CWD 10-Q
CaliberCos Inc. (CWD)
10-Q
2026-08-14
For: 2026-06-30
View Original
Added on
August 14, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission file number 001-41703
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
( | ||||||||
| Registrant’s telephone number, including area code | ||||||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of August 11, 2026, there were 10,384,653 shares of Class A common stock of CaliberCos Inc. issued and outstanding.
Explanatory Note
In this report, the term “Company” refers to CaliberCos Inc. and its wholly-owned subsidiaries. The “Consolidated Funds” refers to the Company’s consolidated variable interest entities. The “Consolidated Company”, “Caliber”, “we”, “us”, and “our” refers to the Company and the Consolidated Funds collectively.
This quarterly report on Form 10-Q includes forward-looking statements within the meaning of the federal securities laws. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the operating results and financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, statements about:
•estimates of our expenses, future revenues, capital requirements and our needs for additional financing;
•our estimates of the size of our market opportunities;
•our ability to effectively manage our growth;
•our ability to successfully enter new markets, manage our growth expansion and comply with any applicable laws and regulations;
•the effects of increased competition from our market competitors;
•significant disruption in, or breach in security of, our information technology systems and resultant interruptions in service and any related impact on our reputation;
•the attraction and retention of qualified employees and key personnel;
•the effectiveness of our internal controls;
•changes in laws and government regulation affecting our business;
•the impact of adverse economic conditions;
•the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness; and
•outcomes of legal or administrative proceedings.
In addition, in this report, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential” and similar expressions, as they relate to our Company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Forward-looking statements speak only as of the date of this report. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
You should read this report and the documents that we reference in this report and have filed with the Securities and Exchange Commission (“SEC”) as exhibits to this report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
Table of Contents
| Page | ||||||||
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Real estate investments, net | |||||||||||
| Digital assets | |||||||||||
Notes receivable - related parties, allowance of $ | |||||||||||
Due from related parties, net of allowance of $ | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Operating lease - right of use assets | |||||||||||
| Prepaid and other assets | |||||||||||
| Assets of consolidated funds | |||||||||||
| Cash | |||||||||||
| Restricted cash | |||||||||||
| Real estate investments, net | |||||||||||
| Intangible assets, net | |||||||||||
| Notes receivable - related parties | |||||||||||
| Due from related parties | |||||||||||
| Operating lease - right of use assets | |||||||||||
| Prepaid and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Notes payable, net | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
Series AA cumulative redeemable preferred stock, net of issuance costs, $ | |||||||||||
| Due to related parties | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Liabilities of consolidated funds | |||||||||||
| Notes payable, net | |||||||||||
| Notes payable - related parties | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Due to related parties | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 11) | |||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
| June 30, 2026 | December 31, 2025 | ||||||||||
Series A non-cumulative convertible preferred stock, $ | $ | $ | |||||||||
Series B convertible preferred stock, $ | |||||||||||
Series AAA convertible preferred stock, $ | |||||||||||
Common stock Class A, $ | |||||||||||
Common stock Class B, $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Stockholders’ (deficit) equity attributable to CaliberCos Inc. | ( | ||||||||||
| Stockholders’ equity attributable to noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Asset management revenues | $ | $ | $ | $ | |||||||||||||||||||
| Performance allocations | ( | ( | |||||||||||||||||||||
| Consolidated funds – hospitality revenues | |||||||||||||||||||||||
| Consolidated funds – other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating costs | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Consolidated funds – hospitality expenses | |||||||||||||||||||||||
| Consolidated funds – other expenses | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Other loss, net | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of digital assets | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Benefit from income taxes | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted net loss per share attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(AMOUNTS IN THOUSANDS)
| Common Stock | Paid in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2025 | $ | — | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of common stock | ( | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest holders | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidation of VIEs | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to preferred stockholders | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2026 | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock, net of issuance costs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of common stock | ( | — | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest holders | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of June 30, 2026 | $ | — | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(AMOUNTS IN THOUSANDS)
| Common Stock | Paid in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2024 | $ | — | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock, net of issuance costs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest holders | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest holders | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2025 | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest holders | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of VIEs | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of June 30, 2025 | $ | — | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(AMOUNTS IN THOUSANDS)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows From Operating Activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Non-cash lease expense | ( | |||||||||||||
| Non-cash interest expense | ||||||||||||||
| Equity-based compensation | ||||||||||||||
| Change in fair value of digital assets | ||||||||||||||
| Loss on disposal of furniture, fixtures and equipment | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Loss on investments in unconsolidated entities | ||||||||||||||
| Loss on notes receivable - related parties | ||||||||||||||
| Impairment | ||||||||||||||
| Accretion of above-market/below market leases and straight-line rent, net | ( | ( | ||||||||||||
| Amortization of deferred financing costs and notes payable discount | ||||||||||||||
| Bad debt expense | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Due from related parties | ( | ( | ||||||||||||
| Prepaid expenses, right-of-use assets and other assets | ||||||||||||||
| Accounts payable and accrued expenses | ( | |||||||||||||
| Due to related parties | ||||||||||||||
| Lease liabilities and other liabilities | ( | |||||||||||||
| Adjustments to reconcile net loss to net cash from operating activities of consolidated funds: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Loss on the disposition of real estate | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Amortization of above-market/below market leases and straight-line rent, net | ||||||||||||||
| Amortization of deferred financing costs and notes payable premium | ( | |||||||||||||
| Bad debt expense | ||||||||||||||
| Changes in operating assets and liabilities of consolidated funds: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Due from related parties | ( | ( | ||||||||||||
| Prepaid expenses, right-of-use assets and other assets | ( | ( | ||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||
| Due to related parties | ( | |||||||||||||
| Lease liabilities and other liabilities | ( | ( | ||||||||||||
| Net cash used in the Company's operating activities | ( | ( | ||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(AMOUNTS IN THOUSANDS)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows From Investing Activities | ||||||||||||||
| Investments in real estate assets | ( | ( | ||||||||||||
| Purchases of digital assets | ( | |||||||||||||
| Proceeds from the sale of digital assets | ||||||||||||||
| Investments in unconsolidated entities | ( | |||||||||||||
| Return of capital from unconsolidated entities | ||||||||||||||
| Funding of notes receivable - related parties | ( | ( | ||||||||||||
| Payment received on notes receivable - related parties | ||||||||||||||
| Cash Flows From Investing Activities of consolidated funds | ||||||||||||||
| Consolidation of VIEs | ||||||||||||||
| Deconsolidation of VIEs | ( | |||||||||||||
| Investments in real estate assets | ( | ( | ||||||||||||
| Funding of notes receivable - related parties | ( | |||||||||||||
| Payment received on notes receivable - related parties | ||||||||||||||
| Net cash provided by (used in) the Company's investing activities | ( | |||||||||||||
| Cash Flows From Financing Activities | ||||||||||||||
| Payment of deferred financing costs | ( | |||||||||||||
| Proceeds from notes payable | ||||||||||||||
| Repayments of notes payable | ( | ( | ||||||||||||
| Proceeds from the issuance of common stock, net of issuance costs | ||||||||||||||
| Proceeds from the issuance of preferred stock, net of issuance costs | ( | |||||||||||||
| Proceeds from the issuance of redeemable preferred stock, net of issuance costs | ||||||||||||||
| Dividends to preferred stockholders | ( | |||||||||||||
| Cash Flows From Financing Activities of consolidated funds | ||||||||||||||
| Payment of deferred financing costs | ( | ( | ||||||||||||
| Proceeds from notes payable | ||||||||||||||
| Repayments of notes payable | ( | ( | ||||||||||||
| Contributions from noncontrolling interest holders | ||||||||||||||
| Distributions to noncontrolling interest holders | ( | |||||||||||||
| Net cash provided by the Company's financing activities | ||||||||||||||
| Net Change in Cash and Restricted Cash | ( | ( | ||||||||||||
| Cash and Restricted Cash at Beginning of Period | ||||||||||||||
| Cash and Restricted Cash at End of Period | $ | $ | ||||||||||||
| Reconciliation of Cash and Restricted Cash | ||||||||||||||
| Cash at beginning of period | $ | $ | ||||||||||||
| Restricted cash at beginning of period | ||||||||||||||
| Cash and restricted cash at beginning of period | ||||||||||||||
| Cash at end of period | ||||||||||||||
| Restricted cash at end of period | ||||||||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED 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 follows a 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 June 30, 2026, the Company has operations in Arizona which focus on managing hospitality, multifamily, and multi-tenant industrial real estate investments across the United States.
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 condensed 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 condensed consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for details.
Reverse Stock Split: 1-for-20
As previously disclosed, 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.
ATM Equity Distribution Agreement
In August 2025, the Company entered into an at-the-market (“ATM”) equity distribution agreement providing for the issuance and sale of up to $10.3 million of its Class A common stock. During the three and six months ended June 30, 2026, the Company issued 1,336,734 shares and 1,386,041 shares, respectively, under the ATM program, resulting in net proceeds of $1.7 and $1.8 million, respectively. As of June 30, 2026, the Company had issued an aggregate of 3,057,609 shares under the agreement for net proceeds of $10.2 million.
Liquidity and Going Concern
The accompanying condensed 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 June 30, 2026, the Company’s corporate note portfolio consisted of 148 unsecured notes with an aggregate principal balance of $26.2 million, compared to 178 unsecured notes with an aggregate principal balance of $29.6 million at December 31, 2025 and 195 unsecured notes with an aggregate principal balance of $33.0 million at June 30, 2025, a 20.6 % decrease year over year. 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. As of August 13, 2026, an aggregate of $21.0 million of corporate and convertible notes mature within the 12-month period subsequent to when these condensed consolidated financial statements were issued.
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company has incurred recurring operating losses and negative cash flow from operations, and may experience additional operating losses and negative cash flow in the near term. The Company does not have sufficient cash and other liquid assets on-hand to satisfy these maturities in full. 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 the Company’s near-term maturities and the status of related plans intended to address them.
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 executing on the following strategies, which the Company has been actively pursuing during 2025 and the first half of 2026:
i.Reg A+ Series AA Preferred Stock Offering. Raise up to $20.0 million of Series AA Preferred Stock through the Company’s Reg A+ offering, which was qualified on March 12, 2025. From program inception through August 13, 2026, the Company has raised $8.1 million in proceeds from its Series AA Preferred Stock.
ii.Note Refinancing into 36-Month Term Program. Refinance existing 12 -month term corporate notes into the Company’s 36 -month term corporate note program. From program inception through August 13, 2026, the Company has refinanced $6.7 million of 12 -month term corporate notes into the 36 -month term program.
iii.Note Conversion Program. Convert corporate notes into shares of Caliber Class A common stock or Series AAA Convertible Preferred Stock through the Company’s note conversion program (the “Program”), launched in October 2025. Under the Program, holders of outstanding promissory notes may elect to convert all or part of their notes into Class A common stock at a per share conversion price equaling the lower of (i) the average closing price of the Company’s Class A common stock over the five trading days prior to the execution, or (ii) the closing bid price of the Company’s Class A common stock the business day preceding execution, or, alternatively into shares of Series AAA Convertible Preferred Stock. From program inception through August 13, 2026, the Company has successfully converted $3.8 million of corporate notes into 2,269,677 shares of Class A common stock at conversion prices ranging from $1.06 to $3.72 per share, and an additional $1.5 million of corporate notes into 1,529 shares of Series AAA Convertible Preferred Stock.
iv.Equity Issuances Through ELOC and ATM Facilities. Raise additional equity through the Company’s existing equity line of credit (“ELOC”) and at-the-market (“ATM”) facilities, with a portion of the proceeds allocated to general corporate purposes. From program inception through August 13, 2026, the Company generated $41.1 million in net cash from equity issuances across all sources.
In addition to the financing actions noted, management continues to execute various plans implemented to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with actions taken in prior reporting periods, these plans include: i) further reducing operating costs, including the workforce reductions implemented in 2025 that are expected to generate annualized cost savings of $3.9 million in compensation and employee benefit expenses in 2026; ii) collecting all or part of the Company’s $11.2 million in accounts receivable; iii) collecting all or part of its $11.4 million in investments from its managed funds, iv) continuing to expand fundraising channels and managed capital; v) selling or accepting outside investment into the Company’s corporate headquarters; vi) placing debt on unencumbered assets; and vii) generating planned cash flow from operations through the execution of the Company’s existing project pipeline.
During the six months ended June 30, 2026, the Company executed against these plans and, among other things: (i) collected $4.9 million in notes receivable from related parties; (ii) collected $7.4 million in accounts receivable; (iii) issued $3.4 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) converted $3.5 million of corporate notes into Class A common stock and Series AAA Convertible Preferred Stock. As a result of these and prior period actions, the Company’s aggregate corporate note balance decreased from $29.6 million at December 31, 2025 to $26.2 million at June 30, 2026.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
After consideration of the implemented and planned actions, management concluded these plans depend on actions of third parties; including noteholders, investors, lenders, and counterparties, and accordingly cannot be deemed probable of being effectively implemented under ASC 205-40 Presentation of Financial Statements—Going Concern. 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.
Management continues to pursue these plans and advance its existing project pipeline to address the near-term funding gap; however, no assurance can be provided that such plans will be successful or implemented in a timely manner sufficient to 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 condensed consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S. GAAP. The accompanying condensed 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 condensed 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 we are the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE.
Voting Interest Entities
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”). For VOEs, the Company consolidates an entity if it has a controlling financial interest. The Company has a controlling financial interest in a VOE if (i) for legal entities other than partnerships, the Company owns a majority voting interest in the entity or, for limited partnerships and similar entities, the Company owns a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that the Company does not control the entity.
Interim Unaudited Financial Data
The Company’s condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements, including notes, are unaudited, exclude some of the disclosures required for annual consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Use of Accounting Estimates
The preparation of our condensed 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 Corporation (“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 (“ASU”) 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 (“DAT”) strategy.
The Company initially records its LINK purchases at cost, with any subsequent changes in fair value recognized as incurred in the Company's condensed consolidated statements of operations. The fair value of the Company’s LINK is adjusted and disclosed within the Company's condensed 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.
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 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
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
earnings or loss from equity method investments is included in other income (expenses), net on the accompanying condensed 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.
As of June 30, 2026 and December 31, 2025, the carrying amount of the Company’s investments in unconsolidated entities was $11.4 million and $11.6 million, net of $7.2 million and $6.9 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 three and six months ended June 30, 2026, the Company had impairment losses of $0.2 million and $0.4 million, respectively, related to its investments in unconsolidated entities. For the three and six months ended June 30, 2025, the Company had impairment losses of $2.1 million and $2.3 million, respectively, related to its investments in unconsolidated entities.
Depreciation and Amortization Expense
For the three and six months ended June 30, 2026, depreciation expense for the Company was $0.1 million and $0.3 million, respectively. For the three and six months ended June 30, 2025, depreciation expense for the Company was $0.2 million and $0.3 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 three and six months ended June 30, 2026 and 2025, the Company had no
Concentration of Credit Risk
Substantially all of the Company’s revenues are generated from activities completed through its Platform, including the management, ownership and/or operations of real estate assets located across the United States. 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;
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NOTES TO CONDENSED 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
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 condensed 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 condensed 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
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NOTES TO CONDENSED 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 condensed 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 condensed 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 when 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 ratably over time as the performance obligation(s) is satisfied. These revenues are included in asset management revenues in the accompanying condensed 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 condensed 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 the Company manages, based on a contractual formula. The Company typically receives 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 condensed consolidated statements of operations.
