What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-31 · 122 added, 68 removed, 119 unchanged (61% of the section changed)

Over the past 16 years, Caliber has emerged as a leading real estate asset management firm, with more than $2.9 billion in Managed Assets.

Caliber’s business is focused on a singular objective, to make money in all market conditions by managing and developing attractive multi-family residential, hospitality, and multi-tenant industrial assets.

Caliber serves financial professionals, family office investors, and high net worth investors, through its real estate fund products focused on generating value growth, income, and tax advantages.

Caliber competes in the broad market for alternative investments, a fast-growing segment of the global investment market.

For Multi-Family Residential & Multi-Tenant Industrial assets, Caliber is regionally focused on growth-oriented markets;

namely Arizona, Colorado & Texas.

For its Hospitality platform, Caliber is investing through the United States with a specific focus on markets that have experience population growth and job growth in the last 5 years.

Our competitive advantage is driven by several elements of the Caliber platform:

1.) The combination of an institutional-grade investment management platform combined with boutique, middle-market fund sizes and real estate projects.

2.) Our in-house shared services group, which offers Caliber greater control over our real estate and visibility to find future investment opportunities

3.) Our in-house fundraising infrastructure, allowing Caliber to serve a broad range of investors and institutions.

Caliber defines middle-market in two ways.

The first, by the size of the investments, We typically pursue – projects between $5.0 million and $50.0 million per asset.

The second, by the size of the investment funds.

We offer, typically $200.0 million for a multi-asset discretionary fund and $5.0 million to $20 million for a syndication.

In addition, Caliber is building the Caliber Hospitality Trust (CHT), a middle-market hotel investment company utilizing the UPREIT strategy with expectations that CHT will become a listed company when its assets under management (“AUM”) exceeds $1.0 billion.

Over the past 16 years, we have grown into a leading diversified alternative asset management firm, with more than $2.6 billion in Managed Assets, comprised of $0.8 billion of assets under management (“AUM”) and $1.9 billion of assets under development (“AUD”).

We are an alternative asset manager investing across real and digital assets.

We sponsor and manage private real estate investment funds and maintain a digital asset treasury strategy focused on blockchain infrastructure assets.

Our primary goal is to drive shareholder value by enhancing the wealth of accredited investor clients seeking to make investments in real and digital assets.

In 2025, we formally adopted a Board-approved digital asset treasury policy (the “Treasury Reserve Policy”) under which we accumulate and manage digital infrastructure assets, starting with Chainlink tokens (“LINK”).

The digital asset treasury strategy is designed to complement our core real estate investment platform by providing exposure to blockchain-based financial infrastructure and generating yield through staking activities.

Digital asset treasury income may consist of staking rewards and other income derived from treasury digital asset holdings.

While our real estate platform remains our core business, we believe exposure to digital infrastructure assets positions us for the long-term evolution of tokenized real-world asset markets.

For multi-family residential and multi-tenant industrial assets, we are regionally focused on growth-oriented markets, namely Arizona, Colorado and Texas.

For our hospitality platform, we invest throughout the United States with a specific focus on markets that have experienced population and job growth in recent years.

Our competitive advantage is driven by several elements of our platform:

• The combination of an institutional-grade investment management platform with boutique, middle-market fund sizes and real estate projects.

• Our in-house shared services group, which offers greater operational control and visibility into investment opportunities.

• Our in-house fundraising infrastructure, allowing us to serve a broad range of investors and institutions.

We define middle-market in two ways.

First, by the size of investments.

We typically pursue projects between $5.0 million and $50.0 million per asset.

Second, by the size of the investment funds.

We typically offer approximately $200.0 million for a multi-asset discretionary fund and $5.0 million to $20.0 million for a single asset syndication.

In addition, we are building the Caliber Hospitality Trust (“CHT”), a middle-market hotel investment company utilizing the UPREIT strategy, with expectations that CHT may seek a public listing if its assets under management exceed $1.0 billion.

As an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management.

Our asset management activities are complemented with transaction and advisory services including development and construction management, acquisition and disposition expertise, and fund formation, which we believe differentiate us from other asset management firms.

