CaliberCos Inc.

Previous 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.

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 June 30, 2026 and December 31, 2025. Changes in the fair value of our LINK tokens are reflected within our accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025. We expect continued volatility in the fair value of our digital asset holdings, which may materially affect reported results in future periods.

Previous 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.

Current wording

Additionally, we are continuing our evaluation of potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility. Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. Tokenized offerings could also serve as a new fundraising channel for us, allowing us to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.

Previous 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.

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 ourselves at the forefront of the convergence between traditional finance and decentralized finance.

Previous wording

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 wording

As of June 30, 2026, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $95.7 million. This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.

Previous wording

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 wording

Assets that are impaired, or where current projections do not support achieving returns above the preferred return threshold, are assigned zero carried interest value and are excluded from the $95.7 million estimate unless and until business plan revisions support a reasonable expectation of future performance allocation realization. Consistent with U.S. GAAP, the $95.7 million of estimated unrealized performance allocations is not reflected in our consolidated financial statements.

Previous wording

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 wording

The performance allocation estimate is sensitive to changes in projected exit values of underlying assets. A 5% increase or decrease in projected exit values across the managed portfolio would result in an approximate $4.8 million increase or decrease in estimated performance allocations. Actual realized performance allocations may differ materially from current estimates based on changes in market conditions, operating performance, financing availability, or timing of realization events.

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 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.

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 June 30, 2026 of $786.2 million. Our success at raising new capital into our funds is impacted by the extent to which new investors see alternative assets as a viable option for capital appreciation and/or income generation. Since our ability to raise new capital into our funds is dependent upon the availability and willingness of investors to direct their investment dollars into our products, our financial performance is sensitive in part to changes in overall economic conditions that affect investment behaviors. The demand from investors is dependent upon the type of asset, the type of return it will generate (current cash flow, long-term capital gains, or both) and the actual return earned by our fund investors relative to other comparable or substitute products. General economic factors and conditions, including the general interest rate environment and unemployment rates, may affect an investor’s ability and desire to invest in real estate. For example, a significant interest rate increase could cause a projected rate of return to be insufficient after considering other risk exposures. Additionally, if weakness in the economy emerges and actual or expected default rates increase, investors in our funds may delay or reduce their investments; however, we believe our approach to investing and the capabilities that we manage throughout the deal cycle will continue to offer an attractive value proposition to investors.

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 3.3% 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.

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 3.5% in June 2026. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 170 basis points through June 2026, resulting in a target rate range of 3.50% to 3.75% at June 30, 2026. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for our funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments. In addition, the increase in interest rates has put pressure on owners of existing real estate to sell assets as their loans mature. Combined with a shrinking pool of buyers, the commercial and residential real estate markets in our favored geographies are moving away from a seller’s market and closer to a buyer’s market. It remains to be seen if a stressed or distressed market may emerge, similar to our early years of operations. In both a buyer’s market and a stressed or distressed market, we expect our business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows us to move with the market and take advantage of potentially attractive prices. For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.

Previous wording

We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets. However, the full scope and operational impact of these changes remain subject to further guidance. Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes. We will continue to monitor developments and adjust its strategies as appropriate to align with the evolving QOZ landscape.

Current wording

We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets. However, the full scope and operational impact of these changes remain subject to further guidance. Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes. We will continue to monitor developments and adjust our strategies as appropriate to align with the evolving QOZ landscape.

Previous 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.

Current wording

For the three months ended June 30, 2026 and 2025, total revenues were $3.7 million and $4.1 million, respectively, representing a period-over-period decrease of 11.3%. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three months ended June 30, 2026, to the revenues earned for the same period in 2025.

Previous 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.

Current wording

For the six months ended June 30, 2026 and 2025, total revenues were $8.5 million and $12.3 million, respectively, representing a period-over-period decrease of 31.2%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated fund - other revenue resulting from the consolidation of Riverwalk during the three months ended December 31, 2025 and the consolidation of Commons during the three months ended March 31, 2026. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.

Previous wording

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 wording

For the six months ended June 30, 2026, unrealized loss on digital assets was $2.2 million. During the six months ended June 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2025.

