) ( 21,470 )

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Cash Flows From Operating Activities

Net (loss) income $ ( 27,594 ) $ 13,951

Adjustments to reconcile net (loss) income to net cash from operating activities:

Net loss $ ( 21,470 ) $ ( 27,594 )

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation and amortization 593 527

1 unchanged sentence

Non-cash performance allocations — ( 2,382 )

Non-cash interest income ( 184 ) —

Equity-based compensation 2,378 3,726

Gain on the disposition of real estate — ( 122 )

Gain on extinguishment of debt — ( 1,421 )

Loss on disposal of furniture, fixtures and equipment 46 —

Loss on extinguishment of debt 12 —

Loss on investments in unconconsolidated entities 4,772 1,339

Impairment ( 10 ) —

Amortization of above-market/below market leases and straight-line rent, net 404 203

Amortization of deferred financing costs 73 34

Bad debt expense 3,995 —

Changes in operating assets and liabilities:

4 unchanged sentences

Lease liabilities and other liabilities ( 131 ) 94

Adjustments to reconcile net (loss) income to net cash from operating activities of consolidated funds:

Adjustments to reconcile net loss to net cash from operating activities of consolidated funds:

Depreciation 5,580 10,358

Non-cash lease expense ( 9 ) ( 53 )

Gain on the disposition of real estate ( 4,976 ) ( 20,419 )

Loss (gain) on extinguishment of debt 238 ( 3,131 )

Loss (gain) on derivative instruments 515 ( 1,646 )

Loss on disposal of furniture, fixtures and equipment 687 —

Impairment — 144

Loss (gain) on the disposition of real estate 294 ( 4,976 )

Loss on extinguishment of debt — 238

(Gain) loss on derivative instruments ( 311 ) 515

(Gain) loss on disposal of furniture, fixtures and equipment ( 9 ) 687

Amortization of advanced key money ( 12 ) ( 75 )

1 unchanged sentence

Amortization of deferred financing costs 353 1,543

Bad debt expense 84 —

Changes in operating assets and liabilities of consolidated funds:

5 unchanged sentences

Lease liabilities and other liabilities ( 86 ) 1,264

Net cash used in the Company's operating activities ( 18,720 ) ( 7,429 )

Cash Flows From Investing Activities

Investments in real estate assets ( 250 ) ( 275 )

Acquisition of real estate assets ( 3,015 ) —

Proceeds from the sale of real estate assets 10 239

Investments in unconsolidated entities ( 182 ) ( 774 )

Funding of notes receivable - related party ( 980 ) —

Payment received on notes receivable - related party 930 —

Net cash provided by (used in) the Company's operating activities 555 ( 18,720 )

CALIBERCOS INC.

3 unchanged sentences

Years Ended December 31,

Cash Flows From Investing Activities

Investments in real estate assets ( 882 ) ( 250 )

Acquisition of real estate assets — ( 3,015 )

Proceeds from the sale of real estate assets — 10

Investments in unconsolidated entities ( 1,260 ) ( 182 )

Funding of notes receivable - related parties ( 1,105 ) ( 980 )

Payment received on notes receivable - related parties 8,158 930

Cash Flows From Investing Activities of consolidated funds

4 unchanged sentences

Proceeds from the sale of real estate assets — 26,075

Funding of notes receivable - related party ( 15,963 ) ( 13,052 )

Payment received on notes receivable - related party 8,423 4,925

Funding of notes receivable - related parties ( 21,161 ) ( 15,963 )

Payment received on notes receivable - related parties 16,771 8,423

Net cash used in the Company's investing activities ( 19,629 ) ( 5,364 )

5 unchanged sentences

Repayments of notes payable - related parties — ( 4,365 )

Payment of loan extinguishment fees ( 9 ) —

Proceeds from the issuance of preferred stock 1,974 —

Proceeds from the issuance of common stock, net of issuance costs 6 2,599

10 unchanged sentences

Net cash provided by the Company's financing activities 6,331 25,790

CALIBERCOS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

Years Ended December 31,

Net Change in Cash and Restricted Cash ( 12,743 ) 1,706

15 unchanged sentences

The Company was formed in November 2014, and originally began as Caliber Companies, LLC, an Arizona limited liability company, which commenced operations in January 2009.

The Company provides various support services to the investments we manage including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage.

As of December 31, 2023, we had operations in Alaska, Arizona, Colorado, and Texas.

In general, our private equity real estate funds are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests.

In addition, we are designated as the manager and/or general partner of the partnership.

Depending on the legal structure and arrangements between us and the funds, we may or may not consolidate the partnerships for financial reporting purposes.

For funds in which we are determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”).

For funds in which we are not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying consolidated financial statements.

The Company provides various support services, under its asset management platform segment (“Platform”) to the investments it manages, including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage.

As of December 31, 2024, the Company had operations in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia .

In general, the Company’s private equity real estate funds are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests.

In addition, the Company is designated as the manager and/or general partner of the partnership.

Depending on the legal structure and arrangements between the Company and the funds, the Company may or may not consolidate the partnerships for financial reporting purposes.

For funds in which the Company is determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”).

For funds in which the Company is not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying consolidated financial statements.

See Note 2 – Summary of Significant Accounting Policies for more detail.

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The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company had individual corporate notes aggregating $ 36.4 million at December 31, 2023 for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2023 were issued.

Additionally, the Company has incurred operating losses and negative operating cash flows for the year ended December 31, 2023, and anticipates additional future operating losses and negative operating cash flows.

The Company does not have sufficient cash on hand to satisfy such obligations.

As such, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management plans to i) negotiate extensions of such loans or refinance such debt, ii) obtain new financing, iii) reduce operating costs, iv) collect receivables and return investments from the Consolidated Funds, and/or v) increase capital raise through continued expansion of fundraising channels.

The Company has commenced discussions with the various lenders in pursuit of extending or refinancing its loans.

As of the date of these financial statements, management was able to extend $ 12.3 million of corporate notes for an additional 13 months (see Note 6 – Notes Payable).

Management’s plans include timely collection on the Company’s outstanding accounts and notes receivable from affiliated entities for which management has influence and control and implementing strategies to reduce costs.

As a result, the Company has concluded that management’s plans are probable of being achieved to alleviate substantial doubt about the Company’s ability to continue as a going concern.

At December 31, 2024, the Company had a portfolio of corporate notes, whose composition and characteristics are similar to those reported in prior periods.

At December 31, 2024, the portfolio consisted of 202 unsecured notes with an aggregate principal balance of $ 32.8 million.

As of March 31, 2025, $ 26.6 million of the corporate notes have matured or will mature within the 12-month period subsequent to March 31, 2025.

Each note generally has a 12 -month period with an option to extend for an additional 12 -months.

Because the Company incurred operating losses and negative cash flow from operations and could experience additional future operating losses and negative cash flow in the near term, combined with the fact that the Company does not have sufficient cash on hand to satisfy the total of the notes that mature within the next 12 months, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management considered the impact of these near-term maturities on the Company.

Management evaluated the impact a default of one or many of these notes might have on the Company.

As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company.

Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule.

To satisfy the maturity of these corporate notes, the Company intends to raise $ 20 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2024, and refinance existing 12 -month term notes into a new 36 -month term corporate note program.

From the balance sheet date through March 31, 2025, the Company has successfully refinanced $ 2.7 million of 12 -month term corporate notes into the 36 -month term corporate note program.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In addition to the financing actions noted, management continues to execute various plans implemented in the year to address operating losses and near-term maturities or demands for repayment of its notes.

Consistent with reported actions taken in prior fiscal periods, management plans to continue to i) reduce operating costs, ii) collect all or part of its $ 7.7 million in receivables, iii) collect all or part of its $ 16.1 million in investments from its managed funds, iv) increase capital raise through continued expansion of fundraising channels, v) sell or accept investment into its corporate headquarters, vi) place debt on unencumbered assets, and/or vii) generate planned cash from operations.

After consideration of the implemented and planned actions, management concluded these plans are not within the Company’s control and therefore cannot be deemed probable.

As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

5 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Variable Interest Entities

We determine if an entity is a variable interest entity (“VIE”) based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest.

We analyze any investments in VIEs to determine if we are the primary beneficiary.

The Company determines if an entity is a variable interest entity (“VIE”) based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest.

The Company analyzes any investments in VIEs to determine if the Company is the primary beneficiary.

A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE.

1 unchanged sentence

Performance of that analysis requires the exercise of judgment.

We consolidate any VIEs for which we are the primary beneficiary and we disclose our maximum exposure to loss related to the consolidated VIEs.

The Company consolidates any VIEs for which the Company is the primary beneficiary and the Company discloses its maximum exposure to loss related to the consolidated VIEs.

See Note 3 – VIEs for more detail.

1 unchanged sentence

Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”).

For VOEs, we consolidate an entity if we have a controlling financial interest.

We have a controlling financial interest in a VOE if (i) for legal entities other than partnerships, we own a majority voting interest in the entity or, for limited partnerships and similar entities, we own a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that we do not control the entity.

Reclassification

The asset management fees and transaction and advisory fees, previously presented in their own line items for prior periods presented, have been combined into one line item, asset management revenues in the accompanying consolidated statements of operations, to be consistent with the current year presentation.

The reclassification does not affect prior period’s total revenues or net income (loss).

For VOEs, the Company consolidates an entity if it has a controlling financial interest.

The Company has a controlling financial interest in a VOE if (i) for legal entities other than partnerships, the Company owns a majority voting interest in the entity or, for limited partnerships and similar entities, the Company owns a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that the Company does not control the entity.

Use of Accounting Estimates

3 unchanged sentences

Actual results could differ significantly from those estimates.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash includes cash in bank accounts.