We earn the following fees from providing these services under our asset management platform (the “Platform”):

Our asset management activities are complemented by transaction and advisory services, including development and construction management, acquisition and disposition services, brokerage activities, and fund formation services.

On May 2, 2025, the Company effected a one-for-twenty (1-for-20) reverse stock split of its common stock (the “Reverse Stock Split”).

The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock.

Asset Management Revenues

• Organizational & Offering (“O&O”) fees include fund set-up fees and are a one-time fee earned during the initial formation, administration, and set-up of fund products we distribute and manage.

These fees are recognized at the point in time when the performance under the contract is complete.

• 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 0.7% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.

• 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.

• Real estate development revenues are generally based on two fee-based contracts, which are up to 6% on a combined basis.

The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the

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development and is paid for services performed by Caliber Development, LLC as the principal developer of Caliber projects.

We earn the following fees from providing these services under our asset management platform (the “Platform”):

• Organizational and offering fees include fund set-up fees earned during the initial formation, administration, and set-up of fund products we distribute and manage.

These fees are recognized at a point in time when performance obligations are satisfied.

• 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 certain costs incurred on behalf of the fund.

These customer contracts require us to provide management services, that represent performance obligations satisfied over time.

With respect to CHT, we earn a fund management fee of 0.7% of CHT’s enterprise value and are reimbursed for certain costs incurred on its behalf.

• Financing fees are earned for securing third-party financing on behalf of our private equity real estate funds and are recognized at a point in time upon loan closing.

We may also earn fees for guaranteeing certain loans, which are recognized over time.

• Real estate development revenues are generally based on two fee-based contracts, not to exceed an aggregate of 6%.

The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the development and is paid for services performed by Caliber Development, LLC as the principal developer of our projects.

These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers.

The second, a construction management contract that provides for up to to 4.0% of the total expected costs of the construction project for services provided managing general contractors with respect to the construction of the properties owned by the funds.

The second, a construction management contract that provides for up to 4.0% of the total expected costs of the construction project for services provided managing general contractors with respect to the construction of the properties owned by the funds.

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, construction management fee revenue is recognized over time as the performance obligations are satisfied.

• Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transactions.

• Brokerage fees are earned at fixed rates for services related to acquisitions, dispositions, leasing and financing transactions and are recognized at a point in time when services are completed.

Performance Allocations

• 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;

Performance allocations represent our contractual share of investment returns generated within the investment funds we manage.

We typically receive 15.0% to 35.0% of 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.

We have $2.9 billion in Managed Assets, which is comprised of AUM and Assets Under Development (“AUD”).

We have a number of development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD.

This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds but are under contract to purchase.

Preferred returns across our funds generally range from 6.0% to 12.0%.

Performance allocations are recognized in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) when it is determined that they are no longer probable of significant reversal, which generally occurs upon close of asset sales or refinancings.

Many alternative asset managers qualify for investment company accounting which renders comparability to our financial performance difficult.

Annually, we re-evaluate our conclusions regarding the application of investment company accounting.

Under investment company accounting, among other adjustments, we would recognize the portion of any performance allocations earned in the year as unrealized gains and losses.

Given the vertical nature of our business and the significant activities we generate revenue on, we do not qualify for investment company accounting.

However, if we were to qualify, we would have recognized approximately $16.3 million in unrealized gains in the current year.

Performance allocations are inherently variable and depend on asset-level performance and realization events.

There can be no assurance that projected performance allocations will be realized.

Managed Assets

We have $2.6 billion in Managed Assets, comprised of AUM and AUD.

AUD includes development, redevelopment, construction, and entitlement projects that are underway or in planning stages.

This category includes projects to be built on undeveloped land, including projects under contract for purchase by our funds.

As of December 31, 2025, we are actively developing 1,796 multifamily units, 697 single family units, 3.7 million square feet of commercial and industrial space, and 3.5 million square feet of office and retail space.

If these projects are completed, total capitalized costs are currently estimated to be $1.9 billion, and are expected to be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and secured debt financing.

Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both.

If we complete all AUD at December 31, 2025, up through sale, we estimate the Company could earn $104.2 million in performance allocations.

