CaliberCos Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“the Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date. Management’s Annual Report on Internal Control Over Financial Reporting This report does not include a report on management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the SEC for newly public companies. 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. 53 Table of Con tents Changes in Internal Control Over Financial Reporting No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. None. 54 Table of Con tents PART III Item 10. Directors, Executive Officers and Corporate Governance Information Concerning the Board of Directors The following table sets forth the names and ages of our director nominees: Name Age Title John C. “Chris” Loeffler, II 40 Chief Executive Officer and Chairman of the Board Jennifer Schrader 43 President and Vice-Chairperson William J. Gerber 67 Director Michael Trzupek 54 Director Daniel P. Hansen 55 Director Lawrence Taylor 60 Director Listed below are our directors’ biographies. John C. “Chris” Loeffler, II. Mr. 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. Mr. Loeffler earned a Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University, San Luis Obispo. Mr. 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. Ms. 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. Ms. 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. Ms. 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. William J. Gerber. Mr. Gerber has been a member of the Board of Directors of the Company since May 2023. Mr. Gerber has been a member of our Advisory Board since April 2019. Mr. 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. Mr. 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 55 Table of Con tents 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. Mr. Gerber holds a B.B.A. in Accounting from the University of Michigan. Mr. 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. Mr. Trzupek has been a member of the Board of Directors of the Company since May 2023. Mr. 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. Mr. 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. Mr. Trzupek began his financial career at Intel. Mr. 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. Daniel P. Hansen. Mr. Hansen has been a member of the Board of Directors of the Company since May 2023. Mr. Hansen has been a member of our Advisory Board since May 2022. Mr. 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. Mr. 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. Mr. 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 . Mr. Taylor has been a member of the Board of Directors of the Company since August 2023. Mr. 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. Mr. 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 56 Table of Con tents 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 ($) William J. Gerber $ 75,000 $ 47,072 $ — $ 122,072 Michael Trzupek $ 75,000 $ 47,072 $ — $ 122,072 Daniel P. 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:// 57 Table of Con tents 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; and • 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. Hansen. 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; 58 Table of Con tents • 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; and • 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. Gerber. 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; and • 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. 59 Table of Con tents Stockholder Communications Any stockholder who desires to contact any of our directors can write to CaliberCos Inc., 8901 E. Mountain View Rd. Ste. 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. 8901 E. Mountain View Rd. Ste. 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; and John C. 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 John C. “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 ”. Jade Leung. Mr. 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 60 Table of Con tents 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. Notably, Mr. Leung participated in over $1 billion of public market transactions and financing arrangements. Mr. 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. Roy Bade. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Item 11. Executive Compensation 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 $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred. 61 Table of Con tents Name and Principal Position Fiscal Year Salary ($) Bonus (1) ($) Stock Awards (2) ($) Option Awards ($) Incentive Plan Compensation ($) All Other Compensation (3) ($) Total ($) John C. “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. Mr. 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. Mr. 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”). Ms. Schrader’s annual base salary is $450,000 and her employment agreement provides for Leadership Compensation of $2,083.33 per month. Mr. Leung’s annual base salary is $375,000 and his employment agreement provides for Leadership Compensation of $2,083.33 per month. Mr. Bade’s annual base salary is $350,000 and his employment agreement provides for Leadership Compensation of $2,083.33 per month. Mr. 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: • Death; Disability. 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 62 Table of Con tents • 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. Mr. Martinez’s annual base salary is $325,000. He is eligible to receive an annual bonus based on performance of up to 125% of his base compensation and long-term incentives via the Company’s 2017 Incentive Stock Plan. 63 Table of Con tents The following table sets forth the agreed to compensation arrangements with each of our Named Executive Officers: Name Base Salary ($) Maximum Bonus as a Percentage of Base Salary ($) Maximum Bonus ($) (1) Long Term Incentive (LTI) ($) (2) Total Compensation Potential ($) John C. “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; and • 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. 64 Table of Con tents 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 ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) John C. “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. 65 Table of Con tents Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 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; and • 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. 8901 E. 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 % John C. Loeffler, II (5) 291,287 1.7 % 3,706,721 50.0 % 40.8 % Roy Bade (6) 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 % — — % * Daniel P. Hansen (10) 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: Donnie R. Schrader (14) 3,390,736 19.4 % — — % 3.7 % 66 Table of Con tents __________________________________ *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. Ms. 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. Mr. 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. 67 Table of Con tents Item 13. 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. 68 Table of Con tents 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, 2024 2023 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. Other 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 69 Table of Con tents 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 CDOF (2) — 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. 70 Table of Con tents (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. 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. 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. 71 Table of Con tents 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. Item 14. Principal Accounting Fees and Services 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, 2024 2023 Audit Fees (1) $ 1,166,000 $ 875,000 Audit Related Fees (2) 53,500 290,000 Tax Fees — — All Other Fees 1,895 — Total Fees: $ 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. 