Allowance for Credit Losses
The Company estimates an allowance for credit losses for financial assets measured at amortized cost, including accounts receivable and related party loans, in accordance with ASC 326, Financial Instruments – Credit Losses. The allowance represents management’s estimate of current expected credit losses over the contractual life of the financial assets, considering historical experience, current conditions, and reasonable and supportable forecasts. The Company’s financial assets primarily consist of receivables and loans associated with real estate assets held within managed investment funds. The collectability of these amounts is generally dependent on the performance, value, and liquidity of the underlying real estate assets rather than fixed contractual payment schedules.
To estimate expected credit losses, the Company utilizes a methodology that incorporates the expected recovery of underlying collateral and project-level cash flows. The Company performs periodic valuations of the underlying real estate assets using a combination of income, market, and cost approaches, with a primary reliance on discounted cash flow (“DCF”) analyses. These valuations incorporate assumptions regarding future operating performance, lease-up timing, inflation, rental rates, discount rates, and exit capitalization rates, as applicable, which reflect market participant expectations.
The Company evaluates the recoverability of its financial assets by comparing the estimated fair value of the underlying real estate assets to the total obligations within the applicable capital structure, including the Company’s receivables and loans. This analysis includes a hypothetical liquidation scenario to assess whether the estimated asset value is sufficient to satisfy outstanding obligations.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The assumptions used in the Company’s valuation models inherently reflect uncertainty and risk factors, including variability in projected cash flows, development timelines, and market conditions. These assumptions represent risk-adjusted, probability-informed estimates within a range of possible outcomes, although the Company does not explicitly assign probability weights to multiple scenarios. In addition, the Company evaluates the sensitivity of its valuations to changes in key assumptions, such as capitalization rates, operating performance, and timing of cash flows, to assess the potential impact of reasonably possible adverse conditions. The Company also considers its historical experience, together with current market conditions and the expected performance of the underlying real estate assets. Due to the nature of these financial assets, which are dependent on asset-level performance and capital events, the aging of receivables is not considered a primary indicator of credit risk.
The table below details the activities of credit losses during the three and six months ended June 30, 2026 and 2025 (in thousands):
| Balances as of December 31, 2025 | $ | ||||
Provision | |||||
| Recoveries | ( | ||||
| Net charge-offs | ( | ||||
| Balances as of March 31, 2026 | $ | ||||
Provision | |||||
| Recoveries | ( | ||||
| Net charge-offs | |||||
| Balances as of June 30, 2026 | |||||
| Balances as of December 31, 2024 | $ | ||||
Provision | |||||
| Recoveries | |||||
| Net charge-offs | |||||
| Balances as of March 31, 2025 | $ | ||||
Provision | |||||
| Recoveries | |||||
| Net charge-offs | |||||
| Balances as of June 30, 2025 | |||||
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 June 30, 2026 and December 31, 2025. For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.
Lessee
To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.
The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes.
The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.
The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.
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 Company’s 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 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.
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).
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies of Consolidated Funds
Accounting for Real Estate Investments
Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired.
Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. 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.
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. For the three and six months ended June 30, 2026, amortization related to intangible leases of the consolidated funds was $0.2 million and $0.4 million, respectively. The consolidated funds did not
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 to seven years beginning in the first full month the asset is placed in service.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2026, depreciation expense of the consolidated funds was $0.6 million and $0.8 million, respectively. For the three and six months ended June 30, 2025, depreciation expense of the consolidated funds was $0.4 million and $1.4 million, respectively.
Impairment of Long-Lived Assets
Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If 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 three and six months ended June 30, 2026 and 2025, the consolidated funds did not
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.
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
In May 2025, the Company deconsolidated DoubleTree by Hilton Tucson Convention Center (“TCC”), which was the only consolidated fund with hospitality revenues. Accordingly, following the deconsolidation of TCC, the Company no longer has hospitality revenue. The below policy applies to hospitality revenue recognized prior to the deconsolidation of TCC.
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 on a daily basis, as the rooms are occupied, and the services have been rendered.
For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying condensed 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 $1.1 million and $1.7 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2025, 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 June 30, 2026. 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 considered to be 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.
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 the 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.
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•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
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 condensed 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 amendments in ASU 2025-05 were adopted by the Company as of January 1, 2026, and the Company elected not to adopt the practical expedient. There was no material impact to the Company's condensed consolidated financial statements as a result of the adoption.
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 U.S. 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 condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes amendments to various topics in the Accounting Standards Codification to clarify or correct existing guidance. The amendments address areas including earnings per share, lease receivables, and accounting for certain financial instruments. The Company is currently evaluating the impact of this standard but does not expect adoption to have a material effect on its condensed consolidated financial statements.
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 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the six months ended June 30, 2026, the Company consolidated Commons Fundco, LLC (“Commons”), a VIE which refinanced a loan secured by a residential property it owns. With the refinancing of this loan, the Company was determined to be the primary beneficiary as the Company has the power to direct the activities of Commons and the obligation to absorb their losses through its guarantee of their indebtedness, which is significant to the fund. No VIEs were consolidated during the six months ended June 30, 2025. The consolidation of Commons consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):
| March 31, 2026 | |||||
| Assets | |||||
| Cash | $ | ||||
| Restricted cash | |||||
| Real estate investments, net | |||||
| Notes receivable - related parties | |||||
| Due from related parties | |||||
| Prepaid and other assets | |||||
| Total assets | $ | ||||
| Liabilities | |||||
| Notes payable, net | $ | ||||
| Accounts payable and accrued expenses | |||||
| Due to related parties | |||||
| Other liabilities | |||||
| Total liabilities | |||||
| Stockholders’ equity | |||||
| Total liabilities and stockholders’ equity | $ | ||||
During 2025 the Company deconsolidated DoubleTree by Hilton Tucson Convention Center (TCC), and the Company’s investment in these assets are no longer eliminated and are included in investments in unconsolidated entities on the accompanying condensed consolidated balance sheets dated June 30, 2026 and December 31, 2025.
See Note 11 – Commitments and Contingencies for information related to the commitments and contingencies of these VIEs.
Note 4 – Digital Assets
The Company accounts for its digital assets, which are comprised solely of LINK tokens, 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 change in fair value of digital assets within the accompanying condensed consolidated statements of operations.
At June 30, 2026, the Company held 229,203 LINK tokens and one Ethereum (‘ETH”) token, with an aggregate cost basis of $4.9 million and an aggregate fair value of $1.7 million. The fair value of per token of LINK and ETH was $7.20 and $2,049.91 , respectively. At December 31, 2025, the Company held 562,535 LINK tokens with an aggregate cost basis of $12.6 million and a fair value of $6.8 million, or $12.18 per token. The Company had no LINK or ETH holdings during the three and six months ended June 30, 2025.
During the three and six months ended June 30, 2026, the Company purchased zero and 100 LINK tokens, respectively, for aggregate consideration of $1.1 thousand during the six month period, and zero and one Ethereum token, respectively, for $3.0 thousand during the six month period. The Company did not purchase any digital assets during the corresponding periods in the prior year.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the three and six months ended June 30, 2026, the Company sold 278,357 and 333,432 , LINK tokens, respectively, as part of its digital asset treasury management activities, generating proceeds of $2.5 million and $3.0 million, respectively. The Company redeployed the proceeds to support project-level real estate Platform financings. In connection with these sales, the Company recognized an immaterial realized gain during the three months ended June 30, 2026 and a realized loss of $0.1 million during the six months ended June 30, 2026.
During the three and six months ended June 30, 2026 the Company recognized unrealized losses on digital assets of $0.4 million and $2.1 million, respectively. Realized and unrealized gains and losses on digital assets are included in change in fair value of digital assets in the condensed consolidated statements of operations.
The following table summarizes the Company’s combined realized and unrealized losses on digital assets calculated consistent with ASU 2023-08 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Change in fair value of digital assets | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Note 5 – Prepaid and Other Assets
Prepaid and Other Assets of the Company
Prepaid and other assets of the Company consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Pursuit costs (1) | $ | $ | |||||||||
| Prepaid expenses | |||||||||||
| Accounts receivable, net | |||||||||||
| Deposits | |||||||||||
| Finance lease - right of use assets | |||||||||||
| Other assets | |||||||||||
| Total prepaid and other assets | $ | $ | |||||||||
(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. | |||||||||||||
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NOTES TO CONDENSED 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 June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Deposits | |||||||||||
| Accounts receivable, net | |||||||||||
Other assets (1) | |||||||||||
| Total prepaid and other assets | $ | $ | |||||||||
(1) | Other assets primarily consist of accrued straight-line rental receivables related to portions of the Company’s owned headquarters which are leased to third-party tenants. | |||||||||||||
Note 6 – Notes Payable
Notes Payable of the Company
Notes payable consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
| Notes Payable | June 30, 2026 | December 31, 2025 | Weighted Average Interest Rate (1) | Maturity Date (1) | ||||||||||||||||||||||
| Corporate notes | $ | $ | % | January 2024 - March 2028 | ||||||||||||||||||||||
| Convertible corporate notes | % | April 2024 - May 2025 | ||||||||||||||||||||||||
Real estate loans | % | February 2027 - November 2029 | ||||||||||||||||||||||||
Other loans | % | August 2026 - June 2027 | ||||||||||||||||||||||||
| Total notes payable | ||||||||||||||||||||||||||
Deferred financing costs, net | ( | ( | ||||||||||||||||||||||||
Discount on corporate note | ( | ( | ||||||||||||||||||||||||
| Total notes payable, net | $ | $ | ||||||||||||||||||||||||
__________________________________
(1) As of June 30, 2026.
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 be met. As of June 30, 2026 and December 31, 2025, the outstanding principal balance of the loan was $15.5 million and $15.6 million. 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 June 30, 2026 and December 31, 2025, the Company is not aware of any non-compliance matters relating to its debt covenants.
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NOTES TO CONDENSED 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 June 30, 2026, the outstanding principal balance of the loan was $1.2 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 through 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 June 30, 2026, the Company had 148 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 10.91 %, and maturity dates ranging from January 2024 to March 2028. At June 30, 2026, the corporate notes outstanding had an aggregate principal balance of $26.2 million, of which $21.0 million of the corporate notes have matured or will mature within the 12-month period subsequent to August 13, 2026. Certain notes are past maturity and technically in default; however, the loan agreements do not provide creditors with rights or claims against the Company’s assets, nor would a default trigger liquidation of the Company. Management believes it will be able to negotiate waivers of default, including extensions of maturity dates or repayment schedules.
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 a weighted average interest rate of 11.14 %, and maturity dates ranging from January 2024 to March 2028.
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 June 30, 2026 and December 31, 2025, convertible corporate notes totaled $0.6 million and $0.9 million, respectively. During the six months ended June 30, 2026, $3.5 million of debt was converted into common and preferred stock.
Other Loans
The Company executed insurance premium financing agreements pursuant to which the Company financed certain annual insurance premiums with an aggregate outstanding balance of $0.4 million at June 30, 2026, primarily consisting of premiums for directors' and officers' insurance. The insurance premiums financing agreements have a weighted average interest rate of 8.37 % and mature from August 2026 through June 2027.
Future Minimum Payments
The following table summarizes the scheduled principal repayments of the Company’s indebtedness as of June 30, 2026 (in thousands):
| Year | Amount | |||||||
| July 1, 2026 - December 31, 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Deferred Financing Costs
Amortization of deferred financing costs for the Company was $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively. Amortization of deferred financing costs for the Company was $0.1 no
Notes Payable of the Consolidated Funds
Notes payable of the consolidated funds consisted of the following as of June 30, 2026 and December 31, 2025, respectively (in thousands):
| Notes Payable | June 30, 2026 | December 31, 2025 | Interest Rate (1) | Maturity date (1) | ||||||||||||||||||||||
| Real Estate Loans | ||||||||||||||||||||||||||
| Commons Fundco, LLC | $ | $ | September 2028 | |||||||||||||||||||||||
Riverwalk (2) | September 2027 | |||||||||||||||||||||||||
| Southpointe Fundco, LLC | September 2026 | |||||||||||||||||||||||||
| West Frontier Holdco, LLC | February 2038 | |||||||||||||||||||||||||
| Total Real Estate Loans | ||||||||||||||||||||||||||
| Member notes | September 2024 - September 2026 | |||||||||||||||||||||||||
| Total notes payable | ||||||||||||||||||||||||||
| Deferred financing costs, net | ( | ( | ||||||||||||||||||||||||
| Real estate loan premium | ||||||||||||||||||||||||||
| Total notes payable, net | $ | $ | ||||||||||||||||||||||||
__________________________________
(1) As of June 30, 2026.
(2) 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 June 30, 2026.
Commons Fundco, LLC
In March 2026, the consolidated fund entered into a modification of its existing mortgage loan secured by the 2nd Avenue Commons property. The loan had an outstanding principal balance of $34.4 million at the time of modification. The maturity date was extended to September 1, 2028, with one additional one-year extension option subject to certain performance conditions. In connection with the modification, the Company made a $2.8 million principal paydown, and the lender forgave $2.7 million of previously accrued default interest. The modification was not accounted for as a debt extinguishment and is treated as a continuation of the original loan. Accordingly, the carrying amount of the loan was adjusted to reflect the terms of the modification. The Company accounts for the forgiven default interest loan as a loan modification premium, which is included in “Real estate loan premium” in the accompanying table and is amortized as a reduction of interest expense over the remaining life of the loan using the effective interest method.
The loan bears interest at a variable rate equal to the greater of Term SOFR plus 3.50 % or 7.00 %, with monthly interest-only payments and all remaining principal due at maturity. The modification also includes an exit fee of 0.75 % of the outstanding principal balance, payable upon repayment or maturity, and an upfront extension fee of approximately $0.3 million. In addition,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
the agreement provides for a discounted payoff option of $27.7 million, plus applicable fees, interest, and expenses, subject to certain conditions.
The modified agreement is subject to cash management provisions that may be triggered if certain performance thresholds are not met and is guaranteed by the Company.
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 in 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, September 2025, and March 2026 extension agreements were executed with the lender, extending the maturity date to September 2024, March 2025, September 2025, March 2026, and September 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 5.5 million of the $7.3 million outstanding principal balance had matured and remained unpaid. The Company is actively working with note holders 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 1.1 million as of June 30, 2026.
During 2022 and 2023, Southpointe Fundco, LLC issued unsecured promissory notes to individual investors bearing interest at 10.0 5.6 million had matured and remained unpaid. The Company is actively working with note holders 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 0.8 million as of June 30, 2026.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Future Debt Maturities
As of June 30, 2026, the future aggregate principal repayments due on the consolidated funds notes payable are as follows (in thousands):
| Year | Amount | |||||||
| July 1, 2026 - December 31, 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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 Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Fund management fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Financing fees | ||||||||||||||||||||||||||
| Development and construction fees | ||||||||||||||||||||||||||
| Brokerage fees | ||||||||||||||||||||||||||
| Total asset management | ||||||||||||||||||||||||||
| Performance allocations | ( | ( | ||||||||||||||||||||||||
| Total related party Platform revenue | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2026 and December 31, 2025, amounts due to the Company from related parties for services performed under the Platform was $9.4 million and $9.2 million, respectively, net of allowance for doubtful accounts of $3.6 million and $3.2 million, respectively, which is included in due from related parties on the accompanying condensed 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the notes receivable – related parties of the Company as of June 30, 2026 and December 31, 2025 (in thousands):
| Notes Receivable - Related Parties | June 30, 2026 | December 31, 2025 | Interest Rate (1) | Maturity Date (1) | ||||||||||||||||||||||
| Encore Caliber Holdings, LLC | March 2027 | |||||||||||||||||||||||||
| Caliber Hospitality LP | April 2027 | |||||||||||||||||||||||||
DFW Behavioral Health LLC (2) | November 2026 | |||||||||||||||||||||||||
| West Ridge MezzCo, LLC | December 2026 | |||||||||||||||||||||||||
| Ridge II MezzCo, LLC | May 2027 | |||||||||||||||||||||||||
| Caliber Fixed Income Fund III, LP | July 2026 | |||||||||||||||||||||||||
| Caliber Hospitality JV, LLC | September 2026 | |||||||||||||||||||||||||
| Caliber Tax Advantaged Opportunity Zone Fund, LP | September 2027 | |||||||||||||||||||||||||
| J-25 Land Holdings, LLC | September 2026 | |||||||||||||||||||||||||
| Elliot 10 MezzCo, LLC | July 2027 | |||||||||||||||||||||||||
| Caliber Core+ Growth & Income Fund REIT, LLC | December 2027 | |||||||||||||||||||||||||
| Total Notes Receivable - Related Parties | $ | $ | ||||||||||||||||||||||||
__________________________________
(1) As of June 30, 2026.
