CaliberCos Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
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Reports of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm PCAOB ID 1013
Shareholders and Board of Directors
CaliberCos, Inc and Subsidiaries
Scottsdale, Arizona
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of CaliberCos, Inc. and Subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses, and negative cash flows from operations. The Company is dependent on its ability to increase revenues and obtain financing to continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, any audits of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Crypto Assets Held on the Balance Sheet
Critical Audit Matter Description
As described in Notes 1, 2 and 4 to the consolidated financial statements, the Board of Directors approved the adoption of a digital asset treasury strategy and a digital asset treasury policy. Under this strategy and policy, the Company may allocate a portion of its treasury funds to acquire cryptocurrencies. The Company accounts and presents its digital assets in accordance with Accounting Standards Update 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), with initial measurement at cost plus transaction fees directly attributable to each acquisition, and the Company continues to track cost basis using the specific-identification method. At each reporting date, the Company remeasures its digital assets at fair value, determined under ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for its digital assets (Level 1 inputs), with changes recognized in unrealized gains (losses) on digital assets, net, in the consolidated statements of operations.
The principal considerations for our determination of the valuation of crypto assets that are held on the balance sheet is a critical audit matter includes the complexity of the digital ecosystem, digital assets exhibit extreme price volatility, fragmented pricing across exchanges, and an absence of centralized valuation sources. Auditors must determine whether management’s valuation approach is reasonable, which often involves challenging and subjective judgment.
How the Critical Matter Was Addressed in the Audit
The primary audit procedures to address this critical audit matter included:
Obtained an understanding over the Company’s process and controls for evaluating the estimate in the fair valuation of crypto assets and related fair market valuation gains or losses.
Utilizing an independent third-party pricing service to reprice the crypto assets held at December 31, 2025 and selected transactions for the year then ended.
Confirmed the crypto assets held at December 31, 2025 with the Company’s third-party custodian noting the custodian is a reputable digital asset platform.
Obtained an inspected third-party custodian SOC 1, Type 2 certification.
/s/Urish Popeck & Co., LLC
We have served as the Company's auditor since 2024
Pittsburgh, Pennsylvania
March 25, 2026
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