What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-31 · 682 added, 1266 removed, 1094 unchanged (64% of the section changed)

7 unchanged sentences

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

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Changes in Internal Control Over Financial Reporting

4 unchanged sentences

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance

Information Concerning the Board of Directors

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

Name Age Title

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

Jennifer Schrader 43 President and Vice-Chairperson

Gerber 67 Director

Michael Trzupek 54 Director

Hansen 55 Director

Lawrence Taylor 60 Director

Listed below are our directors’ biographies.

“Chris” Loeffler, II.

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

As Chief Executive Officer, Mr.

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

As a co-founder Mr.

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

Prior to forming Caliber, Mr.

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

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

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

In addition, Mr.

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

We believe that Mr.

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

Jennifer Schrader.

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

Since co-founding Caliber in 2009, Ms.

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

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

Prior to forming Caliber, Ms.

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

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

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

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

We believe that Ms.

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

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

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

Gerber has acted as a consultant since October 2015.

From October 2006 to October 2015 Mr.

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

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

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

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

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

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

Prior to joining Acceptance, Mr.

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

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

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

Since January 2017, he has served

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

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

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

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

Gerber holds a B.B.A.

in Accounting from the University of Michigan.

Gerber holds a CPA license in the state of Michigan.

We believe that Mr.

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

Michael Trzupek.

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

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

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

From September 2020 to April 2022, Mr.

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

From February 2019 to June 2020, Mr.

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

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

Prior to joining Premera Blue Cross, Mr.

Trzupek served as Group Vice President for Providence St.

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

Prior to Providence St.

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

Trzupek began his financial career at Intel.

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

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

We believe that Mr.

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

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

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

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

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

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

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

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

Prior to joining The Summit Group, Mr.

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

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

in Economics.

We believe that Mr.

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

Lawrence Taylor .

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

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

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

Previously, Mr.

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

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

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

Board Leadership Structure and Risk Oversight

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

Currently, we operate with Mr.

Loeffler serving as our Chairman and our Chief Executive Officer.

We currently believe that Mr.

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

Loeffler brings to the Company.

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

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

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

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

Board Independence

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

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

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

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

Gerber, Michael Trzupek, Daniel P.

Hansen, and Lawrence Taylor qualifies as an independent director.

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

Director Compensation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Committees and Membership

We maintain the following committees of the Board of Directors:

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

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

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

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

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

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

Audit Committee

Our Audit Committee consists of William J.

Gerber, Daniel P.

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

Our Board of Directors has determined that each William J.

Gerber, Daniel P.

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

The chair of our Audit Committee is Mr.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• reviewing quarterly earnings releases.

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

Compensation Committee

Our Compensation Committee consists of William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek.

The chair of our Compensation Committee is Mr.

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

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

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

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

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

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

• overseeing and administering our compensation and similar plans;

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

• retaining and approving the compensation of any compensation advisors;

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

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

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

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

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

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

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of William J.

Gerber, Daniel P.

Hansen, and Michael Trzupek.

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

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

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

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

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

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

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

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

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

• overseeing the evaluation of our board of directors.

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

The Director Nomination Process

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

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

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

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

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

have proven achievements and competence in their fields;

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

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

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

Directors are selected on the basis of qualifications and experience.

Other factors in the selection process may include expertise;

business experience;

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

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

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

our Amended and Restated Bylaws;

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

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

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Stockholder Communications

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

Mountain View Rd.

150, Scottsdale, Arizona 85258, Attention:

Corporate Secretary.

Your letter should include the following information:

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

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

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

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

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

Code of Conduct and Code of Ethics

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

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

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

Upon written request to our Corporate Secretary, CaliberCos Inc.

Mountain View Rd.

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

Short Sale and Hedging and Pledging Policies

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

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

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

Loeffler II, who filed two late Form 4s.

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

Information Concerning Executive Officers

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

Name Age Title

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

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

Jade Leung 51 Chief Financial Officer

Roy Bade 62 Chief Development Officer

Ignacio Martinez 57 Chief Operating Officer

Information about John C.

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

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

As Chief Financial Officer, Mr.

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

Before being named Chief Financial Officer, Mr.

Leung served as Caliber’s Vice

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

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

Prior to joining Caliber, Mr.

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

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

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

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

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

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

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

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

For nearly 30 years prior to joining Caliber, Mr.

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

During this time, Mr.

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

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

Ignacio Martinez.

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

Prior to serving as Chief Operating Officer, Mr.

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

Prior to joining Caliber, Mr.

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

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

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

Material Proceedings

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

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

Family Relationships

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

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

Executive Compensation

Compensation of Named Executive Officers

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

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

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

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Name and Principal

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

Stock Awards (2) ($)

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

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

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

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

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

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

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

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

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

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

Chief Operating Officer

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

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

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

Loeffler’s and Ms.

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

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

Employment Agreements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Termination by the Company for Cause.

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

• Termination by the Company Without Cause.

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

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

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• Voluntary Resignation by Executive for Good Reason.

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

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

• Resignation.

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

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

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

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

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

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

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

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

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

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

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

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

Total Compensation Potential ($)

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

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

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

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

Ignacio Martinez (3)

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

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

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

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

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

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

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

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

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

• The Company's strategic and human resources objectives;

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

• Corporate and individual performance on key initiatives;

• Corporate performance compared to our competitors;

• Economic conditions;

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

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

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

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

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

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

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Potential Payments Upon Termination or Change-In-Control

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

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

Outstanding Equity Awards at Fiscal Year End Table

Option Awards Stock Awards

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

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

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

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

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

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

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

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

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

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

Recovery of Erroneously Awarded Compensation

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

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

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

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

Equity Incentive Plans

2017 Incentive Stock Plan

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

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

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

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

No new awards may be made under the 2017 Plan.

2024 Incentive Stock Plan

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

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

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

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

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

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

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

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

• each named executive officer;

• each of our directors;

• our directors and executive officers as a group;

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

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

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

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

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

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

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

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

Shares Beneficially Owned (1)

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

Shares % Shares %

Named Executive Officers and Directors

Jennifer Schrader (4)

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

Loeffler, II (5)

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

952,334 5.5 % — — % 1.0 %

Jade Leung (7)

843,763 4.8 % — — % *

William Gerber (8)

190,982 1.1 % — — % *

Michael Trzupek (9)

189,036 1.1 % — — % *

272,125 1.6 % — — % *

Lawrence Taylor (13)

171,101 * — — % *

Ignacio Martinez (11)

253,460 1.5 % — — % *

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

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

5% Beneficial Owners:

Schrader (14)

3,390,736 19.4 % — — % 3.7 %

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*Indicates ownership of less than 1%

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

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

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

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

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

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

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

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

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

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

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

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

See also footnote 13.

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

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

Loeffler is trustee.

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

Bade is the sole manager.

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

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

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

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

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

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

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

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

Schrader’s Form 3 filed May 15, 2023.

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

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

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

Certain Relationships and Related Transactions, and Director Independence

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

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

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

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

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

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

GAAP) and noncontrolling interests.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Years Ended December 31,

Fund set-up fees $ 1,494 $ 370

Fund management fees 7,725 5,115

Financing fees 396 221

Development and construction fees 6,420 4,025

Brokerage fees 844 840

Total asset management 16,879 10,571

Performance allocations 358 3,639

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

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

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

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

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

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

Notes Receivable

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The Company entered into unsecured promissory notes with related parties.

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

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

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

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

Maturity Date (1)

Caliber Hospitality LP $ — $ — 12.00% September 2025

Olathe — 25 12.00% May 2025

DFW Behavioral Health LLC 22 25 14.00% May 2025

Blue Spruce Ridge 13 — 12.00% December 2026

West Ridge 70 — 12.00% December 2026

Total Notes Receivable - Related Parties $ 105 $ 50

__________________________________

(1) As of December 31, 2024.

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

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

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

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

Notes Receivable – Related parties of consolidated funds

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

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

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

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

Maturity Date (1)

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

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

Circle Lofts — 1,797 12.00% May 2026

Elliot 10 (ESP) — — 13.00% September 2025

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

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

— 109 12.00% September 2025

Ridge II — 846 12.00% December 2024

Ironwood — 2,703 13.00% September 2025

47th Fund — — 12.00% May 2025

Southridge — 2,187 13.00% July 2025

Caliber Hospitality LP — — 12.00% June 2025

Caliber Hospitality LP 5,650 — 12.00% September 2026

Blue Spruce — — 13.00% January 2026

West Ridge (3)

— — 12.00% March 2026

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

__________________________________

(1) As of December 31, 2024.

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

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

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

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

Notes Payable – Related parties of consolidated funds

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

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

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

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

Maturity Date (1)

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

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

Elliot, LLC — —

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

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

__________________________________

(1) As of December 31, 2024.

During the years ended December 31, 2024 and 2023, the consolidated funds incurred $0.3 million and $1.2 million, respectively, of interest expense in connection with the notes payable – related parties.

No interest was payable as of December 31, 2024.

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

Management expects to extend these notes at maturity.

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

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

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

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

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

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Buyback Program

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

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

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

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

Principal Accounting Fees and Services

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

All fees described below were approved by the Audit Committee:

For the fiscal years ended December 31,

Audit Fees (1)

$ 1,166,000 $ 875,000

Audit Related Fees (2)

53,500 290,000

All Other Fees 1,895 —

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

__________________________________

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

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

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

Exhibits, Financial Statement Schedules

10 unchanged sentences

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

Description of Securities

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed on April 23, 2025 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.'s Form 8-K filed with the SEC on April 25, 2025)

Certificate of Adoption of Bylaw Amendment (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.'s Form 8-K filed with the SEC on June 20, 2025)

Certificate of Designation, Preferences and Rights relating to the Series B Convertible Preferred Stock, dated September 11, 2025 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.'s Form 8-K filed with the SEC on September 17, 2025)

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on February 5, 2026)

Description of Securities (incorporated by reference to Exhibit 4.1 of CaliberCos Inc.'s Form 10-K filed with the SEC on March 31, 2025)

Form of Class A common stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on October 28, 2022 (File No.

5 unchanged sentences

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

Form of Warrant (incorporated by reference to Exhibit 4.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on April 14, 2025)

Form of Note (incorporated by reference to Exhibit 4.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on April 14, 2025)

Representative’s Warrants (incorporated by reference to Exhibit 4.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on April 17, 2025)

Rights Agreement, dated April 17, 2025, between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on April 17, 2025)

CaliberCos Inc.

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

Table of Con tents

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

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

Code of Ethics

Insider Trading Policy

Consent of Deloitte & Touche LLP

First Amendment to Equity Purchase Agreement, dated March 20, 2025 between the Company and the Investor (incorporated by reference to Exhibit 10.23 of CaliberCos Inc.’s Form S-1 filed with the SEC on April 14, 2025)

Employment Agreement between CaliberCos Inc.

and Gregory Randolph James (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K/A filed with the SEC on July 15, 2025)

Advisory Agreement (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on September 10, 2025)

Securities Purchase Agreement, dated September 11, 2025 (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on September 17, 2025)

Form of Conversion Agreement (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on November 3, 2025)

Amendment of CaliberCos Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on February 5, 2026)

Code of Ethics (incorporated by reference to Exhibit 14.1 of CaliberCos Inc.'s Form 10-K filed with the SEC on March 31, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of CaliberCos Inc.'s Form 10-K filed with the SEC on March 31, 2025)

Consent of Urish Popeck & Co., LLC

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

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

Table of Con tents

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

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

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 of CaliberCos Inc.'s Form 10-K filed with the SEC on March 31, 2025)

101.INS* Inline XBRL Instance

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Not Applicable.

Table of Con tents

Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on March 25, 2026 .

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

Report of Independent Registered Public Accounting Firm PCAOB ID 1013

Shareholders and Board of Directors

CaliberCos, Inc and Subsidiaries

Scottsdale, Arizona

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CaliberCos, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023 , the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024 , and the related notes (collectively referred to as the "financial statements").

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

Going Concern

and Subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years ended December 31, 2025 and 2024 , in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

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

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

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

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

As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses, and negative cash flows from operations.

The Company is dependent on its ability to increase revenues and obtain financing to continue operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding those matters are also described in Note 1.

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

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, any audits of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Tempe, Arizona

March 31, 2025

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Crypto Assets Held on the Balance Sheet

Critical Audit Matter Description

As described in Notes 1, 2 and 4 to the consolidated financial statements, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy.

Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies.

The Company accounts and presents its digital assets in accordance with Accounting Standards Update 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method.

