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CaliberCos Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

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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.

Mar 31, 2026 · Filed May 14, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

oTRANSITION 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

CALIBERCOS INC.

(Exact name of registrant as specified in its charter)

Delaware47-2426901
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ85258
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.001 par value per shareCWDNasdaq Capital Market

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 Noo

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 Noo

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 fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

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¨ Nox

There were 8,840,224 shares of common stock, comprised of 8,469,402 shares of Class A Common Stock and 370,822 shares of Class B Common Stock of CaliberCos Inc. as of May 11, 2026.

Explanatory Note

In this report, the term “Company” refers to CaliberCos Inc. and its wholly-owned subsidiaries. The “Consolidated Funds” refers to the Companies’ 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.

Page
Part I - Financial Information4
Item 1. Financial Statements4
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20254
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 20256
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 20257
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20258
Notes to Condensed Consolidated Financial Statements10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations44
Item 3. Quantitative and Qualitative Disclosures About Market Risk64
Item 4. Controls and Procedures65
Part II - Other Information66
Item 1. Legal Proceedings66
Item 1A. Risk Factors66
Item 2. Unregistered Sales of Equity Securities66
Item 3. Defaults Upon Senior Securities66
Item 4. Mine Safety Disclosures66
Item 5. Other Information66
Item 6. Exhibit Index67
Signatures69
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.