CaliberCos Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“the Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date. Management’s Annual Report on Internal Control Over Financial Reporting This report does not include a report on management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the SEC for newly public companies. Because we are an “emerging growth company” under the JOBS Act, our independent public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company. Changes in Internal Control Over Financial Reporting No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information (a) Trading Plans During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a Rule "10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K. 61 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. None. 62 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year and is incorporated herein by reference. 63 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements The Financial Statements are included herein at pages F- 4 through F- 8 . Financial Statement Schedules All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, the required information is contained elsewhere in this Annual Report on Form 10-K, or the schedules are inapplicable and have therefore been omitted. Exhibits The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of CaliberCos Inc. (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023 3.2 Amended and Restated Bylaws of CaliberCos Inc. (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023) 3.3 Certificate of Designation, Preferences and Rights relating to the Series A Convertible Preferred Stock, dated November 26, 2024 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on December 4, 2024) 3.4 Certificate of Designation, Preferences and Rights relating to the Series AA Cumulative Redeemable Preferred Stock, dated March 5, 20245 (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 11, 2025) 3.5 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) 3.6 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) 3.7 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) 3.8 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) 4.1 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) 4.2 Form of Class A common stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on October 28, 2022 (File No. 333-267657)) 4.3 Amended and Restated Stockholders’ Agreement dated March 22, 2023, by and among the Company, John C. Loeffler, Jennifer Schrader and Donnie Schrader (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 22, 2023 (File No. 333-267657)) 4.3.1 Stock Purchase Agreement dated September 21, 2018, by and among the Company and Donnie Schrader (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on June 13, 2019) 4.4 Promissory Note, issued by the Company to the Investor (incorporated by reference to Exhibit 4.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 4.5 Common Stock Purchase Warrant, issued by the Company to the Investor (incorporated by reference to Exhibit 4.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 4.6 Common Stock Purchase Warrant, issued by the Company to the Investor (incorporated by reference to Exhibit 4.3 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 4.7 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) 64 Table of Contents Exhibit No. Description 4.8 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) 4.9 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) 4.10 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) 10.1 † CaliberCos Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of CaliberCos Inc.’s Form S-8 (File No. 333-272078), filed with the SEC on May 19, 2023) 10.2 † CaliberCos Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement (Schedule 14A) filed with the Commission on May 16, 2024) 10.3 † CaliberCos Inc. Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement (Schedule 14A) filed with the Commission on May 16, 2024) 10.4 Loan Agreement, dated as of January 20, 2023, among 47th Street Phoenix Airport LLC, CHPH Holding, LLC, and 44th and McDowell Holding, LLC, as Borrower and Trimont Real Estate Advisors, LLC, as Agent for BP Holdings SIGMA LLC, as Lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.5 Guaranty of Recourse Obligations dated January 20, 2023, by John C. Loeffler, II, Jennifer Schrader,CDIF, LLC, Caliber Diversified Opportunity Fund II, LP, and CaliberCos Inc. for the benefit of BP Holdings Sigma, LLC(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.6 Loan Agreement dated as of October 17, 2019 between Pollock Gateway II DE LLC, as borrower and Barclays Capital Real Estate Inc., as lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.7 Assumption Agreement dated January 25, 2023 by and among Pollock Gateway II DE LLC, original borrower, Gateway II Holdco, LLC, new borrower, Guila Pollock and Vita Piazza, trustees of The James and Guila Pollock Trust dated June 27, 2006, original guarantor, CaliberCos Inc., new guarantor, and Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2019-C5, Commercial Mortgage Pass Through Certificates, Series 2019-C5, lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.8 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jennifer Schrader (incorporated by reference to Exhibit 6.5 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.9 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and John C. Loeffler II (incorporated by reference to Exhibit 6.6 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.10 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Roy Bade (incorporated by reference to Exhibit 6.7 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.11 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jade Leung (incorporated by reference to Exhibit 6.8 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.12 Form of Indemnification Agreement between CaliberCos Inc. and its directors and officers (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 23, 2022 (File No. 333-267657)) 10.13 Caliber/ Encore Opportunistic Growth Fund Limited Liability Company Agreement dated May 1, 2022 by and between CaliberCos Inc. and Encore Caliber Holdings, LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.14 Form of Managing Dealer Agreement by and among CaliberCos Inc., Skyway Capital Markets, LLC and Issuer (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.15 Sponsor Consulting Agreement dated December 1, 2022 by and among CaliberCos Inc. and Skyway Capital Markets, LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.16 Contribution Agreement dated June 30, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 024-11016), filed with the SEC on July 7, 2023) 65 Table of Contents Exhibit No. Description 10.17 Securities Purchase Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 10.18 Registration Rights Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 10.19 Subsidiary Guarantee dated March 20, 2025, between the Company, the Guarantors (as defined in the Subsidiary Guarantee) and the Investor (incorporated by reference to Exhibit 10.3 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 10.20 Equity Purchase Agreement, dated March 20, 2025 between the Company and the Investor (incorporated by reference to Exhibit 10.4 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 10.21 Registration Rights Agreement, dated March 20, 2025, between the Company and the Investor (incorporated by reference to Exhibit 10.5 of CaliberCos Inc.’s Form 8-K filed with the SEC on March 26, 2025) 10.22 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) 10.23 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) 10.24 Advisory Agreement (incorporated by reference to Exhibit 10.