At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the consolidated statements of operations.

The principal considerations for our determination of the valuation of crypto assets that are held on the balance sheet is a critical audit matter includes the complexity of the digital ecosystem, digital assets exhibit extreme price volatility, fragmented pricing across exchanges, and an absence of centralized valuation sources.

Auditors must determine whether management’s valuation approach is reasonable, which often involves challenging and subjective judgment.

How the Critical Matter Was Addressed in the Audit

The primary audit procedures to address this critical audit matter included:

• Obtained an understanding over the Company’s process and controls for evaluating the estimate in the fair valuation of crypto assets and related fair market valuation gains or losses.

• Utilizing an independent third-party pricing service to reprice the crypto assets held at December 31, 2025 and selected transactions for the year then ended.

• Confirmed the crypto assets held at December 31, 2025 with the Company’s third-party custodian noting the custodian is a reputable digital asset platform.

• Obtained an inspected third-party custodian SOC 1, Type 2 certification.

/s/ Urish Popeck & Co., LLC

We have served as the Company's auditor since 2024

Pittsburgh, Pennsylvania

March 25, 2026

CALIBERCOS INC.

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Real estate investments, net 21,689 21,572

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

Digital assets 6,850 —

Notes receivable - related parties, allowance of $ 909 and $ 0 , respectively

Due from related parties, allowance of $ 4,071 and $ 3,985 , respectively

Investments in unconsolidated entities 11,624 15,643

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Assets of consolidated funds

Cash 549 2,865

Restricted cash 524 —

Real estate investments, net 10,807 45,090

Accounts receivable, net 163 1,978

Notes receivable - related parties 6,848 34,620

Due from related parties 320 12

Intangible assets, net 46,330 —

Notes receivable - related parties, no allowance

Due from related parties, allowance of zero and $ 28 , respectively

Operating lease - right of use assets 10,757 —

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LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable $ 50,450 $ 53,799

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

Accounts payable and accrued expenses 7,325 9,532

Series AA cumulative redeemable preferred stock, net of issuance costs, $ 25.00 per share stated value, 800,000 shares authorized, 221,434 and zero shares issued and outstanding as of December 31, 2025 and 2024, respectively

Due to related parties 186 313

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Total liabilities 109,165 94,282

Commitments and Contingencies (Note 12)

CALIBERCOS INC.

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December 31, 2025 December 31, 2024

Commitments and Contingencies (Note 12)

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

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

22,500,000 authorized and 5,875 and 5,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Series B convertible preferred stock, $ 0.001 par value;

50,000 authorized and 15,868 and zero shares issued and outstanding as of December 31, 2025 and 2024, respectively

Class A common stock, $ 0.001 par value;

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

100,000,000 shares authorized, 6,534,319 and 759,370 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Class B common stock, $ 0.001 par value;

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

15,000,000 shares authorized, 370,822 shares issued and outstanding as December 31, 2025 and 2024

Paid-in capital 79,731 44,017

Accumulated deficit ( 78,405 ) ( 56,607 )

Stockholders’ (deficit) equity attributable to CaliberCos Inc.

Stockholders’ equity (deficit) attributable to CaliberCos Inc.

1,333 ( 12,589 )

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Total expenses 27,671 64,432

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

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

Other expense, net ( 3,304 ) ( 3,093 )

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

Interest income 356 360

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Net loss before income taxes ( 23,027 ) ( 21,470 )

Benefit from income taxes — —

Provision for income taxes — —

Net loss ( 23,027 ) ( 21,470 )

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$ ( 21,798 ) $ ( 19,777 )

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

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

Basic and diluted net loss per share attributable to common stockholders $ ( 7.70 ) $ ( 17.90 )

Weighted average common shares outstanding:

Basic 21,986 20,087

Diluted 21,986 20,087

Basic and diluted 2,830 1,100

The accompanying notes are an integral part of these consolidated financial statements.

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(AMOUNTS IN THOUSANDS)

Preferred Stock Common Stock Paid in Capital Treasury Stock Accumulated Deficit Noncontrolling Interests Total

Preferred Stock Common Stock Paid in Capital Accumulated Deficit Noncontrolling Interests Total

Stockholders’

Class A Class B

Shares Par Value Shares Par Value Shares Par Value

Series A Series B Class A Class B

Shares Par Value Shares Par Value Shares Par Value Shares Par Value

Balances as of December 31, 2023

— $ — — $ — 694 $ 1 371 $ — $ 39,452 $ ( 36,830 ) $ 63,395 $ 66,018

Issuance of preferred stock 5 — — — — — — — 2,000 — — 2,000

Issuance of common stock, net of issuance costs — — — — 10 — — — 188 — — 188

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

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

Equity based compensation expense — — — — 55 — — — 2,377 — — 2,377

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

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

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

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

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

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

Balances as of December 31, 2024

5 — — — 759 1 371 — 44,017 ( 56,607 ) 23,842 11,253

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

Issuance of preferred stock, net of issuance costs 1 — 16 — — — — — 15,662 — — 15,662

Issuance of common stock, net of issuance costs — — — — 5,604 6 — — 18,108 — — 18,114

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Contributions from noncontrolling interest holders — — — — — — — — — — 211 211

Redemptions of noncontrolling interest holders — — — — — — — — — ( 2,051 ) ( 2,051 )

Distributions to noncontrolling interest holders — — — — — — — — — — ( 910 ) ( 910 )

Consolidation of VIE — — — — — — — — — — 23,333 23,333

Deconsolidation of VIEs — — — — — — — — — — ( 20,349 ) ( 20,349 )

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Non-cash lease expense and gain on lease extinguishment 21 21

Non-cash performance allocations — ( 2,382 )

Non-cash interest income — ( 184 )

Non-cash interest expense 100 —

Equity-based compensation 1,944 2,378

Change in fair value of digital assets 5,793 —

Loss on disposal of furniture, fixtures and equipment — 46

Loss on extinguishment of debt 339 12

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

Loss on investments in unconsolidated entities 3,420 4,772

Loss on notes receivable - related parties 955 —

Impairment — ( 10 )

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

Amortization of deferred financing costs 73 34

Amortization (accretion) of above-market/below market leases and straight-line rent, net ( 199 ) 404

Amortization of deferred financing costs and notes payable discount 635 73

Bad debt expense 86 3,995

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Non-cash lease expense — ( 9 )

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

Non-cash interest expense 283 —

Loss on the disposition of real estate 6 294

Loss on extinguishment of debt 110 —

(Gain) loss on derivative instruments ( 311 ) 515

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

Gain on derivative instruments — ( 311 )

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

Amortization of advanced key money — ( 12 )

Amortization of above-market/below market leases and straight-line rent, net ( 164 ) ( 409 )

Accretion of above-market/below market leases and straight-line rent, net — ( 164 )

Amortization of deferred financing costs 44 353

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Changes in operating assets and liabilities of consolidated funds:

Accounts receivable, net ( 1,256 ) ( 375 )

Accounts receivable 2 ( 1,256 )

Due from related parties ( 350 ) ( 412 )

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Lease liabilities and other liabilities ( 160 ) ( 86 )

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

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

CALIBERCOS INC.

5 unchanged sentences

Investments in real estate assets $ ( 1,030 ) $ ( 882 )

Acquisition of real estate assets — ( 3,015 )

Proceeds from the sale of real estate assets — 10

Purchases of digital assets ( 12,643 ) —

Investments in unconsolidated entities ( 290 ) ( 1,260 )

Return of capital from unconsolidated entities 2,014 —

Funding of notes receivable - related parties ( 10,224 ) ( 1,105 )

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Investments in real estate assets ( 105 ) ( 2,857 )

Acquisition of real estate assets — ( 6,643 )

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

Funding of notes receivable - related parties ( 1 ) ( 21,161 )

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Repayments of notes payable ( 8,325 ) ( 6,553 )

Proceeds from notes payable - related parties — 4,000

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

Payment of loan extinguishment fees — ( 9 )

Proceeds from the issuance of preferred stock 1,974 —

Proceeds from the issuance of preferred stock, net of issuance costs 15,451 1,974

Proceeds from the issuance of common stock, net of issuance costs 15,615 6

Payments of treasury stock - buyback obligation — ( 183 )

Proceeds from the issuance of redeemable preferred stock, net of issuance costs 4,943 —

Cash Flows From Financing Activities of consolidated funds

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Note 1 – Organization and Liquidity

CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company”) is an alternative asset manager of private syndication and direct investment real estate funds and provider of a full suite of traditional real estate services.

CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, the “Company”, “we”, “our”) is an alternative asset manager of private syndication and direct investment real estate funds complemented with being a provider of a full suite of traditional real estate services, and a holder of Digital Asset Treasury (“DAT”) strategy in Chainlink (“LINK”).

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

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

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

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

As of December 31, 2025, the Company had operations in Arizona with a focus on hospitality, multifamily, and multi-tenant industrial real estate.

In general, the Company’s Platform is comprised of investments in digital assets through its corporate treasury and in a family of private equity real estate (“PERE”) funds which are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests.

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

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

Reverse Stock Split:

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

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

All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Securities Purchase Agreement

On March 20, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Mast Hill Fund, L.P.

(the “Investor”) as the purchaser, pursuant to which the Company issued the Investor a senior secured promissory note in the aggregate principal amount of up to $ 1.7 million (as the principal amount thereof may be increased pursuant to the terms thereof), a common stock purchase warrant for the purchase of 10,000 shares of Class A Common Stock, with an initial exercise price of $ 15.00 per share, and 10,000 shares of Common Stock (the “Commitment Shares”).

Pursuant to the Purchase Agreement, the Company entered into a registration rights agreement (the “RRA”) with the Investor to provide certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws.

The Company agreed to file with the Securities and Exchange Commission (“SEC”) an initial Registration Statement covering the maximum number of Registrable Securities (as defined in the RRA) within ten (10) business days from the date that the Company filed its Form 10-K with the SEC for the period ended December 31, 2024.

Equity Line of Credit

Concurrent with the execution of the Purchase Agreement with the Investor above, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) with the Investor pursuant to which the Company may sell and issue to the Investor, and the Investor may purchase from the Company, up to $ 25.0 million of Common Stock (the “Put Shares”).

Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a put notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $ 5,000 and (ii) in a maximum amount up to the lesser of (a) $ 500,000 or (b) 40 % of the Average Daily Trading Value (as defined in the Equity Purchase Agreement).

In connection with the Equity Purchase Agreement, the Company issued the Investor a five-year common

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock purchase warrant for the purchase of 10,000 shares of the Common Stock at an initial exercise price of $ 30 per share (the “ELOC Warrant”).

The Company shall not affect any sales of the Put Shares under the Equity Purchase Agreement and the Investor shall not have the obligation to purchase Put Shares under the Equity Purchase Agreement to the extent that such issuance would exceed the Exchange Cap (as defined below).

Shareholder approval is required to effectuate the transactions contemplated by the Equity Purchase Agreement, including but not limited to the issuance of Common Stock and the ELOC Warrant in excess of 78,441 shares of Common Stock (the “Exchange Cap”).

During the year ended December 31, 2025, the Company issued put notices requiring the Investor to purchase a total of 3,006,134 shares of common stock for net proceeds of $ 6.4 million.

No put notices pursuant to the Equity Purchase agreement were issued prior to July 16, 2025.

ATM Equity Distribution Agreement

On August 22, 2025, the Company entered into an at-the-market (“ATM”) equity distribution agreement providing for the sale of up to $ 10.3 million of our Class A common stock.

During the year ended December 31, 2025, we have issued 1,671,568 shares under the ATM program for net proceeds of $ 8.4 million.

Liquidity and Going Concern

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

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) 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, 2025, the Company 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.

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 either a 12 -month or 36 -month term, with the 12-month note holders having the option to extend for an additional 12 -month term.

Because the Company 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 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 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.

To satisfy the maturity of these corporate notes, the Company intends to continue to implement 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, the Company has raised $ 6.4 million of Series AA preferred stock.

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

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

Convert corporate notes into shares of Caliber common stock.

In October 2025, the Company launched its note conversion program (the “Program”) whereby holders (the “Note Holders”) of outstanding promissory notes (the “Notes”) will 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

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

closing price of the Company’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 the Company’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 Class A 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.

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 accounts 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 net in new equity in support of the Company’s LINK strategy, investing $ 12.6 million in LINK and maintaining $ 2.5 million in unrestricted cash on hand.