72 Table of Con tents 73 Table of Con tents PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements The Financial Statements are included herein at pages F- 3 through F- 7 . Financial Statement Schedules All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, the required information is contained elsewhere in this Annual Report on Form 10-K, or the schedules are inapplicable and have therefore been omitted. Exhibits The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of CaliberCos Inc. (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023 3.2 Amended and Restated Bylaws of CaliberCos Inc. (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023) 3.3 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) 3.4 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) 4.1* Description of Securities 4.2 Form of Class A common stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on October 28, 2022 (File No. 333-267657)) 4.3 Amended and Restated Stockholders’ Agreement dated March 22, 2023, by and among the Company, John C. Loeffler, Jennifer Schrader and Donnie Schrader (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 22, 2023 (File No. 333-267657)) 4.3.1 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) 4.4 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) 4.5 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) 4.6 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) 10.1 † CaliberCos Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of CaliberCos Inc.’s Form S-8 (File No. 333-272078), filed with the SEC on May 19, 2023) 10. 2 † 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) 10. 3 † 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) 10.4 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. 001-04321), filed with the SEC on June 23, 2023) 10.5 Guaranty of Recourse Obligations dated January 20, 2023, by John C. Loeffler, II, Jennifer Schrader,CDIF, LLC, Caliber Diversified Opportunity Fund II, LP, and CaliberCos Inc. for the benefit of BP Holdings Sigma, LLC(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 74 Table of Con tents Exhibit No. Description 10.6 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. 001-04321), filed with the SEC on June 23, 2023) 10.7 Assumption Agreement dated January 25, 2023 by and among Pollock Gateway II DE LLC, original borrower, Gateway II Holdco, LLC, new borrower, Guila Pollock and Vita Piazza, trustees of The James and Guila Pollock Trust dated June 27, 2006, original guarantor, CaliberCos Inc., new guarantor, and Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2019-C5, Commercial Mortgage Pass Through Certificates, Series 2019-C5, lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.8 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jennifer Schrader (incorporated by reference to Exhibit 6.5 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.9 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and John C. Loeffler II (incorporated by reference to Exhibit 6.6 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.10 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Roy Bade (incorporated by reference to Exhibit 6.7 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.11 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jade Leung (incorporated by reference to Exhibit 6.8 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.12 Form of Indemnification Agreement between CaliberCos Inc. 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. 333-267657)) 10.13 Caliber/ Encore Opportunistic Growth Fund Limited Liability Company Agreement dated May 1, 2022 by and between CaliberCos Inc. and Encore Caliber Holdings, LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.14 Form of Managing Dealer Agreement by and among CaliberCos Inc., Skyway Capital Markets, LLC and Issuer (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.15 Sponsor Consulting Agreement dated December 1, 2022 by and among CaliberCos Inc. and Skyway Capital Markets, LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.16 Contribution Agreement dated June 30, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 024-11016), filed with the SEC on July 7, 2023) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 10.21 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) 14.1* Code of Ethics 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 75 Table of Con tents Exhibit No. Description 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 97.1* Clawback Policy 101.INS* Inline XBRL Instance 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation 101.LAB* Inline XBRL Taxonomy Extension Labels 101.PRE* Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) _____________________________ * Filed herewith ** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. † Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not Applicable. 76 Table of Con tents SIGNATURES 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 March 31, 2025 . CALIBERCOS INC. By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer As required under the Securities Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ John C. Loeffler, II Chairman and Chief Executive Officer March 31, 2025 John C. Loeffler, II (Principal Executive Officer) /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 /s/ William J. Gerber Director March 31, 2025 William J. Gerber /s/ Michael Trzupek Director March 31, 2025 Michael Trzupek /s/ Dan Hansen Director March 31, 2025 Dan Hansen /s/ Lawrence Taylor Director March 31, 2025 Lawrence Taylor 77 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F- 7 Notes to Consolidated Financial Statements F- 10 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of CaliberCos Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CaliberCos Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023 , the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024 , and the related notes (collectively referred to as the "financial statements"). 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Tempe, Arizona March 31, 2025 We have served as the Company's auditor since 2020 . F-2 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) December 31, 2024 December 31, 2023 Assets Cash $ 1,766 $ 940 Restricted cash 2,582 2,569 Real estate investments, net 21,572 21,492 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 Operating lease - right of use assets 147 193 Prepaid and other assets 3,501 2,781 Assets of consolidated funds Cash 549 2,865 Restricted cash — 11,266 Real estate investments, net 45,090 185,636 Accounts receivable, net 163 1,978 Notes receivable - related parties 6,848 34,620 Due from related parties 320 12 Operating lease - right of use assets — 10,318 Prepaid and other assets 284 11,665 Total assets $ 105,535 $ 299,432 Liabilities and Stockholders’ Equity Notes payable $ 50,450 $ 53,799 Accounts payable and accrued expenses 9,532 8,886 Due to related parties 313 257 Operating lease liabilities 93 119 Other liabilities 750 420 Liabilities of consolidated funds Notes payable, net 29,172 129,684 Notes payable - related parties 2,047 12,055 Accounts payable and accrued expenses 1,207 11,736 Due to related parties 79 101 Operating lease liabilities — 13,957 Other liabilities 639 2,400 Total liabilities 94,282 233,414 Commitments and Contingencies (Note 12) F-3 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) December 31, 2024 December 31, 2023 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 15 14 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 7 7 Paid-in capital 43,996 39,432 Accumulated deficit ( 56,607 ) ( 36,830 ) Stockholders’ (deficit) equity attributable to CaliberCos Inc. ( 12,589 ) 2,623 Stockholders’ equity attributable to noncontrolling interests 23,842 63,395 Total stockholders’ equity 11,253 66,018 Total liabilities and stockholders’ equity $ 105,535 $ 299,432 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Years Ended December 31, 2024 2023 Revenues Asset management revenues $ 16,879 $ 10,571 Performance allocations 358 3,639 Consolidated funds – hospitality revenues 26,476 68,905 Consolidated funds – other revenues 7,406 7,822 Total revenues 51,119 90,937 Expenses Operating costs 23,939 21,311 General and administrative 6,776 6,770 Marketing and advertising 751 1,052 Depreciation and amortization 593 550 Consolidated funds – hospitality expenses 26,503 80,669 Consolidated funds – other expenses 5,870 9,162 Total expenses 64,432 119,514 Consolidated funds - gain on sale of real estate investments — 4,976 Other (loss) income, net ( 3,093 ) 374 Interest income 360 350 Interest expense ( 5,424 ) ( 4,717 ) Net loss before income taxes ( 21,470 ) ( 27,594 ) Benefit from income taxes — — 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 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: Basic 21,986 20,087 Diluted 21,986 20,087 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (AMOUNTS IN THOUSANDS) Preferred Stock Common Stock Paid in Capital