5 unchanged sentences

Restricted cash consists of held in escrow accounts by contractual agreement with lenders as part of financial loan covenant requirements.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments in Unconsolidated Entities

5 unchanged sentences

The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the equity method investment’s earnings and distributions.

Our share of the earnings or loss from equity method investments is included in other income (expenses), net on the accompanying consolidated statements of operations.

Our share of the earnings or loss from equity method investments is included in other income, net on the accompanying consolidated statements of operations.

We evaluate our investments in unconsolidated entities for impairment when events and circumstances indicate that the fair value of the entities might be less than the carrying value.

Our determination of the appropriate accounting treatment for an investment in a subsidiary requires judgment of several factors including the size and nature of our ownership interest and the other owners’ substantive rights to make decisions for the entity.

2 unchanged sentences

in any accounting period, but a different treatment would impact individual income statement and balance sheet line items, as consolidation would effectively “gross up” our statement of operations and balance sheet.

As of December 31, 2023 and December 31, 2022, the carrying amount of our investments in unconsolidated entities was $ 3.3 million and $ 3.2 million, respectively.

As of December 31, 2024 and 2023, the carrying amount of our investments in unconsolidated entities was $ 15.6 million, net of an impairment charge of $4.0 million, and $ 3.3 million, respectively.

During the year ended December 31, 2024, the Company deconsolidated the Caliber Hospitality Trust, Inc.

(the “Caliber Hospitality Trust”) and Caliber Hospitality, LP, which included activity from six hospitality funds, Elliot & 51st St LLC (“Elliot”), DT Mesa Holdco II, LLC (“DT Mesa”), and Caliber Fixed Income Fund III (“CFIF III”).

At which time, the Company’s investment in the Caliber Hospitality Trust, Caliber Hospitality, LP, Elliot, DT Mesa, and CFIF III, were no longer eliminated and are included in investments in unconsolidated entities in the accompanying consolidated balance sheets as of December 31, 2024.

See Note 3 – VIEs .

In certain situations, the Company has invested only a nominal amount of cash, or no cash at all, into a venture.

2 unchanged sentences

For the years ended December 31, 2024 and 2023, the Company had no impairment losses related to its investments in unconsolidated entities.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation and Amortization Expense

During the year ended December 31, 2023, the Company acquired its headquarters office building, recording the real estate assets at cost.

Building and building improvements are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years.

Depreciation expense also includes costs associated with the purchase of furniture and equipment, which are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service.

Intangible lease assets are amortized using the straight-line method over the lease term.

For the year ended December 31, 2023, depreciation expense for the Company was $ 0.5 million.

Depreciation expense for the Company was an immaterial amount for the year ended December 31, 2022.

Depreciation expense includes costs and costs associated with building and building improvements, which are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years.

Depreciation expense also includes costs associated with the purchase of furniture and equipment and office leasehold improvements which are recorded at cost.

Furniture and equipment costs are depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service.

Intangible lease assets are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term.

For the years ended December 31, 2024 and 2023, depreciation expense for the Company was $ 0.6 million and $ 0.5 million, respectively.

Impairment of Long-Lived Assets

Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable.

If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we test its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges.

If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges.

If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.

For the years ended December 31, 2024 and 2023, the Company had no impairment losses related to its real estate and other long-lived assets.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk

Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, and Texas .

Substantially all of the Company’s revenues are generated from the activities completed through its Platform, including the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia.

The Company mitigates the associated risk by:

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The terms of certain partnership agreements outline differing classes of equity ownership, some of which are redeemable by the partnership at the partnership manager’s discretion.

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Revenue Recognition

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For performance obligations satisfied at a point in time, there are no significant judgments made in evaluating when the customer obtains control of the promised service.

For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified;

For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices;

when to recognize revenue based on appropriate measurement of the Company’s progress under the contract;

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Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

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The following describes revenue recognition for the fees the Company earns from providing services under its asset management platform:

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These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time.

With respect to the Caliber Hospitality Trust (as defined in Note 3 – VIEs), the Company earns a fund management fee of 0.70 % of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.

With respect to the Caliber Hospitality Trust, the Company earns a fund management fee of 0.7 % of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

1 unchanged sentence

These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan.

In addition, the Company earns fees for guarantying certain loans, representing a performance obligation that the Company satisfies over time.

In addition, the Company earns fees for guaranteeing certain loans, representing a performance obligation that the Company satisfies over time.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

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During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied.

During the construction period, development fee revenue is recognized over time as the performance obligation(s) are satisfied.

These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

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All other leases are classified as operating leases.

The Company did not have any sales-type or direct financing leases as of December 31, 2023.

For operating leases with minimum scheduled rent increases, the consolidated

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funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable.

The Company did not have any sales-type or direct financing leases as of December 31, 2024 and 2023.

For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable.

Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

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The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.

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Accounts Receivable

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Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying consolidated statements of operations.

The Company did not record an allowance for doubtful accounts as of December 31, 2023 and 2022.

Earnings Per Share

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See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share.

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Related Parties

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The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant.

Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage.

During the three months ended December 31, 2023, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors.

With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform, and no longer reviews operating results for development or brokerage activity separately.

As such, management concluded that the Company operates through one operating segment.

GAAP) and noncontrolling interests.

In July 2024, the Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”) which will be used for future share-based compensation arrangements going forward.

As of December 31, 2024, a limited number of awards have been issued under the new plan.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

See Note 18 – Segments for detail of the Company’s segment reporting policy.

Accounting Policies of Consolidated Funds

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Depreciation for all tangible real estate assets is calculated using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives of our real estate assets are as follows:

Building and building improvements 15 – 40 years

Furniture, fixtures, and equipment 3 – 7 years

The estimated useful lives of our building and building improvements are generally 15 to 40 years.

The estimated useful lives of our furniture, fixtures and equipment are generally three to seven years beginning in the first full month the asset is placed in service.

For the years ended December 31, 2024 and 2023, depreciation expense was $ 5.6 million and $ 10.4 million, respectively.

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Impairment of Long-Lived Assets

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If the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.

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the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.

For the years ended December 31, 2024 and 2023, our consolidated funds did not record an impairment loss related to its real estate and other long-lived assets.

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Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the consolidated funds for payment of property taxes, insurance, and interest.

Advance Key Money

Our consolidated funds have entered into certain arrangements in which hotel franchisors or their affiliates have provided the consolidated funds with financing as part of a franchise arrangement.

The consolidated funds have been advanced funds upon entering into a franchise agreement and are not required to repay the funds as long as the franchise agreement is not terminated prior to its scheduled maturity.

The potential amount of funds that would be required to be repaid decreases with the passage of time.

The consolidated funds record a liability equal to the initial amount of funds received, which is amortized over the term of the franchise agreement and recorded as a reduction of franchise fee expense, which is included in consolidated funds - hospitality expenses in the accompanying consolidated statements of operations.

Deferred Financing Costs

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Revenues are recorded net of sales tax.

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Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests.

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The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place.

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Consolidated funds – other revenue

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Rental revenue includes the revenues generated primarily by the rental operations of the residential (multi-family and single-family) and commercial properties of our consolidated funds.

Upon adoption of ASC 842, Leases (“ASC 842”), effective January 1, 2022, at the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification.

In accordance with ASC 842, Leases (“ASC 842”), at the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification.

When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease.

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Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, our consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by our consolidated funds, gain on extinguishment of debt, gain on derivative instruments, insurance expenses, professional fees and other costs associated with administering and supporting those funds.

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Accounts Receivable

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If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss).

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Fair Value of Financial Instruments

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These unobservable inputs reflect assumptions about what market participants would use to price the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting company’s own data)

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Recent Accounting Pronouncements

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The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas.

The amendments in ASU 2020-06 are effective for the Company for reporting periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted beginning after December 15, 2020.

We are currently evaluating the impact of ASU 2020-06, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which serves to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis.

The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements.

The Company adopted the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , effective January 1, 2024, which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

The Company adopted the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , effective for Companies with fiscal years beginning after December 15, 2023, which serves to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis.

The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

It is effective for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

As of December 31, 2024, the Company has adopted ASU 2023-07.

See Note 18 – Segments for detail.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740, Income Taxes) .

ASU 2023-09, which serves to enhance income tax disclosures by requiring a tabular rate reconciliation and additional information on income taxes paid.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The guidance is effective for annual periods beginning after December 15, 2024, with early

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adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of the adoption of ASU 2024-03 on our consolidated financial statements.

Note 3 – VIEs

During the year ended December 31, 2023, the Company deconsolidated five hospitality funds which were contributed to the Caliber Hospitality, LP, whose sole general partner is Caliber Hospitality Trust, Inc.

(the “Caliber Hospitality Trust”).

In addition, the Company deconsolidated two VIEs, one that sold its investment in a commercial property and the Company was no longer determined to be the primary beneficiary upon repayment of the loan secured by the property, and one that was developing a multi-family property and the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement.

During the year ended December 31, 2022, the Company deconsolidated two VIEs, one that sold its investment in a multi-family residential property, repaid the loan secured by the property and therefore the Company was no longer determined to be the primary beneficiary and one that was developing a multi-family property and the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement.

We aggregate and report the results of operations of these VIEs in consolidated fund revenues and consolidated fund expenses within the accompanying consolidated statements of operations through the date of deconsolidation.

Management has determined that the equity holders in its consolidated entities, as a group, lack the power to direct the activities that most significantly impact the entities’ economic performance and/or have disproportionate voting rights relative to their equity.

The Company was determined to be the primary beneficiary of each of these entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual entities.

Generally, the assets of the individual consolidated VIEs can only be used to settle liabilities of each respective individual consolidated VIE and the liabilities of each respective VIE, including VIEs which it consolidates, are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company.

When the VIE is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the consolidated funds on a gross basis, and the interests in the VIEs are included in non-controlling interest in the consolidated financial statements.