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on September 10, 2025) 10.25 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) 10.26 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) 10.27 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) 14.1 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) 19.1 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) 21.1* Subsidiaries 23.1* Consent of Urish Popeck & Co., LLC 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 97.1 Clawback Policy (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 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation 101.LAB* Inline XBRL Taxonomy Extension Labels 101.PRE* Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) _____________________________ * Filed herewith ** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. † Management contract or compensatory plan or arrangement. 66 Table of Contents Item 16. Form 10-K Summary Not Applicable. 67 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on March 25, 2026 . CALIBERCOS INC. By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer As required under the Securities Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ John C. Loeffler, II Chairman and Chief Executive Officer March 25, 2026 John C. Loeffler, II (Principal Executive Officer) /s/ Jade Leung Chief Financial Officer March 25, 2026 Jade Leung (Principal Accounting Officer) /s/ Jennifer Schrader President and Vice-Chairperson March 25, 2026 Jennifer Schrader /s/ William J. Gerber Director March 25, 2026 William J. Gerber /s/ Michael Trzupek Director March 25, 2026 Michael Trzupek /s/ Dan Hansen Director March 25, 2026 Dan Hansen /s/ Lawrence Taylor Director March 25, 2026 Lawrence Taylor 68 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F- 6 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F- 8 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents 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, 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 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 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. 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. F-2 Table of Contents 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 F-3 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) December 31, 2025 December 31, 2024 ASSETS Cash $ 2,538 $ 1,766 Restricted cash 2,628 2,582 Real estate investments, net 21,689 21,572 Digital assets 6,850 — Notes receivable - related parties, allowance of $ 909 and $ 0 , respectively 7,348 105 Due from related parties, allowance of $ 4,071 and $ 3,985 , respectively 10,086 6,965 Investments in unconsolidated entities 11,624 15,643 Operating lease - right of use assets 98 147 Prepaid and other assets 2,368 3,501 Assets of consolidated funds Cash 326 549 Restricted cash 524 — Real estate investments, net 10,807 45,090 Intangible assets, net 46,330 — Notes receivable - related parties, no allowance 936 6,848 Due from related parties, allowance of zero and $ 28 , respectively 220 320 Operating lease - right of use assets 10,757 — Prepaid and other assets 267 447 Total assets $ 135,396 $ 105,535 LIABILITIES AND STOCKHOLDERS' EQUITY 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 5,101 — Due to related parties 186 313 Operating lease liabilities 64 93 Other liabilities 771 750 Liabilities of consolidated funds Notes payable, net 33,605 29,172 Notes payable - related parties 2,330 2,047 Accounts payable and accrued expenses 1,719 1,207 Due to related parties 861 79 Operating lease liabilities 10,757 — Other liabilities 99 639 Total liabilities 109,165 94,282 F-4 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 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 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, 6,534,319 and 759,370 shares issued and outstanding as of December 31, 2025 and 2024, respectively 7 1 Class B common stock, $ 0.001 par value; 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’ equity (deficit) attributable to CaliberCos Inc. 1,333 ( 12,589 ) Stockholders’ equity attributable to noncontrolling interests 24,898 23,842 Total stockholders’ equity 26,231 11,253 Total liabilities and stockholders’ equity $ 135,396 $ 105,535 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Years Ended December 31, 2025 2024 Revenues Asset management revenues $ 14,391 $ 16,879 Performance allocations 27 358 Consolidated funds – hospitality revenues 5,057 26,476 Consolidated funds – other revenues 622 7,406 Total revenues 20,097 51,119 Expenses Operating costs 13,848 23,939 General and administrative 5,755 6,776 Marketing and advertising 796 751 Depreciation and amortization 664 593 Consolidated funds – hospitality expenses 4,743 26,503 Consolidated funds – other expenses 1,865 5,870 Total expenses 27,671 64,432 Other expense, net ( 3,304 ) ( 3,093 ) Change in fair value of digital assets ( 5,793 ) — Interest income 356 360 Interest expense ( 6,712 ) ( 5,424 ) Net loss before income taxes ( 23,027 ) ( 21,470 ) Provision for income taxes — — Net loss ( 23,027 ) ( 21,470 ) Net loss attributable to noncontrolling interests ( 1,229 ) ( 1,693 ) Net loss attributable to CaliberCos Inc. $ ( 21,798 ) $ ( 19,777 ) Basic and diluted net loss per share attributable to common stockholders $ ( 7.70 ) $ ( 17.90 ) Weighted average common shares outstanding: Basic and diluted 2,830 1,100 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (AMOUNTS IN THOUSANDS) Preferred Stock Common Stock Paid in Capital Accumulated Deficit Noncontrolling Interests Total Stockholders’ Equity 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 Equity based compensation expense — — — — 55 — — — 2,377 — — 2,377 Contributions from noncontrolling interest holders — — — — — — — — — — 16,635 16,635 Redemptions of noncontrolling interest holders — — — — — — — — — — ( 2,051 ) ( 2,051 ) Distributions to noncontrolling interest holders — — — — — — — — — — ( 6,110 ) ( 6,110 ) Deconsolidation of VIEs — — — — — — — — — — ( 46,334 ) ( 46,334 ) Net 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, 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 Equity based compensation expense — — — — 171 — — — 1,944 — — 1,944 Contributions from noncontrolling interest holders — — — — — — — — — — 211 211 Distributions to noncontrolling interest holders — — — — — — — — — — ( 910 ) ( 910 ) Consolidation of VIE — — — — — — — — — — 23,333 23,333 Deconsolidation of VIEs — — — — — — — — — — ( 20,349 ) ( 20,349 ) Net income (loss) — — — — — — — — — ( 21,798 ) ( 1,229 ) ( 23,027 ) Balances as of December 31, 2025 6 $ — 16 $ — 6,534 $ 7 371 $ — $ 79,731 $ ( 78,405 ) $ 24,898 $ 26,231 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2025 2024 Cash Flows From Operating Activities Net loss $ ( 23,027 ) $ ( 21,470 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation and amortization 664 593 Non-cash lease expense and gain on lease extinguishment 21 21 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 unconsolidated entities 3,420 4,772 Loss on notes receivable - related parties 955 — Impairment — ( 10 ) 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 Changes in operating assets and liabilities: Due from related parties ( 3,354 ) 2,301 Prepaid expenses, right-of-use assets and other assets 1,081 ( 654 ) Accounts payable and accrued expenses ( 2,495 ) 1,546 Due to related parties ( 126 ) ( 11 ) Lease liabilities and other liabilities 177 ( 131 ) Adjustments to reconcile net loss to net cash from operating activities of consolidated funds: Depreciation 1,641 5,580 Non-cash lease expense — ( 9 ) Non-cash interest expense 283 — Loss on the disposition of real estate 6 294 Loss on extinguishment of debt 110 — Gain on derivative instruments — ( 311 ) Gain on disposal of furniture, fixtures and equipment — ( 9 ) Amortization of advanced key money — ( 12 ) Accretion of above-market/below market leases and straight-line rent, net — ( 164 ) Amortization of deferred financing costs 44 353 Bad debt expense 3 84 Changes