Previous wording

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 wording

For the six months ended June 30, 2026, the change in fair value of digital assets resulted in losses of $2.2 million, consisting of $2.1 million of unrealized losses and $0.1 million of realized losses. There was no comparable activity during the corresponding period in 2025.

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 March 31, 2026, we had total FV AUM of approximately $736.4 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 June 30, 2026, we had total FV AUM of approximately $737.2 million.

Previous wording

The table below summarizes the activity of the managed capital for the three months ended March 31, 2026 (in thousands):

Current wording

The table below summarizes the activity of the managed capital for the six months ended June 30, 2026 (in thousands):

Previous wording

The table below summarizes the activity of the managed capital for the three months ended March 31, 2025 (in thousands):

Current wording

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

Previous 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.

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 June 30, 2026, and December 31, 2025, we had invested $11.4 million and $11.6 million, respectively, in our funds.

Previous 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.

Current wording

(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. At June 30, 2026 and December 31, 2025, we had loaned $11.3 million and $8.5 million, respectively, to our funds.

Previous wording

Managed capital activity for our hospitality investment funds and CHT was effectively flat for the three months ended March 31, 2026.

Current wording

Managed capital activity for our hospitality investment funds and CHT was effectively flat for the six months ended June 30, 2026.

Previous 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.

Current wording

Managed capital for our residential investment funds increased by $4.5 million during the six months ended June 30, 2026, due to: (i) $1.4 million in capital raised into our residential assets, and (ii) $3.1 million contributed by our diversified funds.

Previous 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.

Current wording

Managed capital for our commercial investment funds increased by $4.5 million during the six months ended June 30, 2026, due to: (i) $1.9 million in capital raised into our commercial assets, and (ii) $2.6 million contributed by our diversified funds. The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties.

Previous wording

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 wording

During the six months ended June 30, 2026, the decrease in credit managed capital was driven by the sale of assets by our investment funds, as well as the recording of impairment reserves related to investments held by one of our diversified funds.

Previous 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):

Current wording

The table below details the activities that had an impact on our FV AUM, during the six months ended June 30, 2026 (in thousands):

Previous wording

The table below details the activities that had an impact on our FV AUM, during thethree months ended March 31, 2025 (in thousands):

Current wording

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

Previous wording

(1)Assets acquired during the three months ended March 31, 2026 include one land parcel intended for hotel development in Colorado.

Current wording

(1)Assets acquired during the six months ended June 30, 2026 include one land parcel intended for hotel development in Colorado.

Previous wording

(2)Assets sold during the three months ended March 31, 2026 include one multi-family residential asset.

Current wording

(2)Assets sold during the six months ended June 30, 2026 include one multi-family residential asset and a portion of a land asset.

Previous wording

We have several development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. If we complete all AUD at March 31, 2026, up through sale, we estimate we could earn up to $98.9 million in performance allocations. 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. 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 several development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. If we complete all AUD at June 30, 2026, up through sale, we estimate we could earn up to $95.7 million in performance allocations. As of June 30, 2026, we are actively developing 1,776 multifamily units, 497 single family units, 3.7 million square feet of commercial and industrial, and 3.6 million square feet of office and retail. If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $1.8 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing. We are under no obligation to complete these projects and may dispose of any such assets at any time. There can be no assurance that AUD will ultimately be developed or constructed because of the nature of the cost of the approval and development process and market demand for a particular use. In addition, the mix of residential and commercial assets under development may change prior to final development. The development of these assets will require significant additional financing or other sources of funding which may not be available.

Previous wording

The following table presents a reconciliation of net loss attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Platform Adjusted EBITDA, and Consolidated Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table presents a reconciliation of net loss attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Platform Adjusted EBITDA, and Consolidated Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):

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 months ended March 31, 2026 and 2025 (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 six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

At March 31, 2026, the Company’s corporate note portfolio consisted of 148 unsecured notes with an aggregate principal balance of $26.2 million, compared to 178 unsecured notes with an aggregate principal balance of $29.6 million at December 31, 2025 and 196 unsecured notes with an aggregate principal balance of $33.2 million at March 31, 2025, a 21.1% decrease year over year. The notes generally have either a 12-month or 36-month term, with the 12-month note holders having the option to extend for an additional 12-month term. As of May 13, 2026, an aggregate of $21.1 million of corporate and convertible notes mature within the 12-month period subsequent to when these condensed consolidated financial statements were issued.