The Company has provided financial support to certain consolidated VIEs in the form of short-term financing and guarantees of the debts of certain VIEs.

In general, our maximum exposure to loss due to involvement with the consolidated VIEs is limited to the amount of capital investment in the VIE, if any, or the potential obligation to perform on the guarantee of debts.

During the year ended December 31, 2024, L.T.D.

Hospitality Group LLC (“L.T.D.”) contributed the first of nine committed hotels from L.T.D.’s portfolio to Caliber Hospitality, LP in exchange for $ 4.9 million in cash, net of closing costs and $ 9.6 million in operating partnership units.

In conjunction with the L.T.D.

contribution, Caliber Hospitality, LP entered into a new $ 14.1 million loan facility with a third party lender resulting in a consolidation reconsideration event.

Upon this reconsideration event, the Company reconsidered its consolidation conclusion, given the change in economics, and concluded that it was no longer the primary beneficiary, as its potential obligation to absorb the losses, through its guarantee of the indebtedness secured by the hospitality assets, were no longer significant to Caliber Hospitality, LP or the Caliber Hospitality Trust.

As such, during the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries.

In addition, during the year ended December 31, 2024, the Company deconsolidated CFIF III, a fund that provides capital to a diverse portfolio of distressed real estate assets, Elliot, a VIE that is developing a multi-family property, and DT Mesa, a VIE that is redeveloping commercial properties.

CFIF III was deconsolidated as the Company announced its intent to wind up the fund in December 2024, which relegated the likelihood of the Company becoming obligated for any portion of CFIF III’s outstanding debt, to be remote.

The Company’s announcement in December 2024 to wind up CFIF III, triggered a collectibility analysis to be performed, which resulted in a $4.3 million investment impairment and $4.0 million of bad debt expense being recognized in Q4 2024.

Elliott and DT Mesa were deconsolidated as the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreements.

The Company aggregates and reports the results of operations of these VIEs in consolidated fund revenues and consolidated fund expenses within the accompanying consolidated statements of operations through the date of deconsolidation.

During the year ended December 31, 2023, the Company (i) deconsolidated five hospitality funds which were contributed to the Caliber Hospitality, LP, whose sole general partner is Caliber Hospitality Trust and (ii) consolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from the five previously consolidated hospitality funds and one previously unconsolidated fund because the Company was determined to be the primary beneficiary as it had the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which was significant to the Caliber Hospitality Trust and Caliber Hospitality, LP.

The consolidation of the Caliber Hospitality

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The Company consolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which include activity from five previously consolidated hospitality funds and one previously unconsolidated fund during the year ended December 31, 2023 because the Company was determined to be the primary beneficiary as it has the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality Trust and Caliber Hospitality, LP.

In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) as the Company was determined to be the primary beneficiary as we have the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund.

The consolidation of the Caliber Hospitality Trust and West Frontier consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):

Trust and Caliber Hospitality, LP, consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):

Assets Year Ended December 31, 2023

Real estate investments, net $ 87,897

16 unchanged sentences

Total liabilities and stockholders’ equity $ 214,427

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During the year ended December 31, 2022, the Company consolidated Northsight Crossing AZ, LLC (“Northsight”) and Southpointe Fundco, LLC (“Southpointe”) because the Company was determined to be the primary beneficiary as we have the power to direct the activities of Northsight and Southpointe and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund.

The consolidation of Northsight and Southpointe consisted of the following (in thousands) at the time of consolidation:

Real estate investments, net $ 23,611

Restricted cash 1,325

Prepaid and other assets 748

Total assets $ 25,917

Notes payable, net $ 15,824

Notes payable - related parties 5,301

Accounts payable and accrued expenses 109

Due to related parties 7

Other liabilities 688

Total liabilities 21,929

Stockholders’ equity 3,988

Total liabilities and stockholders’ equity $ 25,917

Management has determined that the equity holders in our consolidated entities, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance and/or have disproportionate voting rights relative to their equity.

Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIEs and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company.

The Company has provided financial support to certain consolidated VIEs in the form of short-term financing and guarantees of the debts of certain VIEs.

In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) as the Company was determined to be the primary beneficiary as it has the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness, which is significant to the fund.

See Note 12 – Commitments and Contingencies for additional information related to the commitments and contingencies of these VIEs.

CALIBERCOS INC.

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Asset Acquisitions

During the year ended December 31, 2023, the Company acquired its headquarters office building for an aggregate purchase price of $ 19.5 million with the acquisition being accounted for as an asset acquisition under U.S.

There were no asset acquisitions by the Company during the year ended December 31, 2024.

The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the year ended December 31, 2023 (in thousands):

9 unchanged sentences

Asset Acquisitions by Consolidated Funds

There were no asset acquisitions by the consolidated funds during the year ended December 31, 2024.

During the year ended December 31, 2023, the consolidated funds acquired one multi-family residential property for an aggregate purchase price of $ 6.6 million with the acquisition being accounted for as an asset acquisition under U.S.

During the year ended December 31, 2022, the consolidated funds acquired one commercial building and one property with vacant land for an aggregate purchase price of $ 23.8 million with the acquisition being accounted for as an asset acquisition under U.S.

The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the years ended December 31, 2023 and 2022 (in thousands):

Years Ended December 31,

The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the year ended December 31, 2023 (in thousands):

Year Ended December 31, 2023

Real estate investments, at cost

2 unchanged sentences

Furniture, fixtures and equipment 2,106

Tenant improvements — 123

Total purchase price of assets acquired $ 6,643

Dispositions by Consolidated Funds

There were no investments sold during the year ended December 31, 2024.

During the year ended December 31, 2023, the consolidated funds sold its investment in one commercial property located in Scottsdale, Arizona, with a cost basis of $ 21.7 million, resulting in a gain of $ 5.0 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying consolidated statements of operations.

During the year ended December 31, 2022, the consolidated funds sold its investment in one multi-family apartment building located in Phoenix, Arizona, with a cost basis of $ 9.1 million, resulting in a gain of $ 21.5 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying consolidated statements of operations.

CALIBERCOS INC.

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Total prepaid and other assets $ 3,501 $ 2,781

__________________________________

(1) Pursuit costs represent expenses incurred related to new fund formation, primarily for professional, legal, consulting, accounting and tax services.

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Prepaid expenses $ 114 $ 1,735

Deferred franchise fees, net 62 278

Deposits 57 669

Inventory 51 142

Derivative assets — 1,216

Pursuit costs (1)

Deposits 669 742

Deferred franchise fees, net 278 372

Intangibles, net — 184

Inventory 142 138

Other assets (2)

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Corporate notes $ 31,763 $ 36,442 11.40 %

January 2024 - March 2025

Convertible corporate notes 1,324 1,374 8.25 % April 2024

April 2023 - December 2027

Convertible corporate notes 1,050 1,324 8.25 % April 2024 - May 2025

Real estate and other loans 18,109 16,252 4.30 % - 112.01 %

August 2024 - November 2029

December 2024 - November 2029

Total notes payable 50,922 54,018

Deferred financing costs, net ( 243 ) ( 219 )

Discount on corporate note ( 229 ) —

Total notes payable, net $ 50,450 $ 53,799

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The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met.

As of December 31, 2024 and 2023, the outstanding principal balance of the loan was $ 15.9 million and $ 16.2 million, respectively.

As of December 31, 2024, the debt service coverage ratio required by the loan agreement was not satisfied, which per the terms of the agreement required the Company to transfer funds to a cash management account.

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The Company has entered into multiple general corporate financing arrangements with third parties.

The arrangements are generally evidenced in the form of a promissory note and require monthly or quarterly interest-only payments until maturity.

Certain corporate notes are secured by the otherwise unencumbered assets of the Company.

The arrangements are generally evidenced in the form of an unsecured promissory note and require monthly or quarterly interest-only payments until maturity.

The loans generally have a 12-month term and may be extended upon the mutual agreement of the lender and the borrower.

Management believes it can come to a mutual agreement with each lender to extend the maturities of the notes for an additional 12-month term.

As of December 31, 2023, there were 222 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.2 million, interest rates ranging from 8.25 % to 12.00 %, with weighted average interest rate of 11.42 %, and maturity dates ranging from January 2024 to March 2025.

Management believes it can come to a mutual agreement with each lender to refinance the matured notes into an alternative 3-year unsecured note program or a convertible preferred stock program.

Any lender who elects to redeem a matured note will be repaid with available funds.

As of December 31, 2024, there were 202 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.2 million, interest rates ranging from 8.25 % to 12.00 %, with weighted average interest rate of 11.30 %, and maturity dates ranging from April 2023 to December 2027.

During the year ended December 31, 2024, there were no conversions of debt into common stock.

In April 2024, the Company entered into a loan extension agreement with certain corporate note holders to extend the respective maturity dates of multiple individual corporate notes, aggregating $ 12.3 million, for an additional 13 months months, resulting in maturity dates of these corporate notes ranging from May 2025 to April 2026.

As of December 31, 2022, there were 124 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.1 million, interest rates ranging from 8.25 % to 12.00 %, with a weighted average interest rate of 10.19 %, and maturity dates ranging from April 2023 to June 2024.

As of March 27, 2025, an aggregate of $ 26.6 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued.

As of December 31, 2023, there were 222 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.2 million, interest rates ranging from 8.25 % to 12.00 %, with a weighted average interest rate of 11.42 %, and maturity dates ranging from January 2024 to March 2025.

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The Company has issued corporate notes with a conversion feature.

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As of December 31, 2024 and 2023, the value of the conversion feature was zero.

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Payroll Protection Program Loans

In January 2021, management was granted a Payroll Protection Program loan totaling $ 1.4 million and in August 2022, the loan and related interest was forgiven.