(2) The Company entered into unsecured promissory notes with related parties which were repaid or impaired during the six months ended June 30, 2026.
During the three and six months ended June 30, 2026, the Company earned $0.2 million and $0.5 million, respectively, of interest in connection with the notes, which is included in interest income on the accompanying condensed consolidated statements of operations. During the three and six months ended June 30, 2025, the Company earned an immaterial 0.3
The June 30, 2026 and December 31, 2025 notes receivable - related parties balance above is net of a $0.9 million and $1.0 million, respectively, allowance for doubtful accounts.
Other
In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid for by the Company on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. At both June 30, 2026 and December 31, 2025, other amounts due from related parties was $0.7 0.7 million and $0.8 million, respectively, and are included in due from related parties on the accompanying condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, other amounts due to related parties from the Company were $0.2 million and $0.2 million, respectively, which are included in due to related parties on the accompanying condensed consolidated balance sheets.
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NOTES TO CONDENSED 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 June 30, 2026 and December 31, 2025 (in thousands):
| Notes Receivable - Related Parties | June 30, 2026 | December 31, 2025 | Interest Rate(1) | Maturity Date(1) | ||||||||||||||||||||||
Caliber Hospitality, LP (2) | $ | $ | June 2027 | |||||||||||||||||||||||
Elliot & 51st Street, LLC | April 2027 | |||||||||||||||||||||||||
| Total Notes Receivable - Related Parties | $ | $ | ||||||||||||||||||||||||
__________________________________
(1) As of June 30, 2026.
(2) During the six months ended June 30, 2026, the Company consolidated Commons Fundco, LLC (as discussed in Note 3 – VIEs), who is the lender of a promissory note with Caliber Hospitality, LP.
During the three and six months ended June 30, 2026 and 2025, the consolidated fund did not 1.3 million and $0.2 million as of June 30, 2026 and December 31, 2025, respectively, which is included in due from related parties on the accompanying condensed consolidated balance sheets.
Notes Payable
At June 30, 2026 and December 31, 2025, the consolidated funds had a note payable outstanding to CFIF III of $2.5 million and $2.3 million, respectively. The note matured in September 2025 and remains in default as of June 30, 2026. Interest continues to accrue at a fixed rate of 13.00 % per annum and is capitalized to the principal balance on a monthly basis.
During the three and six months ended June 30, 2026, the consolidated funds incurred $0.1 million and $0.2 million, respectively, of interest expense in connection with the notes payable – related parties, which is included in consolidated funds - hospitality expenses and consolidated funds - other expenses on the accompanying condensed consolidated statements of operations. During each of the three and six months ended June 30, 2025, the consolidated funds incurred $0.1 No
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. At both June 30, 2026 and December 31, 2025, there were an immaterial 0.9
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Leases
Lessor - Company
Rental revenue of the Company includes the revenue generated by the rental operations of one commercial office property. As of June 30, 2026, the leases have non-cancelable remaining lease terms from 0.3 years to 10.1 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 June 30, 2026, the Company does not have any material related party leases as a lessor. The components of rental revenue of the Company for the three and six months ended June 30, 2026 and 2025, are presented in the table below (in thousands). Variable rental revenue is primarily costs reimbursed related to common area maintenance.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Fixed | $ | $ | $ | $ | |||||||||||||||||||
| Variable | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Future minimum lease payments due to the Company under non-cancellable operating leases over the next five years and thereafter as of June 30, 2026, are as follows (in thousands):
| Year | Amount | |||||||
| July 1, 2026 - December 31, 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Lessor - Consolidated Funds
Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of two multi-family residential properties and two commercial properties. As of June 30, 2026, the leases have non-cancelable remaining lease terms from 0.1 30.4 The components of rental revenue of the consolidated funds for the three and six months ended June 30, 2026 and 2025, are presented in the table below (in thousands). Variable rental revenue is primarily costs reimbursed related to common area maintenance.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Fixed | $ | $ | $ | $ | |||||||||||||||||||
| Variable | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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NOTES TO CONDENSED 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 June 30, 2026, are as follows (in thousands):
| Year | Amount | |||||||
| July 1, 2026 - December 31, 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Note 9 – Other Liabilities
Other Liabilities of the Company
Other liabilities of the Company consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Deposits (1) | $ | $ | |||||||||
| Tenant improvement allowance | |||||||||||
| Deferred revenue | |||||||||||
| Other | |||||||||||
| Total other liabilities | $ | $ | |||||||||
(1) Includes tenant security deposits.
Other Liabilities of the Consolidated Funds
Other liabilities of the consolidated funds consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Deposits (1) | $ | $ | |||||||||
| Other | |||||||||||
| Total other liabilities | $ | $ | |||||||||
_________________________________
(1) Includes tenant security deposits.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Supplemental Cash Flow Disclosures
Supplemental cash flow information consisted of the following for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||||
Cash paid for interest, | $ | $ | ||||||||||||
| Non-cash bonus settlement via employee accounts receivable offset | $ | $ | ||||||||||||
| Supplemental Disclosure of Cash Flow Information of Consolidated Funds | ||||||||||||||
Cash paid for interest, net of capitalized interest of $ | $ | $ | ||||||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||||||||
| Accounts receivable - related party eliminated in consolidation of VIEs | $ | $ | ||||||||||||
| Increase in investments in unconsolidated entities due to deconsolidation of VIEs | $ | $ | ||||||||||||
| Cost of real estate investments included in accounts payable | $ | $ | ||||||||||||
Investments in unconsolidated entities for investor buy-out | $ | $ | ||||||||||||
Corporate note rollovers | $ | $ | ||||||||||||
| Non-cash issuance of redeemable preferred stock, net of issuance costs | $ | $ | ||||||||||||
| Conversion of corporate note to common stock | $ | $ | ||||||||||||
Conversion of corporate note to preferred stock, including warrants | $ | $ | ||||||||||||
Corporate note increase due to rollovers, net of discounts | $ | $ | ||||||||||||
| Non-cash issuance of convertible note and related common stock | $ | $ | ||||||||||||
| Issuance of warrants related to common stock | $ | $ | ||||||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds | ||||||||||||||
Decrease in notes receivable - related party due to payment of accounts payable | $ | $ | ||||||||||||
| Cost of real estate investments included in accounts payable | $ | $ | ||||||||||||
| Consolidation of VIEs | ||||||||||||||
| Real estate investments, net | $ | $ | ||||||||||||
| Notes receivable - related parties | $ | $ | ||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||
| Due from related parties | $ | $ | ||||||||||||
| Prepaid and other assets | $ | $ | ||||||||||||
| Notes payable, net | $ | $ | ||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||
| Due to related parties | $ | $ | ||||||||||||
| Other liabilities | $ | $ | ||||||||||||
| Noncontrolling interests | $ | $ | ||||||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Deconsolidation of VIEs | ||||||||||||||
| Real estate investments, net | $ | $ | ||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||
| Notes receivable - related parties | $ | $ | ||||||||||||
| Prepaid and other assets | $ | $ | ||||||||||||
| Due from related parties | $ | $ | ||||||||||||
| Notes payable, net | $ | $ | ||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||
| Other liabilities | $ | $ | ||||||||||||
| Noncontrolling interests | $ | $ | ||||||||||||
Note 11 – Commitments and Contingencies
Commitments and Contingencies of the Company
Events of Default on Guaranteed Debt
The Company has guaranteed certain indebtedness of an investment fund it manages. As of June 30, 2026, the fund was in default under the terms of the underlying debt agreement due to (i) failure to maintain required debt service coverage ratio covenants and (ii) failure to satisfy certain financial reporting requirements. The loan remains current with respect to scheduled debt service payments. These defaults constitute Events of Default under the applicable loan documents and entitle the lender to exercise remedies including acceleration of the debt and enforcement of the related guarantee. The lender has not accelerated the debt or requested repayment from the Company under the guarantee; however, the lender has reserved all rights and remedies available under the loan documents, including the right to exercise such remedies at any time without further notice.
Management believes the fund will generate sufficient liquidity to satisfy the obligation and has concluded that the likelihood of payment by the Company under the guarantee is remote. Accordingly, no liability has been recorded related to this guarantee as of June 30, 2026.
The Company’s maximum potential exposure under the guarantee was $3.7 million as of June 30, 2026.
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 does not know of any existing environmental condition nor has the Company 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.
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 June 30, 2026 and December 31, 2025, the Company estimated the fair value of CTAF was less than the 6
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 2026 and December 31, 2025, the Company estimated the fair value of CTAF II was less than the 6
Commitments and Contingencies of the Consolidated Funds
Franchise Agreements
During the three and six months ended June 30, 2026, the consolidated funds were not party to any franchise agreements, therefore, the consolidated funds did no 0.1 million and $0.4 million, respectively.
Note 12 – Net Income (Loss) Per Share
Basic earnings per common share is calculated by dividing net income (loss) attributable to common stockholders 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 there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common shareholders as Class A and Class B common stock share in the same earnings and profits; thus, having no impact on the calculation. On May 15, 2026, all 370,822
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.
The Company has calculated the basic and diluted earnings per share during the three and six months ended June 30, 2026 and 2025 as follows (in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Preferred stock dividends | ( | ( | ( | ||||||||||||||||||||
| Convertible debt interest | |||||||||||||||||||||||
| Net loss attributable to common shareholders of CaliberCos Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | |||||||||||||||||||||||
| Basic and diluted net loss per share attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 three and six months ended June 30, 2026 and 2025, which have been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Additional common shares, if stock options were exercised | |||||||||||||||||||||||
| Additional common shares, if warrants were exercised | |||||||||||||||||||||||
| Additional common shares, if preferred shares were converted | |||||||||||||||||||||||
| Additional common shares, if convertible debt were converted | |||||||||||||||||||||||
Note 13 – 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 June 30, 2026 and December 31, 2025, approximated fair value. The fair value of the Company’s fixed rate debt were measured with Level 2 inputs. The estimated fair value of the Company’s instruments below were determined by management based on a discounted future cash-flow model (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Note Payable | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Saddleback Ranch, LLC | $ | $ | $ | $ | ||||||||||||||||||||||
| Gateway II, LLC | $ | $ | $ | $ | ||||||||||||||||||||||
Fair Value of Financial Instruments of the Consolidated Funds
Fair values of financial instruments held by consolidated funds are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.
Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt 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 and short-term debt as of June 30, 2026 and December 31, 2025, approximated fair value. The fair value of the consolidated funds’ fixed
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
rate debt were 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):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Note Payable | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Southpointe Fundco, LLC | $ | $ | $ | $ | ||||||||||||||||||||||
| West Frontier, LLC | $ | $ | $ | $ | ||||||||||||||||||||||
Note 14 – Common Stock and Preferred Stock
Common Stock
The Company's Third Amended and Restated Certificate of Incorporation, as amended, authorizes 100,000,000 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), and 15,000,000 shares of Class B common stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”). Class A Common Stock and Class B Common Stock are identical in all respects, except that (i) each share of Class B Common Stock entitles its holder to ten votes and each share of Class A Common Stock entitles its holder to one vote on all matters submitted to a vote of the Company's stockholders, and (ii) Class B Common Stock automatically converts into Class A Common Stock, on a one-for-one basis, upon the earliest to occur of (a) a sale of all or substantially all of the Company's stock or assets, (b) the transfer of such shares other than to a permitted transferee, or (c) the date that is three years after the date the Company's Class A Common Stock first began trading on the Nasdaq Capital Market (May 17, 2023).
On May 15, 2026 (the “Conversion Date”), the sunset provision described above was triggered, and all 370,822
As a result of the conversion:
•The Company had no
•The Company reclassified $0.4 thousand (370,822 0.001 par value) from Common Stock Class B to Common Stock Class A within the Common Stock line items of stockholders' equity on the accompanying condensed consolidated balance sheet;
•No gain or loss was recognized, as the conversion represented a reclassification of previously outstanding shares of the same reporting entity and did not change the aggregate number of shares of Common Stock outstanding or total stockholders' equity; and
•the Company's Common Stock is no longer divided into classes with disparate voting rights; each outstanding share of Class A Common Stock is entitled to one vote per share on all matters submitted to a vote of stockholders.
Because Class A Common Stock and Class B Common Stock shared equally in the Company's earnings and dividends prior to the conversion, the two classes were combined as a single class for purposes of computing basic and diluted earnings per share. Accordingly, the conversion did not affect previously reported weighted-average shares outstanding or earnings per share, and had no effect on the Company's cash flows or results of operations for the periods presented.
Preferred Stock
The following supplemental statement of stockholders’ equity has been provided to present the activity related solely to the Company’s preferred stock by series for the period presented.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series AAA | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2025 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Conversions of preferred stock | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2026 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversions of common stock | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
Balances as of June 30, 2026 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series AAA | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||||||||||||
Balances as of December 31, 2024 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2025 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock, net of issuance costs | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Balances as of June 30, 2025 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock
In November 2024, the Company entered in to an offering agreement to issue up to 750,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”), par value $0.001 per share, and warrants to purchase its Class A Common Stock, for aggregate gross proceeds of up to $15.0 million.
Each share of Series A Preferred has a stated value of $400 per share and bears non-cumulative dividends at a rate of 12.0 % per annum, payable annually when and if declared. Dividends are payable, at the Company’s election, in cash or in shares of Class A common stock, subject to a minimum issuance price of $20.00 per share.
On April 9, 2026, the Company amended the Certificate of Designation for the Series A Preferred to revise the conversion provisions and certain ranking rights. Under the amended terms, holders may convert the Series A Preferred, at their option and from time to time, in three sequential tranches, each representing up to one-third of the holder’s original Series A Preferred shares. The first tranche is convertible at a conversion price of $2.50 per share of Class A common stock, the second tranche is convertible at a conversion price of $3.50 per share, and the third tranche is convertible at a conversion price of $4.50 per share. The number of shares of Class A common stock issuable upon conversion is determined based on the stated value of the preferred shares divided by the applicable conversion price for the respective tranche. The amended terms also provide customary anti-dilution protections, beneficial ownership limitations and notice provisions. In addition, the Series A Preferred Stock ranks pari passu with the Company’s Series AA Preferred and Series AAA Preferred with respect to liquidation and dividend preferences.
At both June 30, 2026 and December 31, 2025, the Company had 5,875 2.4
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 20.0 million. The Series AA Preferred shares have a stated value of $25 9.5 % per annum. If the Company does not make an interest payment within 30 days 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 redemption 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.
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Series AA Preferred is classified as a liability on the accompanying condensed consolidated balance sheets, rather than in shareholders’ equity, due to its contractual obligation to redeem the shares for cash.
As of June 30, 2026 and December 31, 2025, the Company had 359,215 221,434 8.4 million and $5.1 million, respectively, net of issuance costs.
Series AAA Convertible Preferred Stock
In April 2026, the Company entered into an offering agreement to issue up to 40,000 shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred”), par value $0.001 per share, for aggregate gross proceeds of up to $40.0 million.