Current wording

At June 30, 2026, the Company’s corporate note portfolio consisted of 148 unsecured notes with an aggregate principal balance of $26.2 million, compared to 178 unsecured notes with an aggregate principal balance of $29.6 million at December 31, 2025 and 195 unsecured notes with an aggregate principal balance of $33.0 million at June 30, 2025, a 20.6% decrease year over year. The notes generally have either a 12-month or 36-month term, with the 12-month note holders having the option to extend for an additional 12-month term. As of August 13, 2026, an aggregate of $21.0 million of corporate and convertible notes mature within the 12-month period subsequent to when these condensed consolidated financial statements were issued.

Previous wording

To satisfy the maturity of these corporate notes, the Company intends to continue executing on the following strategies, which the Company has been actively pursuing during 2025 and the first quarter of 2026:

Current wording

To satisfy the maturity of these corporate notes, the Company intends to continue executing on the following strategies, which the Company has been actively pursuing during 2025 and the first half of 2026:

Previous wording

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 wording

i. Reg A+ Series AA Preferred Stock Offering. Raise up to $20.0 million of Series AA Preferred Stock through the Company’s Reg A+ offering, which was qualified on March 12, 2025. From program inception through August 13, 2026, the Company has raised $8.1 million in proceeds from its Series AA Preferred Stock.

Previous wording

ii. Note Refinancing into 36-Month Term Program. Refinance existing 12-month term corporate notes into the Company’s 36-month term corporate note program. From program inception through May 13, 2026, the Company has refinanced $6.4 million of 12-month term corporate notes into the 36-month term program.

Current wording

ii. Note Refinancing into 36-Month Term Program. Refinance existing 12-month term corporate notes into the Company’s 36-month term corporate note program. From program inception through August 13, 2026, the Company has refinanced $6.7 million of 12-month term corporate notes into the 36-month term program.

Previous wording

iii. Note Conversion Program. Convert corporate notes into shares of Caliber Class A common stock or Series AAA Convertible Preferred Stock through the Company’s note conversion program (the “Program”), launched in October 2025. Under the Program, holders of outstanding promissory notes may elect to convert all or part of their notes into Class A common stock at a per share conversion price equaling the lower of (i) the average closing price of the Company’s Class A common stock over the five trading days prior to the execution, or (ii) the closing bid price of the Company’s Class A common stock the business day preceding execution, or, alternatively into shares of Series AAA Convertible Preferred Stock. From program inception through May 13, 2026, the Company has successfully converted $3.8 million of corporate notes into 22,726 shares of Class A common stock at conversion prices ranging from $1.06 to $3.72 per share, and an additional $1.5 million of corporate notes into 1,529 shares of Series AAA Convertible Preferred Stock subsequent to March 31, 2026.

Current wording

iii. Note Conversion Program. Convert corporate notes into shares of Caliber Class A common stock or Series AAA Convertible Preferred Stock through the Company’s note conversion program (the “Program”), launched in October 2025. Under the Program, holders of outstanding promissory notes may elect to convert all or part of their notes into Class A common stock at a per share conversion price equaling the lower of (i) the average closing price of the Company’s Class A common stock over the five trading days prior to the execution, or (ii) the closing bid price of the Company’s Class A common stock the business day preceding execution, or, alternatively into shares of Series AAA Convertible Preferred Stock. From program inception through August 13, 2026, the Company has successfully converted $3.8 million of corporate notes into 2,269,677 shares of Class A common stock at conversion prices ranging from $1.06 to $3.72 per share, and an additional $1.5 million of corporate notes into 1,529 shares of Series AAA Convertible Preferred Stock subsequent to June 30, 2026.

Previous wording

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 wording

iv. Equity Issuances Through ELOC and ATM Facilities. Raise additional equity through the Company’s existing equity line of credit (“ELOC”) and at-the-market (“ATM”) facilities, with a portion of the proceeds allocated to general corporate purposes. From program inception through August 13, 2026, the Company generated $41.1 million in net cash from equity issuances across all sources.

