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Item 7. Management’s Discussion and Analysis

2026-03-26 compared with 2025-03-31 · 278 added, 213 removed, 391 unchanged (56% of the section changed)

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For a complete discussion of such risk factors, see the section in this report entitled “Risk Factors”.

Over the past 15 years, Caliber has grown into a leading diversified alternative asset management firm, with more than $2.9 billion in assets under management (“AUM”) and assets under development (“AUD”).

Caliber’s primary goal is to enhance the wealth of accredited investors seeking to make investments in middle-market assets.

We strive to build wealth for our clients by creating, managing, and servicing middle-market investment funds, private syndications, and direct investments.

Through our funds, we invest primarily in real estate, private equity, and debt facilities.

We market and fundraise to direct channels and to wholesale channels.

We believe that we provide investors attractive risk-adjusted returns by offering a balance of (i) structured offerings and ease of ownership, (ii) a pipeline of investment opportunities, primarily projects that range in value between $5.0 million and $50.0 million, and (iii) an integrated execution and processing platform.

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 AUM and $1.9 billion of AUD.

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

Management evaluates our business based on (i) recurring fee-related earnings, (ii) growth in embedded performance allocations within our managed funds, and (iii) the strategic accumulation and yield generation from digital asset holdings.

Because performance allocations are recognized under U.S.

GAAP only when they are no longer probable of significant reversal (generally upon realization events), U.S.

GAAP results may not reflect the economic progress of carried interest value creation within our managed portfolio at a given reporting date.

Digital Asset Platform

In August 2025, our Board of Directors approved our Treasury Reserve Policy designed to support our balance sheet strategy, liquidity profile, and long-term growth initiatives.

Under this policy, we allocate a portion of our corporate treasury to digital assets that we believe demonstrate institutional utility and adoption potential, beginning with LINK.

LINK is the decentralized oracle network intended to enable smart contracts and traditional systems to securely interact with real-world data.

We selected LINK as our initial digital asset holding based on management’s assessment of its core role in blockchain infrastructure supporting the growth of tokenization, decentralized finance, and real-world asset integration.

Management believes that LINK’s enterprise adoption, technology maturity, and network resilience make LINK an attractive long-term holding relative to other digital assets at similar stages of adoption.

Since adoption of the policy, we have raised capital through equity issuances and deployed a portion of those proceeds to accumulate LINK as a long-term treasury asset.

These holdings are reflected on our consolidated balance sheets at fair value as of December 31, 2025.

Changes in the fair value of our LINK are reflected in our consolidated statements of operations for the year ended December 31, 2025.

We expect continued volatility in the fair value of our digital asset holdings, which may materially affect reported results in future periods.

We have announced our intention to stake a portion of our LINK holdings once operational readiness and governance requirements are completed.

Staking generally involves committing tokens to participate in network security and may generate a yield in the form of additional LINK tokens.

Staking is a critical part of the LINK ecosystem and provides an opportunity for us to generate passive yield on its holdings while contributing to the stability and reliability of the broader network.

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

Any staking yield is subject to protocol rules, market conditions, operational factors and regulatory considerations.

Actual results may differ materially from expectations.

In parallel, we are evaluating the potential to operate or participate in LINK validator-related activities, which could include third party arrangements or internal capabilities.

Validator-related activities play a central role in maintaining network consensus and facilitating data integrity.

Revenues generated from staking or related activities, if any, would be evaluated by management in the context of our liquidity, balance sheet strategy and capital allocation within our digital asset treasury and asset management platform business.

We may consider additional products or investment offerings over time that provide exposure to digital assets or blockchain infrastructure, subject to market conditions, regulatory considerations, and investor demand.

These future offerings could expand our AUM and generate recurring management and performance fees, consistent with our existing real estate fund model.

Additionally, we are evaluating potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility.

Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance

liquidity, and streamline investor reporting and fund administration.

Tokenized offerings could also serve as a new fundraising channel for us, allowing us to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.

The Board of Directors and management team view the LINK strategy and broader blockchain initiatives as a natural evolution of our mission:

to enhance the wealth of our accredited investor clients by making alternative investments more accessible, transparent, and profitable for investors.

Through the integration of digital assets, blockchain infrastructure and tokenization technology, we seek to position ourself at the forefront of the convergence between traditional finance and decentralized finance.

Private Equity Real Estate Platform

We operate a Private Equity Real Estate (“PERE”) platform that creates, manages, and services middle-market investment funds, private syndications, and direct investments focused on real estate investment strategies.

To built our funds, we market directly to high net worth and ultra high net worth investors with our in-house fundraising team to registered investment advisors and broker-dealers with our in-house wholesaling team.

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 build on underdeveloped land and projects to be built and constructed on undeveloped lands, some of which are on land owned by our funds or are under contract to purchase.

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

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, 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 $1.9 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 strive to provide investors attractive risk-adjusted returns by offering a balance of (i) structured offerings and ease of ownership, (ii) a pipeline of investment opportunities, primarily projects that range in value between $5.0 million and $50.0 million, and (iii) an integrated execution and processing platform.

Our investment strategy leverages the local market intelligence and real-time data we gain from our operations to evaluate current investments, generate proprietary transaction flow, and implement various asset management strategies.

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

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”):

We earn the following fees from providing these services under the Platform:

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 customer contracts require us to provide management services, representing a performance obligation that we satisfy over time.

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

• Organizational & Offering 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.

• Financing fees are earned for services we perform 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.

In addition, we earn fees for guaranteeing certain loans, representing a performance obligation that we satisfy over time.

• Real estate development revenues are generally based on two fee-based contracts, not to exceed 6.0%.

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 Caliber projects.