As of December 31, 2024, we are actively developing 1,796 multifamily units, 697 single family units, 3.7 million square feet of commercial and industrial, and 3.5 million square feet of office and retail.

If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $2.1 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing.

We are under no obligation to complete these projects and may dispose of any such assets at any time.

There can be no assurance that AUD will ultimately be developed or constructed because of the nature of the cost of the approval and development process and market demand for a particular use.

In addition, the mix of residential and commercial assets under development may change prior to final development.

The development of these assets will require significant additional financing or other sources of funding, which may not be available.

Similarly, there can be no assurance that performance allocations associated with our Managed Assets will be realized because our total costs to complete a project could change.

In addition, the price we might obtain upon selling the investment at some point in the future could be different than our projections.

The development of these assets requires significant additional financing and are subject to market conditions, entitlement risks, construction risks and access to capital.

Similarly, total costs to complete a project could change or the future selling price could be different than projected, thus there is no assurance that performance allocations will be realized.

Digital Asset Treasury Strategy

Our digital asset treasury strategy is governed by formal policies adopted by our Board of Directors.

The strategy is intended to:

• Provide exposure to blockchain infrastructure assets

• Generate staking yield

• Align our treasury strategy with technological infrastructure supporting tokenized asset markets

• Complement our real asset investment platform

We are evaluating potential applications of blockchain technology within our real estate investment platform, including initiatives designed to improve operational efficiency, investor servicing, and accessibility.

These efforts may include the tokenization of real-world assets, such as real estate projects and fund interests, to facilitate fractional ownership, enhance liquidity, and streamline investor reporting and fund administration.

We also believe that tokenized offerings may represent an additional capital formation channel, enabling us to reach a broader base of global investors through compliant, blockchain-enabled investment structures.

Digital assets are subject to significant market volatility, regulatory uncertainty, technological risk and custodial considerations.

We maintain internal controls and governance procedures designed to manage these risks;

however, there can be no assurance that digital asset holdings will not experience material fluctuations in value.

Digital Asset Treasury Holdings

Our digital asset treasury is currently comprised of only LINK.

We currently do not have a specific target for the amount or type of digital asset holdings we intend to acquire and hold.

As further discussed below, our digital asset treasury holds LINK solely on the Ethereum blockchain.

Chainlink and LINK Overview

Chainlink enables smart contracts to interact with external data, offchain computation, and systems across blockchains through decentralized oracle infrastructure.

Chainlink services are powered by Decentralized Oracle Networks (“DONs”), which consist of multiple independent node operators that aggregate data, computations, and reports before delivering results onchain.

Different DONs can perform different predefined tasks, including providing attestations regarding offchain data or real-world events.

LINK is the native token of the Chainlink network.

It is used to pay for Chainlink services, including oracle and related network services, and it is also used in Chainlink Staking to support security and enable eligible participants to earn rewards.

LINK is an ERC-677 compatible token originally deployed on Ethereum.

LINK may also be transferred across supported chains using the Chainlink Cross-Chain Interoperability Protocol (“CCIP”) and CCIP-powered applications.

Chainlink Staking Activities and Revenues

We intend to generate staking and other revenue from participating in the Chainlink ecosystem through being Community Stakers (as discussed below).

We intend to allocate a significant portion of our LINK holdings to be staked through certain limited node

Management estimates it may earn a net yield of approximately 3% to 9% annualized, based upon internal estimates of the potential to stake our LINK treasury.

Chainlink Staking is a security mechanism designed to enhance the security and reliability of Chainlink’s oracle services.

In Chainlink Staking, node operators (“Node Operator Stakers”) and community members (“Community Stakers”) stake (i.e., lock up) LINK in exchange for receiving staking rewards.

Staking reward rates vary because a fixed amount of rewards are made available to the staking protocol (currently v0.2) per unit of time, regardless of how much aggregate LINK is staked in the protocol.

Community Stakers earn base rewards for securing the network by staking LINK, and they can earn additional rewards through additional activities, including by providing timely and valid alerts about DON performance.