The Company 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, the Company has 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 the Company’s control and therefore cannot be deemed probable.

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Basis of Presentation and Consolidation

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S.

The accompanying consolidated financial statements include our accounts, our consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model.

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S.

The accompanying consolidated financial statements include the Company’s accounts, its consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model.

The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying consolidated balance sheets, statements of operations, and statements of changes in stockholders’ equity.

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

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

The Company has a controlling financial interest in a

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

Use of Accounting Estimates

The preparation of our consolidated financial statements in conformity with U.S.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances.

Actual results could differ significantly from those estimates.

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Cash includes cash in bank accounts.

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Restricted Cash

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

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

Digital Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires in-scope crypto assets (including the Company's 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 assets recognized in net income each reporting period.

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

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

The Company initially records its LINK purchases at cost, with any subsequent changes in fair value recognized as incurred in the Company's consolidated statements of operations.

The fair value of the Company’s LINK is adjusted and disclosed within the Company's consolidated balance sheets at the end of each reporting period.

The Company determines the fair value of its LINK holdings in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for LINK (Level 1 inputs).

A deferred tax asset or liability is recorded for subsequent changes in fair value of the Company’s digital assets, representing the temporary difference between the carrying amount and tax basis of the assets.

Consistent with the Company’s digital asset treasury strategy, its intent is to make consistent purchases of LINK over time, establishing a material position in LINK holdings within its treasury.

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

The Company uses the first-in, first-out cost basis method when calculating the gain or loss on sale.

Investments in Unconsolidated Entities

If an entity is not a VIE, our determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control.

For our managing member interests in limited liability companies, we are presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control.

If an entity is not a VIE, the Company’s determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control.

For the Company’s managing member interests in limited liability companies, the Company is presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control.

These substantive rights allow the limited partners to remove the general partner with or without cause or to participate in significant decisions made in the ordinary course of the entity’s business.

We account for our non-controlling investments in these entities under the equity method.

Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control, or entities which are VIE in which we are not the primary beneficiary are accounted for under the equity method.

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

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

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

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

If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment.

Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc.

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

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

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

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

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

See Note 3 – VIEs .

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

As the manager of the venture, we are entitled to 15.0 % – 35.0 % of the residual cash flow produced by the venture after the payment of any priority returns.

Under the equity method, impairment losses are recognized upon evidence of other-than-temporary losses of value.

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

The Company accounts for our non-controlling investments in these entities under the equity method.

The Company’s investments in unconsolidated subsidiaries in which we can exercise significant influence over operating and financial policies, but do not control, or entities which are VIEs in which we are not the primary beneficiary are accounted for under the

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equity method.

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

The Company evaluates its investments in unconsolidated entities for impairment when events and circumstances indicate that the fair value of the entities might be less than the carrying value.

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

Different judgments or conclusions as to the level of the Company’s control or influence, could result in a different accounting treatment, such as consolidation.

While consolidating an investment generally would have no impact on the Company’s net income or stockholders’ deficit, consolidation does impact the individual income statement and balance sheet line items on the Company’s consolidated financial statements, by effectively “grossing up” the Company’s consolidated statements of operations and balance sheets.

As of December 31, 2025 and 2024, the carrying amount of the Company’s investments in unconsolidated entities was $ 11.6 million, and $ 15.6 million, respectively, net of $ 6.9 million and $ 4.0 million, respectively, of impairments primarily related to the winding down of Caliber Fixed Income Fund III (“CFIF III”) in 2024.

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

As the manager of the venture, the Company is entitled to 15.0 % – 35.0 % of the residual cash flow produced by the venture after the payment of any priority returns.

Under the equity method, impairment losses are recognized upon evidence of other-than-temporary losses of value.

For the year ended December 31, 2025, the Company had impairment losses of $ 3.5 million related to its investments in unconsolidated entities.

There were no impairment losses during the year ended December 31, 2024.

Depreciation and Amortization Expense

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

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

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

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

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

For the years ended December 31, 2025 and 2024, the Company had no impairment losses related to its real estate and other long-lived assets.

Concentration of Credit Risk

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

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

The Company mitigates the associated risk by:

• diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties;

• diversifying our investments in real estate across hospitality, multi-family, and multi-tenant industrial asset types;

• diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located;

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• diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization;

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Noncontrolling Interests in Consolidated Real Estate Partnerships

We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying consolidated statements of changes in stockholders’ equity.

The Company reports the unaffiliated partners’ interests in the net assets of the Company’s consolidated real estate partnerships as noncontrolling interests within the accompanying consolidated statements of changes in stockholders’ equity.

Noncontrolling interests consist of equity interests held by limited partners in consolidated real estate partnerships.

We attribute to noncontrolling interests their share of income or loss of the consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts.

The Company attributes to noncontrolling interests their share of income or loss of the consolidated partnerships based on the Company’s proportionate interest in the results of operations of the partnerships, including the Company’s share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts.

The terms of the partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate assets.

As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests.

As the general partner in these partnerships, the Company ordinarily controls the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests.

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

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Revenue Recognition

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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.

Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees.

Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets the Company manages, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees.

The recognition and measurement of revenue is based on the assessment of individual contract terms.

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

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

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;

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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.

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 the Company’s 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:

The following describes the Company’s revenue recognition policy related to the fees the Company earns from providing services under its 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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These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time.

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

With respect to the Caliber Hospitality Trust, the Company earns a fund management fee of 0.7 % of the Caliber

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

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

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

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

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

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

The Company 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;

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The Company did not have any sales-type or direct financing leases as of December 31, 2025 and 2024.

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

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

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

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i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements.

The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components.

The Company’s leases also contain provisions for tenants to reimburse the Company for maintenance and other property operating expenses, which are non-lease components.

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The Company elected the practical expedient to combine lease and non-lease components, and the non-lease components will be included with the single property lease component as the predominant component.

To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease.

A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

A lease conveys the right to control the use of an identified asset for a period in exchange for consideration.

Lease classification tests and measurement procedures are performed at the lease commencement date.

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

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Accounts Receivable

Accounts receivable primarily consists of reimbursable expenses from third-party development projects.

Accounts receivable primarily consist of reimbursable expenses from third-party development projects.

The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers.

In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts.

If the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts.

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

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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.

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.

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A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more likely than not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward.

We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position.

The Company recognizes the impact of an income tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

Any related interest and penalties would be classified as income taxes in the accompanying consolidated statements of operations.

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Share-Based Compensation

In July 2017, the Company’s Board of Directors approved the 2017 Incentive Stock Plan (the “2017 Plan”), which was amended and restated in December 2021 to authorize the issuance of up to 10.0 million shares of common stock.

In July 2024, the Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”) which was amended and restated in January 2026 to (i) increase the number of shares available for grant of awards by 1,000,000 shares and (ii) to incorporate provisions for annual increases under the 2024 Plan on the first day of each calendar year, beginning on January 1, 2027 and ending on January 1, 2034, equal to 15 % of the total shares of our Class A common stock outstanding on the last day of the immediately preceding calendar year.

The Company estimates the fair value of stock options using the Black-Scholes valuation model, which requires certain assumptions that can materially impact the estimation of fair value and related compensation expense.

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

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

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

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

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In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business.

Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired.

Most of our consolidated fund acquisitions meet the single or similar asset threshold, because substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired.

Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs.

Our consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values.

Our consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition.

Our consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition.

The consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values.

The consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition.

The consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition.

If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred.

There were no asset acquisitions or dispositions by the Company or the consolidated funds during the years ended December 31, 2025 and 2024.

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Intangible assets, net

The consolidated funds intangible assets consist of lease rights to 100 acres of land located within the Salt River Pima Maricopa Indian Community, comprising seven parcels.

The lease rights were acquired in October 2022 for $ 48.7 million and are being amortized on a straight-line basis over the remaining lease term at acquisition of 66 years.

As of December 31, 2025, the carrying value of the lease rights was $ 46.3 million, net of accumulated amortization, and is included in intangible assets, net, on the consolidated balance sheet.

Cost Capitalization and Depreciation

Our consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities.

The consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities.

Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital addition activities at the asset level.

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This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress.

Our consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy.

The consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy.

Cost of ordinary repairs, maintenance and resident turnover are charged to operating expense, as incurred.

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

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

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

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

For the years ended December 31, 2025 and 2024, depreciation expense of the consolidated funds was $ 1.6 million and $ 5.6 million, respectively.

Impairment of Long-Lived Assets

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

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

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

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

For the years ended December 31, 2025 and 2024, the consolidated funds did not record an impairment loss related to real estate and other long-lived assets.

Cash includes cash in bank accounts.

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

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Deferred Financing Costs

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Consolidated Fund Revenues

In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize.

In accordance with ASC 606, the consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize.

This framework requires an entity to:

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 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.

The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services daily, as the rooms are occupied, and the services have been rendered.

For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale.

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

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated funds – other revenue

Consolidated funds – other revenue includes 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 (multi-family and single-family) and commercial properties of our consolidated funds.

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

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

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

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

When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease.

When a lease does not effectively transfer control of the underlying asset to the lessee, but the consolidated funds obtain a guarantee for the value of the asset from a third-party, the consolidated funds classify the lease as a direct financing lease.

All other leases are classified as operating leases.

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

The Company identified two separate lease components as follows:

The consolidated funds identified two separate lease components as follows:

i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements.

The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components.

The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.

In addition, consolidated funds - other revenue includes interest income of $ 5.9 million and $ 3.7 million for the years ended December 31, 2024 and 2023, respectively, which is generated by a consolidated fund’s lending activity.

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

Consolidated Fund Expenses

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

Accounts Receivable

Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties.

Accounts receivable also include due, but unpaid, rental payments.

Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts.

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

Our consolidated funds had no allowance for doubtful accounts as of December 31, 2024 and 2023.

Derivative Instruments

The consolidated funds record all derivative instruments on the consolidated balance sheets at fair value.

The accounting for changes in the fair value of the derivative and the effect on the financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged.

If the consolidated fund elects not to apply hedge accounting treatment, any changes in the fair value of the derivative instruments is recognized immediately in consolidated funds - hospitality expenses in the consolidated statements of operations.

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

The consolidated funds leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are non-lease components.

The consolidated funds elected the practical expedient to combine lease and non-lease components, and the non-lease components will be included with the single property lease component as the predominant component.

In addition, consolidated funds - other revenue includes interest income, 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ 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.

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, the consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by our consolidated funds, 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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Recent Accounting Pronouncements

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively, “Topic 326”), effective January 1, 2023.

Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis.

The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S.

Loans and receivables between entities under common control are not within the scope of this guidance.

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

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

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

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

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

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

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

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

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

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

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

The Company adopted this guidance effective December 31, 2024.

The adoption of this standard did not have a material effect on the Company’s balance sheets, statements of operations, or statements of cash flows, but resulted in additional disclosures in the notes to the financial statements, most notably payroll and payroll related costs as a significant segment expense.

See Note 18 – Segments for detail.

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

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

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

ASU 2023-09, which enhances the transparency and decision usefulness of income tax disclosures.

Adjustments to the annual disclosure of income taxes include:

(1) A tabular rate reconciliation comprised of eight specific categories, (2) Incomes taxes

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adoption permitted.

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

paid, disaggregated between significant national, state, and foreign jurisdictions, (3) Eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national and foreign, and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign.

The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024.

The amendments in ASU 2023-09 were adopted by the Company on a retrospective basis.

There was no material impact to the Company's consolidated financial statements as a result of adopting ASU 2023-09.

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

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

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

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and related disclosures.

In March 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326):

Clarifications to Expected Credit Losses Guidance .

The amendments in ASU 2025-05 are intended to reduce the operational burden associated with applying the current expected credit losses (“CECL”) model to portfolios with large volumes of short-term receivables.

The update confirms that entities may apply simple, well-designed loss-rate approaches when estimating expected credit losses and clarifies the interaction between the guidance in Topic 326 and contract assets recognized under Topic 606, Revenue from Contracts with Customers.

The amendments are intended to improve consistency and comparability in the application of the CECL model in practice.

The amendments in ASU 2025-05 are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-05 and does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The amendments in ASU 2025-11 are intended to enhance the clarity and usability of the interim reporting guidance in Topic 270.

Among other changes, the update defines when the guidance in Topic 270 applies, clarifies what constitutes interim financial statements and accompanying notes prepared in accordance with generally accepted accounting principles (“GAAP”), and organizes existing interim disclosure requirements from across the Codification into Topic 270.