Future Minimum Payments

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2025 $ 33,036

Thereafter 14,692

Total $ 50,922

Deferred Financing Costs

Amortization of deferred financing costs for the Company was an immaterial amount and there were no deferred financing cost write-offs during the year ended December 31, 2023.

There were no deferred financing costs or related amortization as of or during the year ended December 31, 2022.

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Amortization of deferred financing costs for the Company was immaterial during the years ended December 31, 2024 and 2023.

There were no deferred financing cost write-offs during each of the years ended December 31, 2024 and 2023.

Notes Payable of the Consolidated Funds

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Real Estate Loans

Hampton Inn & Suites Hotel $ 5,939 $ 6,136 6.12 % July 2025

Hampton Inn & Suites Hotel $ — (3)

$ 5,939 N/A N/A

Four Points by Sheraton Hotel (2)

11,000 11,000 18.00 % September 2023

Holiday Inn Ocotillo Hotel 9,250 9,250 11.34 % February 2024

Airport Hotel Portfolio 55,631 56,470 13.75 % January 2025

11,000 N/A N/A

Holiday Inn Ocotillo Hotel — (3)

9,250 N/A N/A

Airport Hotel Portfolio — (3)

55,631 N/A N/A

DoubleTree by Hilton Tucson Convention Center 17,962 18,418 7.06 % August 2027

Hilton Tucson East — (3)

— 6.25 % November 2025

DT Mesa Holdco II, LLC 3,000 3,000 7.34 % February 2024

Circle Lofts, LLC — (4)

11,901 N/A N/A

Northsight Crossings AZ, LLC — (5)

DT Mesa Holdco II, LLC — (3)

3,000 N/A N/A

Southpointe Fundco, LLC 1,050 1,050 11.99 % March 2025

West Frontier Holdco, LLC 4,636 (6)

— 6.35 % February 2038

West Frontier Holdco, LLC 4,777 4,636 6.35 % February 2038

Total Real Estate Loans 23,789 120,825

Revolving line of credit 4,500 4,500 8.75 % October 2024

Revolving line of credit — (3)

4,500 N/A N/A

Member notes 5,600 5,600 10.00 % June 2025

Economic injury disaster and other loans 475 450 3.75 % - 12.05 %

March 2024 - June 2050

Economic injury disaster and other loans 19 475 7.96 % September 2025

Total notes payable 29,408 131,400

3 unchanged sentences

(1) As of December 31, 2024.

(2) During the year ended December 31, 2023, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.

(3) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality, LP and the Caliber Hospitality Trust.

(4) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement.

(5) In October 2023, Northsight Crossings AZ, LLC sold its investment in the commercial property and paid its existing property loan in full.

As a result, the Company determined it was no longer the primary beneficiary of the fund and therefore the fund was deconsolidated.

(6) In March 2023, the fund was consolidated as the Company was determined to be the primary beneficiary as we have the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund.

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) During the year ended December 31, 2024, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.

(3) During the year ended December 31, 2024, the Company deconsolidated CFIF III, Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, which included activity from the Four Points by Sheraton Hotel, and DT Mesa.

Real Estate Loans

2 unchanged sentences

Hampton Inn & Suites Hotel

In July 2015, the consolidated fund entered into a loan agreement which is secured by a leasehold deed of trust and assignment of leases and rents of a hotel property in Scottsdale, Arizona.

In July 2015, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Scottsdale, Arizona.

The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity.

The loan has a fixed interest rate of 6.12 % in effect through the maturity date in July 2025.

The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date.

The loan is guaranteed by an individual who is an affiliate of the Company.

The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met.

As of December 31, 2023, liquidity required by the loan agreement was not satisfied.

However, compliance was reestablished in January 2024 and the lender has not declared an event of default as of April 15, 2024.

During the year ended December 31, 2024, the Company deconsolidated Hampton Inn & Suites Hotel, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

Four Points by Sheraton Hotel

In June 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Phoenix, Arizona.

In June 2018, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Phoenix, Arizona.

The loan requires monthly interest-only payments until maturity.

The loan is guaranteed by the Company and matured in September 2023.

Per the terms of this agreement, the interest rate on the loan is equal to US Prime Rate plus 2.25 %, with a floor rate of 9.65 %, until August 31, 2023, at which time, the interest rate increased to 18 % until the loan is paid in full or replaced with construction financing from the lender.

The lender has not called the loan as of April 15, 2024 and the consolidated fund is current on monthly interest payments.

The Company is negotiating a construction loan and expects to repay the loan upon execution of the construction loan.

Per the terms of this agreement, the interest rate on the loan was equal to US Prime Rate plus 2.25 %, with a floor rate of 9.65 %, until August 31, 2023, at which time, the interest rate increased to 18 %.

During the year ended December 31, 2024, the Company deconsolidated Elliot, which included activity from the Four Points by Sheraton Hotel (as discussed in Note 3 – VIEs).

Holiday Inn Ocotillo Hotel

In July 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Chandler, Arizona.

In July 2018, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Chandler, Arizona.

The loan requires monthly interest-only payments.

1 unchanged sentence

In May 2023, the loan agreement was amended and restated with the lender, extending the maturity date to November 2023 and amending the interest rate to SOFR plus 600 basis points, with a floor rate of 11.00 %.

In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 1, 2024 The loan is guaranteed by the Company.

In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024.

In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024.

The loan is guaranteed by the Company.

During the year ended December 31, 2024, the Company deconsolidated Holiday Inn Ocotillo Hotel, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

Airport Hotel Portfolio

In September 2018, the consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

In September 2018, the previously consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

The loan had a variable interest rate equal to one-month LIBOR plus 3.75 % and the loan required interest-only payments until maturity.

1 unchanged sentence

In January 2023, the consolidated fund paid the loan amount outstanding in full.

In January 2023, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

In January 2023, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

Per the terms of the loan agreement, the loan has a variable interest rate equal to SOFR plus 8.75 % and matures in January 2025.

In connection with the loan, the consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00 % through January 2024.

In connection with the loan, the previously consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00 % through January 2024.

The loan requires interest-only payments until maturity.

1 unchanged sentence

The terms of the loan agreement require an exit fee equal to 1.25 % of the original principal amount of the loan and a minimum return equal to 30.0 % of the original principal amount of the loan less any interest payments made at the time the loan is repaid in full.

The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized over the life of the loan.

The loan is guaranteed by the Company and individuals who are affiliates of the Company.

The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

over the life of the loan.

The loan is guaranteed by the Company and individuals who are affiliates of the Company.

During the year ended December 31, 2024, the Company deconsolidated the Airport Hotel Portfolio, consolidated subsidiaries of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

DoubleTree by Hilton Tucson Convention Center

5 unchanged sentences

The loan matures in August 2027 and is guaranteed by the Company.

In May 2024, the consolidated fund terminated the interest rate swap agreement and received $ 1.6 million.

Hilton Tucson East

In November 2021, the consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ.

In November 2021, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ.

The loan has a fixed interest rate of 6.25 % and matures in November 2025.

1 unchanged sentence

The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement.

The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met.

As of December 31, 2023, the debt service coverage ratio required by the loan agreement was not satisfied.

However, the lender has not declared an event of default as of April 15, 2024.

During the year ended December 31, 2024, the Company deconsolidated the Hilton Tucson East, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

DT Mesa Holdco II, LLC

In November 2019, the consolidated fund entered into a loan agreement which is secured by the deed of trust of three commercial building in Mesa, Arizona.

In November 2019, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust of a commercial building in Mesa, Arizona.

The loan requires interest-only payments until maturity and the terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

1 unchanged sentence

In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024.

The loan is guaranteed by the Company.

In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024 and waiving the minimum liquidity covenant default.

Circle Lofts, LLC

In July 2020, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a multi-family property located in Scottsdale, Arizona.

The loan bore interest at a fixed annual rate of 5.25 % until August 1, 2023.

On August 1, 2023, and each six months thereafter until the maturity date in August 2050, the interest rate was adjusted to a rate which is equal to the sum of the six-month LIBOR plus 3.75 %.

The loan required interest-only payments until July 2021 and principal and interest payments thereafter until maturity.

The loan was guaranteed by individuals who are affiliates of the Company.

In October 2023, the consolidated fund paid the loan amount outstanding in full.

In October 2023, the consolidated fund entered into a $ 6.3 million loan agreement which is secured by a deed of trust and assignment of leases and rents of a multi-family property located in Scottsdale, Arizona.

Per the terms of the loan agreement, the loan has a fixed interest rate of 7.42 % and requires interest-only payments until maturity in November 2028.

The terms of the loan allow the prepayment of the outstanding balance prior to the maturity date, subject to certain conditions, terms and fees outlined in the loan agreement.

The loan is not guaranteed by the Company or any individuals who are affiliates of the Company, therefore, the Company deconsolidated Circle Lofts, LLC as the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement.

Northsight Crossings AZ, LLC

In January 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a commercial property in Scottsdale, Arizona.

The loan bore interest at an annual rate of 3.75 % for the first five years , thereafter, the interest rate would adjust annually to a rate which is equal to the sum of the published prime rate as defined by the agreement and a margin of 0.5 % with a floor of 3.75 %.

The maturity date of the loan was February 2029.

The loan was guaranteed by the Company.

In October 2023, the consolidated fund sold its investment in the commercial property and paid its existing property loan in full.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In May 2024, the loan agreement was amended with the lender, extending the maturity date to August 2024 and removed the minimum liquidity covenant.

During the year ended December 31, 2024, the Company deconsolidated DT Mesa (as discussed in Note 3 – VIEs) when the loan was refinanced with a new lender.

Southpointe Fundco, LLC

In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona.

The loan has a fixed rate per annum equal to 9.99 %.

The loan initially had a fixed rate per annum equal to 9.99 %.

In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023.

In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99 %.

In February 2024 and August 2024, extension agreements were executed with the lender, extending the maturity date to September 2024 and then March 2025, respectively.