Automatically, Community Stakers have their stake delegated to Node Operator Stakers (without the operators taking control of such staked LINK), and 4% of Community Staker rewards are directed to the operators as a Delegation Reward in exchange for performing oracle computation on behalf of Community Stakers.

Node Operator Stakers also earn base rewards for securing the network and performing oracle computation, with their rewards supplemented by the Delegation Rewards as discussed above, which are made available to Node Operator Stakers proportionally based on the amount each operator stakes.

Attributed Rewards are earned by stakers during their participation in staking, which are composed of “Claimable Rewards” and “Locked Rewards”.

Claimable Rewards can be claimed by stakers at any time without penalty.

Locked Rewards turn into Claimable Rewards over a period of time known as the ramp-up period.

The ramp-up period is a 90-day period, tracked individually for each staker, that starts at 0% when a staker first stakes and linearly increases to 100% of the possible reward rate.

The percentage of claimable Attributed Rewards is proportional to the amount of time spent in the ramp-up period.

When unstaking LINK before the full ramp-up period has been completed, any Locked Rewards turn into “Forfeited Rewards”, which are forfeited and become available for all stakers in the same category.

Chainlink Staking v0.2 offers increased security by supporting the ability to slash (forfeit) a portion of staked LINK by Node Operator Stakers who help power oracle services secured by staking.

Community Stakers, and Node Operator Stakers only serving oracle services not secured by staking, will not be at risk of slashing.

We use Coinbase Prime, the institutional product of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), to trade, custody, stake and manage our digital assets.

Of our LINK, Coinbase Prime holds approximately 100% in hot wallets.

Coinbase Custody is chartered as a limited purpose trust company by the New York State Department of Financial Services.

100% of our LINK holdings are custodied by Coinbase Custody, and none of our LINK were staked as of December 31, 2025.

Current and Expected Digital Asset Treasury Holdings

At December 31, 2025, the Company held 562,535 LINK with a cost basis of $12.6 million and a fair value of $6.8 million.

All LINK were acquired during the year ended December 31, 2025, and the Company has not sold any of its LINK holdings as of that date.

Investment Process and Risk Management

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Investment professionals generally submit investment opportunities for review and approval by our investment committee.

The investment committee is comprised of executives and senior leaders of the Company.

The investment committee is comprised of members of our executive and senior leadership teams.

When evaluating investment opportunities, the investment committee may consider, without limitation and depending on the nature of the investment and its strategy, the quality of the asset in which the fund proposes to invest, likely exit strategies, factors that could reduce the value of the asset at exit, and a range of economic and interest rate environments, macroeconomic trends in the relevant geographic region

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or industry and the quality of the asset’s business operations.

Our investment committee also incorporates, to the extent appropriate, environmental, social and governance (“ESG”) factors into the investment decision-making process.

Our investment committee also incorporates, to the extent appropriate, environmental, social and governance factors into the investment decision-making process.

Existing investments are reviewed and monitored on a regular basis by investment and asset management professionals.

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We determine whether to make general partner capital commitments to our funds in excess of the minimum required commitments based on, among other things, our anticipated liquidity, working capital and other capital needs.

As of December 31, 2024, Caliber has $28.6 million invested alongside our Fund Investors in the form of equity positions, short term loans, and receivables.

This represents 5.8% of Managed Capital of $492.5 million.

As of December 31, 2025, we have $20.1 million invested alongside our fund investors in the form of equity positions, short-term loans, and receivables.

This represents 3.9% of our Managed Capital of $517.2 million.

Investors in many of our funds also receive the opportunity to make additional “co-investments” with the investment funds.

Our employees, as well as Caliber itself, also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incentive fees.

Our employees and we also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incentive fees.

In certain cases, limited partner investors may pay additional management fees or carried interest in connection with such co-investments.

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• Diversification of our revenue stream across the deal continuum, including asset management revenues which include brokerage fees on buying and selling assets, construction management fees on repositioning assets, fund set up fees for the initial formation, administration, and set-up of fund products we distribute and manage.

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Strategy and Competitive Strengths

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(i) sufficient distributable cash derived from the income of our investments (rents, etc.) or (ii) a capital event, such as a sale of an asset or a cash-out refinance.