in operating assets and liabilities of consolidated funds: Accounts receivable 2 ( 1,256 ) Due from related parties ( 350 ) ( 412 ) Prepaid expenses, right-of use assets and other assets ( 113 ) 757 Accounts payable and accrued expenses 532 1,037 Due to related parties ( 77 ) 1,028 Lease liabilities and other liabilities ( 160 ) ( 86 ) Net cash (used in) provided by the Company's operating activities ( 12,065 ) 555 F-8 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2025 2024 Cash Flows From Investing Activities Investments in real estate assets $ ( 1,030 ) $ ( 882 ) 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 ) Payment received on notes receivable - related parties 2,026 8,158 Cash Flows From Investing Activities of consolidated funds Consolidation of VIEs 616 — Deconsolidation of VIEs ( 4,544 ) ( 17,293 ) Investments in real estate assets ( 105 ) ( 2,857 ) Funding of notes receivable - related parties ( 1 ) ( 21,161 ) Payment received on notes receivable - related parties 460 16,771 Net cash used in the Company's investing activities ( 23,721 ) ( 19,629 ) Cash Flows From Financing Activities Payment of deferred financing costs ( 376 ) ( 100 ) Proceeds from notes payable 5,987 3,465 Repayments of notes payable ( 8,325 ) ( 6,553 ) Payment of loan extinguishment fees — ( 9 ) 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 Proceeds from the issuance of redeemable preferred stock, net of issuance costs 4,943 — Cash Flows From Financing Activities of consolidated funds Payment of deferred financing costs ( 553 ) ( 1,352 ) Proceeds from notes payable 22,953 16,586 Repayments of notes payable ( 18,091 ) ( 17,460 ) Proceeds from notes payable - related parties — 511 Repayments of notes payable - related parties — ( 511 ) Contributions from noncontrolling interest holders 211 16,635 Redemptions of noncontrolling interests — ( 751 ) Distributions to noncontrolling interest holders ( 910 ) ( 6,110 ) Net cash provided by the Company's financing activities 36,905 6,331 F-9 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2025 2024 Net Change in Cash and Restricted Cash $ 1,119 $ ( 12,743 ) Cash and Restricted Cash at Beginning of Period 4,897 17,640 Cash and Restricted Cash at End of Period $ 6,016 $ 4,897 Reconciliation of Cash and Restricted Cash Cash at beginning of period $ 2,315 $ 3,805 Restricted cash at beginning of period 2,582 13,835 Cash and restricted cash at beginning of period $ 4,897 $ 17,640 Cash at end of period $ 2,864 $ 2,315 Restricted cash at end of period 3,152 2,582 Cash and restricted cash at end of period $ 6,016 $ 4,897 The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (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, 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. Depending on the legal structure and arrangements between the Company and the funds, the Company may or may not consolidate the partnerships for financial reporting purposes. For funds in which the Company is determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”). For funds in which the Company is not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for more detail. Reverse Stock Split: 1-for-20 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 F-11 Table of Contents 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 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 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. Management evaluated the impact a default of one or many of these notes might have on the Company. As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company. Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule. To satisfy the maturity of these corporate notes, the Company intends to continue to implement the following strategies: i. 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. ii. 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. iii. 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 F-12 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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. iv. 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 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. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. Note 2 – Summary of Significant Accounting Policies Accounting Policies of the Company Basis of Presentation and Consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S. GAAP. 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. All intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities The Company determines if an entity is a variable interest entity (“VIE”) based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest. The Company analyzes any investments in VIEs to determine if the Company is the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. The Company consolidates any VIEs for which the Company is the primary beneficiary and the Company discloses its maximum exposure to loss related to the consolidated VIEs. See Note 3 – VIEs for more detail. Voting Interest Entities Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”). For VOEs, the Company consolidates an entity if it has a controlling financial interest. The Company has a controlling financial interest in a F-13 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. Cash Cash includes cash in bank accounts. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash balances may exceed FDIC limits. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of 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, 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. 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 F-14 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 Depreciation expense includes costs and costs associated with building and building improvements, which are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years. Depreciation expense also includes costs associated with the purchase of furniture and equipment and office leasehold improvements, which are recorded at cost. Furniture and equipment costs are depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service. Intangible lease assets are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term. For the years ended December 31, 2025 and 2024, depreciation expense for the Company was $ 0.7 million and $ 0.6 million, respectively. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, 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 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 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; F-15 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and • maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies. Noncontrolling Interests in Consolidated Real Estate Partnerships 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. 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, 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. Revenue Recognition In accordance with the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets 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 where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of 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 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. These fees are recognized at the point in time when the performance under the contract is complete and are included in asset management revenues in the accompanying consolidated statements of operations. Fund set-up fees replaced fund formation fees that are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds. Fund management fees are generally based on 1.0 % to 1.5 % of the unreturned capital contributions in a particular fund and include reimbursement for costs incurred on behalf of the fund, including an allocation of certain overhead costs. These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time. With respect to the Caliber Hospitality Trust, the Company earns a fund management fee of 0.7 % of the Caliber F-16 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, the Company earns fees for guaranteeing certain loans, representing a performance obligation that the Company satisfies over time. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds. Revenues are generally based on 4.0 % of the total expected costs of the development or 4.0 % of the total expected costs of the construction project. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligation(s) are satisfied. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. 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 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; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0 % to 12.0 %, typically 6.0 % for common equity or 10.0 % to 12.0 % for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold. These revenues are included in performance allocations in the accompanying consolidated statements of operations. Leases Lessor At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The Company did not have any sales-type or direct financing leases as of December 31, 2025 and 2024. 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. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the Company for maintenance and other property operating expenses, which are non-lease components. F-17 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company elected the practical expedient to combine lease and non-lease components, and the non-lease components will be included with the single property lease component as the predominant component. Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly. Accounts Receivable 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. 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. Earnings Per Share Basic earnings per share attributable to common stockholders is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares outstanding during each period. The computation of diluted income (loss) per share attributable to common stockholders further assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) stock options and warrants using the treasury stock method, and (b) convertible debt and preferred stock using the if-converted method. To the extent the inclusion of potential common shares is anti-dilutive, the potential common shares are excluded from the computation of diluted income (loss) per share attributable to common stockholders. See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share. Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management, and other parties that can significantly influence the management and operating policies of the Company. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all the deferred tax assets will not be realized. F-18 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. See Note 10 – Income Taxes for more detail. Share-Based Compensation 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. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, and the expected term of stock option awards. Management elected to recognize forfeitures as they occur pursuant to ASU 2016-09, Compensation — Stock Compensation . As a result, no forfeiture rate was assumed. The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant. Segments See Note 18 – Segments for detail of the Company’s segment reporting policy. Accounting Policies of Consolidated Funds Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, 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. 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. F-19 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. Interest, property taxes and insurance are also capitalized during periods in which redevelopment, development and construction projects are in progress. Capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, commence at the point in time when activities necessary to get the assets ready for their intended use are in progress. This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. 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. Depreciation for all tangible real estate assets is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our building and building improvements are generally 15 to 40 years. The estimated useful lives of 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 Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, 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 Cash includes cash in bank accounts. The consolidated funds deposit cash with several high-quality financial institutions. These deposits are guaranteed by the FDIC up to an insurance limit of $250,000. At times, cash balances may exceed FDIC limits. Although the consolidated funds bear risk on amounts in excess of those insured by the FDIC, they have not experienced and do not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of tenant security deposits and cash reserves required by certain loan agreements for capital improvements and repairs. As improvements and repairs are completed, related costs incurred by the consolidated funds are funded from the reserve accounts. Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the consolidated funds for payment of property taxes, insurance, and interest. F-20 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining long-term debt and are capitalized and amortized over the term of the related debt obligation using the straight-line method. Capitalized deferred financing costs, net of accumulated amortization, are offset against and included in notes payable, net in the accompanying consolidated balance sheets. Consolidated Fund Revenues In accordance with ASC 606, the consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. The consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax. 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 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. The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place. 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 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 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. The consolidated funds did not have any sales-type or direct financing leases as of December 31, 2025. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The 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 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 F-21 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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 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. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Fair Value Measurements Fair value measurements and disclosures consist of a three-level valuation hierarchy. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the ability to observe the inputs employed in the measurement using market participant assumptions at the measurement date. An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. • Level 2 – Inputs include quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 – Unobservable inputs for the asset or liability. These unobservable inputs reflect assumptions about what market participants would use to price the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting company’s own data). Recent Accounting Pronouncements The Company adopted 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. 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 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 F-22 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO 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. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. 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 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 accompanying 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, 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 F-23 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Assets Cash $ 301 Restricted cash 315 Real estate investments, net 607 Intangible assets, net 46,330 Due from related parties 1,993 Operating lease - right of use assets 10,757 Prepaid and other assets 244 Total assets $ 60,547 Liabilities Notes payable, net $ 22,003 Accounts payable and accrued expenses 1,083 Due to related parties 3,319 Operating lease liabilities 10,757 Other liabilities 51 Total liabilities 37,213 Stockholders’ equity 23,334 Total liabilities and stockholders’ equity $ 60,547 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. F-24 Table of Contents 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. 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). 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, 2025 2024 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 Prepaid and Other Assets of the Company Prepaid and other assets consisted of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Pursuit costs (1) $ 714 $ 1,335 Prepaid expenses 771 800 Accounts receivable, net 116 413 Deposits 46 63 Finance lease - right of use assets 26 42 Other assets 695 848 Total prepaid and other assets $ 2,368 $ 3,501 __________________________________ (1) Pursuit costs represent expenses incurred related to new fund formation, primarily for professional, legal, consulting, accounting and tax services. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the Company. The Company assesses collectability and expenses any amounts in which collectability is not reasonably assured. F-25 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Prepaid and Other Assets of the Consolidated Funds Prepaid and other assets of the consolidated funds consisted of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Prepaid expenses $ 35 $ 114 Deposits 5 57 Accounts receivable, net 2 163 Deferred franchise fees, net — 62 Inventory — 51 Other assets (2) 225 — Total prepaid and other assets $ 267 $ 447 __________________________________ (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 Notes Payable of the Company Notes payable consisted of the following as of December 31, 2025 and 2024 (in thousands): Notes Payable December 31, 2025 December 31, 2024 Interest Rate (1) Maturity Date (1) Corporate notes $ 28,698 $ 31,763 11.07 % January 2024 - March 2028 Convertible corporate notes 910 1,050 8.25 % April 2024 - May 2025 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 Deferred financing costs, net ( 185 ) ( 243 ) Discount on corporate note ( 414 ) ( 229 ) Total notes payable, net $ 46,347 $ 50,450 __________________________________ (1) As of December 31, 2025. Real Estate Loans The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Gateway II HoldCo, LLC 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. The loan has a fixed interest rate of 4.30 % in effect through the maturity date in November 2029. The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity 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. As of December 31, 2025, the Company is not aware of any non-compliance matters relating to its debt covenants. F-26 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Other Loans 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 The following table summarizes the scheduled principal repayments of our indebtedness as of December 31, 2025 (in thousands): Year Amount 2026 $ 25,279 2027 3,610 2028 3,366 2029 14,691 2030 — Thereafter — Total $ 46,946 F-27 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Financing Costs 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 Notes payable of the consolidated funds consisted of the following as of December 31, 2025 and 2024, respectively (in thousands): Notes Payable December 31, 2025 December 31, 2024 Interest Rate (1) Maturity date (1) Real Estate Loans 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 West Frontier Holdco, LLC 5,055 4,777 6.35 % February 2038 Total Real Estate Loans 20,855 23,789 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 Deferred financing costs, net ( 174 ) ( 236 ) Total notes payable, net $ 33,605 $ 29,172 __________________________________ (1) As of December 31, 2025. (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 The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of December 31, 2025. 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 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 interest at a fixed rate of 4.22 % from September 2022 through August 2027. The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity. The terms of the loan allow for the prepayment of the outstanding balance in whole or in part at any time prior to the maturity date. The loan matures in August 2027 and is guaranteed by the Company. In May 2024, the consolidated fund terminated the interest rate swap agreement and received $ 1.6 million. 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). F-28 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Riverwalk 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 In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona. The loan initially had a fixed rate per annum equal to 9.99 %. In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023. In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99 %. In February 2024, 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. The loan is guaranteed by an individual who is an affiliate of the Company. West Frontier Holdco, LLC In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35 %. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five-year Treasury Constant Federal Reserve Index plus 2.50 %. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by individuals who are affiliates of the Company. In April 2025, the loan was converted into a term loan with the interest rate, repayment schedule and prepayment terms remaining the same. Member Notes 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. F-29 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future Debt Maturities As of December 31, 2025, the future aggregate principal repayments due on the consolidated funds notes payable are as follows (in thousands): Year Amount 2026 $ 19,783 2027 9,066 2028 69 2029 74 2030 79 Thereafter 4,708 Total $ 33,779 Deferred Financing Costs 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 Related Party Transactions of the Company Platform Revenues The table below shows the total revenues earned for providing services under the Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the years ended December 31, 2025 and 2024. Years Ended December 31, 2025 2024 Fund management fees 10,878 9,219 Financing fees 361 396 Development and construction fees 2,363 6,420 Brokerage fees 789 844 Total asset management 14,391 16,879 Performance allocations 27 358 Total related party Platform revenue $ 14,418 $ 17,237 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 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. F-30 Table of Contents 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): Notes Receivable - Related Parties December 31, 2025 December 31, 2024 Interest Rate (1) Maturity Date (1) 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) As of December 31, 2025. (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. 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 $ 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. Other In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the Company on their behalf and other charges. 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. F-31 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Related Party Transactions of the Consolidated Funds Notes Receivable The consolidated funds entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The notes receivable – related parties consisted of the following as of December 31, 2025 and 2024 (in thousands): Notes Receivable - Related Parties December 31, 2025 December 31, 2024 Interest Rate (1) Maturity Date (1) 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) As of December 31, 2025. (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. 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. 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 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, 2025 and 2024. Other In the normal course of business, the consolidated funds have various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the funds on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of December 31, 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, 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. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised. The operating lease agreement does not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2025, the Company does not have any material operating or financing leases with F-32 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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, 2025 2024 Fixed $ 57 $ 58 Variable — 1 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, 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 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. 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): Year Amount 2026 $ 1,174 2027 1,174 2028 1,174 2029 1,174 2030 1,174 Thereafter 67,396 Total lease payments $ 73,266 Less: Imputed interest ( 62,509 ) Total $ 10,757 F-33 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Lessor - Company 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. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of December 31, 2025, the Company does not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2025 and 2024, are presented in the table below (in thousands). Variable rental revenue is primarily costs reimbursed related to common area maintenance. Year Ended December 31, 2025 2024 Fixed $ 1,542 $ 1,859 Variable 225 211 Total $ 1,767 $ 2,070 Future minimum lease payments due to the Company under non-cancellable operating leases over the next five years and thereafter as of December 31, 2025 are as follows (in thousands): Year Amount 2026 $ 1,806 2027 1,189 2028 609 2029 510 2030 419 Thereafter 1,983 Total $ 6,516 Lessor - Consolidated Funds 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. The leases do not contain any lessee purchase options. As of December 31, 2025, the consolidated funds do not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2025 and 2024 (in thousands) are presented in the table below. Variable rental revenue is primarily costs reimbursed related to common area maintenance. Years Ended December 31, 2025 2024 Fixed $ 696 $ 870 Variable ( 80 ) 558 Total $ 616 $ 1,428 F-34 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of December 31, 2025 are as follows (in thousands): Year Amount 2026 $ 1,139 2027 823 2028 819 2029 819 2030 819 Thereafter 7,938 Total $ 12,357 Note 9 – Other Liabilities Other Liabilities of the Company Other liabilities of the Company consisted of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Deposits (1) $ 205 $ 154 Tenant improvement allowance 145 103 Finance lease liability 29 44 Below market leases, net — 20 Other 391 429 Total other liabilities $ 770 $ 750 _________________________________ (1) Includes tenant security deposits. Other Liabilities of the Consolidated Funds Other liabilities of the consolidated funds consisted of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Deposits (1) $ 34 $ 171 Sales tax payable 1 97 Other 64 371 Total other liabilities $ 99 $ 639 _________________________________ (1) Includes hotel advance deposits and tenant security and pet deposits. F-35 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10 – Income Taxes The following table shows the components of the income tax provision (benefit) from total operations for the years ended December 31, 2025 and 2024 (in thousands): Years Ended December 31, 2025 2024 Current income tax provision (benefit) Federal $ — $ — State — — Total — — Deferred income tax provision (benefit) Federal ( 5,207 ) ( 4,023 ) State ( 949 ) ( 708 ) Total ( 6,156 ) ( 4,731 ) Adjustment to valuation allowance 6,156 4,731 Total income tax provision (benefit) $ — $ — The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 U.S. federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 3.8 % 3.7 % Income passed through to noncontrolling interest, federal tax ( 1.2 ) % ( 1.7 ) % Income passed through to noncontrolling interest, state tax ( 0.2 ) % ( 0.3 ) % Permanent differences, VIEs ( 0.6 ) % ( 0.1 ) % Prior period return-to-provision adjustments 4.1 % 0.0 % Nondeductible expenses ( 0.2 ) % ( 0.5 ) % Change in valuation allowance ( 26.7 ) % ( 22.1 ) % 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): F-36 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 20,135 $ 17,837 Sec 362 basis Step-up 440 439 Deferred compensation 1,389 1,929 Fixed assets ( 438 ) 17 Employee stock based compensation 1,740 1,299 Allowance for doubtful accounts 1,043 1,018 Realized gain/loss on investments 1,702 1,001 Other 2,466 682 Total deferred tax assets 28,477 24,222 Deferred tax liabilities: Passthrough income/loss from partnerships ( 11,794 ) ( 12,196 ) Other 1,176 ( 323 ) Total deferred tax liabilities ( 10,618 ) ( 12,519 ) Valuation allowance ( 17,859 ) ( 11,703 ) Net deferred tax assets $ — $ — As of December 31, 2025, the Company had approximately $ 81.6 million and $ 80.7 million of federal and state net operating losses (“NOL”), respectively, available to offset future taxable income. As of December 31, 2024, the Company had approximately $ 72.3 million and $ 71.3 million of federal and state NOL, respectively, available to offset future taxable income. The federal NOLs arising in 2017 and prior, if not utilized, begin expiring in the year 2035. Federal NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely but are subject to an 80% of taxable income limitation. The Arizona state NOLs arising in 2015, if not utilized, begin expiring in the year 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s federal NOL carryovers may be limited in the event of a change in control of ownership. In assessing the need for a valuation allowance against its net deferred tax assets, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considered cumulative tax losses as a significant piece of negative evidence and established a full valuation allowance of $ 17.9 million and $ 11.7 million against the Company’s net deferred tax assets as of December 31, 2025 and 2024, respectively. The changes to the Company’s valuation allowance during the years ended December 31, 2025 and 2024 were as follows (in thousands): Years Ended December 31, 2025 2024 Valuation allowance at the beginning of the year $ 11,703 $ 6,972 Changes in valuation allowance recorded during the year 6,156 4,731 Valuation allowance at the end of the year $ 17,859 $ 11,703 The Company and its subsidiaries are subject to the following significant taxing jurisdictions: 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. Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the tax returns. We are currently open to audit under the statute of limitations by the United States Internal Revenue Service as well as state taxing authorities for the past four years (three years in some states). However, due to NOL carryforwards not being utilized, all periods are open to potential examinations. Any penalties and interest related to unrecognized tax benefits would be classified as income tax expense in the accompanying consolidated statements of operations. F-37 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We apply U.S. GAAP related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We do not believe that there are any positions taken by the Company which would require recognition or disclosure in these financial statements for the years ended December 31, 2025 and 2024. Note 11 – Supplemental Cash Flow Disclosures Supplemental cash flow information consisted of the following for the years ended December 31, 2025 and 2024 (in thousands): Years Ended December 31, 2025 2024 Supplemental Disclosure of Cash Flow Information Cash paid for interest, none of which was capitalized for the years ended December 31, 2025 and 2024, respectively $ 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 $ 1,066 $ 6,190 Supplemental Disclosures of Non-Cash Investing and Financing Activities Decrease in notes receivable - related party due to return of capital from investments $ — $ 500 Decrease in notes receivable - related party due the payment of accounts payable $ — $ 107 Increase in notes receivable - related party due to deconsolidation of VIEs $ — $ 7,351 Decrease in due from related party due to non-cash investment rollover $ — $ 200 Increase in accounts receivable - related party due to deconsolidation of VIEs $ — $ 3,752 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 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 Investments in unconsolidated entities included in accrued expenses $ — $ 41 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 $ — F-38 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2025 2024 Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds Increase in notes receivable - related party due to transfer of pursuit costs $ — $ 1,151 Decrease in notes receivable - related party due to return of capital from investments $ — $ 1,300 Decrease in notes receivable related party due to payment of accounts payable $ 3 $ 263 Increase in notes receivable - related party due to deconsolidation of VIEs $ — $ 22,746 Increase in notes payable - related party due to deconsolidation of VIEs $ — $ 2,047 Conversion of line of credit to term loan $ — $ 4,500 Cost of real estate investments included in accounts payable $ — $ 40 Contributions from noncontrolling interests in connection with settlement of notes payable - related party $ — $ 2,531 Consolidation of VIEs Real estate investments, net $ 608 $ — Intangible assets, net $ 46,330 $ — Operating lease - right of use assets $ 10,757 $ — Prepaid and other assets $ 244 $ — Notes payable, net $ 22,003 $ — Accounts payable and accrued expenses $ 1,083 $ — Due to related parties $ 859 $ — Operating lease liabilities $ 10,757 $ — Other liabilities $ 1 $ — Noncontrolling interests $ 22,717 $ — Deconsolidation of VIEs Real estate investments, net $ 33,319 $ 137,571 Accounts receivable, net $ 159 $ 3,071 Notes receivable - related parties $ 5,450 $ 54,496 Operating lease - right of use assets $ — $ 10,324 Prepaid and other assets $ 376 $ 9,579 Due from related parties $ 447 $ 20 Due to related parties $ — $ 1,049 Notes payable, net $ 22,033 $ 98,639 Notes payable - related parties $ — $ 12,055 Accounts payable and accrued expenses $ 1,070 $ 11,338 Operating lease liabilities $ — $ 13,957 Other liabilities $ 381 $ 1,293 Noncontrolling interests $ 15,805 $ 29,041 Note 12 – Commitments and Contingencies Commitments and Contingencies of the Company Environmental Matters In connection with the ownership and operation of real estate assets, the Company may potentially be liable for costs and damages related to environmental matters. The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition nor has it not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on the Company’s financial condition or results of operations. F-39 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Caliber Tax Advantaged Opportunity Fund LP Caliber O-Zone Fund Manager, LLC (the “CTAF Fund Manager”) is a wholly owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Fund LP (“CTAF”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF limited partners does not equal or exceed an amount equal to a 6 % IRR for the limited partners, the CTAF Fund Manager shall immediately contribute to CTAF funds in order to meet this minimum requirement for payment to the CTAF limited partners. As of December 31, 2025 and 2024, the Company estimated the fair value of CTAF was less than the 6 % IRR for the limited partners. Caliber Tax Advantaged Opportunity Fund II LLC Caliber O-Zone Fund II Manager, LLC (the “CTAF II Fund Manager”) is a wholly owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Zone Fund II LLC (“CTAF II”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF II investor members does not equal or exceed an amount equal to a 6 % IRR for the investor members, the CTAF II Fund Manager shall immediately contribute to CTAF II funds in order to meet this minimum requirement for payment to the CTAF II investor members. As of December 31, 2025 and 2024, the Company estimated the fair value of CTAF II was less than the 6 % IRR for the investor members. Commitments and Contingencies of the Consolidated Funds Franchise Agreements 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 Basic earnings per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting of stock options and warrants using the treasury stock method, and convertible debt and preferred stock using the if-converted method. The Company considered the two-class method in calculating the basic and diluted earnings per share, however, it was determined that there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common stockholders as Class A and Class B common stock share in the same earnings and profits, thus, having no impact on the calculation. 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. F-40 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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): Years Ended December 31, 2025 2024 Numerator: Net loss attributable to CaliberCos Inc. $ ( 21,798 ) $ ( 19,777 ) Preferred stock dividends — — Convertible debt interest — 82 Net loss attributable to common shareholders of CaliberCos Inc. $ ( 21,798 ) $ ( 19,695 ) Denominator: Weighted average shares outstanding - basic 2,830 1,100 Dilutive shares - options, net — — Dilutive shares - warrants, net — — Dilutive shares - preferred shares — — Dilutive shares - convertible debt, net — — Weighted average shares outstanding - diluted 2,830 1,100 Basic net loss per share attributable to common shareholders $ ( 7.70 ) $ ( 17.90 ) 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 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): Years Ended December 31, 2025 2024 Additional common shares, if stock options were exercised 128 127 Additional common shares, if warrants were exercised 129 1 Additional common shares, if preferred shares were converted 490 125 Additional common shares, if convertible debt were converted 15 7 762 260 Note 14 – Fair Value of Financial Instruments Fair Value of Financial Instruments of the Company Fair values of financial instruments held by the Company are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The 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): F-41 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The 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 Note Payable Carrying Value Fair Value Carrying Value Fair Value Southpointe Fundco, LLC $ 1,050 $ 1,069 $ 1,050 $ 1,023 West Frontier, LLC $ 5,055 $ 2,335 $ 4,796 $ 3,701 Note 15 – Derivative Instruments Risk Management Objective of Using Derivatives The consolidated funds utilize derivative instruments, including interest rate caps and swaps, to reduce interest rate risk associated with its borrowings. 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, 2025 and 2024, the consolidated funds did not have any derivatives designated as hedging instruments. Derivatives Not Designated as Hedging Instruments 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, Type of Derivative 2025 2024 Interest rate swap (1) Consolidated funds - hospitality expenses $ — $ 346 Interest rate cap (2) Consolidated funds - hospitality expenses — ( 35 ) Total $ — $ 311 ______________________________ (1) During the year ended December 31, 2024, the interest rate swap was terminated. (2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds. F-42 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Common Stock The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors. The holders of common stock shall at all times vote together as one class on all matters. Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock 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 available for distribution after giving effect to any liquidation preference of shares of preferred stock. The holders of Class A common stock shall not have any conversion, redemption, or other preemptive rights. The holders of Class B common stock are entitled to a conversion upon notice or an automatic conversion upon transfer at which time the Class B Common stockholder will be entitled to one fully paid and nonassessable share of Class A common stock. In addition, Class B common stock shall not have any redemption or other preemptive rights. Warrants 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 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 F-43 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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. 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. 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: December 31, 2025 2024 Expected term (in years) 6.13 6.13 Volatility 35 % - 36 % 35 % - 36 % Dividend Yield 0.00 % 0.00 % Risk-free rate 3.69 % - 4.16 % 3.63 % - 4.52 % Grant date fair value $ 2.55 $ 6.33 The following table details option activity of the Company for the years ended December 31, 2025 and 2024: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding December 31, 2023 113,752 $ 84.51 4.77 $ 535 Granted - Employee 11,896 14.90 — — Granted - Nonemployee 30,398 14.76 — — Forfeited ( 3,613 ) 107.88 — — Expired ( 10,031 ) 100.14 — — Outstanding December 31, 2024 142,402 62.11 5.26 52 Granted - Nonemployee 34,920 5.99 — — Forfeited ( 8,752 ) 61.46 — — Expired ( 28,923 ) 91.73 — — Outstanding December 31, 2025 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. F-44 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Restricted Stock Units Weighted Average Fair Value Unvested restricted stock units at December 31, 2023 154,548 $ 31.90 Granted - Employee 252,429 17.28 Vested ( 62,370 ) 30.31 Forfeited ( 31,614 ) 24.15 Unvested restricted stock units at December 31, 2024 312,993 21.21 Granted - Employee 146,858 5.85 Vested ( 171,652 ) 14.18 Forfeited ( 89,952 ) 19.77 Unvested restricted stock units at December 31, 2025 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 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 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 F-45 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. Loeffler. The Company’s CODM assesses performance and allocates resources based on the results of Platform operations. 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 funds (intercompany eliminations required by U.S. GAAP) and noncontrolling interests. Operating costs consist primarily of payroll-related costs that are provided quarterly to the CODM. Platform payroll and payroll related costs were $ 12.2 million and $ 17.8 million for the years ended December 31, 2025 and 2024, respectively. 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. F-46 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES 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 Platform Impact of Consolidated Funds Consolidated Revenues Fund management fees $ 11,281 $ ( 403 ) $ 10,878 Financing fees 643 ( 282 ) 361 Development and construction fees 2,442 ( 79 ) 2,363 Brokerage fees 789 — 789 Total asset management 15,155 ( 764 ) 14,391 Performance allocations 33 ( 6 ) 27 Total Platform revenue $ 15,188 $ ( 770 ) $ 14,418 Year Ended December 31, 2024 Platform Impact of Consolidated Funds Consolidated Revenues Fund management fees $ 12,318 $ ( 3,109 ) $ 9,209 Financing fees 650 ( 254 ) 396 Development and construction fees 6,751 ( 331 ) 6,420 Brokerage fees 844 10 854 Total asset management 20,563 ( 3,684 ) 16,879 Performance allocations 379 ( 21 ) 358 Total Platform revenue $ 20,942 $ ( 3,705 ) $ 17,237 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): F-47 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2025 Unconsolidated Impact of Consolidated Funds Consolidated Revenues Asset management $ 15,155 $ ( 764 ) $ 14,391 Performance allocations 33 ( 6 ) 27 Consolidated funds – hospitality revenue — 5,057 5,057 Consolidated funds – other revenue — 622 622 Total revenues 15,188 4,909 20,097 Expenses Operating costs 2,274 ( 607 ) 1,667 Payroll and payroll related costs 12,181 — 12,181 General and administrative 5,796 ( 41 ) 5,755 Marketing and advertising 795 1 796 Depreciation and amortization 691 ( 27 ) 664 Consolidated funds – hospitality expenses — 4,743 4,743 Consolidated funds – other expenses — 1,865 1,865 Total expenses 21,737 5,934 27,671 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 Interest expense ( 6,712 ) — ( 6,712 ) Net loss before income taxes ( 21,230 ) ( 1,797 ) ( 23,027 ) Provision for income taxes — — — Net loss ( 21,230 ) ( 1,797 ) ( 23,027 ) Net loss attributable to noncontrolling interests — ( 1,229 ) ( 1,229 ) Net loss attributable to CaliberCos Inc. $ ( 21,230 ) $ ( 568 ) $ ( 21,798 ) F-48 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2024 Platform Impact of Consolidated Funds Consolidated Revenues Asset management $ 20,563 $ ( 3,684 ) $ 16,879 Performance allocations 379 ( 21 ) 358 Consolidated funds – hospitality revenue — 26,476 26,476 Consolidated funds – other revenue — 7,406 7,406 Total revenues 20,942 30,177 51,119 Expenses Operating costs 7,139 ( 965 ) 6,174 Payroll and payroll related costs 17,765 — 17,765 General and administrative 6,817 ( 41 ) 6,776 Marketing and advertising 751 — 751 Depreciation and amortization 598 ( 5 ) 593 Consolidated funds – hospitality expenses — 26,503 26,503 Consolidated funds – other expenses — 5,870 5,870 Total expenses 33,070 31,362 64,432 Other expense, net ( 2,654 ) ( 439 ) ( 3,093 ) Interest income 559 ( 199 ) 360 Interest expense ( 5,424 ) — ( 5,424 ) Net loss before income taxes ( 19,647 ) ( 1,823 ) ( 21,470 ) Provision for income taxes — — — Net loss ( 19,647 ) ( 1,823 ) ( 21,470 ) Net loss attributable to noncontrolling interests — ( 1,693 ) ( 1,693 ) Net loss attributable to CaliberCos Inc. $ ( 19,647 ) $ ( 130 ) $ ( 19,777 ) F-49 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present a reconciliation of Platform assets to the most comparable U.S. GAAP measure for the years ended December 31, 2025 and 2024 (in thousands): December 31, 2025 Platform Impact of Consolidated Funds Consolidated Assets Cash $ 2,538 $ — $ 2,538 Restricted cash 2,628 — 2,628 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 Investments in unconsolidated entities 11,629 ( 5 ) 11,624 Operating lease - right of use assets 3,712 ( 3,614 ) 98 Prepaid and other assets 2,740 ( 372 ) 2,368 Total assets $ 69,987 $ ( 4,758 ) $ 65,229 December 31, 2024 Platform Impact of Consolidated Funds Consolidated Assets Cash $ 1,766 $ — $ 1,766 Restricted cash 2,582 — 2,582 Real estate investments, net 21,782 ( 210 ) 21,572 Notes receivable - related parties 230 ( 125 ) 105 Due from related parties 11,143 ( 4,178 ) 6,965 Investments in unconsolidated entities 16,061 ( 418 ) 15,643 Operating lease - right of use assets 4,042 ( 3,895 ) 147 Prepaid and other assets ( 529 ) 4,030 3,501 Total assets $ 57,077 $ ( 4,796 ) $ 52,281 Note 19 – Subsequent Events 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. 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. F-50 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. F-51