The amendments also introduce a disclosure principle requiring entities to disclose events occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The amendments in ASU 2025-11 are effective for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its consolidated financial statements and related disclosures.

Note 3 – VIEs

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

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

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

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

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

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

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

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

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

In conjunction with the L.T.D.

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

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

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

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

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

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

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

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

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

The consolidation of the Caliber Hospitality

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

During the year ended December 31, 2025, the Company deconsolidated DoubleTree by Hilton Tucson Convention Center (“TCC”), a VIE which refinanced a loan secured by a hotel property it owns.

With the refinancing of this loan, the Company no longer guarantees the debt, and it is therefore not obligated to absorb the respective VIE’s income or loss and is no longer

CALIBERCOS INC.

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

Assets Year Ended December 31, 2023

Real estate investments, net $ 87,897

determined to be the primary beneficiary.

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

In addition, during the year ended December 31, 2025, the Company consolidated Riverwalk 1 HoldCo, LLC, Riverwalk 2 HoldCo, LLC, Riverwalk 3 HoldCo, LLC, Riverwalk 4 HoldCo, LLC, Riverwalk 5 HoldCo, LLC, Riverwalk 6 HoldCo, LLC, and Riverwalk 7 HoldCo, LLC (“Riverwalk”) because the Company was determined to be the primary beneficiary as it had the power to direct the activities and the obligations to absorb their losses through its guarantee of the indebtedness secured by Riverwalk’s assets.

The consolidation of Riverwalk consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):

As of December 31, 2025

Restricted cash 315

Accounts receivable, net 4,348

Notes receivable - related parties 10,411

Real estate investments, net 607

Intangible assets, net 46,330

Due from related parties 1,993

Investments in unconsolidated entities 84,076

Operating lease - right of use assets 10,757

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Notes payable, net $ 22,003

Notes payable - related parties 34,786

Accounts payable and accrued expenses 1,083

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Total liabilities and stockholders’ equity $ 60,547

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

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

Hospitality Group LLC (“L.T.D.”) contributed one hotel from its portfolio to Caliber Hospitality, LP in exchange for $ 4.9 million in cash, net of closing costs, and $ 9.6 million in operating partnership units.

In conjunction with the L.T.D.

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

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

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

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

Additionally, during year ended December 31, 2024, the Company deconsolidated Elliot, DT Mesa, and CFIF III.

The Company’s investment in these assets, as well as the assets of Caliber Hospitality, LP, are no longer eliminated and are included in investments in unconsolidated entities on the accompanying consolidated balance sheets dated December 31, 2025 and 2024.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 – Real Estate Investments

Real Estate Investments of the Company

Asset Acquisitions

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

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

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

Year Ended December 31, 2023

Real estate investments, at cost

Land and land improvements $ 9,131

Building and building improvements 9,332

Furniture, fixtures and equipment 959

Intangible lease assets 398

Intangible lease liabilities ( 348 )

Total purchase price of assets acquired $ 19,472

Real Estate Investments of the Consolidated Funds

Asset Acquisitions by Consolidated Funds

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

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

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

Year Ended December 31, 2023

Real estate investments, at cost

Land and land improvements $ 599

Building and building improvements 3,938

Furniture, fixtures and equipment 2,106

Total purchase price of assets acquired $ 6,643

Dispositions by Consolidated Funds

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

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

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 – Digital Assets

The Company accounts for its digital assets, which are comprised solely of LINK, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other and ASU 2023-08.

The Company’s digital assets are initially recorded at cost and then subsequently measured at fair value as of the end of each reporting period.

Changes in fair value are recognized as incurred in the Company's consolidated statements of operations, as “Change in fair value of digital assets”, included below operating expenses.

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

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

The Company recognized an unrealized loss of $ 5.8 million or 45.8 %, for the year ended December 31, 2025, and the fair value per LINK was $ 12.18 per token at December 31, 2025.

The following table summarizes the Company’s unrealized losses on digital assets calculated consistently with ASU 2023-08 (in thousands).

Years Ended December 31,

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

A significant amount of the Company’s assets are concentrated in its LINK holdings.

LINK is a digital asset, which is a novel asset class subject to significant legal, commercial, regulatory and technical uncertainty.

Our LINK holdings do not currently generate any cash flow and involves custodial fees and other costs.

Additionally, the price of LINK has historically been highly volatile.

A significant decrease in the price of LINK would adversely affect the Company’s financial condition and results of operations.

Note 5 – Prepaid and Other Assets

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Deposits 46 63

Finance lease - right of use assets 26 42

Other assets 695 848

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The Company assesses collectability and expenses any amounts in which collectability is not reasonably assured.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prepaid and Other Assets of the Consolidated Funds

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Prepaid expenses $ 35 $ 114

Deferred franchise fees, net 62 278

Deposits 5 57

Accounts receivable, net 2 163

Deferred franchise fees, net — 62

Inventory — 51

Derivative assets — 1,216

Pursuit costs (1)

Intangibles, net — 184

Other assets (2)

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__________________________________

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

As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the consolidated fund.

Management assesses collectability and expenses any amounts in which collectability is not reasonably assured.

(2) Other assets as of December 31, 2023, primarily represents incremental costs, including professional, legal, consulting, accounting and tax services, directly attributable to Caliber Hospitality Trust that are deferred and will be charged against the gross proceeds of the offering.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Other assets primarily consist of accrued straight-line rental receivables related to portions of the Company’s owned headquarters leased to third-party tenants.

Note 6 – Notes Payable

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Corporate notes $ 28,698 $ 31,763 11.07 %

April 2023 - December 2027

January 2024 - March 2028

Convertible corporate notes 910 1,050 8.25 % April 2024 - May 2025

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

December 2024 - November 2029

Real estate loans 16,893 15,934 4.30 % - 10.00 %

February 2027 - November 2029

Other loans 445 2,175 7.97 % - 123.70 %

February 2026 - September 2026

Total notes payable 46,946 50,922

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Gateway II HoldCo, LLC

On January 31, 2023, Caliber assumed a loan which is secured by the Company’s headquarters office building (see Note 4 – Real Estate Investments).

In January 2023, the Company assumed a loan which is secured by the Company’s headquarters office building.

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

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The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date.

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

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

As of December 31, 2025 and 2024, the outstanding principal balance of the loan was $ 15.6 million and $ 15.9 million, respectively.

Upon assumption of the loan, the Company is required to abide by a clause in the agreement requiring the Company to transfer funds to a cash management account.

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

Corporate Notes and Convertible Corporate Notes

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

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

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

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

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

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

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

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

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

As of December 31, 2025, the Company is not aware of any non-compliance matters relating to its debt covenants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has issued corporate notes with a conversion feature.

The conversion price is $ 7.57 per share of common stock.

The holders of the convertible corporate notes can elect to convert all or any portion of the balance at any time.

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

Saddleback Ranch, LLC

In February 2025, the Company entered into a $ 1.2 million financing agreement which is secured by a deed of trust for the land owned by Saddleback Ranch, LLC.

The financing agreement has a fixed interest rate of 10.00 % through February 2026, then a fixed rate of 14.00 % until maturity in February 2027.

The financing agreement requires an interest only payment in February 2026, with all accrued interest added to the outstanding balance monthly.

Beginning in February 2026, interest only payments are due quarterly, with the final interest and principal amount due upon maturity.

The terms of the financing agreement do not allow the repayment of the outstanding balance in part prior to maturity but does allow for the entire outstanding balance to be repaid at any time before the maturity date.

As of December 31, 2025, the outstanding principal balance of the loan was $ 1.3 million.

Corporate Notes and Convertible Corporate Notes

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

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

The loans generally have a 12-month or 36-month term and may be extended upon the mutual agreement of the lender and the borrower.

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

As of December 31, 2025, there were 178 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.2 million, interest rates ranging from 8.25 % to 12.00 %, with weighted average interest rate of 11.14 %, and maturity dates ranging from January 2024 to March 2028.

At December 31, 2025, the corporate notes outstanding had an aggregate principal balance of $ 29.6 million, of which $ 24.5 million of the corporate notes have matured or will mature within the 12-month period subsequent to March 25, 2026.

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

The Company has issued corporate notes, generally convertible at $ 151.40 per common share, except for a secured promissory note issued to Mast Hill (the “Mast Hill Note”) in March 2025, which was convertible at $ 8.25 per common share, and was repaid in September 2025.

Holders may convert all or part of their note principal balance at any time.

As of December 31, 2025 and 2024, convertible corporate notes totaled $ 0.9 million and $ 1.1 million, respectively.

During the year ended December 31, 2025, $ 1.9 million of debt was converted into common stock.

The Company has a short-term operating loan agreement with an outstanding balance of $ 0.3 million at December 31, 2025.

The short-term operating loan agreement incurs an interest rate of 123.70 % and matures in February 2026.

In addition, the Company executed insurance premium financing agreements pursuant to which the Company financed certain annual insurance premiums with an aggregate outstanding balance of $ 0.2 million at December 31, 2025, primarily consisting of premiums for directors’ and officers’ insurance.

The insurance premium financing agreements have a weighted average interest rate of 9.67 % and mature from February 2026 through September 2026.

Future Minimum Payments

2 unchanged sentences

Total $ 46,946

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Financing Costs

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

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

Amortization of deferred financing costs for the Company was $ 0.3 million and $ 0.1 million during the years ended December 31, 2025 and 2024, respectively.

There were $ 0.2 million deferred financing cost write-offs during the year ended December 31, 2025.

There were no deferred financing cost write-offs during the year ended December 31, 2024.

Notes Payable of the Consolidated Funds

3 unchanged sentences

Real Estate Loans

Hampton Inn & Suites Hotel $ — (3)

$ 5,939 N/A N/A

Four Points by Sheraton Hotel (2)

11,000 N/A N/A

Holiday Inn Ocotillo Hotel — (3)

9,250 N/A N/A

Airport Hotel Portfolio — (3)

55,631 N/A N/A

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

Hilton Tucson East — (3)

11,901 N/A N/A

DT Mesa Holdco II, LLC — (3)

DoubleTree by Hilton Tucson Convention Center (2)

$ — $ 17,962 N/A N/A

Riverwalk (3)

14,750 — 7.97 % September 2027

Southpointe Fundco, LLC 1,050 1,050 11.99 % March 2026

1 unchanged sentence

Total Real Estate Loans 20,855 23,789

Revolving line of credit — (3)

4,500 N/A N/A

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

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

Member notes 12,924 5,600 10.00 % September 2024 - September 2026

Other loans — 19 N/A N/A

Total notes payable 33,779 29,408

3 unchanged sentences

(1) As of December 31, 2025.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

(2) During the year ended December 31, 2025, the Company deconsolidated TCC (as discussed in Note 3 – VIEs).

(3) Includes Riverwalk 1 HoldCo, LLC, Riverwalk 2 HoldCo, LLC, Riverwalk 3 HoldCo, LLC, Riverwalk 4 HoldCo, LLC, Riverwalk 5 HoldCo, LLC, Riverwalk 6 HoldCo, LLC, and Riverwalk 7 HoldCo, LLC.

Real Estate Loans

1 unchanged sentence

Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of December 31, 2025.

Hampton Inn & Suites Hotel

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

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

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

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

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

Four Points by Sheraton Hotel

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

The loan requires monthly interest-only payments until maturity.

The loan is guaranteed by the Company and matured in September 2023.

Per the terms of this agreement, the interest rate on the loan was equal to US Prime Rate plus 2.25 %, with a floor rate of 9.65 %, until August 31, 2023, at which time, the interest rate increased to 18 %.

During the year ended December 31, 2024, the Company deconsolidated Elliot, which included activity from the Four Points by Sheraton Hotel (as discussed in Note 3 – VIEs).

Holiday Inn Ocotillo Hotel

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

The loan requires monthly interest-only payments.

The interest rate on the loan is equal to 1-month LIBOR plus 6.00 %, with a floor rate of 11.00 % until maturity in May 2023.

In May 2023, the loan agreement was amended and restated with the lender, extending the maturity date to November 2023 and amending the interest rate to SOFR plus 600 basis points, with a floor rate of 11.00 %.

In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024.

In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024.

The loan is guaranteed by the Company.

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

Airport Hotel Portfolio

In September 2018, the previously consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

The loan had a variable interest rate equal to one-month LIBOR plus 3.75 % and the loan required interest-only payments until maturity.

The loan was guaranteed by the Company and individuals who are affiliates of the Company.