Previous wording

In addition to the financing actions noted, management continues to execute various plans implemented to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with actions taken in prior reporting periods, these plans include: i) further reducing operating costs, including the workforce reductions implemented in 2025 that are expected to generate annualized cost savings of $3.9 million in compensation and employee benefit expenses in 2026; ii) collecting all or part of the Company’s $11.2 million in accounts receivable; iii) collecting all or part of its $11.6 million in investments from its managed funds, iv) continuing to expand fundraising channels and managed capital; v) selling or accepting outside investment into the Company’s corporate headquarters; vi) placing debt on unencumbered assets; and vii) generating planned cash flow from operations through the execution of the Company’s existing project pipeline.

Current wording

In addition to the financing actions noted, management continues to execute various plans implemented to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with actions taken in prior reporting periods, these plans include: i) further reducing operating costs, including the workforce reductions implemented in 2025 that are expected to generate annualized cost savings of $3.9 million in compensation and employee benefit expenses in 2026; ii) collecting all or part of the Company’s $11.2 million in accounts receivable; iii) collecting all or part of its $11.4 million in investments from its managed funds, iv) continuing to expand fundraising channels and managed capital; v) selling or accepting outside investment into the Company’s corporate headquarters; vi) placing debt on unencumbered assets; and vii) generating planned cash flow from operations through the execution of the Company’s existing project pipeline.

Previous wording

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 wording

During the six months ended June 30, 2026, the Company executed against these plans and, among other things: (i) collected $4.9 million in notes receivable from related parties; (ii) collected $7.4 million in accounts receivable; (iii) issued $3.4 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) converted $3.5 million of corporate notes into Class A common stock and Series AAA Convertible Preferred Stock. As a result of these and prior period actions, the Company’s aggregate corporate note balance decreased from $29.6 million at December 31, 2025 to $26.2 million at June 30, 2026.

Previous wording

As of March 31, 2026, we have issued and outstanding unsecured promissory notes of $26.2 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 11.06%, and maturity dates ranging from January 2024 to March 2028. The purpose of this financing program is to provide us with flexible, short-term capital to be used to grow its assets under management and assist funds in a fast-moving acquisition or investment, as well as general corporate purposes. Additionally, the program provides customers of our funds access to a short-term lending opportunity. Management actively manages each relationship to determine if the respective customer would like to redeem upon maturity or extend for an additional period of time. This outstanding debt resulted in interest expense of $0.8 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

As of June 30, 2026, we have issued and outstanding unsecured promissory notes of $26.2 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 10.91%, and maturity dates ranging from January 2024 to March 2028. The purpose of this financing program is to provide us with flexible, short-term capital to be used to grow its assets under management and assist funds in a fast-moving acquisition or investment, as well as general corporate purposes.

Previous wording

The section below discusses in more detail our primary sources and uses of cash and primary drivers of cash flows within the our condensed consolidated statements of cash flows (in thousands):

Current wording

The section below discusses in more detail our primary sources and uses of cash and primary drivers of cash flows within our condensed consolidated statements of cash flows (in thousands):

Previous wording

Our net cash flows from operating activities are generally comprised of asset management revenues and performance allocations, less cash used for operating expenses, including interest paid on our debt obligations. Net cash flows used in operating activities of the Company decreased during the three months ended March 31, 2026 as compared to the same period in 2025, which was primarily related to decreases in payroll and payroll related expenses paid and interest expense paid, and an increase in revenues. Net cash flows used in operating activities of the consolidated funds increased during the three months ended March 31, 2026, as compared to net cash flows provided by operating activities during the same period in 2025, which was primarily related to the consolidation of VIEs.

Current wording

Our net cash flows from operating activities are generally comprised of asset management revenues and performance allocations, less cash used for operating expenses, including interest paid on our debt obligations. Net cash flows used in operating activities of the Company decreased during the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily related to decreases in interest expense paid. Net cash flows used in operating activities of the consolidated funds increased during the six months ended June 30, 2026, as compared to net cash flows provided by operating activities during the same period in 2025, which was primarily related to the consolidation of VIEs.