The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

The loan is guaranteed by an individual who is an affiliate of the Company.

In February 2024, an extension agreement was executed with the lender, extending the maturity date to September 2024.

West Frontier Holdco, LLC

5 unchanged sentences

The loan is guaranteed by individuals who are affiliates of the Company.

Revolving Line of Credit

In August 2019, a consolidated fund entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $ 4.5 million.

The LOC is secured by the consolidated fund’s assets and is guaranteed by the Company.

The LOC has a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25 % per annum or (ii) 4.75 %, resulting in a rate of 8.75 % as of December 31, 2023.

The Company is required to pay a fee of 0.20 % of the unused revolving balance.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revolving Line of Credit and Commercial Loan

In August 2019, CFIF III entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $ 4.5 million.

The LOC was secured by CFIF III’s assets and was guaranteed by the Company.

The LOC had a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25 % per annum or (ii) 4.75 %.

The Company was required to pay a fee of 0.20 % of the unused revolving balance.

In August 2023, the agreement was amended extending the maturity date of the LOC to October 2024 and removing certain restrictive covenants.

The terms of the LOC include certain financial covenants and as of December 31, 2023, the consolidated fund was in compliance with all such covenants.

During 2022 and the year ended December 31, 2023, the consolidated fund, Southpointe Fundco, LLC, entered into 10.0 % unsecured promissory notes with individual investors.

In October 2024, the LOC was terminated, and CFIF III entered into a $ 4.5 million term loan, which is secured by CFIF III’s assets and is guaranteed by the Company, and matures in October 2029.

The term loan has a variable interest rate equal to the sum of:

(i) 3.30 % plus (ii) the greater of:

(a) 2.00 % or (b) the forward-looking term rate based on SOFR for a one-month period.

During the year ended December 31, 2024, the Company deconsolidated CFIF III when CFIF III was officially declared in wind-down.

During 2022 and 2023, the consolidated fund, Southpointe Fundco, LLC, (“Southpointe”), entered into 10.0 % unsecured promissory notes with individual investors.

The notes mature in June 2025 and may be extended up to two additional 12 -month periods by the fund manager.

3 unchanged sentences

In June 2020, the consolidated funds were granted Economic Injury Disaster Loans, which are secured by the assets of the respective funds and have a fixed interest rate of 3.75 % and mature in June 2050.

At each of December 31, 2023 and December 31, 2022, the outstanding principal balance was $ 0.5 million.

At December 31, 2024, there was an immaterial outstanding principal balance.

At December 31, 2023, the outstanding principal balance was $ 0.5 million.

Fixed monthly installment payments began in December 2022 with payments applied first to accrued interest and then the balance, if any, will be applied to principal outstanding.

2 unchanged sentences

In addition, the terms of the loans include a cross-default provision whereby the Small Business Administration may, in its discretion, without notice or demand require immediate payment of all amounts outstanding under the loans.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future Debt Maturities

As of December 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):

2024 $ 29,698

Thereafter 4,483

2 unchanged sentences

Amortization of deferred financing costs was $ 0.4 million and $ 1.5 million during the years ended December 31, 2024 and 2023, respectively.

There was $ 0.4 million and $ 0.1 million of deferred financing cost write-offs during the years ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2024, there were no deferred financing cost write-offs.

There was $ 0.4 million deferred financing cost write-offs during the year ended December 31, 2023.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 – Related Party Transactions

Related Party Transactions of the Company

The table below shows the consolidated revenues earned for providing services under the Company’s asset management platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the years ended December 31, 2023 and 2022.

Platform Revenues

The table below shows the total revenues earned for providing services under the Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the years ended December 31, 2024 and 2023.

Years Ended December 31,

Fund set-up fees $ 370 $ 5,897

Fund management fees 9,219 5,485

4 unchanged sentences

Performance allocations 358 3,639

Total related party revenue $ 14,210 $ 17,887

As of December 31, 2023 and 2022, amounts due to the Company from related parties for services performed under the Company’s asset management platform was $ 7.8 million, which is included in due from related parties on the accompanying consolidated balance sheets.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These amounts are generally unsecured, interest-free, and due on demand.

As of December 31, 2023 and 2022, other amounts due from related parties was $ 1.9 million, which is included in due from related parties on the accompanying consolidated balance sheets.

As of December 31, 2023 and 2022, other amounts due to related parties from the Company were $ 0.3 million and $ 0.2 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets.

Total related party Platform revenue $ 17,237 $ 14,210

As of December 31, 2024 and 2023, amounts due to the Company from related parties for services performed under the Platform was $ 6.2 million and $ 7.8 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

The Company had an allowance for doubtful accounts of $ 4.0 million as of December 31, 2024.

The Company did not record an allowance for doubtful accounts as of December 31, 2023.

Notes Receivable

2 unchanged sentences

The notes may be prepaid in whole, or in part, without penalty.

The following table summarizes the notes payable – related parties as of December 31, 2023 and 2022 (in thousands):

The following table summarizes the notes receivable – related parties as of December 31, 2024 and 2023 (in thousands):

Notes Receivable - Related Parties December 31, 2024 December 31, 2023 Interest Rate (1)

Maturity Date (1)

Caliber Hospitality LP (2)

$ — $ — 12.00 % September 2025

Olathe Behavioral Health — 25 12.00 % May 2025

DFW Behavioral Health LLC 22 25 14.00 % May 2025

Blue Spruce Ridge MezzCo, LLC 13 — 12.00 % December 2026

West Ridge MezzCo, LLC 70 — 12.00 % December 2026

Total Notes Receivable - Related Parties $ 105 $ 50

1 unchanged sentence

(1) As of December 31, 2024.

During the year ended December 31, 2023, the Company earned an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying consolidated statements of operations.

There was an immaterial amount of interest due to the Company as of December 31, 2023.

Notes Payable

The Company entered into unsecured promissory notes with related parties.

The notes may be repaid in whole, or in part, without penalty.

The following table summarizes the notes payable – related parties as of December 31, 2023 and 2022 (in thousands):

Notes Payable - Related Parties December 31, 2023 December 31, 2022 Interest Rate (1)

Maturity Date (1)

Caliber Residential Advantage Fund, LP $ — $ 365 7.50 % May 2024

Caliber Tax Advantaged Opportunity Fund II, LLC (2)

— — 12.00 % January 2024

Total Notes Payable - Related Parties $ — $ 365

__________________________________

(1) As of December 31, 2023.

(2) The Company entered into a $ 4.0 million unsecured promissory note with a related party and subsequently repaid the note during the year ended December 31, 2023.

During each of the years ended December 31, 2023 and 2022, the Company incurred an immaterial amount of interest expense in connection with the notes payable – related parties, which is included in interest expense on the accompanying consolidated statements of operations.

There was no interest payable due to related parties as of December 31, 2023 and 2022.

This note is included in the table above despite having a $ 0 balance at both of the years ended December 31, 2024 and 2023, as Caliber Hospitality LP has the ability to borrow on this note up to a maximum of $ 12.0 million up until it matures.

During the years ended December 31, 2024 and 2023, the Company earned $ 0.2 million and an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying consolidated statements of operations.

Interest that accrues on certain related party notes receivable can be added to the principal outstanding balance, due at the

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respective loan maturity date and incurs interest at the respective interest rate.

There was an immaterial amount of interest due to the Company as of December 31, 2024 and 2023.

These amounts are generally unsecured, interest-free, and due on demand.

As of December 31, 2024 and 2023, other amounts due from related parties was $ 0.8 million and $ 1.9 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

As of December 31, 2024 and 2023, other amounts due to related parties from the Company were $ 0.3 million and $ 0.3 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets.

Related Party Transactions of the Consolidated Funds

7 unchanged sentences

The Ketch, LLC — 7,198 12.00 % May 2026

Caliber Hospitality LP (Tucson East) (2)

— 3,780 12.00 % May 2024

Circle Lofts, LLC — 1,797 12.00 % May 2026

Elliot & 51st Street, LLC (2)

1,198 — 12.00 % April 2026

J-25 Development Group, LLC — 4,804 12.00 % May 2026

Caliber Diversified Opportunity Fund II, LP 109 449 12.00 % March 2024

Encore, LLC — 1,014 12.00 % December 2024

Caliber Diversified Opportunity Fund II, LP — 109 12.00 % September 2025

Ridge II, LLC — 846 12.00 % December 2024

Southridge, LLC 2,187 — 13.00 % July 2025

Ironwood, LLC — 2,703 13.00 % September 2025

Circle Lofts, LLC (3)

1,797 — 12.00 % May 2024

Southridge, LLC — 2,187 13.00 % July 2025

Caliber Hospitality, LP (2)

5,650 — 12.00 % September 2026

Total Notes Receivable - Related Parties $ 6,848 $ 34,620

1 unchanged sentence

(1) As of December 31, 2024.

(2) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality, LP and the Caliber Hospitality Trust.

(3) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement.

During the years ended December 31, 2023 and 2022, the consolidated fund earned $ 3.7 million and $ 2.9 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying consolidated statements of operations.

During the years ended December 31, 2024 and 2023, the consolidated funds earned $ 5.9 million and $ 3.7 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying consolidated statements of operations.

No interest was due to the Company as of December 31, 2023 and 2022.

$ 0.3 million and no interest was due to the Company as of December 31, 2024 and 2023, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

CALIBERCOS INC.