In January 2023, the consolidated fund paid the loan amount outstanding in full.

In January 2023, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio.

Per the terms of the loan agreement, the loan has a variable interest rate equal to SOFR plus 8.75 % and matures in January 2025.

In connection with the loan, the previously consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00 % through January 2024.

The loan requires interest-only payments until maturity.

The terms of the loan do not allow the prepayment of the outstanding balance in part prior to the maturity date but can be prepaid in whole subject to certain conditions, terms and fees outlined in the loan agreement.

The terms of the loan agreement require an exit fee equal to 1.25 % of the original principal amount of the loan and a minimum return equal to 30.0 % of the original principal amount of the loan less any interest payments made at the time the loan is repaid in full.

The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

over the life of the loan.

The loan is guaranteed by the Company and individuals who are affiliates of the Company.

During the year ended December 31, 2024, the Company deconsolidated the Airport Hotel Portfolio, consolidated subsidiaries of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

DoubleTree by Hilton Tucson Convention Center

In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the DoubleTree by Hilton Tucson Convention Center located in Tucson, Arizona.

In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the TCC located in Tucson, Arizona.

The loan has a variable interest rate per annum equal to LIBOR plus 2.50 %.

In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets the interest at a fixed rate of 4.22 % from September 2022 through August 2027.

In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets interest at a fixed rate of 4.22 % from September 2022 through August 2027.

The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity.

2 unchanged sentences

In May 2024, the consolidated fund terminated the interest rate swap agreement and received $ 1.6 million.

Hilton Tucson East

In November 2021, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ.

The loan has a fixed interest rate of 6.25 % and matures in November 2025.

The loan required interest-only payments until June 1, 2023 and principal and interest payments thereafter until maturity.

The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement.

During the year ended December 31, 2024, the Company deconsolidated the Hilton Tucson East, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

DT Mesa Holdco II, LLC

In November 2019, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust of a commercial building in Mesa, Arizona.

The loan requires interest-only payments until maturity and the terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

In December 2022, the terms of the loan agreement were renegotiated, extending the maturity date of the loan to November 2023 and amending the interest rate to the greater of (i) the federal home loan bank rate plus 2.75 % or (ii) 6.50 %.

In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024.

In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024 and waiving the minimum liquidity covenant default.

In May 2024, the loan agreement was amended with the lender, extending the maturity date to August 2024 and removed the minimum liquidity covenant.

During the year ended December 31, 2024, the Company deconsolidated DT Mesa (as discussed in Note 3 – VIEs) when the loan was refinanced with a new lender.

In May 2025, the consolidated fund paid the loan amount outstanding in full.

In May 2025, the consolidated fund entered into a $ 22.5 million loan agreement which is secured by a deed of trust and assignment of rents of the TCC located in Tucson, Arizona.

Per the terms of the loan agreement, the loan has a fixed interest rate of 7.43 %, matures in June 2030, and requires interest-only payments until maturity.

The terms of the loan do not allow the prepayment of the outstanding balance prior to the maturity date but can be prepaid subject to certain conditions and terms outlined in the loan agreement.

The loan is not guaranteed by the Company.

During the year ended December 31, 2025, the Company deconsolidated TCC (as discussed in Note 3 – VIEs).

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In October 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the Riverwalk properties located Scottsdale, Arizona.

Through a forbearance agreement executed in December 2025, the loan has a variable interest rate per annum equal to SOFR plus 4.25 %, with a floor rate of 6.50 %, and matures in September 2027.

The forbearance agreement requires monthly interest-only payments and principal payments at various dates throughout the forbearance agreement term.

The terms of the forbearance agreement require an exit fee, which is determined by the date the agreement is terminated.

The exit fee will be incrementally accrued based upon the termination periods and recorded as interest expense.

The loan is guaranteed by the Company.

Southpointe Fundco, LLC

3 unchanged sentences

In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99 %.

In February 2024 and August 2024, extension agreements were executed with the lender, extending the maturity date to September 2024 and then March 2025, respectively.

In February 2024, August 2024, March 2025, and September 2025, extension agreements were executed with the lender, extending the maturity date to September 2024, March 2025, September 2025, and March 2026, respectively.

The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

7 unchanged sentences

The loan is guaranteed by individuals who are affiliates of the Company.

In April 2025, the loan was converted into a term loan with the interest rate, repayment schedule and prepayment terms remaining the same.

During 2022 and 2023, Riverwalk, issued unsecured promissory notes to individual investors bearing interest at 10.0 %.

The notes have maturity dates ranging from September 2024 - September 2026 and require quarterly interest-only payments.

The notes may be prepaid, in whole or in part, at any time prior to maturity without penalty.

As of December 31, 2025, $ 4.6 million of the $ 7.3 million outstanding principal balance had matured and remained unpaid.

The Company is actively working with noteholders to satisfy these obligations, and no formal notices of default have been received.

The notes continue to accrue interest at the stated rate of 10.0 %.

Accrued interest related to these notes in aggregate totaled $ 0.7 million as of December 31, 2025.

During 2022 and 2023, Southpointe Fundco, LLC, issued unsecured promissory notes to individual investors bearing interest at 10.0 %.

The notes matured in December 2025 and required quarterly interest-only payments.

As of December 31, 2025, the outstanding principle balance of $ 5.6 million had matured and remained unpaid.

The Company is actively working with noteholders to satisfy these obligations, and no formal notices of default have been received.

The notes continue to accrue interest at the stated rate of 10 %.

Accrued interest related to these notes in aggregate totaled $ 0.5 million as of December 31, 2025.

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revolving Line of Credit and Commercial Loan

In August 2019, CFIF III entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $ 4.5 million.

The LOC was secured by CFIF III’s assets and was guaranteed by the Company.

The LOC had a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25 % per annum or (ii) 4.75 %.

The Company was required to pay a fee of 0.20 % of the unused revolving balance.

In August 2023, the agreement was amended extending the maturity date of the LOC to October 2024 and removing certain restrictive covenants.

In October 2024, the LOC was terminated, and CFIF III entered into a $ 4.5 million term loan, which is secured by CFIF III’s assets and is guaranteed by the Company, and matures in October 2029.

The term loan has a variable interest rate equal to the sum of:

(i) 3.30 % plus (ii) the greater of:

(a) 2.00 % or (b) the forward-looking term rate based on SOFR for a one-month period.

During the year ended December 31, 2024, the Company deconsolidated CFIF III when CFIF III was officially declared in wind-down.

During 2022 and 2023, the consolidated fund, Southpointe Fundco, LLC, (“Southpointe”), entered into 10.0 % unsecured promissory notes with individual investors.

The notes mature in June 2025 and may be extended up to two additional 12 -month periods by the fund manager.

The notes require quarterly interest-only payments.

The terms of the notes allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

Economic Injury Disaster Loans

In June 2020, the consolidated funds were granted Economic Injury Disaster Loans, which are secured by the assets of the respective funds and have a fixed interest rate of 3.75 % and mature in June 2050.

At December 31, 2024, there was an immaterial outstanding principal balance.

At December 31, 2023, the outstanding principal balance was $ 0.5 million.

Fixed monthly installment payments began in December 2022 with payments applied first to accrued interest and then the balance, if any, will be applied to principal outstanding.

The loans allow for prepayment of principal plus accrued interest prior to maturity.

The loan agreements contain certain usual and customary restrictions and covenants relating to, among other things, insurance, and other indebtedness.

In addition, the terms of the loans include a cross-default provision whereby the Small Business Administration may, in its discretion, without notice or demand require immediate payment of all amounts outstanding under the loans.

Future Debt Maturities

As of December 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):

As of December 31, 2025, the future aggregate principal repayments due on the consolidated funds notes payable are as follows (in thousands):

2026 $ 19,783

Thereafter 4,708

1 unchanged sentence

Deferred Financing Costs

Amortization of deferred financing costs was $ 0.4 million and $ 1.5 million during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, there were no deferred financing cost write-offs.

There was $ 0.4 million deferred financing cost write-offs during the year ended December 31, 2023.

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization of deferred financing costs was immaterial during the year ended December 31, 2025.

Amortization of deferred financing costs was and $ 0.4 million during the year ended December 31, 2024.

During the years ended December 31, 2025 and 2024, there were no deferred financing cost write-offs.

Note 7 – Related Party Transactions

10 unchanged sentences

Total related party Platform revenue $ 14,418 $ 17,237

As of December 31, 2024 and 2023, amounts due to the Company from related parties for services performed under the Platform was $ 6.2 million and $ 7.8 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

The Company had an allowance for doubtful accounts of $ 4.0 million as of December 31, 2024.

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

As of December 31, 2025 and 2024, amounts due to the Company from related parties for services performed under the Platform were $ 9.2 million and $ 6.2 million, respectively, net of allowance for doubtful accounts of $ 3.2 million and $ 3.1 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

Notes Receivable

2 unchanged sentences

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

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the notes receivable – related parties as of December 31, 2025 and 2024 (in thousands):

1 unchanged sentence

Maturity Date (1)

Caliber Hospitality LP (2)

$ — $ — 12.00 % September 2025

Olathe Behavioral Health — 25 12.00 % May 2025

DFW Behavioral Health LLC 22 25 14.00 % May 2025

Blue Spruce Ridge MezzCo, LLC 13 — 12.00 % December 2026

Olathe Behavioral Health MezzCo LLC (2)

$ — $ — 12.00 % January 2027

Encore Caliber Holdings, LLC 155 — 12.00 % March 2027

Caliber Hospitality LP 4,375 — 12.00 % April 2027

DFW Behavioral Health LLC (2)

165 22 12.00 % November 2026

Blue Spruce Ridge MezzCo, LLC (2)

— 13 12.00 % December 2026

West Ridge MezzCo, LLC 422 70 12.00 % December 2026

Ridge II MezzCo, LLC 238 — 12.00 % May 2026

Ironwood 92 Partners LLC (2)

— — 12.00 % January 2027

The Ketch LLC (2)

— — 12.00 % February 2027

SF Alaska, LP (2)

— — 12.00 % February 2027

Caliber Fixed Income Fund III, LP 532 — 12.00 % July 2026

Caliber Hospitality JV, LLC 376 — 12.00 % September 2026

Caliber Tax Advantaged Opportunity Zone Fund, LP 157 — 12.00 % September 2027

J-25 Land Holdings, LLC 672 — 12.00 % September 2026

Elliot 10 MezzCo, LLC 219 — 12.00 % July 2026

Caliber Core+ Growth & Income Fund REIT, LLC 37 — 12.00 % December 2027

Total Notes Receivable - Related Parties $ 7,348 $ 105

1 unchanged sentence

(1) As of December 31, 2025.

This note is included in the table above despite having a $ 0 balance at both of the years ended December 31, 2024 and 2023, as Caliber Hospitality LP has the ability to borrow on this note up to a maximum of $ 12.0 million up until it matures.

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

Interest that accrues on certain related party notes receivable can be added to the principal outstanding balance, due at the

(2) The Company entered into unsecured promissory notes with related parties which were repaid or impaired during the year ended December 31, 2025.

During the years ended December 31, 2025 and 2024, the Company earned $ 0.3 million and $ 0.2 million, respectively, of interest in connection with the notes, which is included in interest income on the accompanying consolidated statements of operations.

There was $ 0.2 million of interest due to the Company as of December 31, 2025.

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

The December 31, 2025 notes receivable - related parties balance above is net of a $ 1.0 million allowance for doubtful accounts.

There was no allowance at December 31, 2024.

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

As of December 31, 2025, other amounts due from related parties were $ 0.7 million, net of allowance for doubtful accounts of $ 0.8 million, and are included in due from related parties on the accompanying consolidated balance sheets.

As of December 31, 2024, other amounts due from related parties were $ 0.8 million and are included in due from related parties on the accompanying consolidated balance sheets.

As of December 31, 2025 and 2024, other amounts due to related parties from the Company were $ 0.2 million and $ 0.3 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets.

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respective loan maturity date and incurs interest at the respective interest rate.

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

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

As of December 31, 2024 and 2023, other amounts due from related parties was $ 0.8 million and $ 1.9 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

As of December 31, 2024 and 2023, other amounts due to related parties from the Company were $ 0.3 million and $ 0.3 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets.

