CaliberCos Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001627282-26-000034
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 203 previous paragraphs and 196 current paragraphs.
102 unchanged; 65 reworded; 29 added; 31 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 20 previous and 15 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 (29)
Current report
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.
Current report
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.
Current report
Estimated Performance Allocations
Current report
Performance allocations are foundational to our long-term economic model.
Current report
As of March 31, 2026, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $98.9 million. This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.
Current report
The estimate is derived from:
Current report
•Asset-level discounted cash flow analyses
Current report
•Underwriting models used for capital allocation decisions
Current report
•Valuation methodologies consistent with fair value measurement frameworks
Current report
•Independent third-party valuation work
Current report
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 $98.9 million estimate unless and until business plan revisions support a reasonable expectation of future performance allocation realization. Consistent with U.S. GAAP, the $98.9 million of estimated unrealized performance allocations is not reflected in our consolidated financial statements.
Current report
Management believes disclosure of unrealized performance allocations provides important insight into embedded economic value and long-term earnings potential.
Current report
Sensitivity of Estimated Performance Allocations
Current report
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 $4.9 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.
Current report
For the three months ended March 31, 2026 and 2025, total expenses were $7.0 million and $9.9 million, respectively, representing a period-over-period decrease of 28.7%. The decrease was primarily due to the decrease in consolidated fund
Current report
(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.
Current report
expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025, offset by an increase in other expenses from the addition of Commons.
Current report
For the three months ended March 31, 2026, unrealized loss on digital assets was $1.9 million. During the three months ended March 31, 2026, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2025.
Current report
The increase in financing fees is primarily due to fees earned from unconsolidated entities related to one loan modification and one line of credit during the three months ended March 31, 2026, with no comparable activity during the same period in 2025.
Current report
For the three months ended March 31, 2026, the change in fair value of digital assets resulted in losses of $1.9 million, consisting of $1.7 million of unrealized losses and $0.2 million of realized losses. There was no comparable activity during the corresponding period in 2025.
Current report
Balance Sheets -Platform (Unconsolidated)
Current report
(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.
Current report
During the three months ended March 31, 2026, credit managed capital decrease was 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.
Current report
(2)Assets sold during the three months ended March 31, 2026 include one multi-family residential asset.
Current report
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 May 13, 2026, the Company has raised $8.7 million in proceeds from its Series AA Preferred Stock.
Current report
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 May 13, 2026, the Company generated $38.7 million in net cash from equity issuances across all sources.
Current report
During the three months ended March 31, 2026, the Company executed against these plans and, among other things: (i) collected $4.4 million in notes receivable from related parties; (ii) collected $3.7 million in accounts receivable; (iii) issued $0.7 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) entered into binding agreements to convert $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 March 31, 2026.
Current report
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.
Current report
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.
Removed paragraphs (31)
Previous 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.
Previous report
Performance Allocations
Previous 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.
Previous report
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 report
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 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.
Previous 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.
Previous report
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the three months ended September 30, 2025 and 2024 (in thousands). Unconsolidated Platform revenues and expenses are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. As a result, unconsolidated Platform revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because fee revenue is eliminated in consolidation when it is derived from a consolidated fund and due to the exclusion of the fund revenue recognized by the consolidated funds. Furthermore, unconsolidated Platform expenses are also different than those presented on a consolidated U.S. GAAP basis due to the exclusion of fund expenses that are paid by the consolidated funds. See the Non-GAAP Measures section below for reconciliations of the unconsolidated Platform results to the most comparable U.S. GAAP measure.
Previous report
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 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.
Previous 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.
Previous report
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 report
Comparison of the Consolidated Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous report
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 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.
Previous 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.
Previous report
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 report
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 report
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 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.
Previous 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.
Previous report
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 report
Balance Sheets -Asset Management Platform (Unconsolidated)
Previous report
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 report
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 report
(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 report
i. Raise $20.0 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2025.
Previous 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.
Previous report
During the nine months ended September 30, 2025, as part of the execution of our aforementioned plans, we raised $31.8 million in new equity in support of the Company’s LINK strategy investing $10.6 million in LINK and maintaining $10.9 million in unrestricted cash on hand. We collected $1.1 million in notes receivable, $10.3 million in accounts receivable, and $2.0 million in redemptions of investments from its managed funds. In addition, we have implemented broad-based costs reductions, most notably being further workforce reductions, which are expected to result in annualized cost savings of $3.9 million in compensation and employee benefit expenses.
Previous report
In addition, consolidated funds – other revenue includes interest income, which is generated by a consolidated fund’s lending activity. There was no interest income for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, there was $1.7 million and $4.3 million, respectively, of interest income. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement.
Previous report
Fair Value of Financial Instruments
Reworded paragraphs (65)
Previous 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.
Current wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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 March 31, 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 months ended March 31, 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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
Additionally, we are evaluating 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.
Previous wording
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 wording
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 ourself at the forefront of the convergence between traditional finance and decentralized finance.
Previous wording
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 wording
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.
Previous 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.
Current wording
As of March 31, 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.