Treasury Stock Accumulated Deficit Noncontrolling Interests Total Stockholders’ Equity Class A Class B Shares Par Value Shares Par Value Shares Par Value Balances as of December 31, 2022 1,651 — 10,791 11 7,416 7 33,108 ( 13,626 ) ( 22,709 ) 80,398 77,189 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 Contributions from noncontrolling interest holders — — — — — — — — — 27,927 27,927 Redemptions of noncontrolling interest holders — — — — — — — — — ( 10,045 ) ( 10,045 ) Distributions to noncontrolling interest holders — — — — — — — — — ( 10,014 ) ( 10,014 ) Consolidation of VIE — — — — — — — — — ( 20,805 ) ( 20,805 ) Deconsolidation of VIEs — — — — — — — — — 10,825 10,825 Retirement of treasury stock — — — — — — — 13,626 ( 1,418 ) — 12,208 Net income (loss) — — — — — — — — ( 12,703 ) ( 14,891 ) ( 27,594 ) Balances as of December 31, 2023 — $ — 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 Equity based compensation expense — — 1,100 1 — — 2,376 — — — 2,377 Contributions from noncontrolling interest holders — — — — — — — — — 16,635 16,635 Redemptions of noncontrolling interest holders — — — — — — — — — ( 2,051 ) ( 2,051 ) Distributions to noncontrolling interest holders — — — — — — — — — ( 6,110 ) ( 6,110 ) Deconsolidation of VIEs — — — — — — — — — ( 46,334 ) ( 46,334 ) Net income (loss) — — — — — — — — ( 19,777 ) ( 1,693 ) ( 21,470 ) Balances as of December 31, 2024 100 $ — 15,178 $ 15 7,416 $ 7 $ 43,996 $ — $ ( 56,607 ) $ 23,842 $ 11,253 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2024 2023 Cash Flows 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 Non-cash lease expense and gain on lease extinguishment 21 ( 280 ) Non-cash performance allocations — ( 2,382 ) Non-cash interest income ( 184 ) — Equity-based compensation 2,378 3,726 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: Due from related parties 2,301 ( 1,897 ) Prepaid expenses, right-of-use assets and other assets ( 654 ) 3,169 Accounts payable and accrued expenses 1,546 931 Due to related parties ( 11 ) 86 Lease liabilities and other liabilities ( 131 ) 94 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 ) 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 ) Amortization of above-market/below market leases and straight-line rent, net ( 164 ) ( 409 ) Amortization of deferred financing costs 353 1,543 Bad debt expense 84 — Changes in operating assets and liabilities of consolidated funds: Accounts receivable, net ( 1,256 ) ( 375 ) Due from related parties ( 412 ) 3 Prepaid expenses, right-of use assets and other assets 757 ( 8,040 ) Accounts payable and accrued expenses 1,037 1,141 Due to related parties 1,028 1,503 Lease liabilities and other liabilities ( 86 ) 1,264 Net cash provided by (used in) the Company's operating activities 555 ( 18,720 ) F-7 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2024 2023 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 Consolidation of VIEs $ — $ 12,927 Deconsolidation of VIEs ( 17,293 ) ( 12,952 ) Investments in real estate assets ( 2,857 ) ( 13,744 ) Acquisition of real estate assets — ( 6,643 ) Proceeds from the sale of real estate assets — 26,075 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 ) Cash Flows From Financing Activities Payment of deferred financing costs ( 100 ) ( 253 ) Proceeds from notes payable 3,465 26,605 Repayments of notes payable ( 6,553 ) ( 3,697 ) Proceeds from notes payable - related parties — 4,000 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 Payments of treasury stock - buyback obligation — ( 183 ) Cash Flows From Financing Activities of consolidated funds Payment of deferred financing costs ( 1,352 ) ( 2,782 ) Proceeds from notes payable 16,586 69,654 Repayments of notes payable ( 17,460 ) ( 79,031 ) Proceeds from notes payable - related parties 511 10,008 Repayments of notes payable - related parties ( 511 ) ( 2,802 ) Contributions from noncontrolling interest holders 16,635 26,096 Redemptions of noncontrolling interests ( 751 ) ( 10,045 ) Distributions to noncontrolling interest holders ( 6,110 ) ( 10,014 ) Net cash provided by the Company's financing activities 6,331 25,790 F-8 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2024 2023 Net Change in Cash and Restricted Cash ( 12,743 ) 1,706 Cash and Restricted Cash at Beginning of Period 17,640 15,934 Cash and Restricted Cash at End of Period $ 4,897 $ 17,640 Reconciliation of Cash and Restricted Cash Cash at beginning of period $ 3,805 $ 7,657 Restricted cash at beginning of period 13,835 8,277 Cash and restricted cash at beginning of period 17,640 15,934 Cash at end of period $ 2,315 $ 3,805 Restricted cash at end of period 2,582 13,835 Cash and restricted cash at end of period 4,897 17,640 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company”) is an alternative asset manager of private syndication and direct investment real estate funds and provider of a full suite of traditional real estate services. 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, 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. Liquidity and Going Concern 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. 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. F-10 Table of Contents 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 Accounting Policies of the Company Basis of Presentation and Consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include our accounts, our consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying consolidated balance sheets, statements of operations, and statements of changes in stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities 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. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. 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. Voting Interest Entities Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”). 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 The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates. F-11 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash Cash includes cash in bank accounts. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash balances may exceed FDIC limits. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of held in escrow accounts by contractual agreement with lenders as part of financial loan covenant requirements. Investments in Unconsolidated Entities If an entity is not a VIE, our determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control. For our managing member interests in limited liability companies, we are presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control. These substantive rights allow the limited partners to remove the general partner with or without cause or to participate in significant decisions made in the ordinary course of the entity’s business. We account for our non-controlling investments in these entities under the equity method. Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control, or entities which are VIE in which we are not the primary beneficiary are accounted for under the equity method. 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, 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. If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment. Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc. 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, 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. As the manager of the venture, we are entitled to 15.0 % – 35.0 % of the residual cash flow produced by the venture after the payment of any priority returns. Under the equity method, impairment losses are recognized upon evidence of other-than-temporary losses of value. For the years ended December 31, 2024 and 2023, the Company had no impairment losses related to its investments in unconsolidated entities. F-12 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Depreciation and Amortization Expense 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 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. Concentration of Credit Risk 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: • diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties; • diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located; • diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and • maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies. Noncontrolling Interests in Consolidated Real Estate Partnerships We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying consolidated statements of changes in stockholders’ equity. Noncontrolling interests consist of equity interests held by limited partners in consolidated real estate partnerships. We attribute to noncontrolling interests their share of income or loss of the consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts. The terms of the partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate assets. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. 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. F-13 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue Recognition In accordance with the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees. The recognition and measurement of revenue is based on the assessment of individual contract terms. 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; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company. 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. 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, 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. 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 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. 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 obligation(s) are satisfied. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. F-14 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Leases Lessor 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. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. 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. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. 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. F-15 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounts Receivable Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. 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. Earnings Per Share Basic earnings per share attributable to common stockholders is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares outstanding during each period. The computation of diluted income (loss) per share attributable to common stockholders further assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) stock options and warrants using the treasury stock method, and (b) convertible debt and preferred stock using the if-converted method. To the extent the inclusion of potential common shares is anti-dilutive, the potential common shares are excluded from the computation of diluted income (loss) per share attributable to common stockholders. See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share. Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management, and other parties that can significantly influence the management and operating policies of the Company. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Any related interest and penalties would be classified as income taxes in the accompanying consolidated statements of operations. See Note 10 – Income Taxes for more detail. Share-Based Compensation In July 2017, the Company’s Board of Directors approved the 2017 Incentive Stock Plan (the “2017 Plan”), which was amended and restated in December 2021 to authorize the issuance of up to 10.0 million shares of common stock. The Company estimates the fair value of stock options using the Black-Scholes valuation model, which requires certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, and the expected term of stock option awards. Management elected to recognize forfeitures as they occur pursuant to ASU 2016-09, Compensation — Stock Compensation . As a result, no forfeiture rate was assumed. The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant. 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. F-16 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segments See Note 18 – Segments for detail of the Company’s segment reporting policy. Accounting Policies of Consolidated Funds Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. Our consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Our consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. Our consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. Cost Capitalization and Depreciation Our consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital addition activities at the asset level. Interest, property taxes and insurance are also capitalized during periods in which redevelopment, development and construction projects are in progress. Capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, commence at the point in time when activities necessary to get the assets ready for their intended use are in progress. This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. Our consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy. Cost of ordinary repairs, maintenance and resident turnover are charged to operating expense, as incurred. 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 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. 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 to not be recoverable. 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 F-17 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Cash Cash includes cash in bank accounts. The consolidated funds deposit cash with several high-quality financial institutions. These deposits are guaranteed by the FDIC up to an insurance limit of $250,000. At times, cash balances may exceed FDIC limits. Although the consolidated funds bear risk on amounts in excess of those insured by the FDIC, they have not experienced and do not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of tenant security deposits and cash reserves required by certain loan agreements for capital improvements and repairs. As improvements and repairs are completed, related costs incurred by the consolidated funds are funded from the reserve accounts. 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. Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining long-term debt and are capitalized and amortized over the term of the related debt obligation using the straight-line method. Capitalized deferred financing costs, net of accumulated amortization, are offset against and included in notes payable, net in the accompanying consolidated balance sheets. Consolidated Fund Revenues In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax. Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered. For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale. The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place. F-18 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated funds – other revenue Consolidated funds – other revenue includes rental revenue of $ 1.4 million and $ 4.0 million for the years ended December 31, 2024 and 2023, respectively. 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. 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. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The consolidated funds did not have any sales-type or direct financing leases as of December 31, 2024. 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. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. In addition, consolidated funds - other revenue includes interest income of $ 5.9 million and $ 3.7 million for the years ended December 31, 2024 and 2023, respectively, which is generated by a consolidated fund’s lending activity. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement. Consolidated Fund Expenses 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. Accounts Receivable Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations. Our consolidated funds had no allowance for doubtful accounts as of December 31, 2024 and 2023. Derivative Instruments The consolidated funds record all derivative instruments on the consolidated balance sheets at fair value. The accounting for changes in the fair value of the derivative and the effect on the financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. If the consolidated fund elects not to apply hedge accounting treatment, any changes in the fair value of the derivative instruments is recognized immediately in consolidated funds - hospitality expenses in the consolidated statements of operations. 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). F-19 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value of Financial Instruments The fair value of financial instruments is disclosed in accordance with ASC 825, Financial Instruments . The fair value of our financial instruments is estimated using available market information and established valuation methodologies. The estimates of fair value are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Fair Value Measurements Fair value measurements and disclosures consist of a three level valuation hierarchy. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the ability to observe the inputs employed in the measurement using market participant assumptions at the measurement date. An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. • Level 2 – Inputs include quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 – Unobservable inputs for the asset or liability. 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) Recent Accounting Pronouncements The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively, “Topic 326”), effective January 1, 2023. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Loans and receivables between entities under common control are not within the scope of this guidance. The adoption of this guidance did not have a material impact on the Company’s 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 F-20 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 F-21 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Cash 3,667 Restricted cash 9,260 Accounts receivable, net 4,348 Notes receivable - related parties 10,411 Due from related parties 40 Investments in unconsolidated entities 84,076 Operating lease - right of use assets 8,775 Prepaid and other assets 5,953 Total assets $ 214,427 Liabilities Notes payable, net $ 80,278 Notes payable - related parties 34,786 Accounts payable and accrued expenses 7,858 Due to related parties 10,302 Operating lease liabilities 12,441 Other liabilities 2,158 Total liabilities 147,823 Stockholders’ equity 66,604 Total liabilities and stockholders’ equity $ 214,427 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. F-22 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 – Real Estate Investments Real Estate Investments of the Company Asset Acquisitions There were no asset acquisitions by the Company during the year ended December 31, 2024. 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. GAAP. 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 Land and land improvements $ 9,131 Building and building improvements 9,332 Furniture, fixtures and equipment 959 Intangible lease assets 398 Intangible lease liabilities ( 348 ) Total purchase price of assets acquired $ 19,472 Real Estate Investments of the Consolidated Funds 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. GAAP. 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 Land and land improvements $ 599 Building and building improvements 3,938 Furniture, fixtures and equipment 2,106 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. F-23 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 – Prepaid and Other Assets Prepaid and Other Assets of the Company Prepaid and other assets consisted of the following as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Pursuit costs (1) $ 1,335 $ 1,081 Prepaid expenses 800 981 Accounts receivable, net 413 205 Deposits 63 63 Other assets 890 451 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. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the Company. The Company assesses collectability and expenses any amounts in which collectability is not reasonably assured. Prepaid and Other Assets of the Consolidated Funds Prepaid and other assets of the consolidated funds consisted of the following as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Prepaid expenses $ 114 $ 1,735 Deferred franchise fees, net 62 278 Deposits 57 669 Inventory 51 142 Derivative assets — 1,216 Pursuit costs (1) — 1,102 Intangibles, net — 184 Other assets (2) — 6,339 Total prepaid and other assets $ 284 $ 11,665 __________________________________ (1) Pursuit costs represent expenses incurred related to new fund formation and potential hospitality asset acquisitions, primarily for professional, legal, consulting, accounting and tax services. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the consolidated fund. Management assesses collectability and expenses any amounts in which collectability is not reasonably assured. (2) Other assets as of December 31, 2023, primarily represents incremental costs, including professional, legal, consulting, accounting and tax services, directly attributable to Caliber Hospitality Trust that are deferred and will be charged against the gross proceeds of the offering. F-24 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 – Notes Payable Notes Payable of the Company Notes payable consisted of the following as of December 31, 2024 and 2023 (in thousands): Notes Payable December 31, 2024 December 31, 2023 Interest Rate (1) Maturity Date (1) Corporate notes $ 31,763 $ 36,442 11.40 % 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 % 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 __________________________________ (1) As of December 31, 2024. Real Estate Loans The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Gateway II HoldCo, LLC On January 31, 2023, Caliber assumed a loan which is secured by the Company’s headquarters office building (see Note 4 – Real Estate Investments). 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 4.30 % in effect through the maturity date in November 2029. The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. 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. Corporate Notes and Convertible Corporate Notes The Company has entered into multiple general corporate financing arrangements with third parties. 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 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. 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. F-25 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has issued corporate notes with a conversion feature. The conversion price is $ 7.57 per share of common stock. The holders of the convertible corporate notes can elect to convert all or any portion of the balance at any time. As of December 31, 2024 and 2023, the value of the conversion feature was zero. Future Minimum Payments The following table summarizes the scheduled principal repayments of our indebtedness as of December 31, 2024 (in thousands): Year Amount 2025 $ 33,036 2026 404 2027 2,460 2028 330 2029 14,692 Thereafter — Total $ 50,922 Deferred Financing Costs 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 Notes payable of the consolidated funds consisted of the following as of December 31, 2024 and 2023, respectively (in thousands): Notes Payable December 31, 2024 December 31, 2023 Interest Rate (1) Maturity date (1) Real Estate Loans Hampton Inn & Suites Hotel $ — (3) $ 5,939 N/A N/A Four Points by Sheraton Hotel (2) — (3) 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) 11,901 N/A N/A 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 4,777 4,636 6.35 % February 2038 Total Real Estate Loans 23,789 120,825 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 19 475 7.96 % September 2025 Total notes payable 29,408 131,400 Deferred financing costs, net ( 236 ) ( 1,716 ) Total notes payable, net $ 29,172 $ 129,684 __________________________________ (1) As of December 31, 2024. F-26 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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 The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of December 31, 2024. Hampton Inn & Suites Hotel 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 loan is guaranteed by an individual who is an affiliate of the Company. 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 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 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 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. The interest rate on the loan is equal to 1-month LIBOR plus 6.00 %, with a floor rate of 11.00 % until maturity in May 2023. 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 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 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. The loan was guaranteed by the Company and individuals who are affiliates of the Company. In January 2023, the consolidated fund paid the loan amount outstanding in full. 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 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. The terms of the loan do not allow the prepayment of the outstanding balance in part prior to the maturity date but can be prepaid in whole subject to certain conditions, terms and fees outlined in the loan agreement. 