Related Party Transactions of the Consolidated Funds

5 unchanged sentences

Maturity Date (1)

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

The Ketch, LLC — 7,198 12.00 % May 2026

Circle Lofts, LLC — 1,797 12.00 % May 2026

Elliot & 51st Street, LLC (2)

1,198 — 12.00 % April 2026

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

Caliber Diversified Opportunity Fund II, LP — 109 12.00 % September 2025

Ridge II, LLC — 846 12.00 % December 2024

Ironwood, LLC — 2,703 13.00 % September 2025

Southridge, LLC — 2,187 13.00 % July 2025

Caliber Hospitality, LP (2)

— 5,650 12.00 % September 2026

Elliot & 51st Street, LLC 936 1,198 12.00 % April 2026

Total Notes Receivable - Related Parties $ 936 $ 6,848

1 unchanged sentence

(1) As of December 31, 2025.

During the years ended December 31, 2024 and 2023, the consolidated funds earned $ 5.9 million and $ 3.7 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying consolidated statements of operations.

(2) During the year ended December 31, 2025, the Company deconsolidated TCC (as discussed in Note 3 – VIEs), who is the lender of a promissory note with Caliber Hospitality, L.P.

During the year ended December 31, 2025, the consolidated fund did not earn interest in connection with the notes.

During the year ended December 31, 2024, the consolidated funds earned $ 5.9 million of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying consolidated statements of operations.

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

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest due to the consolidated funds was $ 0.2 million and $ 0.3 million as of December 31, 2025 and 2024, respectively, which is included in prepaid and other assets on the accompanying consolidated balance sheets.

Notes Payable

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

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

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

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

Maturity Date (1)

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

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

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

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

__________________________________

(1) As of December 31, 2024.

At December 31, 2025 and 2024, the consolidated funds had a note payable outstanding of $ 2.3 million and $ 2.0 million, respectively, to CFIF III.

The note has a fixed interest rate of 13.00 % and matured in September 2025.

During the years ended December 31, 2025 and 2024, the consolidated funds incurred $ 0.3 million and $ 0.3 million, respectively, of interest expense in connection with the notes payable – related parties, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations.

No interest was payable as of December 31, 2024.

As of December 31, 2023, there was $ 0.1 million of interest expense payable which is included in due to related parties on the accompanying consolidated balance sheets.

Management expects to extend these notes at maturity.

No interest was payable as of December 31, 2025 and 2024.

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

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

As of December 31, 2024 and 2023, there was an immaterial amount of other amounts due from related parties.

As of December 31, 2024 and 2023, there was $ 0.1 million and an immaterial amount, respectively, of other amounts due to related parties.

As of December 31, 2025 and 2024, there was an immaterial amount of other amounts due from related parties, which is included in prepaid and other assets on the accompanying consolidated balance sheets.

As of December 31, 2025 and 2024, there was $ 0.9 million and $ 0.1 million, respectively, of other amounts due to related parties, which is included in due to related parties on the accompanying consolidated balance sheets.

Note 8 – Leases

Lessee - Company

As of December 31, 2024, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease.

The operating lease has a remaining lease term of 2.8 years and a 9.4 % discount rate as of December 31, 2024.

As of December 31, 2023, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease.

The operating lease has a remaining lease term of 3.8 years and a 9.4 % discount rate as of December 31, 2023.

As of December 31, 2025, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease and has a remaining lease term of 1.8 years and a 9.4 % discount rate.

As of December 31, 2024, the Company was the lessee under one corporate office lease which meets the criteria of an operating lease which had a remaining lease term of 2.8 years and a 9.4 % discount rate.

As the Company’s lease does not specifically state an implicit rate, the Company uses a discount rate indicative of synthetic credit rate based on a market-specific analysis and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments.

2 unchanged sentences

The operating lease agreement does not contain any material residual value guarantees or material restrictive covenants.

As of December 31, 2024, the Company does not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements.

Variable lease expense is primarily costs reimbursed related to common area maintenance.

Fixed and variable leasing costs incurred by the Company were $ 0.1 million and $ 0.1 million, during the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities and future maturities of operating lease liabilities are immaterial .

As of December 31, 2025, the Company does not have any material operating or financing leases with

CALIBERCOS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

related parties or that have not yet commenced, or any sale-leaseback arrangements.

Variable lease expense is primarily costs reimbursed related to common area maintenance.

Year Ended December 31,

Fixed $ 57 $ 58

Total $ 57 $ 59

During the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities and future maturities of operating lease liabilities are immaterial .

Lessee - Consolidated Funds

As of December 31, 2024, the consolidated funds are the lessee under zero ground lease arrangements that meet the criteria of an operating lease.

As of December 31, 2024, the consolidated funds do not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements.

As of December 31, 2023, the consolidated funds are the lessee under two ground lease arrangements that meet the criteria of an operating lease.

The operating leases have a weighted average remaining lease term of 55.7 years and a 9.6 % weighted average discount rate as of December 31, 2023.

As of December 31, 2025, the consolidated funds are the lessee under seven ground lease arrangements that meet the criteria of an operating lease which have a weighted average remaining lease term of 62.5 years and a weighted average discount rate of 10.9 %.

As the consolidated funds leases do not specifically state an implicit rate, the consolidated funds use discount rates indicative of synthetic credit rate based on a market-specific analysis and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments.

Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis.

The remaining lease term does not reflect all renewal options available to the consolidated funds, only those renewal options that the consolidated funds has assessed as reasonably certain of being exercised.

The remaining lease terms do not reflect all renewal options available to the consolidated funds, only those renewal options that the consolidated funds have assessed as reasonably certain of being exercised.

The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

There was no fixed lease expense for the consolidated funds for the year ended December 31, 2024.

Fixed lease expense for the consolidated funds for the year ended December 31, 2023 was $ 1.4 million.

There was $ 0.1 million variable lease expense for the years ended December 31, 2024 and 2023.

During the year ended December 31, 2024, there was no cash paid for operating lease liabilities or lease liabilities arising from lease modifications.

During the year ended December 31, 2023, there was $ 1.3 million of cash paid for amounts included in the measurement of operating lease liabilities and $ 1.5 million of lease liabilities arising from lease modifications.

As of December 31, 2024, the consolidated funds were not a lessee under any lease arrangements that meet the criteria of an operating lease and did not have any material operating or financing leases with related parties or any sale-leaseback arrangements.

During the years ended December 31, 2025 and 2024, there were no fixed or variable lease expenses for the consolidated funds.

During the years ended December 31, 2025 and 2024, there was no cash paid for operating lease liabilities or lease liabilities arising from lease modifications.

The following table summarizes the maturity of our undiscounted operating lease liabilities over the next five years and thereafter as of December 31, 2025 (in thousands):

Thereafter 67,396

Total lease payments $ 73,266

Imputed interest ( 62,509 )

Total $ 10,757

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Lessor - Company

Rental revenue of the Company includes the revenues generated by the rental operations of one commercial office property, which was acquired in January 2023.

Rental revenue of the Company includes the revenue generated by the rental operations of one commercial office property.

As of December 31, 2025, the leases have non-cancelable remaining lease terms from 0.2 years to 10.6 years.

12 unchanged sentences

Lessor - Consolidated Funds

Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of two multi-family residential properties, including Circle Lofts which was deconsolidated during the year ended December 31, 2023 and two commercial properties, including Northsight Crossing which was sold in October 2023 and DT Mesa, which was deconsolidated

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in September 2024.

As of December 31, 2024, the leases have non-cancelable remaining lease terms from 0.1 years to 1.0 years.

Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of one multi-family residential property and two commercial properties.

As of December 31, 2025, the leases have non-cancellable remaining lease terms from 0.2 years to 30.9 years.

Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease.

2 unchanged sentences

The components of rental revenue for the years ended December 31, 2025 and 2024 (in thousands) are presented in the table below.

Variable rental revenue are primarily costs reimbursed related to common area maintenance.

Variable rental revenue is primarily costs reimbursed related to common area maintenance.

Years Ended December 31,

2 unchanged sentences

Total $ 616 $ 1,428

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Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of December 31, 2025 are as follows (in thousands):

Thereafter 7,938

Total $ 12,357

Note 9 – Other Liabilities

Other Liabilities of the Company

Other liabilities consisted of the following as of December 31, 2024 and 2023 (in thousands):

Other liabilities of the Company consisted of the following as of December 31, 2025 and 2024 (in thousands):

December 31, 2025 December 31, 2024

Below market leases, net $ 20 $ 171

Tenant improvement allowance 145 103

Finance lease liability 29 44

Below market leases, net — 20

Other 391 429

Total other liabilities $ 770 $ 750

1 unchanged sentence

(1) Includes tenant security deposits.

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Other Liabilities of the Consolidated Funds

1 unchanged sentence

December 31, 2025 December 31, 2024

Advance key money, net $ — $ 825

Sales tax payable 1 97

Other 371 370

Total other liabilities $ 99 $ 639

1 unchanged sentence

(1) Includes hotel advance deposits and tenant security and pet deposits.

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Note 10 – Income Taxes

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Effective income tax rate 0.0 % 0.0 %

The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 (in thousands):

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 (in thousands):

December 31, 2025 December 31, 2024

11 unchanged sentences

Passthrough income/loss from partnerships ( 11,794 ) ( 12,196 )

Fixed assets — ( 447 )

Other 1,176 ( 323 )

16 unchanged sentences

The Company and its subsidiaries are subject to the following significant taxing jurisdictions:

U.S., Alaska, Arizona, California, Colorado, Florida, Missouri, Oregon, and Texas.

U.S., Alaska, Arizona, California, Colorado, Florida, Missouri, New York, Oregon, South Carolina and Utah.

The Company is currently not under income tax examination in any tax jurisdiction.

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Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the tax returns.

2 unchanged sentences

Any penalties and interest related to unrecognized tax benefits would be classified as income tax expense in the accompanying consolidated statements of operations.

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We apply U.S.

7 unchanged sentences

$ 5,696 $ 5,277

Non-cash bonus settlement via employee accounts receivable offset $ 33 $ —

Supplemental Disclosure of Cash Flow Information of Consolidated Funds

Cash paid for interest, net of capitalized interest of $ 2 and $ 3 for the years ended December 31, 2025 and 2024, respectively

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Years Ended December 31,

$ 1,066 $ 6,190

Supplemental Disclosures of Non-Cash Investing and Financing Activities

4 unchanged sentences

Increase in accounts receivable - related party due to deconsolidation of VIEs $ — $ 3,752

Accounts receivable - related party eliminated in consolidation of VIEs — 1,853

Decrease in accounts receivable - related party due to consolidation of VIEs $ 180 $ —

Increase in investments in unconsolidated entities due to deconsolidation of VIEs $ 333 $ —

Assumption of note payable $ — $ 15,710

Corporate note rollover 1,948 —

Extinguishment of operating lease right-of-use assets — 1,059

Extinguishment of operating lease liabilities — 1,340

Cost of real estate investments included in accounts payable $ 241 $ 2

Cost of real estate investments included in due to related parties $ — $ 1

Investments in unconsolidated entities for investor buy-out $ 792 $ —

Investments in unconsolidated entities included in due to related parties $ — $ 66

1 unchanged sentence

Issuance of common stock in lieu of cash payment for accounts payable $ 289 $ 194

Corporate note rollover $ 4,760 $ 1,948

Corporate note increase due to rollovers, net of discounts $ 215 $ —

Conversion of corporate notes to preferred stock, including warrants $ 350 $ —

Conversion of corporate notes to common stock $ 1,898 $ —

Non-cash issuance of convertible note and related common stock $ 163 $ —

Non-cash issuance of redeemable preferred stock $ 158 $ —

Issuance of warrants related to common stock $ 150 $ —

Preferred stock Series B - non-cash equity issuance costs $ 140 $ —

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Years Ended December 31,

Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds

Note receivable eliminated in consolidation — 2,946

Increase in notes receivable - related party due to transfer of pursuit costs $ — $ 1,151

1 unchanged sentence

Decrease in notes receivable related party due to payment of accounts payable $ 3 $ 263

Contributions from noncontrolling interest in connection with settlement of notes - related parties — 1,831

Increase in notes receivable - related party due to deconsolidation of VIEs $ — $ 22,746

2 unchanged sentences

Cost of real estate investments included in accounts payable $ — $ 40

Cost of real estate investments included in due to related parties — 10

Contributions from noncontrolling interests in connection with settlement of notes payable - related party $ — $ 2,531

Establishment of operating right-of-use assets or increase from lease modifications — 1,516

Establishment of operating lease liabilities or increase from lease modifications — 1,516

Consolidation of VIEs

Real estate investments, net $ 608 $ —

Accounts receivable, net — 4,348

Due from related parties — 2

Intangible assets, net $ 46,330 $ —

Operating lease - right of use assets $ 10,757 $ —

1 unchanged sentence

Notes payable, net $ 22,003 $ —

Notes payable - related parties — 6,589

Accounts payable and accrued expenses $ 1,083 $ —

1 unchanged sentence

Operating lease liabilities $ 10,757 $ —

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Years Ended December 31,

Other liabilities $ 1 $ —

18 unchanged sentences

In connection with the ownership and operation of real estate assets, the Company may potentially be liable for costs and damages related to environmental matters.