Previous wording
•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 Caliber Hospitality Trust, we earn a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value and are reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.
Current wording
•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.
Previous wording
Our chief operating decision maker (“CODM”) is the Company’s 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 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.
Current wording
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 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.
Previous wording
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 the Company and its’ investments. None of the information on our website is deemed to be part of this report.
Current wording
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.
Previous wording
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 contribute to our revenues.
Current wording
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.
Previous wording
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 which acts as a growth engine for the Platform.
Current wording
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.
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 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.
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 March 31, 2026 of $779.8 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
Regional conflicts and instability, such as those in Israel and Ukraine, 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.
Current wording
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.
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 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.
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 3.3% in March 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 169 basis points through March 2026, resulting in a target rate range of 3.50% to 3.75% at March 31, 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.
Previous wording
Other (loss) income includes rental revenue, interest expense and interest income.
Current wording
Other (loss) income includes interest expense, interest income, and change in fair value of digital assets.
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, 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):
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, 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 March 31, 2025. The following table and discussion provide insight into our consolidated results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, total revenues were $4.3 million and $7.3 million, respectively, representing a period-over-period decrease of 40.9%, 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. 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
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.
Current wording
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the three months ended March 31, 2026 and 2025 (in thousands).
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, total revenues were $4.1 million and $3.5 million, respectively, representing a period-over-period increase of 15.7%. 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 March 31, 2026, to the revenues earned for the same period in 2025.
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 three 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.
Current wording
Fund management fees remained relatively constant during the three months ended March 31, 2026, as compared to the same period in 2025. 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 CHT’s enterprise value.
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, total expenses were $5.4 million and $6.1 million, respectively, representing a period-over-period decrease of 10.8%. The decrease was primarily due to a decrease in payroll expense due to a decrease in employee headcount.
Previous wording
The following table and discussion provide insight into our unconsolidated balance sheets of the asset management Platform as of September 30, 2025 and December 31, 2024 (in thousands). 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.
Current wording
The following table and discussion provide insight into our unconsolidated balance sheets of the asset management Platform as of March 31, 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.
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 September 30, 2025, we had total FV AUM of approximately $797.0 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 March 31, 2026, we had total FV AUM of approximately $736.4 million.
Previous wording
The table below summarizes the activity of the managed capital for the nine months ended September 30, 2025 (in thousands):
Current wording
The table below summarizes the activity of the managed capital for the three months ended March 31, 2026 (in thousands):
Previous wording
The table below summarizes the activity of the managed capital for the nine months ended September 30, 2024 (in thousands):
Current wording
The table below summarizes the activity of the managed capital for the three months ended March 31, 2025 (in thousands):
Previous wording
(1)We earn a fund management fee of 0.70% of the Caliber Hospitality Trust’s enterprise value and are reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.
Current wording
(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.
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 September 30, 2025, and December 31, 2024, we had invested $11.9 million and $20.4 million, respectively, in our funds.
Current wording
(2)We include capital raised from our investors through corporate note issuances that was further invested in our funds in Managed Capital. At each of March 31, 2026, and December 31, 2025, we had invested $11.6 million in our funds.
Previous 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.
Current wording
(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. At each of March 31, 2026 and December 31, 2025, we had loaned $9.8 million and $8.5 million to our funds.
Previous 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.
Current wording
Managed capital activity for our hospitality investment funds and CHT was effectively flat for the three months ended March 31, 2026.
Previous 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.
Current wording
Managed capital for our residential investment funds increased by $2.9 million during the three months ended March 31, 2026, due to: (i) $0.4 million in capital raised into our residential assets, and (ii) $2.5 million contributed by our diversified funds.
Previous 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.
Current wording
Managed capital for our commercial investment funds increased by $2.1 million during the three months ended March 31, 2026, due to: (i) $0.4 million in capital raised into our commercial assets, and (ii) $1.7 million contributed by our diversified funds. The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties.
Previous 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):
Current wording
The table below details the activities that had an impact on our FV AUM, during the three months ended March 31, 2026 (in thousands):
Previous wording
The table below details the activities that had an impact on our FV AUM, during thenine months ended September 30, 2024 (in thousands):
Current wording
The table below details the activities that had an impact on our FV AUM, during thethree months ended March 31, 2025 (in thousands):
Previous wording
(4)Assets acquired during the nine months ended September 30, 2024 include land for one commercial asset in Colorado.
Current wording
(1)Assets acquired during the three months ended March 31, 2026 include one land parcel intended for hotel development in Colorado.
Previous wording
(2)Credit FV AUM represents loans made to our investment funds by our diversified credit fund.
Current wording
(3)Credit FV AUM represents loans made to our investment funds by our diversified credit fund.
Previous wording
(3)Other FV AUM represents undeployed capital held in our diversified funds.
Current wording
(4)Other FV AUM represents undeployed capital held in our diversified funds.
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Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
•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.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Comparison of the Platform (Unconsolidated) Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Significant Accounting Policies for the nine months ended September 30, 2025, to the revenues earned for the same period in 2024.