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 F-27 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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 In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the DoubleTree by Hilton Tucson Convention Center located in Tucson, Arizona. The loan has a variable interest rate per annum equal to LIBOR plus 2.50 %. In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets the interest at a fixed rate of 4.22 % from September 2022 through August 2027. The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity. The terms of the loan allow for the prepayment of the outstanding balance in whole or in part at any time prior to the maturity date. 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 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. The loan required interest-only payments until June 1, 2023 and principal and interest payments thereafter until maturity. The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement. 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 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. In December 2022, the terms of the loan agreement were renegotiated, extending the maturity date of the loan to November 2023 and amending the interest rate to the greater of (i) the federal home loan bank rate plus 2.75 % or (ii) 6.50 %. 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 and waiving the minimum liquidity covenant default. 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 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. West Frontier Holdco, LLC In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35 %. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five year Treasury Constant Federal Reserve Index plus 2.50 %. 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 individuals who are affiliates of the Company. F-28 Table of Contents 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. 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. Member Notes 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. The notes require quarterly interest-only payments. The terms of the notes allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. Economic Injury Disaster Loans 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 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. The loans allow for prepayment of principal plus accrued interest prior to maturity. The loan agreements contain certain usual and customary restrictions and covenants relating to, among other things, insurance, and other indebtedness. 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. 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): Year Amount 2025 $ 7,189 2026 557 2027 17,046 2028 64 2029 69 Thereafter 4,483 Total $ 29,408 Deferred Financing Costs Amortization of deferred financing costs was $ 0.4 million and $ 1.5 million during the years ended December 31, 2024 and 2023, 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. F-29 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7 – Related Party Transactions Related Party Transactions of the Company 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, 2024 2023 Fund management fees 9,219 5,485 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 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 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 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) 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. 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 F-30 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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. Other 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, 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 Notes Receivable 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, LP $ — $ 14,976 12.00 % May 2025 The Ketch, LLC — 7,198 12.00 % May 2026 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 12.00 % September 2025 Ridge II, LLC — 846 12.00 % December 2024 Ironwood, LLC — 2,703 13.00 % September 2025 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) As of December 31, 2024. (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 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. 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. F-31 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes Payable 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 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. 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. 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. Other In the normal course of business, the consolidated funds have various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the funds on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. 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 Lessee - Company As of December 31, 2024, 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 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. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised. The operating lease agreement does not contain any material residual value guarantees or material restrictive covenants. 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. 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 . F-32 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. The operating leases have a weighted average remaining lease term of 55.7 years and a 9.6 % weighted average discount rate as of December 31, 2023. As the consolidated funds leases do not specifically state an implicit rate, the consolidated funds use discount rates 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. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the consolidated funds, only those renewal options that the consolidated funds has assessed as reasonably certain of being exercised. The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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 Rental revenue of the Company includes the revenues generated by the rental operations of one commercial office property, which was acquired in January 2023. As of December 31, 2024, the leases have non-cancelable remaining lease terms from 1.2 years to 9.6 years. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of December 31, 2024, the Company does not have any material related party leases as a lessor. 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, 2024 2023 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): Year Amount 2025 $ 1,627 2026 1,574 2027 950 2028 363 2029 256 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 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 F-33 Table of Contents 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. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of December 31, 2024, the consolidated funds do not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2024 and 2023 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance. Years Ended December 31, 2024 2023 Fixed $ 870 $ 3,520 Variable 558 525 Total $ 1,428 $ 4,045 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): Year Amount 2025 $ 257 2026 — 2027 — 2028 — 2029 — Thereafter — Total $ 257 Note 9 – Other Liabilities Other Liabilities of the Company Other liabilities consisted of the following as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Below market leases, net $ 20 $ 171 Tenant improvement allowance 103 99 Deposits (1) 154 113 Other 473 37 Total other liabilities $ 750 $ 420 _________________________________ (1) Includes tenant security deposits. F-34 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Liabilities of the Consolidated Funds Other liabilities of the consolidated funds consisted of the following as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Advance key money, net $ — $ 825 Deposits (1) 171 531 Sales tax payable 97 674 Other 371 370 Total other liabilities $ 639 $ 2,400 ______________________________ (1) Includes hotel advance deposits and tenant security and pet deposits. Note 10 – Income Taxes The following table shows the components of the income tax provision (benefit) from total operations for the years ended December 31, 2024 and 2023 (in thousands): Years Ended December 31, 2024 2023 Current income tax provision (benefit) Federal $ — $ — State — — Total — — Deferred income tax provision (benefit) Federal ( 4,023 ) ( 2,887 ) State ( 708 ) ( 451 ) Total ( 4,731 ) ( 3,338 ) Adjustment to valuation allowance 4,731 3,338 Total income tax provision (benefit) $ — $ — The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 