Each share of Series AAA Preferred has a stated value of $1,000 per share and bears non-cumulative dividends at a rate of 12 % per annum, payable quarterly when, and if, declared by the Company. Dividends are payable, at the Company’s election, in cash or in shares of Class A common stock, subject to a minimum issuance price of $1.00 per share. The Series AAA Preferred does not contain a mandatory redemption feature and is therefore classified within stockholders’ equity on the Company’s condensed consolidated balance sheets.
Series AAA Preferred are convertible, at the option of the holder, from time to time, into shares of the Company’s Class A common stock in three consecutive tranches, with each tranche permitting the holder to convert up to one-third of the total preferred shares held at issuance. The first tranche is convertible at a conversion price of $2.50 per share of Class A common stock, the second tranche is convertible at a conversion price of $3.50 per share, and the third tranche is convertible at a conversion price of $4.50 per share. The number of shares of Class A common stock issuable upon conversion is determined based on the stated value of the preferred shares divided by the applicable conversion price for the respective tranche.
The Series AAA Preferred generally does not carry voting rights, except as required by applicable law. In the event of liquidation, dissolution, or winding up of the Company, the Series AAA Preferred ranks senior to the Company’s common stock and Series B Preferred, and pari passu with the Company’s Series A Preferred and Series AA Preferred.
As of June 30, 2026, the Company had 1,529 1.5 million.
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 (“Series B Preferred”), 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 do 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, Series AA, and Series AAA Preferred Stock. The Series B ranks pari passu with any preferred stock of substantially similar rights and preferences.
In March 2026, an institutional investor converted 15,868 shares of Series B Preferred into 63,472 shares of the Company’s Class A common stock. No shares of Series B Preferred were outstanding as of June 30, 2026.
Warrants
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Segments
The Company operates through one
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 $3.2 million and $5.9 million for the three and six months ended June 30, 2026, respectively, and $3.1 million and $6.8 million for the three and six months ended June 30, 2025, 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.
For the three months ended June 30, 2026 and 2025, total Platform revenues were $3.7 million and $4.1 million, respectively, representing a period-over-period decrease of 11.3 7.8 million and $7.7 million, respectively, representing a period-over-period increase of 1.1 he tables below compare the revenues earned for providing services under the Company’s Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three and six months ended June 30, 2026, to the revenues earned for the same period in 2025 (in thousands).
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Fund management fees | $ | $ | ( | $ | |||||||||||||
| Financing fees | ( | ||||||||||||||||
| Development and construction fees | |||||||||||||||||
| Brokerage fees | |||||||||||||||||
| Total asset management | ( | ||||||||||||||||
| Performance allocations | ( | ( | |||||||||||||||
| Total Platform revenue | $ | $ | ( | $ | |||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Fund management fees | $ | $ | ( | $ | |||||||||||||
| Financing fees | ( | ||||||||||||||||
| Development and construction fees | ( | ||||||||||||||||
| Brokerage fees | |||||||||||||||||
| Total asset management | ( | ||||||||||||||||
| Performance allocations | ( | ( | |||||||||||||||
| Total Platform revenue | $ | $ | ( | $ | |||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Fund management fees | $ | $ | ( | $ | |||||||||||||
| Financing fees | ( | ||||||||||||||||
| Development and construction fees | ( | ||||||||||||||||
| Brokerage fees | ( | ||||||||||||||||
| Total asset management | ( | ||||||||||||||||
| Performance allocations | ( | ||||||||||||||||
| Total Platform revenue | $ | $ | ( | $ | |||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Fund management fees | $ | $ | ( | $ | |||||||||||||
| Financing fees | ( | ||||||||||||||||
| Development and construction fees | ( | ||||||||||||||||
| Brokerage fees | |||||||||||||||||
| Total asset management | ( | ||||||||||||||||
| Performance allocations | ( | ||||||||||||||||
| Total Platform revenue | $ | $ | ( | $ | |||||||||||||
The following tables present a reconciliation of Platform revenues, expenses and net loss to the most comparable U.S. GAAP measure for the three and six months ended June 30, 2026 and 2025 (in thousands):
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Unconsolidated | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management revenues | $ | $ | ( | $ | |||||||||||||
| Performance allocations | ( | ( | |||||||||||||||
| Consolidated funds – other revenues | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | ( | ||||||||||||||||
| Payroll and payroll related costs | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
Consolidated funds – other expenses | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Other income (loss), net | ( | ( | |||||||||||||||
| Change in fair value of digital assets | ( | ( | |||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Net (loss) income attributable to CaliberCos Inc. | $ | ( | $ | $ | ( | ||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Unconsolidated | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management revenues | $ | $ | ( | $ | |||||||||||||
| Performance allocations | ( | ( | |||||||||||||||
| Consolidated funds – other revenues | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | ( | ||||||||||||||||
| Payroll and payroll related costs | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Consolidated funds – other expenses | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Other income (loss), net | ( | ( | |||||||||||||||
| Change in fair value of digital assets | ( | ( | |||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Net (loss) income attributable to CaliberCos Inc. | $ | ( | $ | $ | ( | ||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Unconsolidated | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management | $ | $ | ( | $ | |||||||||||||
| Performance allocations | ( | ||||||||||||||||
| Consolidated funds – hospitality revenue | |||||||||||||||||
| Consolidated funds – other revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | ( | ||||||||||||||||
| Payroll and payroll related costs | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Consolidated funds – hospitality expenses | |||||||||||||||||
| Consolidated funds – other expenses | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Other income (loss), net | ( | ( | ( | ||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Benefit from income taxes | |||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | ( | $ | ( | $ | ( | |||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Unconsolidated | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management | $ | $ | ( | $ | |||||||||||||
| Performance allocations | ( | ||||||||||||||||
| Consolidated funds – hospitality revenue | |||||||||||||||||
| Consolidated funds – other revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | ( | ||||||||||||||||
| Payroll and payroll related costs | |||||||||||||||||
| General and administrative | ( | ||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Consolidated funds – hospitality expenses | |||||||||||||||||
| Consolidated funds – other expenses | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Other income (loss), net | ( | ( | ( | ||||||||||||||
| Interest income | ( | ||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Benefit from income taxes | |||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | ( | $ | ( | $ | ( | |||||||||||
The following tables present a reconciliation of Platform assets to the most comparable U.S. GAAP measure as of June 30, 2026 and December 31, 2025 (in thousands):
| As of June 30, 2026 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Cash | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Real estate investments, net | ( | ||||||||||||||||
| Digital assets | |||||||||||||||||
| Notes receivable - related parties | |||||||||||||||||
| Due from related parties | ( | ||||||||||||||||
| Investments in unconsolidated entities | ( | ||||||||||||||||
| Operating lease - right of use assets | ( | ||||||||||||||||
| Prepaid and other assets | ( | ||||||||||||||||
| Total assets | $ | $ | ( | $ | |||||||||||||
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CALIBERCOS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| As of December 31, 2025 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Cash | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Real estate investments, net | ( | ||||||||||||||||
| Digital assets | |||||||||||||||||
| Notes receivable - related parties | |||||||||||||||||
| Due from related parties | ( | ||||||||||||||||
| Investments in unconsolidated entities | ( | ||||||||||||||||
| Operating lease - right of use assets | ( | ||||||||||||||||
| Prepaid and other assets | ( | ||||||||||||||||
| Total assets | $ | $ | ( | $ | |||||||||||||
Note 16 – Subsequent Events
The Company has evaluated events and transactions that occurred after June 30, 2026, the date of the condensed consolidated balance sheet, through August 13, 2026, the date these condensed consolidated financial statements were issued, for potential recognition or disclosure in these financial statements. There were no material events except for those matters discussed above in Note 1 – Organization and Liquidity, and Note 6 – Notes Payable.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements (unaudited) and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from these forward-looking statements as a result of certain factors. For a complete discussion of such risk factors, see the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 26, 2026. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in the “Part I - Financial Information,” including the related notes to the condensed consolidated financial statements contained therein.
Overview
Over the past 16 years, we have grown into a leading diversified alternative asset management firm, with more than $2.6 billion in Managed Assets, comprised of $0.7 billion of assets under management (“AUM”) and $1.8 billion of assets under development (“AUD”). Our primary goal is to drive shareholder value by enhancing the wealth of accredited investor clients seeking to make investments in real and digital assets.
Management evaluates our business based on (i) recurring fee-related earnings, (ii) growth in embedded performance allocations within our managed funds, and (iii) the strategic accumulation and yield generation from digital asset holdings. Because performance allocations are recognized under U.S. GAAP only when they are no longer probable of significant reversal (generally upon realization events), U.S. GAAP results may not reflect the economic progress of carried interest value creation within our managed portfolio at a given reporting date.
Digital Asset Platform
In August 2025, our Board of Directors approved our Treasury Reserve Policy designed to support our balance sheet strategy, liquidity profile, and long-term growth initiatives. Under this policy, we allocate a portion of our corporate treasury to digital assets that we believe demonstrate institutional utility and adoption potential, beginning with LINK.
LINK is the decentralized oracle network intended to enable smart contracts and traditional systems to securely interact with real-world data. We selected LINK as our initial digital asset holding based on management’s assessment of its core role in blockchain infrastructure supporting the growth of tokenization, decentralized finance, and real-world asset integration. Management believes that LINK’s enterprise adoption, technology maturity, and network resilience make LINK an attractive long-term holding relative to other digital assets at similar stages of adoption.
Since adoption of the policy, we have raised capital through equity issuances and deployed a portion of those proceeds to accumulate LINK tokens as a long-term treasury asset. These holdings are reflected on our accompanying condensed consolidated balance sheets at fair value as of June 30, 2026 and December 31, 2025. Changes in the fair value of our LINK tokens are reflected within our accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025. We expect continued volatility in the fair value of our digital asset holdings, which may materially affect reported results in future periods.
We have announced our intention to stake a portion of our LINK holdings once operational readiness and governance requirements are completed. Staking generally involves committing tokens to participate in network security and may generate a yield in the form of additional LINK tokens. Staking is a critical part of the LINK ecosystem and provides an opportunity for us to generate passive yield on our holdings while contributing to the stability and reliability of the broader network. Management estimates it may earn a yield of 3% to 9% annualized, based upon internal estimates of the potential to stake our LINK treasury. Any staking yield is subject to protocol rules, market conditions, operational factors and regulatory consideration. Actual results may differ materially from expectations.
In parallel, we are evaluating the potential to operate or participate in LINK validator-related activities, which could include third party arrangements or internal capabilities. Validator-related activities play a central role in maintaining network consensus and facilitating data integrity. Revenues generated from staking or related activities, if any, would be evaluated by management in the context of liquidity, balance sheet strategy and capital allocation within our digital asset treasury and asset management platform business.
We may consider additional products or investment offerings over time that provide exposure to digital assets or blockchain infrastructure, subject to market conditions, regulatory considerations, and investor demand. These future offerings could expand our AUM and generate recurring management and performance fees, consistent with our existing real estate fund model.
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Additionally, we are continuing our evaluation of potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility. Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. Tokenized offerings could also serve as a new fundraising channel for us, allowing us to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.
During the quarter, we advanced our strategy to integrate blockchain-enabled infrastructure into our real estate investment platform. On July 2, 2026, we announced the next phase of our real estate fund tokenization initiative, which contemplates utilizing Chainlink's compliance and distribution infrastructure to support the administration and distribution of tokenized real estate investment products. The initiative is intended to facilitate investor verification, compliance, reporting, and distribution workflows while supporting our broader objective of modernizing how private real estate investments are financed, administered, and accessed. We are currently evaluating tokenization for a selected group of real estate offerings. Tokenization technology is generally designed to broaden investor access, support verification, transaction transparency, and reporting workflows and streamline administrative and compliance processes through a shared digital ledger.
The Board of Directors and management team view the LINK strategy and broader blockchain initiatives as a natural evolution of our mission: to enhance the wealth of our accredited investor clients by making alternative investments more accessible, transparent, and profitable for investors. Through the integration of digital assets, blockchain infrastructure, and tokenization technology, we seek to position ourselves at the forefront of the convergence between traditional finance and decentralized finance.
Private Equity Real Estate Platform
We operate a Private Equity Real Estate (“PERE”) platform that creates, manages, and services middle-market investment funds, private syndications, and direct investments focused on real estate investment strategies. To build our funds, we market directly to high net worth and ultra-high net worth investors with our in-house fundraising team and to registered investment advisors and broker-dealers with our in-house wholesaling team.
We have a number of development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, some of which are on land owned by our funds or are under contract to purchase. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both.
As of June 30, 2026, we are actively developing 1,776 multifamily units, 497 single family units, 3.7 million square feet of commercial and industrial, and 3.6 million square feet of office and retail. If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $1.8 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing.
We strive to provide investors attractive risk-adjusted returns by offering a balance of (i) structured offerings and ease of ownership, (ii) a pipeline of investment opportunities, primarily projects that range in value between $5.0 million and $50.0 million, and (iii) an integrated execution and processing platform. Our investment strategy leverages the local market intelligence and real-time data we gain from our operations to evaluate current investments, generate proprietary transaction flow, and implement various asset management strategies.
As an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management. Our asset management activities are complemented with transaction and advisory services including development and construction management, acquisition and disposition expertise, and fund formation, which we believe differentiate us from other asset management firms. We earn the following fees from providing these services under the Platform:
Asset Management Revenues
•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 us to provide management services, representing a performance obligation that we satisfy over time. With respect to the CHT, we earn a fund management fee of 0.7% of CHT’s enterprise value and are reimbursed for certain costs incurred on behalf of CHT.
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•Organizational & Offering fees include fund set-up fees and are a one-time fee earned during the initial formation, administration, and set-up of fund products we distribute and manage. These fees are recognized at the point in time when the performance under the contract is complete.
•Financing fees are earned for services we perform in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, we earn fees for guaranteeing certain loans, representing a performance obligation that we satisfy over time.
•Real estate development revenues are generally based on two fee-based contracts, not to exceed 6.0%. The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the development and is paid for services performed by Caliber Development, LLC as the principal developer of our projects. These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers. The second, a construction management contract that provides for up to 4.0% of the total expected costs of the construction project for services provided managing general contractors with respect to the construction of the properties owned by the funds. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, construction management fee revenue is recognized over time as the performance obligations are satisfied.
•Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transactions.
Estimated Performance Allocations
Performance allocations are foundational to our long-term economic model.
As of June 30, 2026, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $95.7 million. This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.
The estimate is derived from:
•Asset-level discounted cash flow analyses
•Underwriting models used for capital allocation decisions
•Valuation methodologies consistent with fair value measurement frameworks
•Independent third-party valuation work
Assets that are impaired, or where current projections do not support achieving returns above the preferred return threshold, are assigned zero carried interest value and are excluded from the $95.7 million estimate unless and until business plan revisions support a reasonable expectation of future performance allocation realization. Consistent with U.S. GAAP, the $95.7 million of estimated unrealized performance allocations is not reflected in our consolidated financial statements.
Management believes disclosure of unrealized performance allocations provides important insight into embedded economic value and long-term earnings potential.
Sensitivity of Estimated Performance Allocations
The performance allocation estimate is sensitive to changes in projected exit values of underlying assets. A 5% increase or decrease in projected exit values across the managed portfolio would result in an approximate $4.8 million increase or decrease in estimated performance allocations. Actual realized performance allocations may differ materially from current estimates based on changes in market conditions, operating performance, financing availability, or timing of realization events.
Segments
Our chief operating decision maker (“CODM”) is our Chief Executive Officer, John C. Loeffler. The CODM assesses revenue, operating expenses and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S. GAAP) and noncontrolling interests. Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of
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operating segments, as our CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds. The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as we were determined to be the primary beneficiary of each of these variable interest entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual investment funds.
We were originally founded as Caliber Companies, LLC, an Arizona limited liability company, organized under the laws of Arizona, and commenced operations in January 2009. In November 2014, we reorganized as a Nevada corporation and in June 2018, we reincorporated in the state of Delaware. On our website we make available, free of charge, information about us and our investments. None of the information on our website is deemed to be part of this report.
Trends Affecting Our Business
Our business is driven by trends which affect the following:
1)Capital formation: any trend which increases or decreases investors’ knowledge of alternative investments, desire to acquire them, access to acquire them, and knowledge and appreciation of us as a potential provider, will affect our ability to attract and raise new capital. Capital formation also drives investment acquisitions, which contributes to our revenues.
2)Investment acquisition: any trend which increases or decreases the supply of middle-market real estate projects or loans, the accessibility of developments or development incentives, or enhances or detracts from our ability to access those projects will affect our ability to generate revenue. Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formation, which acts as a growth engine for the Platform.
3)Project execution: any trend which increases or decreases the costs of execution on a real estate project, including materials pricing, labor pricing, access to materials, delays due to governmental action, and the general labor market, will affect our ability to generate revenues.
Our business depends in large part on our ability to raise capital for our funds from investors. Since our inception, we have continued to successfully raise capital into our funds with our total capital raised through June 30, 2026 of $786.2 million. Our success at raising new capital into our funds is impacted by the extent to which new investors see alternative assets as a viable option for capital appreciation and/or income generation. Since our ability to raise new capital into our funds is dependent upon the availability and willingness of investors to direct their investment dollars into our products, our financial performance is sensitive in part to changes in overall economic conditions that affect investment behaviors. The demand from investors is dependent upon the type of asset, the type of return it will generate (current cash flow, long-term capital gains, or both) and the actual return earned by our fund investors relative to other comparable or substitute products. General economic factors and conditions, including the general interest rate environment and unemployment rates, may affect an investor’s ability and desire to invest in real estate. For example, a significant interest rate increase could cause a projected rate of return to be insufficient after considering other risk exposures. Additionally, if weakness in the economy emerges and actual or expected default rates increase, investors in our funds may delay or reduce their investments; however, we believe our approach to investing and the capabilities that we manage throughout the deal cycle will continue to offer an attractive value proposition to investors.
While we have had historical successes, there can be no assurance that fundraising for our new and existing funds will experience similar success. If we were unable to raise such capital, we would be unable to deploy such capital into investments, which would materially reduce our revenues and cash flow and adversely affect our financial condition.
We remain confident about our ability to find, identify, and source new investment opportunities that meet the requirements and return profile of our investment funds despite headwinds associated with increased asset valuations, competition and increased overall cost of credit. We continue to identify strategic acquisitions on off-market terms and anticipate that this trend will continue. We are at a point in our investment cycle where some of our funds have begun to exit significant parts of their portfolios while other are approaching a potential harvesting phase. We have complemented these cycles with other newer funds that will maintain management fees while providing continued sources of activity.
Acquiring new assets includes being able to negotiate favorable loans on both a short and long-term basis. We strive to forecast and project our returns using assumptions about, among other things, the types of loans that we might expect the market to extend for a particular type of asset. This becomes more complex when the asset also requires construction financing. We may also need to refinance existing loans that are due to mature. Factors that affect these arrangements include the interest rate and economic environment, the estimated fair value of real property, and the profitability of the asset’s historical operations. These capital market conditions may affect the renewal or replacement of our credit agreements, some of which have maturity dates occurring within the next 12 months. Obtaining such financing is not guaranteed and is largely dependent on market conditions and other factors.
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The advancement of real estate investment-oriented technology, sometimes referred to as “proptech” offers us the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment management strategies. In recent years, we have added to our technology stack with systems that we believe lead the market in their specific ability to enhance execution on our projects. Several of these technologies seek to incorporate investments in artificial intelligence, which we believe will be a prevailing trend in helping us to enhance our project execution going forward.
Regional conflicts and instability, such as those in Israel, Ukraine and Iran, can have significant impacts on global markets and economies and investor perception and tolerance for risk. These conflicts could lead to increased volatility in financial markets, disrupt supply chains, and change investor appetite for investments in alternative assets.
Business Environment
Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, global tariffs, slowing economic growth and geopolitical uncertainty. The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but decreased to 3.5% in June 2026. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 170 basis points through June 2026, resulting in a target rate range of 3.50% to 3.75% at June 30, 2026. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for our funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments. In addition, the increase in interest rates has put pressure on owners of existing real estate to sell assets as their loans mature. Combined with a shrinking pool of buyers, the commercial and residential real estate markets in our favored geographies are moving away from a seller’s market and closer to a buyer’s market. It remains to be seen if a stressed or distressed market may emerge, similar to our early years of operations. In both a buyer’s market and a stressed or distressed market, we expect our business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows us to move with the market and take advantage of potentially attractive prices. For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, resulting in significant and lasting changes to the Qualified Opportunity Zone (“QOZ”) program. Most notably, the OBBBA eliminates the program’s original sunset date of December 31, 2026, and extends the QOZ program indefinitely. This legislative change could potentially impact our real estate investment strategy, particularly for our funds with existing or future exposure to QOZ-designated assets.
We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets. However, the full scope and operational impact of these changes remain subject to further guidance. Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes. We will continue to monitor developments and adjust our strategies as appropriate to align with the evolving QOZ landscape.
Nasdaq Market Value of Listed Securities Requirement
On July 22, 2026, the SEC approved a new Nasdaq continued listing standard (File No. SR-NASDAQ-2026-004, as amended) under Listing Rules 5450(a)(3) and 5550(a)(6) requiring a Market Value of Listed Securities ("MVLS") of at least $5.0 million (closing bid price times shares outstanding). The MVLS Rule has no automatic cure period. A company whose MVLS remains below $5.0 million for 30 consecutive business days triggers an immediate Staff Delisting Determination and delisting proceedings, subject to a hearing before a Nasdaq Hearings Panel, which may grant up to 180 days only to meet Nasdaq's higher initial listing standards, not merely to cure the deficiency.
On July 29, 2026, the SEC stayed the rule's effectiveness under Rule of Practice 431(e), as a result the MVLS Rule is not currently in effect.
On July 29, 2026, our market capitalization was $4.5 million ($0.51 times 8,840,224 Class A shares), below the $5.0 million threshold. Because the rule is stayed, we have not received a deficiency notice and are not subject to any compliance period or delisting proceeding. If the stay is lifted, we would be at near-term risk of falling below the threshold and, absent a sustained increase in market value, could face a Staff Delisting Determination within 30 business days.
We continue to monitor our MVLS, together with our other Nasdaq listing requirements and our potential capital raising and other measures to increase the market value of our listed securities. There is no assurance we will maintain compliance or avoid suspension or delisting.
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Key Financial Measures and Indicators
Our key financial measures are discussed in the following pages. Additional information regarding these key financial measures and our other significant accounting policies can be found in Note 2 – Summary of Significant Accounting Policies in the notes to our accompanying condensed consolidated financial statements included herein.
Total Revenue
We generate the majority of our revenue in the form of asset management fee revenues and performance allocations. Included within our consolidated results, are the related revenues of certain consolidated VIEs.
Total Expenses
Total expenses include operating costs, general and administrative, marketing and advertising and depreciation and amortization. Included within our consolidated results, are the related expenses of consolidated VIEs.
Other (Loss) Income
Other (loss) income includes interest expense, interest income, and change in fair value of digital assets.
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Results of Operations
Comparison of the Consolidated Results of Operations for the Three Months Ended June 30, 2026 and 2025
Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds. Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds. In particular, Commons Fundco, LLC (“Commons”) was consolidated during the three months ended March 31, 2026, Riverwalk(1) was consolidated during the three months ended December 31, 2025 and DoubleTree by Hilton Tucson Convention Center (“TCC”) was deconsolidated during the three months ended June 30, 2025. The following table and discussion provide insight into our consolidated results of operations for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Asset management revenues | $ | 3,205 | $ | 3,746 | $ | (541) | (14.4) | % | |||||||||||||||
| Performance allocations | (83) | 22 | (105) | (477.3) | % | ||||||||||||||||||
| Consolidated funds – hospitality revenues | — | 1,138 | (1,138) | (100.0) | % | ||||||||||||||||||
| Consolidated funds – other revenues | 1,072 | 167 | 905 | 541.9 | % | ||||||||||||||||||
| Total revenues | 4,194 | 5,073 | (879) | (17.3) | % | ||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating costs | 4,541 | 3,671 | 870 | 23.7 | % | ||||||||||||||||||
| General and administrative | 844 | 1,173 | (329) | (28.0) | % | ||||||||||||||||||
| Marketing and advertising | 145 | 147 | (2) | (1.4) | % | ||||||||||||||||||
| Depreciation and amortization | 169 | 166 | 3 | 1.8 | % | ||||||||||||||||||
| Consolidated funds – hospitality expenses | — | 1,278 | (1,278) | (100.0) | % | ||||||||||||||||||
| Consolidated funds – other expenses | 2,646 | 466 | 2,180 | 467.8 | % | ||||||||||||||||||
| Total expenses | 8,345 | 6,901 | 1,444 | 20.9 | % | ||||||||||||||||||
| Other loss, net | (15) | (2,164) | 2,149 | 99.3 | % | ||||||||||||||||||
| Change in fair value of digital assets | (324) | — | (324) | n/a | |||||||||||||||||||
| Interest income | 291 | 30 | 261 | 870.0 | % | ||||||||||||||||||
| Interest expense | (1,313) | (1,738) | 425 | 24.5 | % | ||||||||||||||||||
| Net loss before income taxes | (5,512) | (5,700) | 188 | 3.3 | % | ||||||||||||||||||
| Benefit from income taxes | — | — | — | n/a | |||||||||||||||||||
| Net loss | (5,512) | (5,700) | 188 | 3.3 | % | ||||||||||||||||||
| Net loss attributable to noncontrolling interests | (2,154) | (401) | (1,753) | (437.2) | % | ||||||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (3,358) | $ | (5,299) | $ | 1,941 | 36.6 | % | |||||||||||||||
For the three months ended June 30, 2026 and 2025, total revenues were $4.2 million and $5.1 million, respectively, representing a period-over-period decrease of 17.3%, which was primarily due to a decrease in asset management revenues and a decrease in consolidated fund - hospitality revenues resulting from the deconsolidation of TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated fund - other revenue resulting from the consolidation of Riverwalk, which was consolidated during the three months ended December 31, 2025, and the consolidation of Commons, which was consolidated during the three months ended March 31, 2026. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.
(1) The following entities were consolidated as part of the 2025 Riverwalk consolidation: 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.
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For the three months ended June 30, 2026 and 2025, total expenses were $8.3 million and $6.9 million, respectively, representing a period-over-period increase of 20.9%. The increase was primarily due to an increase in operating costs related to bad debt expense and an increase in consolidated fund - other expenses resulting from the consolidation of Riverwalk, which was consolidated during the three months ended December 31, 2025, and the consolidation of Commons, which was consolidated during the three months ended March 31, 2026, partially offset by a decrease in consolidated fund - hospitality expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025.
For the three months ended June 30, 2026, other loss, net decreased $2.1 million, primarily due to investment impairment charges recognized during the three months ended June 30, 2025, with no comparable impairments recorded during the three months ended June 30, 2026.
For the three months ended June 30, 2026, change in fair value of digital assets was $0.3 million. During the three months ended June 30, 2026, we had investments in digital assets resulting in a net loss related to the fair value of digital assets. There was no comparable activity during the same period in 2025.
Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended June 30, 2026 and 2025
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the three months ended June 30, 2026 and 2025 (in thousands).
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Asset management revenues | $ | 3,741 | $ | 4,103 | $ | (362) | (8.8) | % | |||||||||||||||
| Performance allocations | (83) | 23 | (106) | (460.9) | % | ||||||||||||||||||
| Total revenues | 3,658 | 4,126 | (468) | (11.3) | % | ||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating costs | 4,744 | 3,841 | 903 | 23.5 | % | ||||||||||||||||||
| General and administrative | 854 | 1,183 | (329) | (27.8) | % | ||||||||||||||||||
| Marketing and advertising | 145 | 147 | (2) | (1.4) | % | ||||||||||||||||||
| Depreciation and amortization | 175 | 174 | 1 | 0.6 | % | ||||||||||||||||||
| Total expenses | 5,918 | 5,345 | 573 | 10.7 | % | ||||||||||||||||||
| Other income (loss), net | 176 | (2,014) | 2,190 | 108.7 | % | ||||||||||||||||||
| Change in fair value of digital assets | (324) | — | (324) | n/a | |||||||||||||||||||
| Interest income | 291 | 30 | 261 | 870.0 | % | ||||||||||||||||||
| Interest expense | (1,313) | (1,738) | 425 | 24.5 | % | ||||||||||||||||||
| Net (loss) income before income taxes | (3,430) | (4,941) | 1,511 | 30.6 | % | ||||||||||||||||||
| Benefit from income taxes | — | — | — | n/a | |||||||||||||||||||
| Net (loss) income | $ | (3,430) | $ | (4,941) | $ | 1,511 | 30.6 | % | |||||||||||||||
For the three months ended June 30, 2026 and 2025, total revenues were $3.7 million and $4.1 million, respectively, representing a period-over-period decrease of 11.3%. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three months ended June 30, 2026, to the revenues earned for the same period in 2025.
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| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Fund management fees | $ | 3,077 | $ | 2,739 | $ | 338 | 12.3 | % | ||||||||||||||||||
| Financing fees | 305 | 292 | 13 | 4.5 | % | |||||||||||||||||||||
| Development and construction fees | 292 | 979 | (687) | (70.2) | % | |||||||||||||||||||||
| Brokerage fees | 67 | 93 | (26) | (28.0) | % | |||||||||||||||||||||
| Total asset management | 3,741 | 4,103 | (362) | (8.8) | % | |||||||||||||||||||||
| Performance allocations | (83) | 23 | (106) | (460.9) | % | |||||||||||||||||||||
| Total unconsolidated Platform revenue | $ | 3,658 | $ | 4,126 | $ | (468) | (11.3) | % | ||||||||||||||||||
Development and construction fees decreased $0.7 million during the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to a decrease in pre-construction development milestones completed during the three months ended June 30, 2026 as compared to the same period in 2025.
For the three months ended June 30, 2026 and 2025, total expenses were $5.9 million and $5.3 million, respectively, representing a period-over-period increase of 10.7%. The increase was primarily due to an increase in bad debt expense.
For the three months ended June 30, 2026, other income, net was $0.2 million, compared to other loss, net of $2.0 million during the same period in 2025. The change was primarily related to investment impairment charges recognized during the three months ended June 30, 2025, with no comparable impairments recorded during the three months ended June 30, 2026.
For the three months ended June 30, 2026, the change in fair value of digital assets resulted in losses of $0.3 million, consisting of $0.4 million of unrealized losses offset by minimal realized gains. There was no comparable activity during the corresponding period in 2025.
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Comparison of the Consolidated Results of Operations for the Six Months Ended June 30, 2026 and 2025
Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds. Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds. In particular, Commons Fundco, LLC (“Commons”) was consolidated during the three months ended March 31, 2026, Riverwalk(2) was consolidated during the three months ended December 31, 2025 and DoubleTree by Hilton Tucson Convention Center (“TCC”) was deconsolidated during the three months ended June 30, 2025. The following table and discussion provide insight into our consolidated results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Asset management revenues | $ | 6,869 | $ | 6,942 | $ | (73) | (1.1) | % | |||||||||||||||
| Performance allocations | (49) | 23 | (72) | (313.0) | % | ||||||||||||||||||
| Consolidated funds – hospitality revenues | — | 5,057 | (5,057) | (100.0) | % | ||||||||||||||||||
| Consolidated funds – other revenues | 1,668 | 312 | 1,356 | 434.6 | % | ||||||||||||||||||
| Total revenues | 8,488 | 12,334 | (3,846) | (31.2) | % | ||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating costs | 7,629 | 7,715 | (86) | (1.1) | % | ||||||||||||||||||
| General and administrative | 2,645 | 2,754 | (109) | (4.0) | % | ||||||||||||||||||
| Marketing and advertising | 323 | 312 | 11 | 3.5 | % | ||||||||||||||||||
| Depreciation and amortization | 344 | 323 | 21 | 6.5 | % | ||||||||||||||||||
| Consolidated funds – hospitality expenses | — | 4,743 | (4,743) | (100.0) | % | ||||||||||||||||||
| Consolidated funds – other expenses | 4,443 | 924 | 3,519 | 380.8 | % | ||||||||||||||||||
| Total expenses | 15,384 | 16,771 | (1,387) | (8.3) | % | ||||||||||||||||||
| Other loss, net | (170) | (2,530) | 2,360 | 93.3 | % | ||||||||||||||||||
| Change in fair value of digital assets | (2,220) | — | (2,220) | n/a | |||||||||||||||||||
| Interest income | 543 | 62 | 481 | 775.8 | % | ||||||||||||||||||
| Interest expense | (2,700) | (3,349) | 649 | 19.4 | % | ||||||||||||||||||
| Net loss before income taxes | (11,443) | (10,254) | (1,189) | (11.6) | % | ||||||||||||||||||
| Benefit from income taxes | — | — | — | n/a | |||||||||||||||||||
| Net loss | (11,443) | (10,254) | (1,189) | (11.6) | % | ||||||||||||||||||
| Net loss attributable to noncontrolling interests | (4,466) | (548) | (3,918) | (715.0) | % | ||||||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (6,977) | $ | (9,706) | $ | 2,729 | 28.1 | % | |||||||||||||||
For the six months ended June 30, 2026 and 2025, total revenues were $8.5 million and $12.3 million, respectively, representing a period-over-period decrease of 31.2%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated fund - other revenue resulting from the consolidation of Riverwalk during the three months ended December 31, 2025 and the consolidation of Commons during the three months ended March 31, 2026. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.
(2) The following entities were consolidated as part of the 2025 Riverwalk consolidation: 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.
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For the six months ended June 30, 2026 and 2025, total expenses were $15.4 million and $16.8 million, respectively, representing a period-over-period decrease of 8.3%. The decrease was primarily due to the decrease in consolidated fund expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated funds - other expenses resulting from the consolidation of Riverwalk during the three months ended December 31, 2025 and the consolidation of Commons during the three months ended March, 31, 2026.
For the six months ended June 30, 2026 and 2025, other loss, net was $0.2 million and $2.5 million, respectively, representing a period-over-period decrease of 93.3%. The decrease was primarily due to investment impairment charges recognized during the six months ended June 30, 2025, with no comparable impairments recorded during the six months ended June 30, 2026.
For the six months ended June 30, 2026, unrealized loss on digital assets was $2.2 million. During the six months ended June 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2025.
Comparison of the Platform (Unconsolidated) Results of Operations for the Six Months Ended June 30, 2026 and 2025
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the six months ended June 30, 2026 and 2025 (in thousands).
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Asset management revenues | $ | 7,812 | $ | 7,645 | $ | 167 | 2.2 | % | |||||||||||||||
| Performance allocations | (49) | 30 | (79) | (263.3) | % | ||||||||||||||||||
| Total revenues | 7,763 | 7,675 | 88 | 1.1 | % | ||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Operating costs | 7,999 | 8,009 | (10) | (0.1) | % | ||||||||||||||||||
| General and administrative | 2,665 | 2,775 | (110) | (4.0) | % | ||||||||||||||||||
| Marketing and advertising | 323 | 312 | 11 | 3.5 | % | ||||||||||||||||||
| Depreciation and amortization | 358 | 336 | 22 | 6.5 | % | ||||||||||||||||||
| Total expenses | 11,345 | 11,432 | (87) | (0.8) | % | ||||||||||||||||||
| Other income, net | 193 | (2,008) | 2,201 | 109.6 | % | ||||||||||||||||||
| Change in fair value of digital assets | (2,220) | — | (2,220) | n/a | |||||||||||||||||||
| Interest income | 543 | 63 | 480 | 761.9 | % | ||||||||||||||||||
| Interest expense | (2,700) | (3,349) | 649 | 19.4 | % | ||||||||||||||||||
| Net (loss) income before income taxes | (7,766) | (9,051) | 1,285 | 14.2 | % | ||||||||||||||||||
| Benefit from income taxes | — | — | — | n/a | |||||||||||||||||||
| Net (loss) income | $ | (7,766) | $ | (9,051) | $ | 1,285 | 14.2 | % | |||||||||||||||
For the six months ended June 30, 2026 and 2025, total revenues remained relatively constant, $7.8 million and $7.7 million, respectively. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the six months ended June 30, 2026, to the revenues earned for the same period in 2025.
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| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Fund management fees | $ | 5,922 | $ | 5,483 | $ | 439 | 8.0 | % | ||||||||||||||||||
| Financing fees | 722 | 366 | 356 | 97.3 | % | |||||||||||||||||||||
| Development and construction fees | 749 | 1,507 | (758) | (50.3) | % | |||||||||||||||||||||
| Brokerage fees | 419 | 289 | 130 | 45.0 | % | |||||||||||||||||||||
| Total asset management | 7,812 | 7,645 | 167 | 2.2 | % | |||||||||||||||||||||
| Performance allocations | (49) | 30 | (79) | (263.3) | % | |||||||||||||||||||||
| Total unconsolidated Platform revenue | $ | 7,763 | $ | 7,675 | $ | 88 | 1.1 | % | ||||||||||||||||||
Development and construction fees decreased $0.8 million during the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to a decrease in pre-construction development milestones completed during the six months ended June 30, 2026 as compared to the same period in 2025.
For the six months ended June 30, 2026 and 2025, total expenses remained relatively constant, and were $11.3 million and $11.4 million, respectively.
For the six months ended June 30, 2026, other income, net was $0.2 million, compared to other loss, net of $2.0 million for the same period during 2025. The change was primarily due to investment impairment charges recognized during the six months ended June 30, 2025, with no comparable impairments recorded during the six months ended June 30, 2026.
For the six months ended June 30, 2026, the change in fair value of digital assets resulted in losses of $2.2 million, consisting of $2.1 million of unrealized losses and $0.1 million of realized losses. There was no comparable activity during the corresponding period in 2025.
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Balance Sheets - Platform (Unconsolidated)
The following table and discussion provide insight into our unconsolidated balance sheets of the asset management Platform as of June 30, 2026 and December 31, 2025. Unconsolidated assets, liabilities and stockholders’ equity are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations). Total assets, total liabilities, and total stockholders’ equity are different than those presented on a consolidated basis in accordance with U.S. GAAP, because certain accounts (including notes receivable, due from/to related parties, and investments in unconsolidated entities) are eliminated in consolidation when they are due from/to consolidated funds. Furthermore, we are required to add to this balance sheet, assets and liabilities and equity of the consolidated funds which are items that are not available to a shareholder of CWD. See the Non-GAAP Measures section below for reconciliations of the unconsolidated results to the most comparable U.S. GAAP measure.
| June 30, 2026 | December 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Assets | ||||||||||||||
| Cash | $ | 1,444 | $ | 2,538 | ||||||||||
| Restricted cash | 2,367 | 2,628 | ||||||||||||
| Real estate investments, net | 21,942 | 21,945 | ||||||||||||
| Digital assets | 1,650 | 6,850 | ||||||||||||
| Notes receivable - related parties | 10,235 | 7,348 | ||||||||||||
| Due from related parties | 11,042 | 10,597 | ||||||||||||
| Investments in unconsolidated entities | 11,448 | 11,629 | ||||||||||||
| Operating lease - right of use assets | 3,484 | 3,712 | ||||||||||||
| Prepaid and other assets | 2,525 | 2,740 | ||||||||||||
| Total assets | $ | 66,137 | $ | 69,987 | ||||||||||
| Liabilities | ||||||||||||||
| Notes payable, net | $ | 42,801 | $ | 46,347 | ||||||||||
| Accounts payable and accrued expenses | 7,462 | 7,325 | ||||||||||||
| Redeemable preferred stock | 8,387 | 5,101 | ||||||||||||
| Due to related parties | 193 | 186 | ||||||||||||
| Operating lease liabilities | 4,063 | 4,163 | ||||||||||||
| Other liabilities | 749 | 819 | ||||||||||||
| Total liabilities | 63,655 | 63,941 | ||||||||||||
| Stockholders’ Equity | ||||||||||||||
| Preferred stock - Series A | — | — | ||||||||||||
| Preferred stock - Series B | — | — | ||||||||||||
| Preferred stock - Series AAA | — | — | ||||||||||||
| Common stock | 9 | 7 | ||||||||||||
| Paid-in capital | 84,210 | 77,263 | ||||||||||||
| Accumulated deficit | (81,737) | (71,224) | ||||||||||||
| Total stockholders’ equity | 2,482 | 6,046 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 66,137 | $ | 69,987 | ||||||||||
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Investment Valuations
The investments that are held by our funds are generally considered to be illiquid and have no readily ascertainable market value. We value these investments based on our estimate of their fair value as of the date of determination. We estimate the fair value of our fund’s investments based on several inputs built within forecasting models. The models generally rely on discounted cash flow analysis and other techniques and may include independently sourced market parameters. The material estimates and assumptions used in these models include the timing and expected amounts of cash flows, income and expenses for the property, the appropriateness of discount rates used, overall capitalization rate, and, in some cases, the ability to execute, estimated proceeds and timing of expected sales and financings. Most of our assets utilize the income approach to value the property. Where appropriate, management may obtain additional supporting evidence of values from methods generally utilized in the real estate investment industry, such as appraisal reports and broker price opinion reports.
With respect to the underlying factors that led to the change in fair value in the current year, we identify assets that are undervalued and/or underperforming as part of our acquisition strategy. Such assets generally undergo some form of repositioning soon after our acquisition to help drive increased appreciation and operating performance. Once the repositioning is complete, we focus on increasing the asset’s net operating income, thereby further increasing the value of the asset. By making these below-market acquisitions, adding value through development activities, and increasing free cash flow with proper management all represent a material component to our core business model.
A unique feature of our funds is the discretion given to our management team to decide when to sell assets and when to hold them. We believe this discretion allows us to avoid selling properties that, while their business plan may have matured, the market will not pay an attractive price in the current environment. Avoiding selling at a time of disruption, such as all of 2020, is critical to preserving the value of our assets, our carried interest, our ongoing revenues, and our clients’ capital. While this is management’s expectation, there can be no assurance these outcomes will occur.
Assets Under Management
AUM refers to the assets we manage or sponsor. We monitor two types of information with regard to our AUM:
i.Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds. It also includes fundraising into our corporate note program, the proceeds of which were used, in part, to invest in or loan to our funds. We use this information to monitor, among other things, the amount of ‘preferred return’ that would be paid at the time of a distribution and the potential to earn a performance fee over and above the preferred return at the time of the distribution. Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for our management to further calculate and predict future earnings.
ii.Fair Value (“FV”) AUM – we define this as the aggregate fair value of the real estate assets we manage and from which we derive management fees, performance revenues and other fees and expense reimbursements. We estimate the value of these assets quarterly to help make sale and hold decisions and to evaluate whether an existing asset would benefit from refinancing or recapitalization. This also gives us insight into the value of our carried interest at any point in time. We also utilize FV AUM to predict the percentage of our portfolio which may need development services in a given year, fund management services (such as refinance), and brokerage services. As we control the decision to hire for these services, our service income is generally predictable based upon our current portfolio AUM and our expectations for AUM growth in the year forecasted. As of June 30, 2026, we had total FV AUM of approximately $737.2 million.
Although we believe we are utilizing generally accepted methodologies for our calculation of Managed Capital and FV AUM, it may differ from our competitors, thereby making these metrics non-comparable to our competitors.
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Managed Capital
The table below summarizes the activity of the managed capital for the six months ended June 30, 2026 (in thousands):
| Managed Capital | ||||||||
Balance as of December 31, 2025 | $ | 517,186 | ||||||
| Originations | 10,478 | |||||||
| Return of capital | (316) | |||||||
Investment write-offs(1) | (37,764) | |||||||
Balance as of March 31, 2026 | $ | 489,584 | ||||||
| Originations | 6,400 | |||||||
| Return of capital | (23) | |||||||
Investment write-offs(1) | (355) | |||||||
Balance as of June 30, 2026 | 495,606 | |||||||
(1)Decrease driven by the sale of assets by our investment funds, as well as the recording of an impairment reserve related to an investment held by one of our diversified funds while recoverability is being evaluated.
The table below summarizes the activity of the managed capital for the six months ended June 30, 2025 (in thousands):
| Managed Capital | ||||||||
Balance as of December 31, 2024 | $ | 492,542 | ||||||
| Originations | 2,990 | |||||||
| Return of capital | (315) | |||||||
Balance as of March 31, 2025 | $ | 495,217 | ||||||
| Originations | 4,226 | |||||||
| Return of capital | (876) | |||||||
Balance as of June 30, 2025 | 498,567 | |||||||
The following table summarizes managed capital for our investment fund portfolios as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Real Estate | |||||||||||
| Hospitality | $ | 49,347 | $ | 49,289 | |||||||
Caliber Hospitality Trust(1) | 97,031 | 97,037 | |||||||||
| Residential | 108,485 | 103,961 | |||||||||
| Commercial | 185,054 | 180,569 | |||||||||
Total Real Estate(2) | 439,917 | 430,856 | |||||||||
Credit(3) | 53,382 | 82,163 | |||||||||
Other(4) | 2,307 | 4,167 | |||||||||
| Total | $ | 495,606 | $ | 517,186 | |||||||
___________________________________________
(1)We earn a fund management fee of 0.70% of CHT’s enterprise value and are reimbursed for certain costs incurred on behalf of CHT.
(2)We include capital raised from our investors through corporate note issuances that was further invested in our funds in Managed Capital. At June 30, 2026, and December 31, 2025, we had invested $11.4 million and $11.6 million, respectively, in our funds.
(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. At June 30, 2026 and December 31, 2025, we had loaned $11.3 million and $8.5 million, respectively, to our funds.
(4) Other managed capital represents undeployed capital held in our diversified funds.
Managed capital activity for our hospitality investment funds and CHT was effectively flat for the six months ended June 30, 2026.
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Managed capital for our residential investment funds increased by $4.5 million during the six months ended June 30, 2026, due to: (i) $1.4 million in capital raised into our residential assets, and (ii) $3.1 million contributed by our diversified funds.
Managed capital for our commercial investment funds increased by $4.5 million during the six months ended June 30, 2026, due to: (i) $1.9 million in capital raised into our commercial assets, and (ii) $2.6 million contributed by our diversified funds. The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties.
During the six months ended June 30, 2026, the decrease in credit managed capital was driven by the sale of assets by our investment funds, as well as the recording of impairment reserves related to investments held by one of our diversified funds.
FV AUM
The table below details the activities that had an impact on our FV AUM, during the six months ended June 30, 2026 (in thousands):
FV AUM | |||||
| Balances as of December 31, 2025 | $ | 779,730 | |||
Assets acquired(1) | 4,150 | ||||
| Construction, net of market depreciation | (4,675) | ||||
Assets sold(2) | (10,275) | ||||
Credit(3) | (29,403) | ||||
Other(4) | (3,176) | ||||
| Balances as of March 31, 2026 | $ | 736,351 | |||
| Construction and net market depreciation | (441) | ||||
Assets sold (2) | (659) | ||||
Credit(3) | 622 | ||||
Other(4) | 1,316 | ||||
| Balances as of June 30, 2026 | 737,189 | ||||
The table below details the activities that had an impact on our FV AUM, during the six months ended June 30, 2025 (in thousands):
FV AUM | |||||
| Balances as of December 31, 2024 | $ | 794,923 | |||
| CHT contribution | 10,300 | ||||
| Construction and net market appreciation | 25,800 | ||||
Credit(3) | 379 | ||||
Other(4) | (644) | ||||
| Balances as of March 31, 2025 | $ | 830,758 | |||
| Construction and net market appreciation | (25,313) | ||||
Assets sold or disposed(2) | (1,487) | ||||
Credit(3) | 627 | ||||
Other(4) | (1,409) | ||||
| Balances as of June 30, 2025 | 803,176 | ||||
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The following table summarizes FV AUM of our investment fund portfolios as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Real Estate | |||||||||||
| Hospitality | $ | 51,100 | $ | 55,600 | |||||||
| Caliber Hospitality Trust | 189,700 | 191,900 | |||||||||
| Residential | 160,600 | 165,900 | |||||||||
| Commercial | 280,100 | 280,000 | |||||||||
| Total Real Estate | 681,500 | 693,400 | |||||||||
Credit(3) | 53,382 | 82,163 | |||||||||
Other(4) | 2,307 | 4,167 | |||||||||
| Total | $ | 737,189 | $ | 779,730 | |||||||
___________________________________________
(1)Assets acquired during the six months ended June 30, 2026 include one land parcel intended for hotel development in Colorado.
(2)Assets sold during the six months ended June 30, 2026 include one multi-family residential asset and a portion of a land asset.
(3)Credit FV AUM represents loans made to our investment funds by our diversified credit fund.
(4)Other FV AUM represents undeployed capital held in our diversified funds.
Assets Under Development
We have several development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. If we complete all AUD at June 30, 2026, up through sale, we estimate we could earn up to $95.7 million in performance allocations. As of June 30, 2026, we are actively developing 1,776 multifamily units, 497 single family units, 3.7 million square feet of commercial and industrial, and 3.6 million square feet of office and retail. If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $1.8 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing. We are under no obligation to complete these projects and may dispose of any such assets at any time. There can be no assurance that AUD will ultimately be developed or constructed because of the nature of the cost of the approval and development process and market demand for a particular use. In addition, the mix of residential and commercial assets under development may change prior to final development. The development of these assets will require significant additional financing or other sources of funding which may not be available.
Non-GAAP Measures
We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes. We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provide investors a view of the performance attributable to us. When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our presentation of non-GAAP measures may not be comparable to similarly identified measures of other companies because not all companies use the same calculations. These measures may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which amounts are further adjusted to reflect certain other cash and non-cash charges and are used by us to determine compliance with financial covenants therein and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.
Asset Management Platform or Platform
Platform refers to the performance of our asset management platform segment, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds. These activities include asset management, transaction services, and performance allocations. Management believes that this is an important view of us because it communicates performance of us that would be most useful for understanding the value of CWD.
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Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP performance measure used to assess our ability to generate profits from fee-based revenues focusing on whether our core revenue streams are sufficient to cover our core operating expenses. Fee-Related Earnings represents our net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and change in fair value of digital assets, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed. Fee-Related Earnings is presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to CaliberCos Inc. and is consistent with performance models and analysis used by management.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP performance measure equal to Fee-Related Earnings plus performance allocation revenue and less interest expenses and provision for income taxes. We believe that Distributable Earnings can be useful as a supplemental performance measure to our U.S. GAAP results assessing the amount of earnings available for distribution.
Platform Earnings
Platform Earnings represents the performance of our asset management platform segment, which generates revenues and expenses from managing our investment portfolio, excluding any consolidated assets or funds. We evaluate recurring earnings capacity through fee-related earnings, defined as fund management fees, financing fees, development and construction fees, organizational and offering fees, and brokerage fees, less direct operating expenses. We believe this measure provides investors with insight into the recurring operating profile of our asset management platform independent of performance allocation timing.
Platform Earnings per Share
Platform Earnings per Share is calculated as Platform Earnings divided by weighted average CWD common shares outstanding.
Platform Adjusted EBITDA
Platform Adjusted EBITDA represents our Distributable Earnings adjusted for interest expense, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.
Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA represents our and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.
Platform Basic and Diluted Earnings Per Share (“EPS”)
Platform Basic and Diluted EPS represents earnings per share generated by the Platform, without reflecting the impact of consolidation. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.
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The following table presents a reconciliation of net loss attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Platform Adjusted EBITDA, and Consolidated Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (3,358) | $ | (5,299) | $ | (6,977) | $ | (9,706) | |||||||||||||||
| Net loss attributable to noncontrolling interests | (2,154) | (401) | (4,466) | (548) | |||||||||||||||||||
| Net loss | (5,512) | (5,700) | (11,443) | (10,254) | |||||||||||||||||||
| Provision for income taxes | — | — | — | — | |||||||||||||||||||
| Net loss before income taxes | (5,512) | (5,700) | (11,443) | (10,254) | |||||||||||||||||||
| Depreciation and amortization | 176 | 174 | 358 | 336 | |||||||||||||||||||
| Consolidated funds’ impact on fee-related earnings | 1,891 | 609 | 3,314 | 680 | |||||||||||||||||||
| Stock-based compensation | 367 | 369 | 695 | 1,030 | |||||||||||||||||||
| Severance | 393 | 454 | 403 | 505 | |||||||||||||||||||
| Performance allocations | 83 | (22) | 49 | (23) | |||||||||||||||||||
| Other income, net | (1,329) | (783) | (1,541) | (417) | |||||||||||||||||||
| Investments impairment | 176 | 2,037 | 359 | 2,316 | |||||||||||||||||||
| Change in fair value of digital assets | 324 | — | 2,220 | — | |||||||||||||||||||
| Bad debt expense | 977 | 106 | 989 | 109 | |||||||||||||||||||
| Interest expense, net | 1,022 | 1,708 | 2,157 | 3,286 | |||||||||||||||||||
| Fee-Related Earnings | (1,432) | (1,048) | (2,440) | (2,432) | |||||||||||||||||||
| Performance allocations | (83) | 22 | (49) | 23 | |||||||||||||||||||
| Interest expense, net | (1,022) | (1,708) | (2,157) | (3,286) | |||||||||||||||||||
| Distributable Earnings | (2,537) | (2,734) | (4,646) | (5,695) | |||||||||||||||||||
| Interest expense | 1,313 | 1,738 | 2,700 | 3,349 | |||||||||||||||||||
| Other income, net | 1,329 | 783 | 1,541 | 417 | |||||||||||||||||||
| Consolidated funds’ impact on Caliber Adjusted EBITDA | 191 | 159 | 363 | 523 | |||||||||||||||||||
| Platform Adjusted EBITDA | 296 | (54) | (42) | (1,406) | |||||||||||||||||||
| Consolidated funds' EBITDA Adjustments | (273) | 111 | (654) | 1,321 | |||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | 23 | $ | 57 | $ | (696) | $ | (85) | |||||||||||||||
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All share and per share amounts in the Platform and Consolidated, basic and diluted earnings per share calculations below have been affected for the Reverse Stock Split, retroactively, for all periods presented.
The following tables present a reconciliation of Platform revenues, expenses and net income to the most comparable U.S. GAAP measure for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management revenues | $ | 3,741 | $ | (536) | $ | 3,205 | |||||||||||
| Performance allocations | (83) | — | (83) | ||||||||||||||
| Consolidated funds – other revenues | — | 1,072 | 1,072 | ||||||||||||||
| Total revenues | 3,658 | 536 | 4,194 | ||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | 4,744 | (203) | 4,541 | ||||||||||||||
| General and administrative | 854 | (10) | 844 | ||||||||||||||
| Marketing and advertising | 145 | — | 145 | ||||||||||||||
| Depreciation and amortization | 175 | (6) | 169 | ||||||||||||||
Consolidated funds – other expenses | — | 2,646 | 2,646 | ||||||||||||||
| Total expenses | 5,918 | 2,427 | 8,345 | ||||||||||||||
| Other income (loss), net | 176 | (191) | (15) | ||||||||||||||
| Change in fair value of digital assets | (324) | — | (324) | ||||||||||||||
| Interest income | 291 | — | 291 | ||||||||||||||
| Interest expense | (1,313) | — | (1,313) | ||||||||||||||
| Net loss before income taxes | (3,430) | (2,082) | (5,512) | ||||||||||||||
| Provision for income taxes | — | — | — | ||||||||||||||
| Net loss | (3,430) | (2,082) | (5,512) | ||||||||||||||
| Net loss attributable to noncontrolling interests | — | (2,154) | (2,154) | ||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (3,430) | $ | 72 | $ | (3,358) | |||||||||||
| Basic and diluted net loss per share | $ | (0.39) | $ | (0.38) | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic and diluted | 8,816 | 8,816 | |||||||||||||||
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| Six Months Ended June 30, 2026 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management revenues | $ | 7,812 | $ | (943) | $ | 6,869 | |||||||||||
| Performance allocations | (49) | — | (49) | ||||||||||||||
| Consolidated funds – other revenues | — | 1,668 | 1,668 | ||||||||||||||
| Total revenues | 7,763 | 725 | 8,488 | ||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | 7,999 | (370) | 7,629 | ||||||||||||||
| General and administrative | 2,665 | (20) | 2,645 | ||||||||||||||
| Marketing and advertising | 323 | — | 323 | ||||||||||||||
| Depreciation and amortization | 358 | (14) | 344 | ||||||||||||||
| Consolidated funds – other expenses | — | 4,443 | 4,443 | ||||||||||||||
| Total expenses | 11,345 | 4,039 | 15,384 | ||||||||||||||
| Other income (loss), net | 193 | (363) | (170) | ||||||||||||||
| Change in fair value of digital assets | (2,220) | — | (2,220) | ||||||||||||||
| Interest income | 543 | — | 543 | ||||||||||||||
| Interest expense | (2,700) | — | (2,700) | ||||||||||||||
| Net loss before income taxes | (7,766) | (3,677) | (11,443) | ||||||||||||||
| Provision for income taxes | — | — | — | ||||||||||||||
| Net loss | (7,766) | (3,677) | (11,443) | ||||||||||||||
| Net loss attributable to noncontrolling interests | — | (4,466) | (4,466) | ||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (7,766) | $ | 789 | $ | (6,977) | |||||||||||
| Basic and diluted net loss per share | $ | (0.98) | $ | (0.92) | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic and diluted | 7,913 | 7,913 | |||||||||||||||
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| Three Months Ended June 30, 2025 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management | $ | 4,103 | $ | (357) | $ | 3,746 | |||||||||||
| Performance allocations | 23 | (1) | 22 | ||||||||||||||
| Consolidated funds – hospitality revenue | — | 1,138 | 1,138 | ||||||||||||||
| Consolidated funds – other revenue | — | 167 | 167 | ||||||||||||||
| Total revenues | 4,126 | 947 | 5,073 | ||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | 3,841 | (170) | 3,671 | ||||||||||||||
| General and administrative | 1,183 | (10) | 1,173 | ||||||||||||||
| Marketing and advertising | 147 | — | 147 | ||||||||||||||
| Depreciation and amortization | 174 | (8) | 166 | ||||||||||||||
| Consolidated funds – hospitality expenses | — | 1,278 | 1,278 | ||||||||||||||
| Consolidated funds – other expenses | — | 466 | 466 | ||||||||||||||
| Total expenses | 5,345 | 1,556 | 6,901 | ||||||||||||||
| Other loss, net | (2,014) | (150) | (2,164) | ||||||||||||||
| Interest income | 30 | — | 30 | ||||||||||||||
| Interest expense | (1,738) | — | (1,738) | ||||||||||||||
| Net loss before income taxes | (4,941) | (759) | (5,700) | ||||||||||||||
| Provision for income taxes | — | — | — | ||||||||||||||
| Net loss | (4,941) | (759) | (5,700) | ||||||||||||||
| Net loss attributable to noncontrolling interests | — | (401) | (401) | ||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (4,941) | $ | (358) | $ | (5,299) | |||||||||||
| Basic and diluted net loss per share | $ | (3.87) | $ | (4.15) | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic and diluted | 1,278 | 1,278 | |||||||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||
| Platform | Impact of Consolidated Funds | Consolidated | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management | $ | 7,645 | $ | (703) | $ | 6,942 | |||||||||||
| Performance allocations | 30 | (7) | 23 | ||||||||||||||
| Consolidated funds – hospitality revenue | — | 5,057 | 5,057 | ||||||||||||||
| Consolidated funds – other revenue | — | 312 | 312 | ||||||||||||||
| Total revenues | 7,675 | 4,659 | 12,334 | ||||||||||||||
| Expenses | |||||||||||||||||
| Operating costs | 8,009 | (294) | 7,715 | ||||||||||||||
| General and administrative | 2,775 | (21) | 2,754 | ||||||||||||||
| Marketing and advertising | 312 | — | 312 | ||||||||||||||
| Depreciation and amortization | 336 | (13) | 323 | ||||||||||||||
| Consolidated funds – hospitality expenses | — | 4,743 | 4,743 | ||||||||||||||
| Consolidated funds – other expenses | — | 924 | 924 | ||||||||||||||
| Total expenses | 11,432 | 5,339 | 16,771 | ||||||||||||||
| Other loss, net | (2,008) | (522) | (2,530) | ||||||||||||||
| Interest income | 63 | (1) | 62 | ||||||||||||||
| Interest expense | (3,349) | — | (3,349) | ||||||||||||||
| Net loss before income taxes | (9,051) | (1,203) | (10,254) | ||||||||||||||
| Provision for income taxes | — | — | — | ||||||||||||||
| Net loss | (9,051) | (1,203) | (10,254) | ||||||||||||||
| Net loss attributable to noncontrolling interests | — | (548) | (548) | ||||||||||||||
| Net loss attributable to CaliberCos Inc. | $ | (9,051) | $ | (655) | $ | (9,706) | |||||||||||
| Basic and diluted net loss per share | $ | (7.47) | $ | (8.00) | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic and diluted | 1,212 | 1,212 | |||||||||||||||
Liquidity and Capital Resources
At June 30, 2026, the Company’s corporate note portfolio consisted of 148 unsecured notes with an aggregate principal balance of $26.2 million, compared to 178 unsecured notes with an aggregate principal balance of $29.6 million at December 31, 2025 and 195 unsecured notes with an aggregate principal balance of $33.0 million at June 30, 2025, a 20.6% decrease year over year. 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. As of August 13, 2026, an aggregate of $21.0 million of corporate and convertible notes mature within the 12-month period subsequent to when these condensed consolidated financial statements were issued.
The Company has incurred recurring operating losses and negative cash flow from operations, and may experience additional operating losses and negative cash flow in the near term. The Company does not have sufficient cash and other liquid assets on-hand to satisfy these maturities in full. 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 the Company’s near-term maturities and the status of related plans intended to address them.
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.
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To satisfy the maturity of these corporate notes, the Company intends to continue executing on the following strategies, which the Company has been actively pursuing during 2025 and the first half of 2026:
i.Reg A+ Series AA Preferred Stock Offering. Raise up to $20.0 million of Series AA Preferred Stock through the Company’s Reg A+ offering, which was qualified on March 12, 2025. From program inception through August 13, 2026, the Company has raised $8.1 million in proceeds from its Series AA Preferred Stock.
ii.Note Refinancing into 36-Month Term Program. Refinance existing 12-month term corporate notes into the Company’s 36-month term corporate note program. From program inception through August 13, 2026, the Company has refinanced $6.7 million of 12-month term corporate notes into the 36-month term program.
iii.Note Conversion Program. Convert corporate notes into shares of Caliber Class A common stock or Series AAA Convertible Preferred Stock through the Company’s note conversion program (the “Program”), launched in October 2025. Under the Program, holders of outstanding promissory notes may elect to convert all or part of their notes into Class A common stock at a per share conversion price equaling the lower of (i) the average closing price of the Company’s Class A common stock over the five trading days prior to the execution, or (ii) the closing bid price of the Company’s Class A common stock the business day preceding execution, or, alternatively into shares of Series AAA Convertible Preferred Stock. From program inception through August 13, 2026, the Company has successfully converted $3.8 million of corporate notes into 2,269,677 shares of Class A common stock at conversion prices ranging from $1.06 to $3.72 per share, and an additional $1.5 million of corporate notes into 1,529 shares of Series AAA Convertible Preferred Stock subsequent to June 30, 2026.
iv.Equity Issuances Through ELOC and ATM Facilities. Raise additional equity through the Company’s existing equity line of credit (“ELOC”) and at-the-market (“ATM”) facilities, with a portion of the proceeds allocated to general corporate purposes. From program inception through August 13, 2026, the Company generated $41.1 million in net cash from equity issuances across all sources.
In addition to the financing actions noted, management continues to execute various plans implemented to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with actions taken in prior reporting periods, these plans include: i) further reducing operating costs, including the workforce reductions implemented in 2025 that are expected to generate annualized cost savings of $3.9 million in compensation and employee benefit expenses in 2026; ii) collecting all or part of the Company’s $11.2 million in accounts receivable; iii) collecting all or part of its $11.4 million in investments from its managed funds, iv) continuing to expand fundraising channels and managed capital; v) selling or accepting outside investment into the Company’s corporate headquarters; vi) placing debt on unencumbered assets; and vii) generating planned cash flow from operations through the execution of the Company’s existing project pipeline.
During the six months ended June 30, 2026, the Company executed against these plans and, among other things: (i) collected $4.9 million in notes receivable from related parties; (ii) collected $7.4 million in accounts receivable; (iii) issued $3.4 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) converted $3.5 million of corporate notes into Class A common stock and Series AAA Convertible Preferred Stock. As a result of these and prior period actions, the Company’s aggregate corporate note balance decreased from $29.6 million at December 31, 2025 to $26.2 million at June 30, 2026.
After consideration of the implemented and planned actions, management concluded these plans depend on actions of third parties; including noteholders, investors, lenders, and counterparties, and accordingly cannot be deemed probable of being effectively implemented under ASC 205-40. 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.
Management continues to pursue these plans and advance its existing project pipeline to address the near-term funding gap; however, no assurance can be provided that such plans will be successful or implemented in a timely manner sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern.
Each of our funds and the related assets that are acquired or own equity interest in those funds are established as separate legal entities with limited liability. Therefore, the cash flows generated by these entities, whether through operations or financing, are unavailable for general corporate purposes, except as payment to us for services performed by us.
Corporate Debt
As of June 30, 2026, we have issued and outstanding unsecured promissory notes of $26.2 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 10.91%, and maturity dates ranging from January 2024 to March 2028. The purpose of this financing program is to provide us with flexible, short-term capital to be used to grow its assets under management and assist funds in a fast-moving acquisition or investment, as well as general corporate purposes.
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Additionally, the program provides customers of our funds access to a short-term lending opportunity. Management actively manages each relationship to determine if the respective customer would like to redeem upon maturity or extend for an additional period of time. This outstanding debt resulted in interest expense of $0.7 million and $1.6 million for the three and six months ended June 30, 2026, respectively and $0.9 million and $1.8 million for the three and six months ended June 30, 2025, respectively.
Cash Flows Analysis
The section below discusses in more detail our primary sources and uses of cash and primary drivers of cash flows within our condensed consolidated statements of cash flows (in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2026 | 2025 | $ Change | ||||||||||||||||||
| Net cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | (5,290) | $ | (2,908) | $ | (2,382) | ||||||||||||||
| Investing activities | 345 | (4,206) | 4,551 | |||||||||||||||||
| Financing activities | 4,034 | 5,668 | (1,634) | |||||||||||||||||
| Net change in cash and cash equivalents | $ | (911) | $ | (1,446) | $ | 535 | ||||||||||||||
The assets of our consolidated funds, on a gross basis, can be substantially larger than the assets of our core business and, accordingly could have a substantial effect on the accompanying statements of cash flows. The table below summarizes our condensed consolidated statements of cash flow by activity attributable to us and to our consolidated funds (in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2026 | 2025 | $ Change | ||||||||||||||||||
| Net cash used in the Company's operating activities | $ | (2,049) | $ | (3,659) | $ | 1,610 | ||||||||||||||
| Net cash (used in) provided by the consolidated funds' operating activities | (3,241) | 751 | (3,992) | |||||||||||||||||
| Net cash used in the Company's operating activities | (5,290) | (2,908) | (2,382) | |||||||||||||||||
| Net cash (used in) provided by the Company's investing activities | (659) | 27 | (686) | |||||||||||||||||
| Net cash provided by (used in) the consolidated funds' investing activities | 1,004 | (4,233) | 5,237 | |||||||||||||||||
| Net cash provided by (used in) the Company's investing activities | 345 | (4,206) | 4,551 | |||||||||||||||||
| Net cash provided by the Company's financing activities | 2,061 | 2,015 | 46 | |||||||||||||||||
| Net cash provided by the consolidated funds' financing activities | 1,973 | 3,653 | (1,680) | |||||||||||||||||
| Net cash provided by the Company's financing activities | 4,034 | 5,668 | (1,634) | |||||||||||||||||
| Net change in cash and cash equivalents | $ | (911) | $ | (1,446) | $ | 535 | ||||||||||||||
Operating Activities
Our net cash flows from operating activities are generally comprised of asset management revenues and performance allocations, less cash used for operating expenses, including interest paid on our debt obligations. Net cash flows used in operating activities of the Company decreased during the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily related to decreases in interest expense paid. Net cash flows used in operating activities of the consolidated funds increased during the six months ended June 30, 2026, as compared to net cash flows provided by operating activities during the same period in 2025, which was primarily related to the consolidation of VIEs.
Investing Activities
Net cash flows used in investing activities of the Company increased during the six months ended June 30, 2026, as compared to net cash flows provided by investing activities during the same period in 2025, which was primarily related to an increase in net funding of related party notes receivable, offset by cash received from the sale of digital assets. The increase in net cash flows provided by investing activities of the consolidated funds during the six months ended June 30, 2026, as compared to net cash flows used in investing activities during the same period in 2025, is primarily due to the consolidation of VIEs during the six months ended June 30, 2026 compared to the deconsolidation of VIEs during the six months ended June 30, 2025.
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Financing Activities
Net cash flows provided by financing activities of the Company remained relatively constant during the six months ended June 30, 2026 as compared to the same period in 2025. The decrease in net cash flows provided by financing activities of the consolidated funds during the six months ended June 30, 2026, as compared to the same period in 2025, is primarily due to a decrease in net proceeds from notes payable, offset by an increase in contributions from noncontrolling interest holders and a decrease in distributions to noncontrolling interest holders.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.
Accounting Policies and Estimates of the Company
We believe the following critical accounting policies affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements.
Revenue Recognition
In accordance with the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation.
Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees. The recognition and measurement of revenue is based on the assessment of individual contract terms. For performance obligations satisfied at a point in time, there are no significant judgments made in evaluating when the customer obtains control of the promised service.
For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of our progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. 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. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to us. Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
The following describes revenue recognition for the fees we earn from providing services under our asset management Platform:
Fund set-up fees are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund. 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 us to provide management services, representing a performance obligation that we satisfy over time. With respect to CHT, we earn a fund management fee of 0.7% of CHT’s enterprise value and are reimbursed for certain costs incurred on behalf of CHT. These revenues are included in asset management revenues in the accompanying condensed consolidated statements of operations.
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Financing fees are earned for services we perform in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, we earn fees for guaranteeing certain loans, representing a performance obligation that we satisfy over time. These revenues are included in asset management revenues in the accompanying condensed consolidated statements of operations.
Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds. Revenues are generally based on 4.0% of the total expected costs of the development or 4.0% of the total expected costs of the construction project. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied. These revenues are included in asset management revenues in the accompanying condensed 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 condensed consolidated statements of operations.
Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula. We typically receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0% to 12.0%, typically 6.0% for common equity or 10.0% to 12.0% for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold. These revenues are included in performance allocations in the accompanying condensed consolidated statements of operations.
Digital Assets
We account for our digital assets in accordance with ASU 2023-08, Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires in-scope crypto assets (including our LINK holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income (loss) each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. We adopted this guidance effective September 9, 2025, upon the completion of our initial purchase of LINK as part of the inauguration of our digital asset treasury strategy.
We initially record our LINK purchases at cost, with any subsequent changes in fair value recognized as incurred in the accompanying condensed consolidated statements of operations. The fair value of our LINK is adjusted and disclosed within the accompanying condensed consolidated balance sheets at the end of each reporting period. We determine the fair value of our LINK holdings in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that we have determined is our principal market for LINK (Level 1 inputs). A deferred tax asset or liability is recorded for subsequent changes in fair value of our digital assets, representing the temporary difference between the carrying amount and tax basis of the assets.
Consistent with our digital asset treasury strategy, our intent is to make consistent purchases of LINK over time, establishing a material position in LINK holdings within our treasury. In the event we opt to sell all or a portion of our LINK holdings, it will calculate the realized gain or loss recognized in the condensed consolidated statements of operations as the difference between the gross sales price and the carrying value of the LINK sold immediately prior to sale. We use the first-in, first-out method to identify which LINK tokens are deemed sold for purposes of determining cost basis, which is used for disclosure and tax reporting.
Income Taxes
We account for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit carry forwards. 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.
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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on our ability to utilize the loss carryforward.
We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Related interest and penalties are classified as income taxes in the financial statements.
Accounting Estimates of Consolidated Funds
We believe the following critical accounting policies affect the consolidated funds’ more significant estimates and judgments used in the preparation of our consolidated financial statements.
Consolidated Fund Revenues
In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income.
Consolidated funds – hospitality revenue
In May 2025, the Company deconsolidated DoubleTree by Hilton Tucson Convention Center (“TCC”), which was the only consolidated fund with hospitality revenues. Accordingly, following the deconsolidation of TCC, the Company no longer has hospitality revenue. The below policy applies to hospitality revenue recognized prior to the deconsolidation of TCC.
Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax.
Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered.
For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale.
The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place.
Consolidated funds – other revenue
Consolidated funds - other revenue primarily consists of rental revenue of $1.1 million and $1.7 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively. Rental revenue includes the revenues generated primarily by the rental operations of the residential and commercial properties of our consolidated funds.
Consolidated Fund Expenses
Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, the consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by the consolidated funds, insurance expenses, professional fees and other costs associated with administering and supporting those funds.
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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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from volatility in the digital asset market relating to LINK tokens and interest rate risk relating to variable-rate borrowings.
Digital Asset Risk
Historically, digital asset markets have experienced significant price volatility, limited liquidity and trading volumes relative to sovereign currency markets, a developing regulatory environment, and risks related to market abuse, manipulation, and compliance or internal control failures at exchanges. These risks are heightened by the electronic and decentralized nature of digital assets. During periods of market instability, we may be unable to sell our LINK tokens at favorable prices, or at all.
In addition, LINK held with custodians or transacted through trading partners are not subject to the protections available for cash or securities held with institutions regulated by the FDIC or the Securities Investor Protection Corporation. We may also be unable to obtain term loans or complete other capital-raising transactions using our unencumbered LINK holdings as collateral, particularly during periods of market stress or following significant declines in the price of LINK. If we are unable to transact in LINK, raise capital using LINK as collateral, or otherwise generate liquidity from our LINK holdings—and especially if we are required to sell LINK at a substantial loss to meet working capital requirements—our business and financial condition could be materially and adversely affected.
Interest Rate Risk
In addition to our LINK digital asset treasury strategy, to meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time-to-time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
As of June 30, 2026, our debt included fixed-rate debt with a fair value and carrying value of $56.9 million and $61.9 million, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise.
As of June 30, 2026, our debt included variable-rate debt with a fair value and carrying value of $48.8 million. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their June 30, 2026 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $0.5 million annually.
Credit Risk
Substantially all of our revenues are generated from the management, ownership and/or operations of real estate assets located across the United States. We mitigate the associated risk by:
•diversifying our investments in real estate assets across multiple asset types, including hospitality, multi-family, and multi-tenant industrial;
•diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located;
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•diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; 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.
Item 4. 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 Acting 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 Acting Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
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 June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are, from time to time, party to various claims and legal proceedings arising out of our ordinary course of business, but we do not believe that any of these claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations.
Item 1A. Risk Factors
You should carefully consider the risk factors previously disclosed in the Risk Factors section in our annual report on Form 10-K filed with the SEC on March 26, 2026. In addition to the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
On April 14, 2026, the Company issued 1,707,930 shares of common stock in satisfaction of $1.9 million of outstanding unsecured corporate notes. The issuance of the common stock was not registered under the Securities Act of 1933, as amended, or any state securities laws, and was effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
On March 20, 2026, the Company issued 63,472 shares of Class A common stock to an institutional investor upon the investor’s exercise of its option to convert 15,868 shares of Series B Preferred Stock into common stock. In September 2025, the Company entered into a securities purchase agreement with the investor, pursuant to which the Company issued 15,868 shares of Series B Preferred Stock to the investor. The shares of Series B Preferred Stock are convertible, at the holder’s option, at the conversion rate set forth in the securities purchase agreement. The issuance of the Series B Preferred Stock was not registered under the Securities Act of 1933, as amended, or any state securities laws, and was effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) Trading Plans
During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted terminated
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Item 6. Exhibit Index
Exhibit Number | Description | |||||||
| 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 | |||||||
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| 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. | ||||
| ** | Furnished herewith. | ||||
| + | Indicates management contract or compensatory plan. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on August 13, 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, this Quarterly Report on Form 10-Q 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 | August 13, 2026 | ||||||||||||
| John C. Loeffler, II | (Principal Executive Officer) | |||||||||||||
| /s/ Michael Rosales | Acting Chief Financial Officer (Principal Financial Officer) | August 13, 2026 | ||||||||||||
| Michael Rosales | ||||||||||||||
| /s/ Jennifer Schrader | President and Vice-Chairperson | August 13, 2026 | ||||||||||||
| Jennifer Schrader | ||||||||||||||
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EXHIBIT 31.1
Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, John C. Loeffler, II, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CaliberCos Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | August 13, 2026 | By: | /s/ John C. Loeffler, II | |||||||||||
| John C. Loeffler, II | ||||||||||||||
Chairman and Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 31.2
Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Rosales, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CaliberCos Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | August 13, 2026 | By: | /s/ Michael Rosales | |||||||||||
| Michael Rosales | ||||||||||||||
Acting Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CaliberCos Inc. (the “Company”) on Form 10-Q, for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Loeffler, II, Chief Executive Officer of CaliberCos Inc., certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: | August 13, 2026 | By: | /s/ John C. Loeffler, II | |||||||||||
| John C. Loeffler, II | ||||||||||||||
Chairman and Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CaliberCos Inc. (the “Company”) on Form 10-Q, for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Rosales, Acting Chief Financial Officer of CaliberCos Inc., certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: | August 13, 2026 | By: | /s/ Michael Rosales | |||||||||||
| Michael Rosales | ||||||||||||||
Acting Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||