Caliber’s approach is to offer investors, and their wealth managers, products managed by a team aligned with their success.

Our approach is to offer investors, and their wealth managers, products managed by a team aligned with their success.

We believe our competitive strengths include:

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• Expansion into additional distribution channels .

We intend to expand Caliber’s recent, early success in accessing institutional channels by further expanding our fundraising activities directed to registered investment advisers (RIA), broker-dealers, family offices, and boutique institutions.

We intend to expand our recent, early success in accessing institutional channels by further expanding our fundraising activities directed to registered investment advisers (“RIA”), broker-dealers, family offices, and boutique institutions.

• New funds and platforms.

We intend to grow our assets under management (“AUM”) by expanding the number of available funds and platforms.

We intend to grow our AUM by expanding the number of available funds and platforms.

We will look for complementary products and vehicles that utilize our existing vertically integrated infrastructure to allow us to continue to capture attractive risk-adjusted returns.

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We intend to utilize the UPREIT structure, starting with CHT, to grow our AUM through tax-efficient asset acquisitions which can be completed primarily in shares in the UPREIT we manage instead of traditional cash debt and equity.

We expect to leverage the operating infrastructure of Caliber as an external advisor to the UPREIT entity(s) we manage to avoid duplicating costs of running additional public companies.

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We expect to leverage our operating infrastructure as an external advisor to the UPREIT entity(s) we manage to avoid duplicating costs of running additional public companies.

• Accretive acquisitions .

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Human Capital Management

Caliber is committed to operating according to our core principles:

We are committed to operating according to our core principles:

• Authenticity & Transparency

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• Compassion & Service

Our employees are integral to Caliber’s culture and our primary real estate objective, to produce and manage real estate investments that Caliber insiders own and invest in.

Our employees adhere to Caliber’s core principles leading to our continued success as an organization.

Our employees are integral to our culture and our primary real estate objective, to produce and manage real estate investments that our insiders own and invest in.

Our employees adhere to our core principles leading to our continued success as an organization.

Our professionals have decades of institutional experience in commercial, real estate, capital markets, alternative investments, and mergers and acquisitions.

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We enter into non-competition and non-solicitation agreements with certain employees.

We believe Caliber offers a differentiated platform for employees to join our business as one of the only boutique, publicly listed real estate asset manages in the United States.

We believe we offer a differentiated platform for employees to join our business as one of the only boutique, publicly listed real estate asset manages in the United States.

Compensation and Benefits

Our compensation strategy is designed to attract qualified talent, retain team members, and stay competitive within the talent market.

Caliber continually evaluates our compensation structure to ensure it aligns with the market and continues to be an attractive component of joining our team.

Compensation includes incentives for individual performance as well as overall success in meeting the Company’s goals.

We continually evaluate our compensation structure to ensure it aligns with the market and continues to be an attractive component of joining our team.

Compensation includes incentives for individual performance as well as overall success in meeting our goals.

We believe these additional incentives encourage team members to perform at a high level.

We provide our team members with competitive health and retirement offerings, as well as a variety of quality-of-life benefits, including flexible time-off, an employee assistance program at no cost to the employee, a Company match for retirement plan contribution, tuition reimbursement, and overall support for well-being and family planning resources.

We provide our team members with competitive health and retirement offerings, as well as a variety of quality-of-life benefits, including flexible time-off, an employee assistance program at no cost to the employee, a match for retirement plan contribution, tuition reimbursement, and overall support for well-being and family planning resources.

Regulatory and Compliance Matters

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The SEC and various self-regulatory organizations, state securities regulators, and international securities regulators have in recent years increased their regulatory activities, including regulation, examination, and enforcement in respect of asset management firms.

Additional legislation, increasing regulatory oversight of fundraising activities, changes in

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rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules may directly affect our mode of operation and profitability.

Additional legislation, increasing regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules may directly affect our mode of operation and profitability.

We intend to continue to conduct our operations so that neither we nor any subsidiaries we own nor ones we may establish will be required to register as an investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”).

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The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business