U.S. federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 3.7 % 3.6 % Income passed through to noncontrolling interest, federal tax ( 1.7 ) % ( 11.3 ) % Income passed through to noncontrolling interest, state tax ( 0.3 ) % ( 2.0 ) % Permanent differences, VIEs ( 0.1 ) % ( 0.8 ) % Prior period return-to-provision adjustments 0.0 % 1.9 % Nondeductible expenses ( 0.5 ) % ( 0.3 ) % Change in valuation allowance ( 22.1 ) % ( 12.1 ) % Effective income tax rate 0.0 % 0.0 % F-35 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Deferred tax assets: Net operating loss carryforwards $ 17,837 $ 13,632 Sec 362 basis Step-up 439 439 Deferred compensation 1,929 1,780 Fixed assets 17 — Employee stock based compensation 1,299 820 Allowance for doubtful accounts 1,018 — Realized gain/loss on investments 1,001 — Other 682 1,769 Total deferred tax assets 24,222 18,440 Deferred tax liabilities: Passthrough income/loss from partnerships ( 12,196 ) ( 9,399 ) Fixed assets — ( 447 ) Other ( 323 ) ( 1,622 ) Total deferred tax liabilities ( 12,519 ) ( 11,468 ) Valuation allowance ( 11,703 ) ( 6,972 ) Net deferred tax assets $ — $ — 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, 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. Federal NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely but are subject to an 80% of taxable income limitation. The Arizona state NOLs arising in 2015, if not utilized, begin expiring in the year 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s federal NOL carryovers may be limited in the event of a change in control of ownership. In assessing the need for a valuation allowance against its net deferred tax assets, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considered cumulative tax losses as a significant piece of negative evidence and established a full valuation allowance of $ 11.7 million and $ 7.0 million against the Company’s net deferred tax assets as of December 31, 2024 and 2023, respectively. The changes to the Company’s valuation allowance during the years ended December 31, 2024 and 2023 were as follows (in thousands): Years Ended December 31, 2024 2023 Valuation allowance at the beginning of the year $ 6,972 $ 3,634 Changes in valuation allowance recorded during the year 4,731 3,338 Valuation allowance at the end of the year $ 11,703 $ 6,972 The Company and its subsidiaries are subject to the following significant taxing jurisdictions: U.S., Alaska, Arizona, California, Colorado, Florida, Missouri, Oregon, and Texas. The Company is currently not under income tax examination in any tax jurisdiction. F-36 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the tax returns. We are currently open to audit under the statute of limitations by the United States Internal Revenue Service as well as state taxing authorities for the past four years (three years in some states). However, due to NOL carryforwards not being utilized, all periods are open to potential examinations. Any penalties and interest related to unrecognized tax benefits would be classified as income tax expense in the accompanying consolidated statements of operations. We apply U.S. GAAP related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We do not believe that there are any positions taken by the Company which would require recognition or disclosure in these financial statements for the years ended December 31, 2024 and 2023. Note 11 – Supplemental Cash Flow Disclosures Supplemental cash flow information consisted of the following for the years ended December 31, 2024 and 2023 (in thousands): Years Ended December 31, 2024 2023 Supplemental Disclosure of Cash Flow Information Cash paid for interest, none of which was capitalized for the years ended December 31, 2024 and 2023, respectively $ 5,277 $ 4,875 Supplemental Disclosure of Cash Flow Information of Consolidated Funds Cash paid for interest, net of capitalized interest of $ 3 and $ 33 for the years ended December 31, 2024 and 2023, respectively 6,190 14,731 F-37 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2024 2023 Supplemental Disclosures of Non-Cash Investing and Financing Activities 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 Extinguishment of operating lease liabilities — 1,340 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 lieu of cash payment for accounts payable 194 — Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds 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 Cost of real estate investments included in due to related parties — 10 Contributions from noncontrolling interests in connection with settlement of notes payable - related party 2,531 — Establishment of operating right-of-use assets or increase from lease modifications — 1,516 Establishment of operating lease liabilities or increase from lease modifications — 1,516 Consolidation of VIEs Real estate investments, net — 86,402 Accounts receivable, net — 4,348 Due from related parties — 2 Operating lease - right of use assets — 8,775 Prepaid and other assets — 2,042 Notes payable, net — 80,449 Notes payable - related parties — 6,589 Accounts payable and accrued expenses — 8,148 Due to related parties — 28 Operating lease liabilities — 12,441 F-38 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2024 2023 Other liabilities — 2,158 Noncontrolling interests — 33,732 Deconsolidation of VIEs Real estate investments, net 137,571 85,239 Accounts receivable, net 3,071 4,973 Notes receivable - related parties 54,496 — Operating lease - right of use assets 10,324 8,775 Prepaid and other assets 9,579 1,658 Due from related parties 20 2 Due to related parties 1,049 1,218 Notes payable, net 98,639 74,643 Notes payable - related parties 12,055 6,882 Accounts payable and accrued expenses 11,338 7,139 Operating lease liabilities 13,957 12,441 Other liabilities 1,293 1,980 Noncontrolling interests 29,041 23,777 Note 12 – Commitments and Contingencies Commitments and Contingencies of the Company Environmental Matters 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 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 Caliber O-Zone Fund Manager, LLC (the “CTAF Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Fund LP (“CTAF”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF limited partners does not equal or exceed an amount equal to a 6 % IRR for the limited partners, the CTAF Fund Manager shall immediately contribute to CTAF funds in order to meet this minimum requirement for payment to the CTAF limited partners. As of December 31, 2024 and 2023, the Company estimated the fair value of CTAF was less than the 6 % IRR for the limited partners. Caliber Tax Advantaged Opportunity Fund II LLC Caliber O-Zone Fund II Manager, LLC (the “CTAF II Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Zone Fund II LLC (“CTAF II”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF II investor members does not equal or exceed an amount equal to a 6 % IRR for the investor members, the CTAF II Fund Manager shall immediately contribute to CTAF II funds in order to meet this minimum requirement for payment to the CTAF II investor members. 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. Commitments and Contingencies of the Consolidated Funds Franchise Agreements and Advance Key Money 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. At F-39 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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 Basic earnings per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting of stock options and warrants using the treasury stock method, and convertible debt and preferred stock using the if-converted method. The Company considered the two-class method in calculating the basic and diluted earnings per share, however, it was determined that there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common stockholders as Class A and Class B common stock share in the same earnings and profits, thus, having no impact on the calculation. The Company has calculated the basic and diluted earnings per share during the years ended December 31, 2024 and 2023 as follows (in thousands, except per share data): Years Ended December 31, 2024 2023 Numerator: Net loss attributable to CaliberCos Inc. $ ( 19,777 ) $ ( 12,703 ) Convertible debt interest 82 88 Net loss attributable to common shareholders of CaliberCos Inc. $ ( 19,695 ) $ ( 12,615 ) Denominator: Weighted average shares outstanding - basic 21,986 20,087 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 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. The following table summarizes these potential exercises and conversions during the years ended December 31, 2024 and 2023 , which h ave been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands): Years Ended December 31, 2024 2023 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 5,195 2,442 F-40 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14 – Fair Value of Financial Instruments Fair Value of Financial Instruments of the Company Fair values of financial instruments held by the Company are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. 