7 unchanged sentences

Maturity Date (1)

Roosevelt III HOLDCO, LLC $ — $ 2,748 12.00 % March 2024

CDIF, LLC — 1,725 12.00 % May 2024

Caliber Tax Advantaged Opportunity Zone Fund, LP 8,012 2,500 12.00 % June 2025

Caliber Tax Advantaged Opportunity Zone Fund II, LP 4,043 — 12.00 % October 2024

Caliber Tax Advantaged Opportunity Zone Fund, LP $ — $ 8,012 N/A N/A

Caliber Tax Advantaged Opportunity Zone Fund II, LP — 4,043 N/A N/A

Caliber Fixed Income Fund III 2,047 — 13.00 % September 2025

Total Notes Payable - Related Parties $ 2,047 $ 12,055

2 unchanged sentences

During the years ended December 31, 2024 and 2023, the consolidated funds incurred $ 0.3 million and $ 1.2 million, respectively, of interest expense in connection with the notes payable – related parties, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations.

As of December 31, 2023 and 2022, there was $ 0.1 million of interest expense payable which is included in due to related parties on the accompanying consolidated balance sheets.

No interest was payable as of December 31, 2024.

As of December 31, 2023, there was $ 0.1 million of interest expense payable which is included in due to related parties on the accompanying consolidated balance sheets.

Management expects to extend these notes at maturity.

1 unchanged sentence

These amounts are generally unsecured, interest-free, and due on demand.

As of December 31, 2023 and 2022, there were an immaterial amount of other amounts due from related parties.

As of December 31, 2023 there was an immaterial amount of other amounts due to related parties and as of December 31, 2022, there were no other amounts due to related parties.

As of December 31, 2024 and 2023, there was an immaterial amount of other amounts due from related parties.

As of December 31, 2024 and 2023, there was $ 0.1 million and an immaterial amount, respectively, of other amounts due to related parties.

Note 8 – Leases

2 unchanged sentences

The operating lease has a remaining lease term of 2.8 years and a 9.4 % discount rate as of December 31, 2024.

As of December 31, 2023, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease.

The operating lease has a remaining lease term of 3.8 years and a 9.4 % discount rate as of December 31, 2023.

As the Company’s lease does not specifically state an implicit rate, the Company uses a discount rate indicative of synthetic credit rate based on a market-specific analysis, and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments.

3 unchanged sentences

As of December 31, 2024, the Company does not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements.

During the year ended December 31, 2023, there was $ 0.1 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations.

During the year ended December 31, 2022, there was $ 0.5 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations.

Variable lease expense are primarily costs related to common area maintenance.

During the years ended December 31, 2023 and 2022, there was $ 0.1 million and $ 0.6 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities.

There were no lease liabilities arising from obtaining right-of-use assets or lease modifications during the year ended December 31, 2023.

During the year ended December 31, 2022, there was $ 0.3 million of lease liabilities arising from obtaining right-of-use assets or modifying the lease agreements.

Variable lease expense is primarily costs reimbursed related to common area maintenance.

Fixed and variable leasing costs incurred by the Company were $ 0.1 million and $ 0.1 million, during the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities and future maturities of operating lease liabilities are immaterial .

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following represents maturities of operating lease liabilities as of December 31, 2023 (in thousands):

Total lease payments 142

interest ( 23 )

Lessee - Consolidated Funds

As of December 31, 2024, the consolidated funds are the lessee under zero ground lease arrangements that meet the criteria of an operating lease.

As of December 31, 2024, the consolidated funds do not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements.

As of December 31, 2023, the consolidated funds are the lessee under two ground lease arrangements that meet the criteria of an operating lease.

4 unchanged sentences

The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of December 31, 2023, the consolidated funds do not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements.

During the year ended December 31, 2023, there was $ 1.4 million and $ 0.1 million of fixed and variable lease expense, respectively, which is included in consolidated funds – hospitality expenses on the accompanying consolidated statements of operations.

During the year ended December 31, 2022, the there was $ 1.1 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations.

Variable lease expense are primarily costs related to common area maintenance.

During the years ended December 31, 2023 and 2022, there was $ 1.3 million and $ 1.2 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities.

During the year ended December 31, 2023 there was $ 1.5 million of lease liabilities arising from lease modifications.

There were no lease liabilities arising from obtaining right-of-use assets or lease modifications during the year ended December 31, 2022.

The following represents maturities of operating lease liabilities as of December 31, 2023 (in thousands):

Thereafter 68,849

Total lease payments 75,529

interest ( 61,572 )

Total $ 13,957

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There was no fixed lease expense for the consolidated funds for the year ended December 31, 2024.

Fixed lease expense for the consolidated funds for the year ended December 31, 2023 was $ 1.4 million.

There was $ 0.1 million variable lease expense for the years ended December 31, 2024 and 2023.

During the year ended December 31, 2024, there was no cash paid for operating lease liabilities or lease liabilities arising from lease modifications.

During the year ended December 31, 2023, there was $ 1.3 million of cash paid for amounts included in the measurement of operating lease liabilities and $ 1.5 million of lease liabilities arising from lease modifications.

Lessor - Company

4 unchanged sentences

As of December 31, 2024, the Company does not have any material related party leases as a lessor.

During the year ended December 31, 2023, there was $ 1.6 million and an immaterial amount of fixed and variable rental revenue, respectively, which is included in other income, net on the accompanying consolidated statements of operations.

The Company had no rental revenue for the year ended December 31, 2022.

Variable rental revenue are primarily costs reimbursed related to common area maintenance.

The components of rental revenue for the years ended December 31, 2024 and 2023, are presented in the table below (in thousands).

Variable rental revenue is primarily costs reimbursed related to common area maintenance.

Year Ended December 31,

Fixed $ 1,859 $ 1,568

Variable 211 6

Total $ 2,070 $ 1,574

Future minimum lease payments due to the Company under non-cancellable operating leases over the next five years and thereafter as of December 31, 2024 are as follows (in thousands):

Thereafter 1,113

Total $ 5,883

Lessor - Consolidated Funds

Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of three multi-family residential properties, including Circle Lofts which was deconsolidated during the year ended December 31, 2023 and GC Square Apartments which was sold in March 2022, and two commercial properties, including Northsight Crossing which was sold in October 2023.

Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of two multi-family residential properties, including Circle Lofts which was deconsolidated during the year ended December 31, 2023 and two commercial properties, including Northsight Crossing which was sold in October 2023 and DT Mesa, which was deconsolidated

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in September 2024.

As of December 31, 2024, the leases have non-cancelable remaining lease terms from 0.1 years to 1.0 years.

8 unchanged sentences

Total $ 1,428 $ 4,045

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of December 31, 2024 are as follows (in thousands):

Thereafter 2,888

Total $ 6,435

Note 9 – Other Liabilities

7 unchanged sentences

(1) Includes tenant security deposits.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Liabilities of the Consolidated Funds

3 unchanged sentences

Sales tax payable 97 674

Below market leases, net — 461

Other 371 370

2 unchanged sentences

(1) Includes hotel advance deposits and tenant security and pet deposits.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 – Income Taxes

33 unchanged sentences

Allowance for doubtful accounts 1,018 —

Realized gain/loss on investments 1,001 —

Other 682 1,769

8 unchanged sentences

As of December 31, 2024, the Company had approximately $ 72.3 million and $ 71.3 million of federal and state net operating losses (“NOL”), respectively, available to offset future taxable income.

As of December 31, 2022, the Company had approximately $ 55.1 million each of federal and state NOL available to offset future taxable income.

As of December 31, 2023, the Company had approximately $ 59.5 million and $ 59.8 million of federal and state NOL, respectively, available to offset future taxable income.

The federal NOLs arising in 2017 and prior, if not utilized, begin expiring in the year 2035.

10 unchanged sentences

The Company and its subsidiaries are subject to the following significant taxing jurisdictions:

U.S., Alaska, Arizona, California, Colorado, Florida, Illinois, Minnesota, Missouri, New York, Oregon, South Carolina, Texas, and Utah.

U.S., Alaska, Arizona, California, Colorado, Florida, Missouri, Oregon, and Texas.

The Company is currently not under income tax examination in any tax jurisdiction.

17 unchanged sentences

Cash paid for interest, net of capitalized interest of $ 3 and $ 33 for the years ended December 31, 2024 and 2023, respectively

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31,

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Real estate investments moved from held for sale — 1,703

Decrease in notes receivable - related party due to return of capital from investments 500 —

Decrease in notes receivable - related party due the payment of accounts payable 107 —

Increase in notes receivable - related party due to deconsolidation of VIEs 7,531 —

Decrease in due from related party due to non-cash investment rollover 200 —

Increase in accounts receivable - related party due to deconsolidation of VIEs 3,752 —

Accounts receivable - related party eliminated in consolidation of VIEs — 1,853

Increase in investments in unconsolidated entities due to deconsolidation of VIEs 15,710 —

Assumption of note payable — 16,457

Corporate note rollover 1,948 —

Extinguishment of operating lease right-of-use assets — 1,059

1 unchanged sentence

Cost of real estate investments included in accounts payable 2 242

Cost of real estate investments included in due to related parties 1 —

Investments in unconsolidated entities included in due to related parties 66 —

Investments in unconsolidated entities included in accrued expenses 41 1,339

Issuance of common stock in connection with legal settlement — 3,200

Issuance of common stock in lieu of cash payment for accounts payable 194 —

Establishment of operating right-of-use assets — 1,765

Establishment of finance right-of-use assets — 55

Establishment of operating lease liabilities — 2,067

Establishment of finance lease liabilities — 55

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31,

Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds

Real estate investments moved to held for sale — 21,282

Real estate investments moved from held for sale — 21,761

Note receivable eliminated in consolidation — 2,946

Increase in notes receivable - related party due to transfer of pursuit costs 1,151 —

Decrease in notes receivable - related party due to return of capital from investments 1,300 —

Decrease in notes receivable related party due to payment of accounts payable 263 —

Contributions from noncontrolling interest in connection with settlement of notes - related parties — 1,831

Increase in notes receivable - related party due to deconsolidation of VIEs 22,746 —

Increase in notes payable - related party due to deconsolidation of VIEs 2,047 —

Conversion of line of credit to term loan 4,500 —

Cost of real estate investments included in accounts payable 40 382

14 unchanged sentences

Operating lease liabilities — 12,441

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31,

Other liabilities — 2,158

3 unchanged sentences

Accounts receivable, net 3,071 4,973

Notes receivable - related parties 54,496 —

Operating lease - right of use assets 10,324 8,775

8 unchanged sentences

Noncontrolling interests 29,041 23,777

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 – Commitments and Contingencies

2 unchanged sentences

In connection with the ownership and operation of real estate assets, the Company may potentially be liable for costs and damages related to environmental matters.