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

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 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.

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

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

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;

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.

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, 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.

Estimated Performance Allocations

Performance allocations are foundational to our long-term economic model.

As of December 31, 2025, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $104.0 million.

This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.

The estimate is derived from:

• Asset-level discounted cash flow analyses

• Underwriting models used for capital allocation decisions

• Valuation methodologies consistent with fair value measurement frameworks

• Independent third-party valuation work

• Review procedures performed by our external auditors when applicable

Assets that are impaired, or where current projections do not support achieving returns above the preferred return threshold, are assigned zero carried interest value and are excluded from the $104.0 million estimate unless and until business plan revisions support a reasonable expectation of future performance allocation realization.

Consistent with U.S.

GAAP, the $104.0 million of estimated unrealized performance allocations is not reflected in our consolidated financial statements.

Management believes disclosure of unrealized performance allocations provides important insight into embedded economic value and long-term earnings potential.

Sensitivity of Estimated Performance Allocations

The performance allocation estimate is sensitive to changes in projected exit values of underlying assets.

A 5% increase or decrease in projected exit values across the managed portfolio would result in an approximate $5.2 million increase or decrease in estimated performance allocations.

Actual realized performance allocations may differ materially from current estimates based on changes in market conditions, operating performance, financing availability, or timing of realization events.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer, John C.

The 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.

Caliber was originally founded as Caliber Companies, LLC, an Arizona limited liability company, organized under the laws of Arizona, and commenced operations in January 2009.

In November 2014, the Company was reorganized as a Nevada corporation and in June 2018, we reincorporated in the state of Delaware.

On our website we make available, free of charge, information about the Company and its’ investments.

Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as our 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 we were 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.

We were originally founded as Caliber Companies, LLC, an Arizona limited liability company, organized under the laws of Arizona, and commenced operations in January 2009.

In November 2014, we reorganized as a Nevada corporation and in June 2018, we reincorporated in the state of Delaware.

On our website we make available, free of charge, information about us and our investments.

None of the information on our website is deemed to be part of this report.

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1) Capital formation:

any trend which increases or decreases investors’ knowledge of alternative investments, desire to acquire them, access to acquire them, and knowledge and appreciation of Caliber as a potential provider, will affect our ability to attract and raise new capital.

Capital formation also drives investment acquisitions, which contribute to Caliber’s revenues.

any trend which increases or decreases investors’ knowledge of alternative investments, desire to acquire them, access to acquire them, and knowledge and appreciation of us as a potential provider, will affect our ability to attract and raise new capital.

Capital formation also drives investment acquisitions, which contributes to our revenues.

2) Investment acquisition:

any trend which increases or decreases the supply of middle-market real estate projects or loans, the accessibility of developments or development incentives, or enhances or detracts from Caliber’s ability to access those projects will affect our ability to generate revenue.

Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formation – creating a flywheel effect for Caliber.

any trend which increases or decreases the supply of middle-market real estate projects or loans, the accessibility of developments or development incentives, or enhances or detracts from our ability to access those projects will affect our ability to generate revenue.

Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formation, which acts as a growth engine for the Platform.

3) Project execution:

any trend which increases or decreases the costs of execution on a real estate project, including materials pricing, labor pricing, access to materials, delays due to governmental action, and the general labor market, will affect Caliber’s ability to generate revenues.

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Our business depends in large part on our ability to raise capital for our funds from investors.

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Additionally, if weakness in the economy emerges and actual or expected default rates increase, investors in our funds may delay or reduce their investments;

however, we believe our approach to investing and the capabilities that Caliber manages throughout the deal cycle will continue to offer an attractive value proposition to investors.

In June 2023, the United States of America’s House of Representatives unanimously approved legislation that would increase the number of investors who can participate in private offerings of securities by expanding the accredited investor criteria.

The Fair Investment Opportunities for Professional Experts Act would expand the definition of accredited investor to include people with certain licenses, education or professional experience.

The Accredited Investor Definition Review Act would give the SEC discretion to determine the certifications, designations or credentials investors must possess to be accredited and directs the SEC to review the accredited investor definition every five years.

We believe these government actions will increase the size of our potential investor base significantly, however we cannot yet assess the number of newly accredited investors that would have the ability or interest to invest in a Caliber fund.

however, we believe our approach to investing and the capabilities that we manage throughout the deal cycle will continue to offer an attractive value proposition to investors.

While we have had historical successes, there can be no assurance that fundraising for our new and existing funds will experience similar success.

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Obtaining such financing is not guaranteed and is largely dependent on market conditions and other factors.

The advancement of real estate investment-oriented technology, sometimes referred to as “proptech”, offers Caliber the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment management strategies.

In recent years, Caliber has added to its technology stack with systems that we believe lead the market in their specific ability to enhance execution on our projects.

Several of these technologies seek to incorporate investments in artificial intelligence, which we believe will be a prevailing trend in helping Caliber to enhance its project execution going forward.

Regional conflicts and instability, such as those in Israel and Ukraine, can have significant impacts on global markets and economies and investor perception and tolerance for risk.

The advancement of real estate investment-oriented technology, sometimes referred to as “proptech”, offers us the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment

management strategies.

In recent years, we have added to our technology stack with systems that we believe lead the market in their specific ability to enhance execution on our projects.

Several of these technologies seek to incorporate investments in artificial intelligence, which we believe will be a prevailing trend in helping us to enhance our project execution going forward.

Regional conflicts and instability, such as those in Israel, Ukraine, and Iran can have significant impacts on global markets and economies and investor perception and tolerance for risk.

These conflicts could lead to increased volatility in financial markets, disrupt supply chains, and change investor appetite for investments in alternative assets.