The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition nor has it not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on our financial condition or results of operations.

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Caliber Tax Advantaged Opportunity Fund LP

7 unchanged sentences

Commitments and Contingencies of the Consolidated Funds

Franchise Agreements and Advance Key Money

The consolidated funds consolidated during the years ended December 31, 2024 and 2023, are parties to franchise agreements where the fund is required to pay monthly fees, generally consisting of royalty, program, and food and beverage fees.

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December 31, 2024, the consolidated hospitality fund is a party to a franchise agreement that expires in November 2026.

The consolidated funds recognized total franchise fees of $ 2.9 million and $ 5.0 million for the years ended December 31, 2024 and 2023, respectively.

Franchise Agreements

The consolidated funds which were consolidated during the years ended December 31, 2025 and 2024, are parties to franchise agreements where the fund is required to pay monthly fees, generally consisting of royalty, program, and food and beverage fees.

At December 31, 2025, the consolidated hospitality funds were not party to any franchise agreements.

During the years ended December 31, 2025 and 2024, the consolidated funds recognized total franchise fees of $ 0.4 million and $ 2.9 million, respectively.

Note 13 – Net Income (Loss) Per Share

2 unchanged sentences

The Company considered the two-class method in calculating the basic and diluted earnings per share, however, it was determined that there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common stockholders as Class A and Class B common stock share in the same earnings and profits, thus, having no impact on the calculation.

All share and per share amounts in the earnings per share calculation and dilutive share calculations below have been affected for the Reverse Stock Split, retroactively, for all periods presented.

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The Company has calculated the basic and diluted earnings per share during the years ended December 31, 2025 and 2024 as follows (in thousands, except per share data):

2 unchanged sentences

$ ( 21,798 ) $ ( 19,777 )

Preferred stock dividends — —

Convertible debt interest — 82

9 unchanged sentences

Diluted net loss per share attributable to common shareholders $ ( 7.70 ) $ ( 17.90 )

The number of antidilutive shares consisted of the potential exercise of stock options and potential conversion of convertible debt.

The number of antidilutive shares consisted of the potential exercise of stock options and warrants, as well as the potential conversion of preferred shares and convertible debt.

The following table summarizes these potential exercises and conversions during the years ended December 31, 2025 and 2024 , which h ave been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands):

4 unchanged sentences

Additional common shares, if convertible debt were converted 15 7

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Note 14 – Fair Value of Financial Instruments

5 unchanged sentences

The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral.

The fair value of the Company’s fixed rate debt were measured with Level 2 inputs.

The estimated fair value of the Company’s real estate loan was determined by management based on a discounted f uture cash-flow model.

As of December 31, 2024 the Company’s real estate loan had a carrying value of $ 15.9 million and a fair value of $ 12.6 million.

As of December 31, 2023, the Company’s real estate loan had a carrying value of $ 16.2 million and a fair value of $ 9.5 million.

The carrying values of the Company’s variable rate and short-term debt as of December 31, 2025 and 2024, approximated fair value.

The fair value of the Company’s fixed rate debt was measured with Level 2 inputs.

The estimated fair value of the Company’s instruments below was determined by management based on a discounted f uture cash-flow model (in thousands):

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December 31, 2025 December 31, 2024

Note Payable Carrying

Value Fair Value Carrying

Value Fair Value

Saddleback Ranch, LLC $ 1,250 $ 1,054 $ — $ —

Gateway II, LLC $ 15,643 $ 13,174 $ 15,934 $ 12,604

Fair Value of Financial Instruments of the Consolidated Funds

Fair values of financial instruments held by consolidated funds are estimated using available market information and established valuation methodologies.

Fair values of financial instruments held by the consolidated funds are estimated using available market information and established valuation methodologies.

Accordingly, the estimates presented are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments.

1 unchanged sentence

Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable.

The fair values of debt, advance key money, and interest rate caps have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral.

The carrying values of the consolidated funds’ variable rate debt and advance key money as of December 31, 2024 and 2023 approximated fair value.

The fair value of the consolidated funds’ fixed rate debt were measured with Level 2 inputs.

The estimated fair values for the instruments below were determined by management based on a discounted future cash-flow model (in thousands).

The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral.

The carrying values of the consolidated funds’ variable rate debt and short-term debt as of December 31, 2025 and 2024, approximated fair value.

The fair value of the consolidated funds’ fixed rate debt was measured with Level 2 inputs.

The estimated fair values for the consolidated funds’ instruments below were determined by management based on a discounted future cash-flow model (in thousands):

December 31, 2025 December 31, 2024

2 unchanged sentences

Value Fair Value

Hampton Inn & Suites Hotel (1)

$ — $ — $ 5,939 $ 4,762

Southpointe Fundco, LLC $ 1,050 $ 1,069 $ 1,050 $ 1,023

Tucson East, LLC (1)

— — 11,901 11,067

West Frontier, LLC $ 5,055 $ 2,335 $ 4,796 $ 3,701

______________________________

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

Note 15 – Derivative Instruments

1 unchanged sentence

The consolidated funds utilize derivative instruments, including interest rate caps and swaps, to reduce interest rate risk associated with its borrowings.

Our consolidated funds do not intend to utilize derivatives for purposes other than interest rate risk management.

The consolidated funds do not intend to utilize derivatives for purposes other than interest rate risk management.

Derivatives Designated as Hedging Instruments

As of December 31, 2024 and 2023, the Company did not have any derivatives designated as hedging instruments.

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As of December 31, 2025 and 2024, the consolidated funds did not have any derivatives designated as hedging instruments.

Derivatives Not Designated as Hedging Instruments

The consolidated funds have entered into interest rate caps and swaps.

The following table summarizes the consolidated funds non-designated derivatives as of December 31, 2024 and 2023 (dollar amounts in thousands):

December 31, 2024 December 31, 2023

Type of Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount

Interest rate swap — $ — 1 $ 18,418

Interest rate cap — — 1 55,000

Total $ — $ 73,418

The following table presents the fair value of the consolidated funds’ non-designated derivatives, as well as their classification in the consolidated balance sheets, as of December 31, 2024 and 2023 (in thousands):

Type of Derivative Balance Sheet Location December 31, 2024 December 31, 2023

Interest rate swap Consolidated funds - Prepaid and other assets $ — $ 1,206

Interest rate cap Consolidated funds - Prepaid and other assets — 10

Total $ — $ 1,216

The following table presents the gain or loss recognized in consolidated funds – hospitality expenses in the consolidated statements of operations for years ended December 31, 2024 and 2023 (in thousands):

As of December 31, 2025 and 2024, the consolidated funds did not have any non-designated derivatives.

The following table presents the consolidated funds’ gain or loss recognized in consolidated funds – hospitality expenses in the accompanying consolidated statements of operations for years ended December 31, 2025 and 2024 (in thousands):

Statement of Operations Location Years Ended December 31,

8 unchanged sentences

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

Note 16 – Stockholders’ Equity and Share-Based Payments

In May 2023, the Company filed a third amended and restated certificate of incorporation.

The Company is authorized to issue 137,500,000 shares consisting of:

(a) 115,000,000 shares of common stock consisting of (i) 100,000,000 shares of Class A common stock with a par value of $ 0.001 per share, (ii) 15,000,000 shares of Class B common stock with a par value of $ 0.001 per share;

and (b) 22,500,000 shares of preferred stock with a par value of $ 0.001 per share.

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Note 16 – Stockholders’ Equity and Stock-based Compensation

Stockholders’ Equity

As of the year ended December 31, 2025, the Company was authorized to issue 137,500,000 shares of its capital stock, consisting of (i) 100,000,000 shares of Class A common stock, par value of $ 0.001 per share, (ii) 15,000,000 shares of Class B common stock, par value of $ 0.001 per share, and (b) 22,500,000 shares of preferred stock, par value $ 0.001 per share.

In January 2026, the Company amended and restated Article 4.01 of its Certificate of Incorporation to increase its authorized capital stock to 537,500,000 shares.

The authorized shares consist of (i) 100,000,000 shares of Class A common stock, par value of $ 0.001 per share, (ii) 15,000,000 shares of Class B common stock, par value of $ 0.001 per share, and (b) 22,500,000 shares of preferred stock, par value $ 0.001 per share.

The Class B common stock is identical in all respects to Class A common stock, except it is entitled to 10 votes per share and is convertible at any time on a one -for-one basis into shares of Class A common stock.

All other rights, privileges, and rank will be shared equally and be identical in all respects as to all matters.

The Class B common stock 10 votes per share entitlement is set to expire on May 15, 2026, at which time both Class A and Class B common stock will be allowed one vote per share.

The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors.

The holders of common stock shall at all times vote together as one class on all matters.

Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock.

Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock through May 15, 2026, at which time both Class A and Class B common stock will be allowed one vote per share.

No holder of shares of common stock shall have the right to cumulate votes.

In the event of liquidation, subject to the prior rights of holders of preferred stock to share ratably in the Company’s assets, the holders of common stock and holders of any shares of preferred stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets

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available for distribution after giving effect to any liquidation preference of shares of preferred stock.

The holders of Class A common stock shall not have any conversion, redemption, or other preemptive rights.

1 unchanged sentence

In addition, Class B common stock shall not have any redemption or other preemptive rights.

Beginning in 2024, the Company began issuing warrants for the purchase of its Class A Common Stock, either as stand-alone transactions or combined with other debt and/or equity instruments.

Prior to the Reverse Stock Split, the Company had warrants outstanding to purchase a total of 2,201,123 shares of Class A common stock, at weighted average exercise price of $ 0.96 per share.

As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, the number of warrants outstanding to purchase a share of Class A Common Stock was proportionately decreased at a 20:1 ratio consistent with the 20:1 increase in the price of a share of Class A Common Stock.

There was no change in the value of the warrant because of this adjustment.

The warrant disclosure below has been affected by the Reverse Stock Split.

The Company issues warrants for the purchase of its Class A Common Stock, either as stand-alone transactions or combined with other debt and/or equity instruments.

The warrants may be exercised up to the fifth anniversary of their origination date and transferred independently at any time.

Using the Black-Scholes model, the Company estimates the relative fair value of warrants on the date of issuance.

The relative fair value of warrants is included in Paid-in capital on the consolidated balance sheets dated December 31, 2024.

As of December 31, 2024, the Company had 1,058,790 warrants outstanding with a weighted average exercise price per share and weighted average remaining exercise period of $ 0.82 and 4.9 years, respectively.

2017 Incentive Stock Plan

The Company may award stock options to employees under the Amended and Restated 2017 Incentive Stock Plan (“2017 Plan”).

The 2017 Plan allows the Company to:

(i) grant stock awards, (ii) grant stock options, and (iii) offer restricted stock purchases to directors, executives and selected employees, consultants, and advisors.

Options will vest if the recipient maintains constant employment through the end of the requisite service period.

The following inputs and assumptions were used to calculate the weighted average fair values of the options granted for the years ended December 31, 2024 and 2023:

The relative fair value of warrants is included in Paid-in capital on the accompanying consolidated balance sheets.

At December 31, 2025 and 2024, the Company had warrants outstanding to purchase 129,040 and 52,943 shares of Class A Common Stock, respectively, with a weighted average exercise price per share of $ 16.49 and $ 16.41 , respectively, and weighted average remaining exercise periods of 4.1 and 4.7 years, respectively.

Stock-based Compensation

Incentive Stock Plans

In July 2024, the Company’s Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”), which is used for share-based compensation awards granted after to its adoption.

Consistent with the 2017 Incentive Stock Plan (the “2017 Plan”), which the 2024 Plan superseded, the 2024 Plan allows the Company to:

(i) grant stock awards, (ii) grant stock options, and

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(iii) offer restricted stock purchases to directors, executives and selected employees, consultants, and advisors.

No new share-based compensation awards are granted under the 2017 Plan.

Stock Options

The Company grants stock options to certain employees and directors.