The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition and has not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on our financial condition or results of operations.

The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition nor has it not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on our financial condition or results of operations.

Caliber Tax Advantaged Opportunity Fund LP

6 unchanged sentences

As of December 31, 2024 and 2023, the Company estimated the fair value of CTAF II was less than the 6 % IRR for the investor members.

Buyback Program

In September 2018, the Company agreed to repurchase 3,709,693 shares (“Buyback Program”) owned by one of its non-participating founders for $ 4.54 per share of common stock in exchange for an amendment to such non-participating founder’s shareholder voting rights and other Company protections.

Due to the length of time of the liability, the Company recorded a liability of $ 13.6 million and a corresponding reduction to equity in treasury stock at the inception of the Buyback Program using a present value discount rate of 10.00 %.

As of December 31, 2022, remaining number of shares to be repurchased was 3,432,351 and the balance of the liability was $ 12.4 million, which is included in buyback obligation on the accompanying consolidated balance sheets.

During the year ended December 31, 2023, the Company repurchased 41,615 shares of Class A common stock pursuant to the Buyback Program and on May 19, 2023, the Company’s Class A common stock began trading on the NASDAQ Capital Market, at which point the buyback obligation was relieved and no further amounts were due under the Buyback Program.

Commitments and Contingencies of the Consolidated Funds

Franchise Agreements and Advance Key Money

The consolidated hospitality funds are parties to various franchise agreements where, pursuant to the respective agreements, the respective fund is required to pay monthly fees, generally consisting of royalty, service contribution, technology, program and/or marketing fees.

The franchise agreements expire on various dates from June 2025 through August 2033.

The consolidated funds recognized total franchise fees of $ 5.0 million and $ 3.8 million for the years ended December 31, 2023 and 2022, respectively.

As a part of one franchise agreement, the consolidated funds received an advance of $ 1.5 million (“Advance Key Money”) for the consolidated funds to retain the franchisor on the hotel property for 20 years.

The consolidated funds are not required to repay any part of the Advance Key Money unless the franchise agreement is cancelled before the termination date of August 2033.

The consolidated funds consolidated during the years ended December 31, 2024 and 2023, are parties to franchise agreements where the fund is required to pay monthly fees, generally consisting of royalty, program, and food and beverage fees.

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, the consolidated hospitality fund is a party to a franchise agreement that expires in November 2026.

The consolidated funds recognized total franchise fees of $ 2.9 million and $ 5.0 million for the years ended December 31, 2024 and 2023, respectively.

Note 13 – Net Income (Loss) Per Share

4 unchanged sentences

Years Ended December 31,

Net (loss) income attributable to CaliberCos Inc.

Net loss attributable to CaliberCos Inc.

$ ( 19,777 ) $ ( 12,703 )

Convertible debt interest 82 88

Net (loss) income attributable to common shareholders of CaliberCos Inc.

Net loss attributable to common shareholders of CaliberCos Inc.

$ ( 19,695 ) $ ( 12,615 )

1 unchanged sentence

Dilutive shares - options, net — —

Dilutive shares - warrants, net — —

Dilutive shares - preferred shares — —

Dilutive shares - convertible debt, net — —

Weighted average shares outstanding - diluted 21,986 20,087

Basic net (loss) income per share attributable to common shareholders $ ( 0.63 ) $ 0.11

Diluted net (loss) income per share attributable to common shareholders $ ( 0.63 ) $ 0.11

Basic net loss per share attributable to common shareholders $ ( 0.90 ) $ ( 0.63 )

Diluted net loss per share attributable to common shareholders $ ( 0.90 ) $ ( 0.63 )

The number of antidilutive shares consisted of the potential exercise of stock options and potential conversion of convertible debt.

2 unchanged sentences

Additional common shares, if stock options were exercised 2,537 2,267

Additional common shares, if warrants were exercised 12 —

Additional common shares, if preferred shares were converted 2,507 —

Additional common shares, if convertible debt were converted 139 175

______________________________

(1) There were no antidilutive shares for the year ended December 31, 2022.

CALIBERCOS INC.

9 unchanged sentences

The fair value of the Company’s fixed rate debt were measured with Level 2 inputs.

The estimated fair value of the Company’s real estate loan was determined by management based on a discounted future cash-flow model.

The estimated fair value of the Company’s real estate loan was determined by management based on a discounted f uture cash-flow model.

As of December 31, 2024 the Company’s real estate loan had a carrying value of $ 15.9 million and a fair value of $ 12.6 million.

As of December 31, 2023, the Company’s real estate loan had a carrying value of $ 16.2 million and a fair value of $ 9.5 million.

Fair Value of Financial Instruments of the Consolidated Funds

4 unchanged sentences

The fair values of debt, advance key money, and interest rate caps have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral.

The carrying values of the consolidated funds’ variable rate debt and advance key money as of December 31, 2023 and December 31, 2022 approximated fair value.

The carrying values of the consolidated funds’ variable rate debt and advance key money as of December 31, 2024 and 2023 approximated fair value.

The fair value of the consolidated funds’ fixed rate debt were measured with Level 2 inputs.

5 unchanged sentences

Hampton Inn & Suites Hotel (1)

Northsight Crossing AZ, LLC (1)

$ — $ — $ 5,939 $ 4,762

Southpointe Fundco, LLC 1,050 1,023 1,050 1,050

Circle Lofts, LLC (2)

— — 4,889 1,915

Tucson East, LLC (1)

— — 11,901 11,067

West Frontier, LLC 4,796 3,701 4,636 3,795

______________________________

(1) In October 2023, Northsight Crossings AZ, LLC sold its investment in the commercial property and paid its existing property loan in full.

As a result, the Company determined it was no longer the primary beneficiary of the fund and therefore the fund was deconsolidated.

(2) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, and Caliber Fixed Income Fund III.

Note 15 – Derivative Instruments

4 unchanged sentences

As of December 31, 2024 and 2023, the Company did not have any derivatives designated as hedging instruments.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivatives Not Designated as Hedging Instruments

14 unchanged sentences

Type of Derivative 2024 2023

Interest rate swap Consolidated funds - hospitality expenses $ ( 440 ) $ —

Interest rate cap Consolidated funds - hospitality expenses ( 75 ) —

Interest rate swap (1)

Consolidated funds - hospitality expenses $ 346 $ ( 440 )

Interest rate cap (2)

Consolidated funds - hospitality expenses ( 35 ) ( 75 )

Total $ 311 $ ( 515 )

______________________________

(1) During the year ended December 31, 2024, the interest rate swap was terminated.

(2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Note 16 – Stockholders’ Equity and Share-Based Payments

5 unchanged sentences

All other rights, privileges, and rank will be shared equally and be identical in all respects as to all matters.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors.

2 unchanged sentences

No holder of shares of common stock shall have the right to cumulate votes.

In the event of liquidation, subject to the prior rights of holders of preferred stock to share ratably in the Company’s assets, the holders of common stock and holders of any shares of preferred stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets available for distribution after giving effect to any liquidation preference of shares of preferred stock.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

available for distribution after giving effect to any liquidation preference of shares of preferred stock.

The holders of Class A common stock shall not have any conversion, redemption, or other preemptive rights.

1 unchanged sentence

In addition, Class B common stock shall not have any redemption or other preemptive rights.

Beginning in 2024, the Company began issuing warrants for the purchase of its Class A Common Stock, either as stand-alone transactions or combined with other debt and/or equity instruments.

The warrants may be exercised up to the fifth anniversary of their origination date and transferred independently at any time.

Using the Black-Scholes model, the Company estimates the relative fair value of warrants on the date of issuance.

The relative fair value of warrants is included in Paid-in capital on the consolidated balance sheets dated December 31, 2024.

As of December 31, 2024, the Company had 1,058,790 warrants outstanding with a weighted average exercise price per share and weighted average remaining exercise period of $ 0.82 and 4.9 years, respectively.

2017 Incentive Stock Plan

13 unchanged sentences

As of December 31, 2024 and 2023, there was $ 5.2 million and $ 0.6 million, respectively, of unrecognized compensation expense related to the 2017 Plan stock options.

The following tables detail the activity of the 2017 Plan during the year ended December 31, 2023 and 2022:

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables detail the activity of the 2017 Plan during the years ended December 31, 2024 and 2023:

Stock Options

7 unchanged sentences

Granted - Employee 330,967 2.47 — —

Granted - Nonemployee 14,863 9.25 — —

Exercised ( 1,784 ) 6.73 — —

Forfeited ( 25,046 ) 6.40 — —

3 unchanged sentences

Granted - Employee 237,798 0.74 — —

Granted - Nonemployee 607,851 0.74 — —

Forfeited ( 72,341 ) 5.40 — —

2 unchanged sentences

2,847,252 $ 3.11 5.26 $ 52,479

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

3 unchanged sentences

Granted - Employee 2,282,086 1.36

Vested ( 272,197 ) 6.57

Forfeited ( 20,058 ) 1.49

Unvested restricted stock units at December 31, 2023

2,386,786 1.66

Granted - Employee 4,971,181 0.86

7 unchanged sentences

The restricted stock units have a remaining term of 2.9 years as of December 31, 2024.