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 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 Fair values of financial instruments held by consolidated funds are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. 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, 2024 and 2023 approximated fair value. The fair value of the consolidated funds’ fixed rate debt were measured with Level 2 inputs. The estimated fair values for the instruments below were determined by management based on a discounted future cash-flow model (in thousands). December 31, 2024 December 31, 2023 Note Payable Carrying Value Fair Value Carrying Value Fair Value Hampton Inn & Suites Hotel (1) $ — $ — $ 5,939 $ 4,762 Southpointe Fundco, LLC 1,050 1,023 1,050 1,050 Tucson East, LLC (1) — — 11,901 11,067 West Frontier, LLC 4,796 3,701 4,636 3,795 ______________________________ (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 Risk Management Objective of Using Derivatives The consolidated funds utilize derivative instruments, including interest rate caps and swaps, to reduce interest rate risk associated with its borrowings. Our consolidated funds do not intend to utilize derivatives for purposes other than interest rate risk management. Derivatives Designated as Hedging Instruments As of December 31, 2024 and 2023, the Company did not have any derivatives designated as hedging instruments. F-41 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivatives Not Designated as Hedging Instruments The consolidated funds have entered into interest rate caps and swaps. The following table summarizes the consolidated funds non-designated derivatives as of December 31, 2024 and 2023 (dollar amounts in thousands): December 31, 2024 December 31, 2023 Type of Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount Interest rate swap — $ — 1 $ 18,418 Interest rate cap — — 1 55,000 Total $ — $ 73,418 The following table presents the fair value of the consolidated funds’ non-designated derivatives, as well as their classification in the consolidated balance sheets, as of December 31, 2024 and 2023 (in thousands): Type of Derivative Balance Sheet Location December 31, 2024 December 31, 2023 Interest rate swap Consolidated funds - Prepaid and other assets $ — $ 1,206 Interest rate cap Consolidated funds - Prepaid and other assets — 10 Total $ — $ 1,216 The following table presents the gain or loss recognized in consolidated funds – hospitality expenses in the consolidated statements of operations for years ended December 31, 2024 and 2023 (in thousands): Statement of Operations Location Years Ended December 31, Type of Derivative 2024 2023 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 In May 2023, the Company filed a third amended and restated certificate of incorporation. The Company is authorized to issue 137,500,000 shares consisting of: (a) 115,000,000 shares of common stock consisting of (i) 100,000,000 shares of Class A common stock with a par value of $ 0.001 per share, (ii) 15,000,000 shares of Class B common stock with a par value of $ 0.001 per share; and (b) 22,500,000 shares of preferred stock with a par value of $ 0.001 per share. The Class B common stock is identical in all respects to Class A common stock, except it is entitled to 10 votes per share and is convertible at any time on a one -for-one basis into shares of Class A common stock. All other rights, privileges, and rank will be shared equally and be identical in all respects as to all matters. Common Stock The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors. The holders of common stock shall at all times vote together as one class on all matters. Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock. 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 F-42 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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. The holders of Class B common stock are entitled to a conversion upon notice or an automatic conversion upon transfer at which time the Class B Common stockholder will be entitled to one fully paid and nonassessable share of Class A common stock. In addition, Class B common stock shall not have any redemption or other preemptive rights. Warrants 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 The Company may award stock options to employees under the Amended and Restated 2017 Incentive Stock Plan (“2017 Plan”). The 2017 Plan allows the Company to: (i) grant stock awards, (ii) grant stock options, and (iii) offer restricted stock purchases to directors, executives and selected employees, consultants, and advisors. Options will vest if the recipient maintains constant employment through the end of the requisite service period. The following inputs and assumptions were used to calculate the weighted average fair values of the options granted for the years ended December 31, 2024 and 2023: December 31, 2024 2023 Expected term (in years) 6.13 6.13 Volatility 35 % - 36 % 36 % - 40 % Dividend Yield 0.00 % 0.00 % Risk-free rate 3.63 % - 4.52 % 4.42 % - 4.61 % Grant date fair value $ 0.32 $ 0.38 Compensation expense is recognized on a straight-line basis over the service period. During the years ended December 31, 2024 and 2023, the Company recognized $ 2.4 million and $ 3.7 million, respectively, in compensation expense, related to the 2017 Plan. 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. F-43 Table of Contents 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 Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding December 31, 2022 2,003,088 $ 4.58 5.15 $ 2,098 Granted - Employee 330,967 2.47 — — Forfeited ( 25,046 ) 6.40 — — Expired ( 23,408 ) 6.47 — — Outstanding December 31, 2023 2,285,601 4.23 4.89 535 Granted - Employee 237,798 0.74 — — Granted - Nonemployee 607,851 0.74 — — Forfeited ( 72,341 ) 5.40 — — Expired ( 211,657 ) 5.01 — — Outstanding December 31, 2024 2,847,252 $ 3.11 5.26 $ 52,479 Restricted Stock Units Restricted Stock Units Weighted Average Fair Value Unvested restricted stock units at December 31, 2022 396,955 $ 6.73 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 Vested ( 1,246,972 ) 1.52 Forfeited ( 656,423 ) 1.21 Unvested restricted stock units at December 31, 2024 5,454,572 $ 1.02 The restricted stock units are subject to forfeiture if the participant does not meet certain conditions such as continued employment and/or the attainment of the specified performance target over the specified service period. The performance target related to the outstanding restricted stock units is the completion of an initial public offering or exchange listing. As of December 31, 2024, there was $ 4.9 million of unrecognized compensation expense related to the restricted stock units. 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 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. F-44 Table of Contents 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. 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. 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 Revenues 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 F-45 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Platform Impact of Consolidated Funds Consolidated Revenues 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 Revenues 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 Expenses 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 ) F-46 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Platform Impact of Consolidated Funds Consolidated Revenues 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 Expenses 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 ) F-47 Table of Contents 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 Assets 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 Assets 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, 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, F-48 Table of Contents 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. F-49