Business Environment

Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, slowing economic growth and geopolitical uncertainty.

The annual inflation rate in the United States increased to 9.1% in June 2022, the

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highest rate since November 1981, but decreased to 2.9% in December 2024.

Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, global tariffs, slowing economic growth and geopolitical uncertainty.

The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but decreased to 2.7% in December 2025.

As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points.

Subsequently, the Federal Reserve decreased the federal funds rate by 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024, resulting in a target rate range of 4.25% to 4.50% at December 31, 2024.

Subsequently, the Federal Reserve decreased the federal funds rate by 169 basis points through December 31, 2025, resulting in a target rate range of 3.50% to 3.75% at December 31, 2025.

The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments.

Historically, inflation has tended to favor new capital formation for Caliber’s funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments.

Historically, inflation has tended to favor new capital formation for our funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments.

In addition, the increase in interest rates has put pressure on owners of existing real estate to sell assets as their loans mature.

Combined with a shrinking pool of buyers, the commercial and residential real estate markets in our favored geographies are moving away from a seller’s market and closer to a buyer’s market.

It remains to be seen if a stressed or distressed market may emerge, similar to Caliber’s early years of operations.

In both a buyer’s market and a stressed or distressed market, Caliber expects its business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows Caliber to move with the market and take advantage of potentially attractive prices.

It remains to be seen if a stressed or distressed market may emerge, similar to our early years of operations.

In both a buyer’s market and a stressed or distressed market, we expect our business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows us to move with the market and take advantage of potentially attractive prices.

For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, resulting in significant and lasting changes to the Qualified Opportunity Zone (“QOZ”) program.

Most notably, the OBBBA eliminates the program’s original sunset date of December 31, 2026, and extends the QOZ program indefinitely.

This legislative change could potentially impact our real estate investment strategy, particularly for our funds with existing or future exposure to QOZ-designed assets.

We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets.

However, the full scope and operational impact of these changes remain subject to further guidance.

Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes.

We will continue to monitor developments and adjust its strategies as appropriate to align with the evolving QOZ landscape.

Key Financial Measures and Indicators

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Total Revenue

We generate the majority of our revenue in the form of asset management revenues and performance allocations.

We generate the majority of our revenue in the form of asset management fee revenues and performance allocations.

Included within our consolidated results, are the related revenues of certain consolidated VIEs.

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Included within our consolidated results, are the related expenses of consolidated VIEs.

Other Income (Expenses)

Other income (expenses) include interest expense and interest income.

Other (Expense) Income

Other (expense) income include interest expense, interest income, and change in fair value of digital assets.

Results of Operations

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Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds.

Periods presented may not be comparable due to the consolidation or deconsolidation certain funds.

In particular, the Company deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries, Elliot, DT Mesa, and Caliber Fixed Income Fund III, during the year ended

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December 31, 2024.

Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds.

In particular, we deconsolidated DoubleTree by Hilton Tucson Convention Center during the year ended December 31, 2024, and we deconsolidated Caliber Hospitality, LP, CHT and their consolidated subsidiaries, Elliot, DT Mesa, and CFIF III, during the year ended December 31, 2025.

The following table and discussion provide insight into our consolidated results of operations for the years ended December 31, 2025 and 2024 (in thousands):

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Total expenses 27,671 64,432 (36,761) (57.1) %

Consolidated funds - gain on sale of real estate investments — 4,976 (4,976) (100.0) %

Other (loss) income, net (3,093) 374 (3,467) (927.0) %

Other expense, net (3,304) (3,093) (211) 6.8 %

Change in fair value of digital assets (5,793) — (5,793) N/A

Interest income 356 360 (4) (1.1) %

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Net loss before income taxes (23,027) (21,470) (1,557) 7.3 %

Benefit from income taxes — — — 0.0 %

Provision for income taxes — — — N/A

Net loss (23,027) (21,470) (1,557) 7.3 %

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For the years ended December 31, 2025 and 2024, total revenues were $20.1 million and $51.1 million, respectively, representing a period-over-period decrease of 60.7%.

This decrease was primarily due to a decrease in consolidated fund revenues as a result of the deconsolidation of Caliber Hospitality, LP and Caliber Hospitality Trust in March 2024.

This decrease was primarily due to a decrease in consolidated fund revenues as a result of the deconsolidation of CHT and Caliber Hospitality, LP and its consolidated subsidiaries, Elliot, DT Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the year ended December 31, 2025.

See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds.

As a result, Platform segment revenues are different than those presented on a consolidated basis in accordance with U.S.

As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S.

GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.

For the years ended December 31, 2025 and 2024, total expenses were $27.7 million and $64.4 million, respectively, representing a period-over-period decrease of 57.1%.

The decrease was primarily due to a decrease in consolidated fund expenses which was primarily due to the deconsolidation of Caliber Hospitality, LP and Caliber Hospitality Trust in March 2024.

For the year ended December 31, 2023, consolidated funds – gain on sale of real estate investments includes the $5.0 million gain recognized on the sale of Northsight Crossing, a commercial property with a cost basis of $21.7 million.

There were no real estate sales during the year ended December 31, 2024.

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The decrease was primarily due to a decrease in consolidated fund expenses as a result of the deconsolidation of CHT and Caliber Hospitality, LP and its consolidated subsidiaries, Elliot, DT Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the year ended December 31, 2025.

For the year ended December 31, 2025, change in fair value of digital assets was $(5.8) million.

During the year ended December 31, 2025, we had investments in digital assets resulting in an unrealized loss.

There was no comparable activity during the same period in 2024.

Comparison of the Platform (Unconsolidated) Results of Operations for the Years Ended December 31, 2025 and 2024

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Total expenses 21,737 33,070 (11,333) (34.3) %

Other income (loss), net (2,654) 649 $ (3,303) (508.9) %

Other loss, net (2,533) (2,654) 121 (4.6) %

Change in fair value of digital assets (5,793) — (5,793) N/A

Interest income 357 559 (202) (36.1) %

Interest expense (6,712) (5,424) (1,288) 23.7 %

Net (loss) income before income taxes (19,647) (11,785) (7,862) 66.7 %

Provision for income taxes — — — 0.0 %

Net (loss) income $ (19,647) $ (11,785) $ (7,862) 66.7 %

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.

Net loss before income taxes (21,230) (19,647) (1,583) 8.1 %

Provision for income taxes — — — N/A

Net loss $ (21,230) $ (19,647) $ (1,583) 8.1 %

For the years ended December 31, 2025 and 2024, total revenues were $15.2 million and $20.9 million, respectively, representing a period-over-period decrease of 27.5%.

The table below (in thousands) compares the 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 year ended December 31, 2025, to the revenues earned for the same period in 2024.

Years Ended December 31,

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Total Platform revenue $ 15,188 $ 20,942 $ (5,754) (27.5) %

The increase in fund management fees is primarily due to an increase in capital raise fees and increase of managed capital and fees earned from the Caliber Hospitality Trust related to the acquisition of one hotel property.

Fund management fees were based

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on 1.0% and 1.5% of the unreturned capital contributions in each fund and a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value.

The decrease in performance allocations is due to the carried interest earned related to the contribution of the hospitality assets to Caliber Hospitality, LP in March 2023.

For the years ended December 31, 2024 and 2023, total expenses were $33.1 million and $30.2 million, respectively, representing a period-over-period increase of 9.4%.

The increase was primarily due to an increase in bad debt expense, partiallky offset by a decrease in operating costs related to payroll and payroll related expenses.

Other loss, net was $2.7 million for the year ended December 31, 2024, as compared to $0.6 million for the year ended December 31, 2023.

The decrease is primarily due to an increase in rental and reimbursement revenue from space leased at the Company’s corporate headquarters offset by a one-time impairment charge related to certain investments.

For the years ended December 31, 2024 and 2023, interest expense was $5.4 million and $4.7 million, respectively.

The increase was primarily due to an increase in short-term operating loans outstanding during the year ended December 31, 2024, as compared to the same period in 2023.

The decrease in fund management fees is primarily due to a decrease in organizational and offering fees as there were no new funds created during the year ended December 31, 2025, as compared to the three funds created during the same period in 2024.

Fund management fees are based on a combination of 1.0% to 1.5% of the unreturned capital contributions in each fund and 0.7% of CHT’s enterprise value.

The decrease in development and construction fees is primarily due to a decrease in development activities, specifically, a decrease in pre-construction milestones reached in the period.

During the year ended December 31, 2025, we completed 11 milestones as compared to 30 milestones during the same period in 2024.

For the years ended December 31, 2025 and 2024, total expenses were $21.7 million and $33.1 million, respectively, representing a period-over-period decrease of 34.3%.

The decrease was primarily due to a decrease in operating costs related to payroll and payroll related expenses from our cost reduction efforts and a decrease in bad debt expense.

For the year ended December 31, 2025, change in fair value of digital assets was $5.8 million.

During the year ended December 31, 2025, our DAT strategy investment in LINK tokens generated a loss due to a decline in the spot price of our token which was part of a broader market correction in digital tokens and assets.

There was no comparable activity during the same period in 2024.

Balance Sheets - Platform (Unconsolidated)

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GAAP, because certain accounts (including notes receivable, due from/to related parties, and investments in unconsolidated entities) are eliminated in consolidation when they are due from/to consolidated funds.

Furthermore, we are required to add to this balance sheet, assets and

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liabilities and equity of the consolidated funds which are items that are not available to a shareholder of CWD.

Furthermore, we are required to add to this balance sheet, assets and liabilities and equity of the consolidated funds which are items that are not available to a shareholder of CWD.

See the Non-GAAP Measures section below for reconciliations of the unconsolidated results to the most comparable U.S.

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Real estate investments, net 21,945 21,782

21,782 21,571

Digital assets 6,850 —

Notes receivable - related parties 7,348 230

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Total assets $ 69,987 $ 57,077

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Notes payable, net $ 46,347 $ 50,450

Accounts payable and accrued expenses 7,325 9,580

Redeemable preferred stock 5,101 —

Due to related parties 186 313

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Total liabilities 63,941 65,521

Stockholders’ (Deficit) Equity

Preferred stock - Series A — —

Preferred stock - Series B — —

Common stock 7 1

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Accumulated deficit (71,224) (49,997)

Total stockholders’ (deficit) equity (8,444) 6,656

Total liabilities and stockholders’ (deficit) equity $ 57,077 $ 74,711

(1) Included in this balance is the Company’s corporate headquarters office building which had a $22.6 million fair value as of the year ended December 31, 2024.

Total stockholders’ equity (deficit) 6,046 (8,444)

Total liabilities and stockholders’ equity (deficit) $ 69,987 $ 57,077

Investment Valuations

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Once the repositioning is complete, we focus on increasing the asset’s net operating income, thereby further increasing the value of the asset.

By making these below-

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market acquisitions, adding value through development activities, and increasing free cash flow with proper management all represent a material component to our core business model.

A unique feature of Caliber’s funds is the discretion given to Caliber’s management team to decide when to sell assets and when to hold them.

We believe this discretion allows Caliber to avoid selling properties that, while their business plan may have matured, the market will not pay an attractive price in the current environment.

By making these below-market acquisitions, adding value through development activities, and increasing free cash flow with proper management all represent a material component to our core business model.

A unique feature of our funds is the discretion given to our management team to decide when to sell assets and when to hold them.

We believe this discretion allows us to avoid selling properties that, while their business plan may have matured, the market will not pay an attractive price in the current environment.

Avoiding selling at a time of disruption, such as all of 2020, is critical to preserving the value of our assets, our carried interest, our ongoing revenues, and our clients’ capital.

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AUM refers to the assets we manage or sponsor.

We monitor two types of information with regard to our AUM:

We monitor two types of information regarding our AUM:

Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds.

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We use this information to monitor, among other things, the amount of ‘preferred return’ that would be paid at the time of a distribution and the potential to earn a performance fee over and above the preferred return at the time of the distribution.

Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for Caliber management to further calculate and predict future earnings.

Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for our management to further calculate and predict future earnings.

Fair Value (“FV”) AUM – we define this is as the aggregate fair value of the real estate assets we manage and from which we derive management fees, performance revenues and other fees and expense reimbursements.

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Balances as of December 31, 2025

___________________________________________

(1) Other represents the inclusion of an investment of one of our funds upon the completion of an equity swap during the year ended December 31, 2023.

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The following table summarizes managed capital for our investment fund portfolios as of December 31, 2025 and 2024 (in thousands):

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___________________________________________

(1) 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.

(2) Beginning during the year ended December 31, 2023, the Company includes capital raised from investors in CaliberCos Inc.

through corporate note issuances that was further invested in our funds in Managed Capital.

As of December 31, 2024 and 2023, the Company had invested $20.4 million and $18.3 million, respectively, in our funds.

(3) Credit managed capital represents loans made to Caliber’s investment funds by the Company and our diversified credit fund.

As of December 31, 2024 and 2023, the Company had loaned $0.4 million and $8.5 million to our funds.

(1) We earn a fund management fee of 0.7% of the CHT enterprise value and are reimbursed for certain costs incurred on behalf of CHT.

(2) Beginning the year ended December 31, 2023, we include capital raised from investors in CaliberCos Inc.

through corporate note issuances that were further invested in our funds in Managed Capital.

As of December 31, 2025 and 2024, we invested $11.6 million and $20.4 million, respectively, in our funds.

(3) Credit managed capital represents loans made to our investment funds by us and our diversified credit fund.

As of December 31, 2025 and 2024, we had loaned $8.5 million and $0.4 million to our funds.

(4) Other managed capital represents undeployed capital held in our diversified funds.

Managed capital for our hospitality funds increased by $5.6 million during the year ended December 31, 2024, due to a $5.7 million related party note receivable bearing 12.0 % interest, issued to Caliber Hospitality Trust.

Managed capital for the Caliber Hospitality trust increased by $26.7 million during the year ended December 31, 2024, primarily due to the issuance of $9.6 million of Caliber Hospitality, LP operating partnership units in exchange for the contribution of a hotel from L.T.D.

on March 7, 2024 and $17.1 million of investments in Caliber Hospitality Trusts’ non-voting preferred stock.

Managed capital for our residential investment funds increased by $22.5 million during the year ended December 31, 2024:

representing (i) $9.6 million in capital raised into our residential assets offset by $8.3 million of capital returns, and (ii) $21.2 million contributed by our diversified funds.

Managed capital for our hospitality funds and CHT was effectively flat during the year ended December 31, 2025.

Managed capital for our residential investment funds increased by $7.3 million during the year ended December 31, 2025, representing:

(i) $6.7 million in capital raised into our residential assets and (ii) $1.4 million contributed by our diversified funds offset by $0.8 million in redemptions.

Managed capital for our commercial investment funds increased by $9.7 million during the year ended December 31, 2025, representing:

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As of December 31, 2025, other managed capital decreased $1.8 million, due to a decrease in funds not yet deployed and pursuit costs.

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Our fair value AUM decreased primarily due to asset sales, partially offset by asset purchases.

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Assets acquired (1)

CHT contribution 29,900

Construction and net market appreciation 40,675

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Balances as of December 31, 2024

CHT contribution 29,900

Assets acquired (1)

Construction and net market appreciation 40,675

Construction and net market depreciation (4,359)

Assets sold or disposed (2)

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(1) Assets acquired during the year ended December 31, 2024 include West Ridge, a 133 acre mixed-use land development in Colorado and Canyon, an office building conversion to multi-family residential.

Assets acquired during the year ended December 31, 2023 include one development asset in Colorado, our headquarters office building, and two multi-family residential assets in Arizona.

(1) Assets acquired during the year ended December 31, 2025 include one self-storage property in Colorado and one land parcel intended for hotel development in Texas.

Assets acquired during the year ended December 31, 2024 include a 133-acre mixed-use land development property in Colorado and an office building conversion to multi-family residential.

(2) Assets sold during the year ended December 31, 2025 include three hospitality assets and various lot sales related to development assets.

Assets sold during the year ended December 31, 2024 include a commercial asset, lot sales related to two development assets in Colorado, and one home from our residential fund.

Assets sold during the year ended December 31, 2023 include lot sales related to a development asset in Colorado, one development asset in Colorado, nine homes from our residential fund, and one commercial asset in Arizona.

(3) Credit FV AUM represents loans made to Caliber’s investment funds by our diversified credit fund.

(3) Credit FV AUM represents loans made to our investment funds by our diversified credit fund.

(4) Other FV AUM represents undeployed capital held in our diversified funds.

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Assets Under Development

We have several 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.

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 we could earn up to $104.2 million in performance allocations.

If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimate costs to complete the development and construction of such projects by us or a third party, is $1.9 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.

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.

Non-GAAP Measures

We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes.

We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provides investors a view of the performance attributable to CaliberCos Inc .

We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provide investors with a view of the performance attributable to us .

When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their most directly comparable financial measure calculated and presented in accordance with U.S.

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Asset Management Platform or Platform

Platform refers to the performance of the Caliber asset management platform segment, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds.

Platform refers to the performance of our asset management platform segment, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds.

These activities include asset management, transaction services, and performance allocations.

Management believes that this is an important view of the Company because it communicates performance of the Company that would be most useful for understanding the value of CWD.

Management believes that this is an important view of us because it communicates performance of us that would be most useful for understanding the value of CWD.

Fee-Related Earnings and Related Components

Fee-Related Earnings is a supplemental non-GAAP performance measure used to assess our ability to generate profits from fee-based revenues, focusing on whether our core revenue streams are sufficient to cover our core operating expenses.

Fee-Related Earnings represents the Company’s net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and gain (loss) on extinguishment of debt, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed.

Fee-Related Earnings is presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest.

Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to CaliberCos Inc.

Fee-Related Earnings represents our net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and change in fair value of digital assets, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed.

Fee-Related Earnings are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest.

Eliminating the impact of consolidated funds and noncontrolling interest provides investors with a view of the performance attributable to CaliberCos Inc.

and is consistent with performance models and analysis used by management.

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P latform Earnings

Platform Earnings represents the performance of the Caliber asset management platform segment, which generates revenues and expenses from managing our investment portfolio, excluding any consolidated assets or funds.

Platform Earnings represents the performance of our asset management platform segment, which generates revenues and expenses from managing our investment portfolio, excluding any consolidated assets or funds.

We evaluate recurring earnings capacity through fee-related earnings, defined as fund management fees, financing fees, development and construction fees, organizational and offering fees, and brokerage fees, less direct operating expenses.

We believe this measure provides investors with insight into the recurring operating profile of our asset management platform independent of performance allocation timing.

Platform Earnings per Share

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Platform Adjusted EBITDA

Platform Adjusted EBITDA represents the Company’s Distributable Earnings adjusted for interest expense, the share repurchase costs related to the Company’s Buyback Program, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations), and eliminates noncontrolling interest.

Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.

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Platform Adjusted EBITDA represents our Distributable Earnings adjusted for interest expense, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates

noncontrolling interest.

Eliminating the impact of consolidated funds and noncontrolling interest provides investors with a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.

Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA represents the Company’s and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.

Consolidated Adjusted EBITDA represents our and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.

Platform Basic and Diluted Earnings Per Share (“EPS”)

Platform Basic and Diluted EPS represents earnings per share generated by the Platform, without reflecting the impact of consolidation.

The following table presents a reconciliation of net loss attributable to CaliberCos Inc.

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Performance allocations (27) (358)

Other income, net (1,211) (374)

Notes receivable impairment 4,304 —

Other (income) expenses, net (360) (1,211)

Investments impairment 2,808 4,304

Change in fair value of digital assets 5,793 —

Bad debt expense 85 4,079

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Interest expense 6,712 5,424

Share buy-back — 183

Other income, net 1,211 374

Other expenses (income), net 360 1,211

Provision for income taxes — —

Loss on CRAF Investment — 1,339

Consolidated funds' impact on Caliber adjusted EBITDA 772 548

Platform Adjusted EBITDA Loss (2,710) (1,251)

Platform adjusted EBITDA (2,428) (2,710)

Consolidated funds' EBITDA adjustments 1,633 9,694

Consolidated adjusted EBITDA $ (795) $ 6,984

The following tables present a reconciliation of Platform revenues, expenses and net income to the most comparable GAAP measure for the years ended December 31, 2024 and 2023 (in thousands):

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All share and per share amounts in the Platform and Consolidated, basic and diluted earnings per share calculations below have been affected for the Reverse Stock Split, retroactively, for all periods presented.

The following tables present a reconciliation of Platform revenues, expenses and net income to the most comparable U.S.

GAAP measure for the years ended December 31, 2025 and 2024 (in thousands):

Year Ended December 31, 2025

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Total expenses 21,737 5,934 27,671

Other income (loss), net (2,654) (439) (3,093)

Other expense, net (2,533) (771) (3,304)

Change in fair value of digital assets (5,793) — (5,793)

Interest income 357 (1) 356

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$ (21,230) $ (568) $ (21,798)

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Year Ended December 31, 2024

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Total expenses 33,070 31,362 64,432

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

Other income, net 649 (275) 374

Other expense, net (2,654) (439) (3,093)

Interest income 559 (199) 360

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Liquidity and Capital Resources

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, 2025, we had a portfolio of corporate notes, whose composition and characteristics are similar to those reported in prior periods.

At December 31, 2025, the portfolio consisted of 178 unsecured notes with an aggregate principal balance of $29.6 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.

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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.

As of March 25, 2026, an aggregate of $24.5 million of the corporate and convertible notes have matured or will mature within the 12-month period subsequent to when these financial statements were issued.

The notes generally have 12-month or 36-month terms, with the 12-month note holders having the option to extend for an additional 12-month term.

Because we incurred recurring 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 we do 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 our ability to continue as a going concern.

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

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

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 us adversely in the normal course of business, as the terms lack provisions for rights or claims against our assets, nor is there a scenario where a default could force liquidation of us.

Management believes that even in the event of default of one or many of these notes, we 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, we intend to execute the following strategies:

Raise $20 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2025.

From program inception through March 25, 2026, we have raised $6.4 million of Series AA preferred stock.

Refinance existing 12-month term notes into its new 36-month term corporate note program.

From the program inception through March 25, 2026, we have successfully refinanced $6.4 million of 12-month term corporate notes into its new 36-month term corporate note program.

Convert corporate notes into shares of CWD common stock.

In October 2025, we launched a note conversion program (the “Program”) whereby holders (the “Note Holders”) of outstanding promissory notes (the “Notes”) may convert and cancel all or part of the Note Holders’ Notes in exchange for shares of Class A common stock, par value $0.001 (the “Conversion Agreement”) at a per share conversion price equaling the lower of (i) the average closing price of CWD’s Class A common stock over the five trading days prior to the execution of the respective Conversion Agreement, or the (ii) closing bid price of CWD’s Class A common stock the business day preceding the execution of the respective Conversion Agreement (the “Conversion Prices”).

From program inception through March 25, 2026, we have successfully converted $1.9 million of corporate notes into 564,731 shares of common stock.

The Conversion Prices ranged from $3.14 to $3.72 per share.

Raise equity capital in support of its Chainlink (“LINK”) strategy through its approved ELOC and ATM facilities, with a portion of the proceeds allocated to general corporate purposes.

From program inception through March 25, 2026, the Company generated $37.7 million million in net cash from equity issuances across all sources.

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.

Consistent with reported actions taken in prior reporting periods, management plans to continue to i) reduce operating costs, ii) collect all or part of its $10.7 million in receivables, iii) collect all or part of its $11.6 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.

During the year ended December 31, 2025, as part of the execution of our aforementioned plans, we raised $33.8 million in new equity in support of our LINK strategy, investing $12.6 million in LINK and maintaining $2.5 million in unrestricted cash on hand.

We collected $2.1 million in notes receivable, $12.5 million in accounts receivable, and $2.0 million in redemptions of investments from its managed funds.

In addition, we have implemented broad-based cost reductions, most notably being further workforce reductions, which are expected to result in annualized cost savings of $3.9 million in compensation and employee benefit expenses.

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

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

Each of our funds and the related assets that are acquired or own equity interest in those funds are established as separate legal entities with limited liability.

Therefore, the cash flows generated by these entities, whether through operations or financing, are unavailable for general corporate purposes, except as payment to us for services performed by us.

Corporate Debt

As of December 31, 2024, we have issued and outstanding unsecured promissory notes of $32.8 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 11.30%, and maturity dates ranging from April 2023 to December 2027.

As of December 31, 2025, we have issued and outstanding unsecured promissory notes of $29.6 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 11.14%, and maturity dates ranging from January 2024 to March 2028.

The purpose of this financing program is to provide us with flexible, short-term capital to be used to grow its assets under management and assist funds in a fast-moving acquisition or investment, as well as general corporate purposes.

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Management actively manages each relationship to determine if the respective customer would like to redeem upon maturity or extend for an additional period of time.

Management has historically been successful at extending these note programs and, as a result, continues to expect similar outcomes.

This outstanding debt resulted in $4.0 million of interest expense for each of the years ended December 31, 2024 and 2023.

This outstanding debt resulted in $3.6 million and $4.0 million of interest expense for the years ended December 31, 2025 and 2024, respectively.

Cash Flows Analysis

The section below discusses in more detail the Company’s primary sources and uses of cash and primary drivers of cash flows within the Company’s consolidated statements of cash flows (in thousands).

The section below discusses in more detail our primary sources and uses of cash and primary drivers of cash flow within our consolidated statements of cash flows (in thousands).

Years Ended December 31,

2025 2024 $ Change

Net cash provided by (used in):

Net cash (used in) provided by:

Operating activities $ (12,065) $ 555 $ (12,620)

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Net change in cash and cash equivalents $ 1,119 $ (12,743) $ 13,862

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The assets of our consolidated funds, on a gross basis, can be substantially larger than the assets of our core business and, accordingly, could have a substantial effect on the accompanying statements of cash flows.

The table below summarizes our consolidated statements of cash flow by activity attributable to the Company and to our consolidated funds (in thousands).

The table below summarizes our consolidated statements of cash flow by activity attributable to us and to our consolidated funds (in thousands).

Years Ended December 31,

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Net cash used in the Company's operating activities $ (12,757) $ (4,626) $ (8,131)

Net cash provided by (used in) the consolidated funds' operating activities 5,181 (11,567) 16,748

Net cash provided by (used in) the Company's operating activities 555 (18,720) 19,275

Net cash provided by (used in) the Company's investing activities 4,911 (3,487) 8,398

Net cash provided by the consolidated funds' operating activities 692 5,181 (4,489)

Net cash (used in) provided by the Company's operating activities (12,065) 555 (12,620)

Net cash (used in) provided by the Company's investing activities (20,147) 4,911 (25,058)

Net cash used in the consolidated funds' investing activities (3,574) (24,540) 20,966

Net cash used in the Company's investing activities (23,721) (19,629) (4,092)

Net cash (used in) provided by the Company's financing activities (1,217) 24,706 (25,923)

Net cash provided by (used in) the Company's financing activities 33,295 (1,217) 34,512

Net cash provided by the consolidated funds' financing activities 3,610 7,548 (3,938)

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Our net cash flows from operating activities are generally comprised of asset management revenues and performance allocations, less cash used for operating expenses, including interest paid on our debt obligations.

Net cash flows used in operating activities of the Company during the year ended December 31, 2024 remained relatively consistent as compared to the same period in 2023.

The increase in net cash flows provided by operating activities of the consolidated funds during the year ended December 31, 2024, as compared to the net cash flows used in operating activities during the same period in 2023, was primarily due to decreased interest payments related to the consolidated funds notes payable.

The increase in net cash flows used in operating activities of the Company during the year ended December 31, 2025, as compared to the same period in 2024, primarily relates to a decrease in asset management revenues, development and construction fees and fund management fees specifically, and an increase in related party receivables.

The decrease in net cash flows provided by operating activities of the consolidated funds during the year ended December 31, 2025, as compared to same period in 2024, was primarily related to the deconsolidation of VIEs.

Investing Activities

The increase in net cash flows provided by investing activities of the Company for the year ended December 31, 2024, as compared to net cash flows used in investing activities of the Company the same period in 2023, primarily relates to payments received on related party notes receivable and a decrease in the acquisition of real estate assets.

The increase in net cash flows used in investing activities of the consolidated funds is primarily due to a decrease sales proceeds from the sale of real estate assets and the net impact of the consolidation and deconsolidation of VIEs, offset by an increase in the payments received on related party notes receivable, a decrease in investments in real estate assets and a decrease in the acquisition of real estate assets.

Net cash flows used in investing activities of the Company increased during the year ended December 31, 2025, as compared to net cash flows provided by investing activities of the Company the same period in 2024.

This increase primarily relates to the investment in digital assets during the year ended December 31, 2025, with no comparable investments during the same period in 2024, and a decrease in net proceeds from notes receivable - related parties.

The decrease in net cash flows used in investing activities of the consolidated funds is primarily due to the deconsolidation of VIEs and a decrease in the net funding of notes receivable - related parties.

Financing Activities

The increase in net cash flows used in financing activities of the Company for the year ended December 31, 2024, as compared to the net cash flows provided by in the same period in 2023, was primarily due to a decrease of $26.0 million of net proceeds on notes payable.

The increase in net cash flows provided by financing activities of the consolidated funds is primarily due to a decrease in redemptions and distributions to noncontrolling interest holders of $13.2 million, offset by a decrease in contributions to noncontrolling interest holders of $9.5 million.

Net cash flows provided by financing activities of the Company increased during the year ended December 31, 2025, as compared to the net cash flows used in in the same period in 2024.

The increase was primarily due to an increase in net proceeds from the issuance of preferred stock, common stock, and redeemable preferred stock.

The decrease in net cash flows provided by

financing activities of the consolidated funds is primarily due to a decrease in contributions from noncontrolling interest holders of $16.4 million, offset by an increase of $5.7 million of net proceeds on notes payable and a decrease in distributions to noncontrolling interest holders of $5.2 million.

Critical Accounting Policies and Estimates

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Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.

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Accounting Policies and Estimates of the Company

We believe the following critical accounting policies affect the Company’s more significant estimates and judgements used in the preparation of our consolidated financial statements.

We believe the following critical accounting policies affect our more significant estimates and judgments used in the preparation of our consolidated financial statements.

Revenue Recognition

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

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

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

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

when to recognize revenue based on appropriate measurement of our progress under the contract;

and whether constraints on variable consideration should be applied due to uncertain future events.

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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:

Our 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 us.

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

The following describes revenue recognition for the fees we earn from providing services under our 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.

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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.

These customer contracts require us to provide management services, representing a performance obligation that we satisfy 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 behalf of CHT.

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.

Financing fees are earned for services we perform 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.

In addition, we earn fees for guaranteeing certain loans, representing a performance obligation that we satisfy over time.

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

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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

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performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities.

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.

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

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes .

Digital Assets

We account for our digital assets in accordance with ASU 2023-08, Accounting for and Disclosure of Crypto Assets.

ASU 2023-08 requires in-scope crypto assets (including our LINK holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto being recognized in net income (loss) each reporting period.

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

We adopted this guidance effective September 9, 2025, upon the completion of our initial purchase of LINK as part of the inauguration of our digital asset treasury strategy.

We initially record our LINK purchases at cost, with any subsequent changes in fair value recognized as incurred in the accompanying consolidated statements of operations.

The fair value of our LINK is adjusted and disclosed within the accompanying consolidated balance sheets at the end of each reporting period.

We determine the fair value of our LINK holdings in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that we have determined is our principal market for LINK (Level 1 inputs).

In the event of a sale, we will calculate the gain (loss) to be recognized as the difference between the sales price, net of transaction costs, and the carrying value of the LINK sold immediately prior to sale.

We use the first-in, first-out cost basis method when calculating the gain (loss) on sale.

We account 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.

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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.

Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

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.

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Accounting Policies and Estimates of Consolidated Funds

We believe the following critical accounting policies affect the consolidated funds’ more significant estimates and judgements used in the preparation of our consolidated financial statements.

We believe the following critical accounting policies affect the consolidated funds’ more significant estimates and judgments used in the preparation of our consolidated financial statements.

Consolidated Fund Revenues

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(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.

The consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income.

Consolidated funds – hospitality revenue

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Revenues are recorded net of sales tax.

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

The 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

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guest checks out of the hotel.

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.

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The consolidated funds receive deposits for events and rooms.

Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets.

Such deposits are deferred and are 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.

Consolidated funds – other revenue

Consolidated funds – other revenue primarily consists of 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.

Consolidated funds - other revenue primarily consists of rental revenue of $0.6 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively.

Rental revenue includes the revenues generated primarily by the rental operations of the residential and commercial properties of our consolidated funds.

In addition, consolidated funds – other revenue includes interest income, which is generated by a consolidated funds lending activity.

There was no interest income for the year ended December 31, 2025.

For the year ended December 31, 2024, there was $5.9 million of interest income.

Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement.

In addition, 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.

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.

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, the consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by the 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.

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 fair value of the consolidated funds 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.

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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 7. Management’s Discussion and Analysis