Stock options may vest upon grant, cliff vest on a specified future date, vest ratably over time, or include a combination of these vesting terms.

Options granted to employees generally have a requisite service period of up to four years and vest ratably over that period.

Such options become fully vested upon the recipient’s continued service through the end of the requisite service period.

The Company estimates the grant-date fair value of stock options using the Black-Scholes valuation model, which requires the use of certain assumptions.

These assumptions include the fair value of the Company’s common stock, expected volatility, the risk-free interest rate, and the expected term of the stock option awards.

The following inputs and assumptions were used to calculate the weighted average fair values of options granted for the years ended December 31, 2025 and 2024:

Expected term (in years) 6.13 6.13

4 unchanged sentences

Grant date fair value $ 2.55 $ 6.33

Compensation expense is recognized on a straight-line basis over the service period.

During the years ended December 31, 2024 and 2023, the Company recognized $ 2.4 million and $ 3.7 million, respectively, in compensation expense, related to the 2017 Plan.

As of December 31, 2024 and 2023, there was $ 5.2 million and $ 0.6 million, respectively, of unrecognized compensation expense related to the 2017 Plan stock options.

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The following tables detail the activity of the 2017 Plan during the years ended December 31, 2024 and 2023:

Stock Options

The following table details option activity of the Company for the years ended December 31, 2025 and 2024:

Stock Options Weighted Average

6 unchanged sentences

Granted - Employee 11,896 14.90 — —

Granted - Nonemployee 30,398 14.76 — —

Forfeited ( 3,613 ) 107.88 — —

2 unchanged sentences

142,402 62.11 5.26 52

Granted - Employee 237,798 0.74 — —

Granted - Nonemployee 34,920 5.99 — —

3 unchanged sentences

139,647 $ 41.99 5.47 $ —

As of December 31, 2025, total unrecognized compensation cost related to nonvested stock options was $ 0.1 million, which is expected to be recognized over a weighted-average period of 2.1 years.

As of December 31, 2024, total unrecognized compensation cost related to nonvested stock options was $ 0.3 million.

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Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to certain employees and directors under its equity incentive plans.

RSUs generally vest over a requisite service period and are settled in shares of the Company’s common stock upon vesting.

Stock Units Weighted Average

11 unchanged sentences

198,247 $ 16.57

The restricted stock units are subject to forfeiture if the participant does not meet certain conditions such as continued employment and/or the attainment of the specified performance target over the specified service period.

The performance target related to the outstanding restricted stock units is the completion of an initial public offering or exchange listing.

As of December 31, 2024, there was $ 4.9 million of unrecognized compensation expense related to the restricted stock units.

The restricted stock units have a remaining term of 2.9 years as of December 31, 2024.

2024 Incentive Stock Plan

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

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

The restricted stock units are subject to forfeiture if the participant does not meet certain conditions, such as continued employment and/or the attainment of a specified performance target over the specified service period.

As of December 31, 2025, total unrecognized compensation cost related to nonvested RSUs was $ 2.1 million, which is expected to be recognized over a weighted-average period of 2.0 years.

As of December 31, 2024, total unrecognized compensation cost related to nonvested RSUs was $ 4.9 million.

Stock-Based Compensation Expense

Stock-based compensation cost is recognized on a straight-line basis over the requisite service period.

For the years ended December 31, 2025 and 2024, the Company recognized total stock-based compensation expense of $ 1.7 million and $ 2.4 million, respectively, which is included in operating costs in the consolidated statements of operations.

Note 17 – Preferred Stock

In November 2024, the Company entered in to an offering agreement to issue up to $ 15.0 million, of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants to purchase its Class A Common Stock (“Common Stock”), with a stated value of $ 20 per share and a 12 % annual, non-cumulative dividend payable annually in cash or shares of common stock, at the Company’s discretion.

Series A Convertible Preferred Stock

In November 2024, the Company entered in to an offering agreement to issue up to $ 15.0 million, of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants to purchase its Class A Common Stock, with a stated value of $ 400 per share and a 12 % annual, non-cumulative dividend payable annually in cash or shares of common stock, at the Company’s discretion.

The Series A Preferred is convertible anytime at the option of the stockholder, in four sequential tranches.

Each tranche allows the stockholder to convert up to 25 % of its initial investment, beginning at a conversion price of $ 0.51 per share of common stock, and increasing in 50 % increments for each successive tranche.

Each tranche of Series A Preferred is mandatorily convertible if the market price of common stock is 200 % higher than any respective tranche’s conversion price for 20 of 30 consecutive trading days.

As of December 31, 2025 and 2024, the Company had 5,875 and 5,000 shares, respectively, of its Series A Preferred stock issued and outstanding, representing additional paid-in capital of $ 2.4 million and $ 2.0 million.

Series AA Cumulative Redeemable Preferred Stock (Reg A+) - Liability Classified

The Company qualified its preferred stock series AA financing, registered under regulation A+, with the SEC in March 2025.

The Company is authorized to issue up to 800,000 shares of the Series AA Cumulative Redeemable Preferred Stock (“Series AA Preferred”) for gross proceeds of $ 20.0 million.

The Series AA Preferred shares have a stated value of $ 25 per share and a cumulative monthly cash dividend equal to 9.5 % per annum.

If the Company does not make an interest payment within 30 days

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Series A Preferred is convertible anytime at the option of the stockholder, in four sequential tranches.

Each tranche allows the stockholder to convert up to 25 % of it’s initial investment, beginning at a conversion price $ 0.51 per share of Common Stock, and increasing in 50 % increments for each successive tranche.

Each tranche of Series A Preferred is is mandatorily convertible if the market price of Common Stock is 200 % higher than any respective tranche’s conversion price for twenty of thirty consecutive Trading Days.

As of the year ended December 31, 2024, the Company had issued 100,000 of its Series A Preferred shares.

after an unpaid month, it goes into default.

In the event of default, the cash dividend rate increases to 18.0 % per annum until cured.

Holders of the Series AA Preferred may elect to convert all or any portion of their preferred stock to equivalent shares of Class A Common stock, after the third anniversary of the issuance date.

The Company can redeem the Series AA Preferred at any time at no cost.

The stockholder can redeem at any time as well;

however, if redeemed in year one, two, or three, the redemptions would be subject to a 10 %, 8 %, or 6 % redemption fee, respectively.

Redemption of the Series AA Preferred at stated value is mandatory on the third anniversary of the issuance date.

The Series AA Preferred is classified as a liability on the accompanying consolidated balance sheets, rather than in shareholders’ equity, due to its contractual obligation to redeem the shares for cash.

As of December 31, 2025, the Company had 221,434 shares of its Series AA Preferred issued and outstanding, representing funds raised to date of $ 5.1 million, net of issuance costs.

Series B Preferred Stock

In September 2025, the Company filed a Certificate of Designation with the Secretary of State of Delaware designating Series B Preferred Stock, par value $ 0.001 per share.

Each share has a stated value of $ 1,000 and is convertible at the option of the holder into shares of Class A Common Stock at a conversion price of $ 250 per share, subject to adjustment as defined in the Certificate of Designation.

The Series B Preferred Stock does not have voting rights, except as required by law.

In the event of liquidation, dissolution, or winding up of the Company, holders are entitled to receive distributions in preference to holders of common stock, but junior to Series A and Series AA Preferred Stock.

The Series B ranks pari passu with any preferred stock of substantially similar rights and preferences.

As of December 31, 2025, the Company had 15,868 shares of its Series B Preferred Stock issued and outstanding, for total gross proceeds of $ 15.9 million.

Note 18 – Segments

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

During the year ended December 31, 2023, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, John C.

Loeffler, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors.

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

As such, management concluded that the Company operates through one operating segment, which it refers to as Platform.

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

The Company operates through one reportable segment, its asset management platform which it refers to simply as “Platform”.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, John C.

The Company’s CODM assesses performance and allocates resources based on the results of Platform operations.

GAAP) and noncontrolling interests.

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Platform payroll and payroll related costs were $ 12.2 million and $ 17.8 million for the years ended December 31, 2025 and 2024, respectively.

Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as the Company’s CODM does not review, nor is he provided with the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds.

For the years ended December 31, 2024 and 2023, total revenues were $ 20.9 million and $ 20.6 million, respectively, representing a period-over-period increase of 1.5 %.

The table below (in thousands) compares the revenues earned for providing services under the Company’s asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the year ended December 31, 2024, to the revenues earned for the same period in 2023.

Management concluded that the consolidated funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as the Company’s CODM does not review, nor is he provided with the operating results of these consolidated funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds.

The consolidated 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 the Company 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.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The table below 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, 2025, to the revenues earned for the same period in 2024 (in thousands).

Year Ended December 31, 2025

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Total Platform revenue $ 15,188 $ ( 770 ) $ 14,418

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2024

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Total Platform revenue $ 20,942 $ ( 3,705 ) $ 17,237

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

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

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

CALIBERCOS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2025

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Other income (loss), 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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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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables present a reconciliation of Platform assets to the most comparable U.S.

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

December 31, 2025

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Real estate investments, net 21,945 ( 256 ) 21,689

Digital assets 6,850 — 6,850

Notes receivable - related parties 7,348 — 7,348

Due from related parties 10,597 ( 511 ) 10,086

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Real estate investments, net 21,782 ( 210 ) 21,572

Notes receivable - related parties 230 ( 125 ) 105

Due from related parties 11,143 ( 4,178 ) 6,965

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Note 19 – Subsequent Events

Management has evaluated events and transactions that occurred after December 31, 2024 through March 31, 2025, the date these consolidated financial statement were available to be issued.

Management has evaluated events and transactions that occurred after December 31, 2025 through March 25, 2026, the date these consolidated financial statements were available to be issued.

The following events are in addition to those matters discussed in Note 6 – Notes Payable.

On March 12, 2025, the Company was qualified to sell up to $ 20.0 million of Series AA cumulative redeemable preferred stock under Regulation A, which includes 800,000 shares at a stated value of $ 25 .

The Series AA offers a cumulative monthly dividend at a rate of 9.5 % per annum.

The preferred stock is convertible into shares of Class A Common stock.

The proceeds raised by this offering will be used to retire outstanding promissory notes and for general corporate purposes.

On March 20, 2025, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P.

(“Mast”), issuing a senior secured promissory note worth up to $ 1.7 million, a warrant for 200,000 shares of Class A common stock at $ 0.75 per share, and 200,000 shares of common stock.

Simultaneously, the Company also entered into an equity purchase agreement with Mast to sell up to $ 25.0 million of common stock.

This agreement also includes a common stock purchase warrant for an additional 200,000 shares at $ 1.50 per share.

The Company proceeds were $ 1.2 million in cash, net of discounts.

On March 27, 2025 the Company announced the launch of the Caliber 1031 Exchange program which allows accredited investors to participate in the program either by investing $ 1.0 million or more from proceeds generated from a sale of real estate, or by the Company sponsoring the sale of the investors existing asset and investing those proceeds generated.

In its first transaction, the Caliber 1031 Exchange executed a $ 10.2 million acquisition of a 602 -unit self-storage facility in Rifle, Colorado,

In January 2026, the Company’s board of directors and stockholders approved an amendment to the CaliberCos Inc.

2024 Equity Incentive Plan.

The amendment increased the aggregate number of shares of common stock available for issuance under the Plan to 1,200,000 shares.

In addition, the amendment provides for automatic annual increases to the share reserve beginning January 1, 2027 (or the first business day of the calendar year, if applicable), equal to 15 % of the Company’s outstanding common stock as of December 31 of the preceding year.

All other terms and provisions of the Plan remain unchanged.

In March 2026, an institutional investor exercised its right to convert its holdings of the Company’s Series B Preferred Stock into shares of the Company’s Class A common stock.

On March 12, 2026, the holder exercised its conversion rights and converted all 15,868 shares of Series B Preferred Stock into 63,472 shares of the Company’s common stock, based on a conversion price of $ 250 per share.

CALIBERCOS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on behalf of a group of investors through a Tenants-in-Common arrangement.

The Company received a real estate commission in the amount of $ 0.2 million as a result of the transaction.

In March 2026, the Company’s Board of Directors approved the creation of a new class of Series AAA Preferred Stock with a stated value of $ 1,000 per share.

The purpose of the issuance is to facilitate the conversion of existing unsecured subordinated promissory notes held by Caliber noteholders into equity through cancellation of such notes in exchange for shares of Series AAA Preferred Stock.

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

What changed 10-K

Item 9A. Controls and Procedures