2024 Incentive Stock Plan

In July 2024, the Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”) which will be used for future share-based compensation arrangements going forward.

As of December 31, 2024, a limited number of awards have been issued under the new plan.

Note 17 – Preferred Stock

The Company is authorized to issue up to 22,500,000 shares of preferred stock pursuant to its third amended and restated certificate of incorporation.

As of December 31, 2023, no shares of preferred stock were issued and outstanding.

In November 2024, the Company entered in to an offering agreement to issue up to $ 15.0 million, of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants to purchase its Class A Common Stock (“Common Stock”), with a stated value of $ 20 per share and a 12 % annual, non-cumulative dividend payable annually in cash or shares of common stock, at the Company’s discretion.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Series A Preferred is convertible anytime at the option of the stockholder, in four sequential tranches.

Each tranche allows the stockholder to convert up to 25 % of it’s initial investment, beginning at a conversion price $ 0.51 per share of Common Stock, and increasing in 50 % increments for each successive tranche.

Each tranche of Series A Preferred is is mandatorily convertible if the market price of Common Stock is 200 % higher than any respective tranche’s conversion price for twenty of thirty consecutive Trading Days.

As of the year ended December 31, 2024, the Company had issued 100,000 of its Series A Preferred shares.

Note 18 – Segments

Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage.

During the year ended December 31, 2023, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, John C.

Loeffler, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors.

With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform (“Platform”), and no longer reviews operating results for development or brokerage activity separately.

As such, management concluded that the Company operates through one operating segment, which it refers to as Platform.

The Company’s CODM assesses revenue, operating costs and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S.

GAAP) and noncontrolling interests.

Operating costs consist primarily of payroll related costs that are provided quarterly to the CODM.

Platform payroll and payroll related costs were $ 17.8 million and $ 19.4 million for the years ended December 31, 2024 and 2023, respectively.

Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as the Company’s CODM does not review, nor is he provided with the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds.

For the years ended December 31, 2024 and 2023, total revenues were $ 20.9 million and $ 20.6 million, respectively, representing a period-over-period increase of 1.5 %.

The table below (in thousands) compares the revenues earned for providing services under the Company’s asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the year ended December 31, 2024, to the revenues earned for the same period in 2023.

Year Ended December 31, 2024

Platform Impact of Consolidated Funds Consolidated

Fund management fees $ 12,318 $ ( 3,109 ) $ 9,209

Financing fees 650 ( 254 ) 396

Development and construction fees 6,751 ( 331 ) 6,420

Brokerage fees 844 10 854

Total asset management 20,563 ( 3,684 ) 16,879

Performance allocations 379 ( 21 ) 358

Total Platform revenue $ 20,942 $ ( 3,705 ) $ 17,237

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2023

Platform Impact of Consolidated Funds Consolidated

Fund management fees $ 10,120 $ ( 4,635 ) $ 5,485

Financing fees 629 ( 408 ) 221

Development and construction fees 4,984 ( 959 ) 4,025

Brokerage fees 1,249 ( 409 ) 840

Total asset management 16,982 ( 6,411 ) 10,571

Performance allocations 3,656 ( 17 ) 3,639

Total Platform revenue $ 20,638 $ ( 6,428 ) $ 14,210

The following tables present a reconciliation of Platform revenues, expenses and net loss to the most comparable GAAP measure for the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31, 2024

Unconsolidated Impact of Consolidated Funds Consolidated

Asset management $ 20,563 $ ( 3,684 ) $ 16,879

Performance allocations 379 ( 21 ) 358

Consolidated funds – hospitality revenue — 26,476 26,476

Consolidated funds – other revenue — 7,406 7,406

Total revenues 20,942 30,177 51,119

Operating costs 7,136 ( 964 ) 6,172

Payroll and payroll related costs 17,768 ( 1 ) 17,767

General and administrative 6,817 ( 41 ) 6,776

Marketing and advertising 751 — 751

Depreciation and amortization 598 ( 5 ) 593

Consolidated funds – hospitality expenses — 26,503 26,503

Consolidated funds – other expenses — 5,870 5,870

Total expenses 33,070 31,362 64,432

Other income (loss), net ( 2,654 ) ( 439 ) ( 3,093 )

Interest income 559 ( 199 ) 360

Interest expense ( 5,424 ) — ( 5,424 )

Net loss before income taxes ( 19,647 ) ( 1,823 ) ( 21,470 )

Provision for income taxes — — —

Net loss ( 19,647 ) ( 1,823 ) ( 21,470 )

Net loss attributable to noncontrolling interests — ( 1,693 ) ( 1,693 )

Net loss attributable to CaliberCos Inc.

$ ( 19,647 ) $ ( 130 ) $ ( 19,777 )

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2023

Platform Impact of Consolidated Funds Consolidated

Asset management $ 16,982 $ ( 6,411 ) $ 10,571

Performance allocations 3,656 ( 17 ) 3,639

Consolidated funds – hospitality revenue — 68,905 68,905

Consolidated funds – other revenue — 7,822 7,822

Total revenues 20,638 70,299 90,937

Operating costs 2,387 ( 497 ) 1,890

Payroll and payroll related costs 19,421 — 19,421

General and administrative 6,807 ( 37 ) 6,770

Marketing and advertising 1,053 ( 1 ) 1,052

Depreciation and amortization 551 ( 1 ) 550

Consolidated funds – hospitality expenses — 80,669 80,669

Consolidated funds – other expenses — 9,162 9,162

Total expenses 30,219 89,295 119,514

Consolidated funds – gain on sale of real estate investments — 4,976 4,976

Other income, net 649 ( 275 ) 374

Interest income 1,863 ( 1,513 ) 350

Interest expense ( 4,716 ) ( 1 ) ( 4,717 )

Net loss before income taxes ( 11,785 ) ( 15,809 ) ( 27,594 )

Provision for income taxes — — —

Net loss ( 11,785 ) ( 15,809 ) ( 27,594 )

Net loss attributable to noncontrolling interests — ( 14,891 ) ( 14,891 )

Net loss attributable to CaliberCos Inc.

$ ( 11,785 ) $ ( 918 ) $ ( 12,703 )

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present a reconciliation of Platform assets to the most comparable GAAP measure for the years ended December 31, 2024 and 2023 (in thousands):

December 31, 2024

Platform Impact of Consolidated Funds Consolidated

Cash $ 1,766 $ — $ 1,766

Restricted cash 2,582 — 2,582

Real estate investments, net 21,782 ( 210 ) 21,572

Due from related parties 11,373 ( 4,303 ) 7,070

Investments in unconsolidated entities 16,061 ( 418 ) 15,643

Operating lease - right of use assets 4,042 ( 3,895 ) 147

Prepaid and other assets ( 529 ) 4,030 3,501

Total assets $ 57,077 $ ( 4,796 ) $ 52,281

December 31, 2023

Platform Impact of Consolidated Funds Consolidated

Cash $ 940 $ — $ 940

Restricted cash 2,569 — 2,569

Real estate investments, net 21,571 ( 79 ) 21,492

Due from related parties 23,934 ( 14,175 ) 9,759

Investments in unconsolidated entities 18,377 ( 15,039 ) 3,338

Operating lease - right of use assets 4,348 ( 4,155 ) 193

Prepaid and other assets 2,972 ( 191 ) 2,781

Total assets $ 74,711 $ ( 33,639 ) $ 41,072

Note 19 – Subsequent Events

Management has evaluated events and transactions that occurred after December 31, 2023 through April 15, 2024, the date these consolidated financial statement were available to be issued.

In addition to those matters discussed in Note 6 – Notes Payable, the following is a summary of the significant events and transactions that took place during this period:

• On March 7, 2024, a subsidiary of Caliber Hospitality Trust closed on the first of nine hotels as part of the contribution agreement with L.T.D.

Hospitality Group LLC (“L.T.D”) for $ 28.6 million and entered into a $ 14.1 million loan securing the property.

As part of the settlement, Caliber Hospitality, LP issued $ 9.6 million of Caliber Hospitality, LP operating partnership units to LTD.

• The Company’s board of directors approved the issuance of $ 25.0 million to $ 35.0 million of corporate notes to pay off maturing notes.

Management has evaluated events and transactions that occurred after December 31, 2024 through March 31, 2025, the date these consolidated financial statement were available to be issued.

The following events are in addition to those matters discussed in Note 6 – Notes Payable.

On March 12, 2025, the Company was qualified to sell up to $ 20.0 million of Series AA cumulative redeemable preferred stock under Regulation A, which includes 800,000 shares at a stated value of $ 25 .

The Series AA offers a cumulative monthly dividend at a rate of 9.5 % per annum.

The preferred stock is convertible into shares of Class A Common stock.

The proceeds raised by this offering will be used to retire outstanding promissory notes and for general corporate purposes.

On March 20, 2025, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P.

(“Mast”), issuing a senior secured promissory note worth up to $ 1.7 million, a warrant for 200,000 shares of Class A common stock at $ 0.75 per share, and 200,000 shares of common stock.

Simultaneously, the Company also entered into an equity purchase agreement with Mast to sell up to $ 25.0 million of common stock.

This agreement also includes a common stock purchase warrant for an additional 200,000 shares at $ 1.50 per share.

The Company proceeds were $ 1.2 million in cash, net of discounts.

On March 27, 2025 the Company announced the launch of the Caliber 1031 Exchange program which allows accredited investors to participate in the program either by investing $ 1.0 million or more from proceeds generated from a sale of real estate, or by the Company sponsoring the sale of the investors existing asset and investing those proceeds generated.

In its first transaction, the Caliber 1031 Exchange executed a $ 10.2 million acquisition of a 602 -unit self-storage facility in Rifle, Colorado,

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on behalf of a group of investors through a Tenants-in-Common arrangement.

The Company received a real estate commission in the amount of $ 0.2 million as a result of the transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures