Skip to main content

CaliberCos Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

CWD$0.41-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001627282-25-000100

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001627282-25-000157

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 177 previous paragraphs and 203 current paragraphs.

122 unchanged; 50 reworded; 27 added; 5 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

In August 2025, our Board of Directors approved a new digital asset treasury policy designed to enhance the Company’s balance sheet strength, liquidity profile, and long-term growth potential. Under this policy, Caliber intends to allocate a portion of its corporate treasury to digital assets that demonstrate institutional utility and adoption potential, beginning with Chainlink (LINK).

Current report

Chainlink is the leading decentralized oracle network that enables smart contracts and traditional systems to securely interact with real-world data. The Company selected LINK as its inaugural digital asset because it represents core infrastructure within the blockchain ecosystem; supporting the growth of tokenization, decentralized finance, and real-world asset integration. Management believes that Chainlink’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.

Current report

Since adoption of the policy, Caliber has raised capital through equity issuances and deployed a portion of those proceeds to accumulate LINK tokens as a long-term reserve asset. These holdings are reflected on our balance sheet at fair value as of September 30, 2025. Changes in the fair value of our LINK tokens are reflected within net loss on our condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

Current report

The Company has announced that it intends to stake a portion of its LINK holdings once operational and governance requirements are completed. Staking allows participants to commit LINK tokens to support the Chainlink network’s data validation and security functions, earning a yield in the form of additional LINK tokens. Staking is a critical part of the Chainlink ecosystem and provides an opportunity for Caliber to generate passive yield on its holdings while contributing to the stability and reliability of the broader network. Management estimates it may earn a yield of 3% to 9% annualized, based upon internal estimates of the potential to Stake the Company’s LINK treasury.

Current report

In parallel, Caliber is evaluating the potential to operate or participate in Chainlink validator nodes. Validator nodes play a central role in maintaining network consensus and facilitating data integrity. The Company may establish relationships with existing validator operators or develop internal capabilities to support validator participation in the future. Revenues generated from staking or validator operations, if any, would be reinvested to strengthen the Company’s digital asset treasury and asset management platform business.

Current report

Caliber’s movement into digital assets represents a strategic expansion of Caliber’s role as an alternative asset manager. Historically focused on real estate and private credit strategies, Caliber now views itself as a diversified alternative asset manager investing in both real assets and digital assets. The Company intends to leverage its capital markets expertise and investment platform to create and sponsor new investment offerings and funds focused on digital assets and blockchain infrastructure. These future offerings could expand Caliber’s assets under management (AUM) and generate recurring management and performance fees, consistent with the Company’s existing real estate fund model.

Current report

Additionally, Caliber plans to utilize blockchain technology within its real estate investment platform to improve operational efficiency and investor accessibility. Specifically, the Company intends to tokenize real-world assets (RWAs), 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 Caliber, allowing the Company to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.

Current report

The Board and management team view the LINK strategy and broader blockchain initiatives as a natural evolution of Caliber’s 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, Caliber seeks to position itself at the forefront of the convergence between traditional finance (TradFi) and decentralized finance (DeFi).

Current report

Caliber operates 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 (HNW) and ultra high net worth (UHNW) investors with Caliber’s in-house fundraising team and to registered investment advisors (RIAs) and broker-dealers (BDs) with Caliber’s in-house wholesaling team.

Current report

•Caliber were to complete all AUD at September 30, 2025, up through the planned sale of its Managed Assets, the Company estimates it could earn up to $90.5 million in performance allocations, which represents the portion of profits Caliber would be entitled to, presuming the results of each asset’s business plan are achieved. These performance allocations, which are also commonly referred to as “carried interest” in the PERE industry, are not included in the Company’s balance sheet or profit and loss statements until they are realized via the sale of the asset(s) within the fund Caliber manages and, as the fund’s manager, Caliber is entitled to collect the performance allocations. Caliber provides an estimate of the value of the performance allocations as an important point of reference for investors seeking to understand the Company’s estimated book value.

Current report

For the three months ended September 30, 2025, unrealized loss on digital assets was $0.7 million. During the three months ended September 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2024.

Current report

For the three months ended September 30, 2025, other loss, net was $0.3 million compared to other income, net of $0.4 million during the three months ended September 30, 2024, representing a period-over-period change of $0.7 million. The change was primarily due to a loss on extinguishment of debt related to the early repayment of a convertible debt agreement, investment impairment charges related to a real estate fund the Platform both invests in and manages, and credit losses related to certain of the Platform’s investments during the three months ended September 30, 2025, with no comparable activity during the same period in 2024.

Current report

For the three months ended September 30, 2025, unrealized loss on digital assets was $0.7 million. During the three months ended September 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2024.

Current report

During the three months ended September 30, 2025, other loss, net was $0.2 million compared to other income, net of $0.5 million during the three months ended September 30, 2024, representing a period-over-period change of $0.8 million. The change was primarily due to a loss on extinguishment of debt related to the early repayment of a convertible debt agreement, investment impairment charges related to a real estate fund the Platform both invests in and manages, and credit losses related to certain of the Platform’s investments during the three months ended September 30, 2025, with comparable activity during the same period in 2024.

Current report

Comparison of the Consolidated Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Current report

For the nine months ended September 30, 2025, unrealized loss on digital assets was $0.7 million. During the nine months ended September 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2024.

Current report

For the nine months ended September 30, 2025, other loss, net was $2.9 million compared to other income, net of $1.0 million during the nine months ended September 30, 2024, representing a period-over-period change of $3.9 million. The change was primarily due to a loss on extinguishment of debt related to the early repayment of a convertible debt agreement, investment impairment charges related to a real estate fund the Platform both invests in and manages, and credit losses related to certain of the Platform’s investment during the nine months ended September 30, 2025, with no comparable activity during the same period in 2024.

Current report

For the nine months ended September 30, 2025, unrealized loss on digital assets was $0.7 million. During the nine months ended September 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2024.

Current report

During the nine months ended September 30, 2025, other loss, net was $2.2 million compared to other income, net of $1.5 million during the nine months ended September 30, 2024, representing a period-over-period change of $3.7 million. The change was primarily due to a loss on extinguishment of debt related to the early repayment of a convertible debt agreement, investment impairment charges related to a real estate fund the Platform both invests in and manages, and credit losses related to certain of the Platform’s investment during the nine months ended September 30, 2025, with no comparable activity during the same period in 2024.

Current report

iii. Convert corporate notes into shares of Caliber common stock. In October 2025, the Company launched its note conversion program (the “Program”) whereby holders (the “Note Holders”) of outstanding promissory notes (the “Notes”) will convert and cancel all or part of the Note Holders’ Notes in exchange for shares of Class A common stock, par value $0.001 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 of the respective Conversion Agreement, or the (ii) closing bid price of the Company’s Class A common stock the business day preceding the execution of the respective Conversion Agreement (the “Conversion Prices”). Through November 13, 2025 we have successfully converted $1.9 million of corporate notes into 561,747 shares of common stock. The Conversion Prices ranged from $3.14 to $3.72 per share.

Current report

iv. Raise equity in support of our LINK strategy using our approved ELOC or ATM facilities. Some of those proceeds will be used for general operating purposes. Through November 13, 2025, we have raised $34.5 million in cash through the issuance of new equity.

Current report

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 the Company's bitcoin 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 Chainlink (“LINK”) tokens as part of the inauguration of its digital asset treasury (“DAT”) strategy.

Current report

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). In the event of a sale the Company will calculate the gain (loss) to be recognized as the difference between the sales price, net of transaction costs, and carrying value of the LINK tokens sold immediately prior to sale. The Company uses the first-in, first-out cost basis method when calculating the gain (loss) on sale.
Removed paragraphs (5)

Previous report

For the three months ended June 30, 2025 and 2024, other (loss) income, were $(2.2) million and $0.3 million, respectively, representing a period-over-period decrease of $2.5 million. The decrease was primarily due to investment impairment charges related to a real estate fund the Platform both invests in and manages, and to a lesser extent due to unrealized losses related to certain of the Platform’s investments during the three months ended June 30, 2025 as compared to the same period in 2024.

Previous report

During the three months ended June 30, 2025 and 2024, other (loss) income, net was $(2.0) million and $0.5 million, respectively. The decrease was primarily due to investment impairment charges related to a real estate fund the Platform both invests in and manages, and to a lesser extent due to unrealized losses related to certain of the Platform’s investments during the three months ended June 30, 2025, as compared to the same period in 2024.

Previous report

Comparison of the Consolidated Results of Operations for the Six Months Ended June 30, 2025 and 2024

Previous report

For the six months ended June 30, 2025 and 2024, other (loss) income, were $(2.5) million and $0.6 million, respectively, representing a period-over-period decrease of $3.1 million. The decrease was primarily due to investment impairment charges related to a real estate fund the Platform both invests in and manages, and to a lesser extent due to unrealized losses related to certain of the Platform’s investments during the three months ended June 30, 2025 as compared to the same period in 2024.

Previous report

During the six months ended June 30, 2025 and 2024, other income, net was $(2.0) million and $0.9 million, respectively. The decrease was primarily due to investment impairment charges related to a real estate fund the Platform both invests in and manages, and to a lesser extent due to unrealized losses related to certain investments during the six months ended June 30, 2025, as compared to the same period in 2024.
Reworded paragraphs (50)

Previous wording

Over the past 16 years, we have grown into a leading diversified alternative asset management firm, with more than $2.8 billion in assets under management (“AUM”) and assets under development (“AUD”). Our primary goal is to enhance the wealth of accredited investors seeking to make investments in middle-market assets. We strive to build wealth for our clients by creating, managing, and servicing middle-market investment funds, private syndications, and direct investments. Through our funds, we invest primarily in real estate, private equity, and debt facilities. We market and fundraise to direct channels and to wholesale channels.

Current wording

Over the past 16 years, we have grown into a leading diversified alternative asset management firm, with more than $2.7 billion in Managed Assets, comprised of $0.8 billion of assets under management (“AUM”) and $1.9 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.

Previous wording

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. If we complete all AUD at June 30, 2025, up through sale, we estimate we could earn up to $84.8 million in performance allocations. As of June 30, 2025, we are actively developing 1,776 multifamily units, 697 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 $2.0 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.

Current wording

As of September 30, 2025, we are actively developing 1,776 multifamily units, 697 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 $1.9 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing.

Previous wording

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, 2025 of $750.0 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.

Current wording

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 September 30, 2025 of $758.1 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.

Previous wording

Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, global tariffs, slowing economic growth and geopolitical uncertainty. The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but decreased to 2.7% in June 2025. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 50 basis points in September 2024, by 25 basis points in November 2024, and by 25 basis points in December 2024, resulting in a target rate range of 4.25% to 4.50% at June 30, 2025. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for 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.

Current wording

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 3.0% in September 2025. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 50 basis points in September 2024, by 25 basis points in November 2024, by 25 basis points in December 2024, and by 25 basis points in September 2025, resulting in a target rate range of 4.00% to 4.25% at September 30, 2025. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for 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.

Previous wording

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 consolidated financial statements included herein.

Current wording

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.

Previous wording

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, we deconsolidated DoubleTree by Hilton Tucson Convention Center 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, 2025 and 2024 (in thousands):

Current wording

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, DoubleTree by Hilton Tucson Convention Center was not consolidated during the three months ended September 30, 2025. The following table and discussion provide insight into our consolidated results of operations for the three months ended September 30, 2025 and 2024 (in thousands):

Previous wording

For the three months ended June 30, 2025 and 2024, total revenues were $5.1 million and $8.2 million, respectively, representing a period-over-period decrease of 38.0%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of Caliber Hospitality Trust and Caliber Hospitality, LP and its consolidated subsidiaries in March 2024. In addition, Elliot & 51st St LLC (“Elliot”), DT Mesa Holdco II, LLC (“DT Mesa”), and CFIF III were deconsolidated during the year ended December 31, 2024. This decrease, was partially offset by an increase in asset management revenues, primarily driven by an increase in fund management revenues. 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.

Current wording

For the three months ended September 30, 2025 and 2024, total revenues were $3.6 million and $11.3 million, respectively, representing a period-over-period decrease of 67.8%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of DT Mesa and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the three months ended June 30, 2025. The decrease was also due to a decrease in asset management revenues, primarily driven by an decrease in development and construction revenues and fund management revenues. 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.

Previous wording

For the six months ended June 30, 2025 and 2024, total expenses were $16.8 million and $40.0 million, respectively, representing a period-over-period decrease of 58.0%. The decrease was primarily due to a decrease in consolidated fund expenses which was primarily due to the deconsolidation of Caliber Hospitality Trust, Caliber Hospitality, LP, Elliot, DT Mesa, and CFIF III and a decrease in operating costs related to payroll and bonus expenses.

Current wording

For the three months ended September 30, 2025 and 2024, total expenses were $5.5 million and $10.4 million, respectively, representing a period-over-period decrease of 47.3%. The decrease was primarily due to the decrease in consolidated fund revenues resulting from the deconsolidation of DT Mesa and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the three months ended June 30, 2025. The decrease was also due to a decrease in operating costs related to payroll and bonus expenses.

Previous wording

For the three months ended June 30, 2025 and 2024, total revenues were $4.1 million and $4.2 million, respectively, representing a period-over-period decrease of 2.0%. 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, 2025, to the revenues earned for the same period in 2024.

Current wording

For the three months ended September 30, 2025 and 2024, total revenues were $3.5 million and $7.4 million, respectively, representing a period-over-period decrease of 52.6%. 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 September 30, 2025, to the revenues earned for the same period in 2024.

Previous wording

The increase in development and construction fees is primarily due to an increase in development fees related to the achievement of pre-construction milestones completed development activities during the three months ended June 30, 2025 as compared to the same period in 2024.

Current wording

The decrease in development and construction fees is primarily due to an decrease in development fees related to fewer pre-construction milestones completed for development activities during the three months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

For the three months ended June 30, 2025 and 2024, total expenses were $5.3 million and $8.2 million, respectively, representing a period-over-period decrease of 34.8%. The decrease was primarily due to a decrease in payroll and bonus expense due to a decrease in employee headcount.

Current wording

For the three months ended September 30, 2025 and 2024, total expenses were $5.2 million and $6.5 million, respectively, representing a period-over-period decrease of 19.9%. The decrease was primarily due to a decrease in payroll and bonus expense due to a decrease in employee headcount.

Previous wording

For the three months ended June 30, 2025 and 2024, interest expense was $1.7 million and $1.3 million, respectively. The increase was primarily due to an increase in short-term operating loans outstanding during the three months ended June 30, 2025, as compared to the same period in 2024.

Current wording

For the three months ended September 30, 2025 and 2024, interest expense was $1.9 million and $1.3 million, respectively. The increase was primarily due to an increase in expenses related to short-term operating loans during the three months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

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, we deconsolidated DoubleTree by Hilton Tucson Convention Center during the six months ended June 30, 2025. Additionally, we deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries, and Elliot during the six months ended June 30, 2024. The following table and discussion provide insight into our consolidated results of operations for the six months ended June 30, 2025 and 2024 (in thousands):

Current wording

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, we deconsolidated DoubleTree by Hilton Tucson Convention Center during the nine months ended September 30, 2025. Additionally, we deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries, Elliot and DT Mesa during the nine months ended September 30, 2024. The following table and discussion provide insight into our consolidated results of operations for the nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

For the six months ended June 30, 2025 and 2024, total revenues were $12.3 million and $31.1 million, respectively, representing a period-over-period decrease of 60.4%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of Caliber Hospitality Trust and Caliber Hospitality, LP and its consolidated subsidiaries in March 2024. In addition, Elliot & 51st St LLC (“Elliot”), DT Mesa Holdco II, LLC (“DT Mesa”), and CFIF III were deconsolidated during the year ended December 31, 2024. 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.

Current wording

For the nine months ended September 30, 2025 and 2024, total revenues were $16.0 million and $42.4 million, respectively, representing a period-over-period decrease of 62.4%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of Caliber Hospitality Trust and Caliber Hospitality, LP and its consolidated subsidiaries, Elliot, DT Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the nine months ended September 30, 2025. 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.

Previous wording

For the three months ended June 30, 2025 and 2024, total expenses were $6.9 million and $12.7 million, respectively, representing a period-over-period decrease of 45.5%. The decrease was primarily due to a decrease in consolidated fund expenses which was primarily due to the deconsolidation of Caliber Hospitality Trust, Caliber Hospitality, LP, Elliot, DT Mesa, and CFIF III and a decrease in operating costs related to payroll and bonus expenses.

Current wording

For the nine months ended September 30, 2025 and 2024, total expenses were $22.3 million and $50.4 million, respectively, representing a period-over-period decrease of 55.8%. The decrease was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of Caliber Hospitality Trust and Caliber Hospitality, LP and its consolidated subsidiaries, Elliot, DT Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the nine months ended September 30, 2025. The decrease was also related to a decrease in operating costs related to payroll and bonus expenses.

Previous wording

Comparison of the Platform (Unconsolidated) Results of Operations for the Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Platform (Unconsolidated) Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous wording

The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the six months ended June 30, 2025 and 2024 (in thousands). See the Non-GAAP Measures section below for reconciliations of the unconsolidated Platform results to the most comparable U.S. GAAP measure.

Current wording

The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the nine months ended September 30, 2025 and 2024 (in thousands). See the Non-GAAP Measures section below for reconciliations of the unconsolidated Platform results to the most comparable U.S. GAAP measure.

Previous wording

For the six months ended June 30, 2025 and 2024, total revenues were $7.7 million and $8.9 million, respectively, representing a period-over-period decrease of 14.1%. 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, 2025, to the revenues earned for the same period in 2024.

Current wording

For the nine months ended September 30, 2025 and 2024, total revenues were $11.2 million and $16.4 million, respectively, representing a period-over-period decrease of 31.6%. 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

Previous wording

The decrease in fund management fees is related to a decrease in fund-set up fees as there were no new funds set-up during the six months ended June 30, 2025, partially offset by an increase in asset management fees earned. Fund management fees are based on 1.0% to 1.5% of the unreturned capital contributions in each fund and a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value.

Current wording

The decrease in fund management fees is related to a decrease in fund-set up fees as there were no new funds set-up during the nine months ended September 30, 2025, partially offset by an increase in asset management fees earned. Fund management fees are based on 1.0% to 1.5% of the unreturned capital contributions in each fund and a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value.

Previous wording

The decrease in development and construction fees is primarily due to a decrease in active development projects during the six months ended June 30, 2025, as compared to the same period in 2024.

Current wording

The decrease in development and construction fees is primarily due to a decrease in development fees related to fewer pre-construction milestones completed for development activities during the nine months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

For the six months ended June 30, 2025 and 2024, total expenses were $11.4 million and $15.9 million, respectively, representing a period-over-period decrease of 28.2%. The decrease was primarily due to a decrease in payroll and bonus expense due to a decrease in employee headcount.

Current wording

For the nine months ended September 30, 2025 and 2024, total expenses were $16.6 million and $22.4 million, respectively, representing a period-over-period decrease of 25.8%. The decrease was primarily due to a decrease in payroll and bonus expense due to a decrease in employee headcount.

Previous wording

For the six months ended June 30, 2025 and 2024, interest expense was $3.3 million and $2.6 million, respectively. The increase was primarily due to an increase in short-term operating loans outstanding during the six months ended June 30, 2025, as compared to the same period in 2024.

Current wording

For the nine months ended September 30, 2025 and 2024, interest expense was $5.2 million and $4.0 million, respectively. The increase was primarily due to an increase in expenses related to short-term operating loans during the nine months ended September 30, 2025, as compared to the same period in 2024.

Previous wording

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, 2025, we had total FV AUM of approximately $803.2 million.

Current wording

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 September 30, 2025, we had total FV AUM of approximately $797.0 million.

Previous wording

The table below summarizes the activity of the managed capital for the six months ended June 30, 2025 (in thousands):

Current wording

The table below summarizes the activity of the managed capital for the nine months ended September 30, 2025 (in thousands):

Previous wording

The table below summarizes the activity of the managed capital for the six months ended June 30, 2024 (in thousands):

Current wording

The table below summarizes the activity of the managed capital for the nine months ended September 30, 2024 (in thousands):

Previous wording

(2)Beginning during the year ended December 31, 2023, we include capital raised from our investors through corporate note issuances that was further invested in our funds in Managed Capital. As of June 30, 2025, and December 31, 2024, we had invested $12.3 million and $20.4 million, respectively, in our funds.

Current wording

(2)Beginning during the year ended December 31, 2023, we include capital raised from our investors through corporate note issuances that was further invested in our funds in Managed Capital. As of September 30, 2025, and December 31, 2024, we had invested $11.9 million and $20.4 million, respectively, in our funds.

Previous wording

(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. As of June 30, 2025 and December 31, 2024, we had loaned $0.9 million to our funds.

Current wording

(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. As of September 30, 2025 and December 31, 2024, we had loaned $3.3 million to our funds.

Previous wording

Managed capital activity for our hospitality investment funds and the Caliber Hospitality Trust was effectively flat for the six months ended June 30, 2025.

Current wording

Managed capital activity for our hospitality investment funds and the Caliber Hospitality Trust was effectively flat for the nine months ended September 30, 2025.

Previous wording

Managed capital for our residential investment funds increased by $2.0 million during the six months ended June 30, 2025, due to: (i) $1.8 million in capital raised into our residential assets, and (ii) $1.0 million contributed by our diversified funds offset by $0.8 million in return of capital.

Current wording

Managed capital for our residential investment funds increased by $5.2 million during the nine months ended September 30, 2025, due to: (i) $4.8 million in capital raised into our residential assets, and (ii) $1.2 million contributed by our diversified funds offset by $0.8 million in return of capital.

Previous wording

Managed capital for our commercial investment funds increased by $5.3 million during the six months ended June 30, 2025, due to: (i) $3.3 million in capital raised into our commercial assets and (ii) $2.3 million contributed by our diversified funds offset by offset by $0.4 million in return of capital. The scope of investments included tenant improvements and land development.

Current wording

Managed capital for our commercial investment funds increased by $7.2 million during the nine months ended September 30, 2025, due to: (i) $4.8 million in capital raised into our commercial assets offset by $0.2 million in return of capital and (ii) $3.2 million contributed by our diversified funds offset by $0.6 million in return of capital. The scope of investments included tenant improvements and land development.

Previous wording

During the six months ended June 30, 2025, our diversified funds had $73.4 million invested in the form of notes receivable with our various real estate investments. We had $0.8 million deployed directly into our various real estate investments in the form of notes receivable.

Current wording

During the nine months ended September 30, 2025, our diversified funds had $75.7 million invested in the form of notes receivable with our various real estate investments. We had $3.3 million deployed directly into our various real estate investments in the form of notes receivable.

Previous wording

As of June 30, 2025, we held $3.9 million of other managed capital, which included a $3.1 million private equity investment in a local start-up business and $0.8 million of undeployed cash and pursuit costs.

Current wording

As of September 30, 2025, we held $4.0 million of other managed capital, which included a $3.1 million private equity investment in a local start-up business and $1.0 million of undeployed cash and pursuit costs.

Previous wording

The table below details the activities that had an impact on our FV AUM, during the six months ended June 30, 2025 (in thousands):

Current wording

The table below details the activities that had an impact on our FV AUM, during the nine months ended September 30, 2025 (in thousands):

Previous wording

The table below details the activities that had an impact on our FV AUM, during thesix months ended June 30, 2024 (in thousands):

Current wording

The table below details the activities that had an impact on our FV AUM, during thenine months ended September 30, 2024 (in thousands):

Previous wording

(1)Assets sold during the six months ended June 30, 2024 include a commercial asset, lot sales related to two development assets in Colorado, and one home from our residential fund.

Current wording

(1)Assets sold during the nine months ended September 30, 2024 include a commercial asset, lot sales related to two development assets in Colorado, and one home from our residential fund.

Previous wording

(4)Assets acquired during the six months ended June 30, 2024 include land for one commercial asset in Colorado.

Current wording

(4)Assets acquired during the nine months ended September 30, 2024 include land for one commercial asset in Colorado.

Previous wording

We have a number of development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. 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, 2025, up through sale, we estimate we could earn up to 84.8 million in performance allocations. As of June 30, 2025, we are actively developing 1,776 multifamily units, 697 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 $2.0 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.

Current wording

We have a number of development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. 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 September 30, 2025, up through sale, we estimate we could earn up to $90.5 million in performance allocations. As of September 30, 2025, we are actively developing 1,776 multifamily units, 697 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 $1.9 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing. We are under no obligation to complete these projects and may dispose of any such assets at any time. There can be no assurance that AUD will ultimately be developed or constructed because of the nature of the cost of the approval and development process and market demand for a particular use. 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.

Previous wording

The following table presents a reconciliation of net (loss) income attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Caliber Adjusted EBITDA, and Consolidated Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table presents a reconciliation of net (loss) income attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Caliber Adjusted EBITDA, and Consolidated Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

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, 2025 and 2024 (in thousands):

Current wording

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 nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

At June 30, 2025, we had a portfolio of corporate notes, whose composition and characteristics are similar to those reported in prior periods. At June 30, 2025, the portfolio consists of 195 unsecured notes with an aggregate principal balance of $33.0 million. As of August 14, 2025, an aggregate of $26.3 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued. The notes generally have 12-month or 36-month terms, with the 12-month note holders having the option to extend for an additional 12-month term.

Current wording

At September 30, 2025, we had a portfolio of corporate notes, whose composition and characteristics are similar to those reported in prior periods. At September 30, 2025, the portfolio consists of 194 unsecured notes with an aggregate principal balance of $31.5 million. As of November 13, 2025, an aggregate of $24.4 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued. The notes generally have 12-month or 36-month terms, with the 12-month note holders having the option to extend for an additional 12-month term.

Showing the first 40 of 50 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Significant Accounting Policies for the nine months ended September 30, 2025, to the revenues earned for the same period in 2024.

Current report — wording carried from elsewhere

To satisfy the maturity of these corporate notes, we intend to execute the following strategies:

Current report — wording carried from elsewhere

i. Raise $20.0 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2025.