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CaliberCos Inc.

CaliberCos Inc.CWD決算レポート

Nasdaq · 不動産 · 不動産

CaliberCos Inc. is a U.S.-headquartered alternative asset management firm focused primarily on real estate investments. It offers a diverse suite of investment vehicles covering commercial, residential, and industrial real estate assets, serving institutional investors, high-net-worth individuals, and retail clients across North America. It also delivers asset management, property operation, and value-add real estate development services to support consistent long-term returns for investors.

What changed in CaliberCos Inc.'s 10-K — 2024 vs 2025

Top changes in CaliberCos Inc.'s 2025 10-K

446 paragraphs added · 299 removed · 255 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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The second, a construction management contract that provides for up to to 4.0% of the total expected costs of the construction project for services provided managing general contractors with respect to the construction of the properties owned by the funds.
The second, a construction management contract that provides for up to 4.0% of the total expected costs of the construction project for services provided managing general contractors with respect to the construction of the properties owned by the funds.
We typically distribute cash to fund investors where there is either: (i) sufficient distributable cash derived from the income of our investments (rents, etc.) or (ii) a capital event, such as a sale of an asset or a cash-out refinance. Caliber’s approach is to offer investors, and their wealth managers, products managed by a team aligned with their success.
We typically distribute cash to fund investors where there is either: (i) sufficient distributable cash derived from the income of our investments (rents, etc.) or (ii) a capital event, such as a sale of an asset or a cash-out refinance. Our approach is to offer investors, and their wealth managers, products managed by a team aligned with their success.
Our investment committee also incorporates, to the extent appropriate, environmental, social and governance (“ESG”) factors into the investment decision-making process. Existing investments are reviewed and monitored on a regular basis by investment and asset management professionals. In addition, our investment professionals and asset managers work directly with our portfolio companies’ directors, executives and managers to drive operational efficiencies and growth.
Our investment committee also incorporates, to the extent appropriate, environmental, social and governance factors into the investment decision-making process. Existing investments are reviewed and monitored on a regular basis by investment and asset management professionals. In addition, our investment professionals and asset managers work directly with our portfolio companies’ directors, executives and managers to drive operational efficiencies and growth.
We provide our team members with competitive health and retirement offerings, as well as a variety of quality-of-life benefits, including flexible time-off, an employee assistance program at no cost to the employee, a Company match for retirement plan contribution, tuition reimbursement, and overall support for well-being and family planning resources.
We provide our team members with competitive health and retirement offerings, as well as a variety of quality-of-life benefits, including flexible time-off, an employee assistance program at no cost to the employee, a match for retirement plan contribution, tuition reimbursement, and overall support for well-being and family planning resources.
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.
We typically receive 15.0% to 35.0% of 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 employees adhere to Caliber’s core principles leading to our continued success as an organization. Our professionals have decades of institutional experience in commercial, real estate, capital markets, alternative investments, and mergers and acquisitions. We give our employees the opportunities to develop their skills and encourage them to collaborate to achieve success.
Our employees adhere to our core principles leading to our continued success as an organization. Our professionals have decades of institutional experience in commercial, real estate, capital markets, alternative investments, and mergers and acquisitions. We give our employees the opportunities to develop their skills and encourage them to collaborate to achieve success.
We seek to retain and incentivize the performance of our employees through our compensation structure. We enter into non-competition and non-solicitation agreements with certain employees. We believe Caliber offers a differentiated platform for employees to join our business as one of the only boutique, publicly listed real estate asset manages in the United States.
We seek to retain and incentivize the performance of our employees through our compensation structure. We enter into non-competition and non-solicitation agreements with certain employees. We believe we offer a differentiated platform for employees to join our business as one of the only boutique, publicly listed real estate asset manages in the United States.
We compete with respect to: • Competitive fee structures on our asset management services; and • Diversification of our revenue stream across the deal continuum, including asset management revenues which include brokerage fees on buying and selling assets, construction management fees on repositioning assets, fund set up fees for the initial formation, administration, and set-up of fund products we distribute and manage. 6 Table of Con tents Strategy and Competitive Strengths We manage and administer investment vehicles that allow investors to diversify their holdings into asset classes that would not be readily accessible to them otherwise.
We compete with respect to: • Competitive fee structures on our asset management services; and • Diversification of our revenue stream across the deal continuum, including asset management revenues which include brokerage fees on buying and selling assets, construction management fees on repositioning assets, fund set up fees for the initial formation, administration, and set-up of fund products we distribute and manage. 8 Table of Contents Strategy and Competitive Strengths We manage and administer investment vehicles that allow investors to diversify their holdings into asset classes that would not be readily accessible to them otherwise.
During the construction period, construction management fee revenue is recognized over time as the performance obligations are satisfied. • Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transactions.
During the construction period, construction management fee revenue is recognized over time as the performance obligations are satisfied. • Brokerage fees are earned at fixed rates for services related to acquisitions, dispositions, leasing and financing transactions and are recognized at a point in time when services are completed.
As of December 31, 2024, we h ad 81 employees. None of our em ployees are currently covered by a collective bargaining agreement. Talent Acquisition, Development and Retention We face intense competition for qualified personnel. We believe the talent of our employees, in association with our rigorous investment process, has supported our growth and investment performance over the past decade.
As of December 31, 2025, we h ad 50 employees. None of our em ployees are currently covered by a collective bargaining agreement. Talent Acquisition, Development and Retention We face intense competition for qualified personnel. We believe the talent of our employees, in association with our rigorous investment process, has supported our growth and investment performance over the past decade.
The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the 4 Table of Con tents development and is paid for services performed by Caliber Development, LLC as the principal developer of Caliber projects. These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers.
The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the development and is paid for services performed by Caliber Development, LLC as the principal developer of our projects. These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers.
When evaluating investment opportunities, the investment committee may consider, without limitation and depending on the nature of the investment and its strategy, the quality of the asset in which the fund proposes to invest, likely exit strategies, factors that could reduce the value of the asset at exit, and a range of economic and interest rate environments, macroeconomic trends in the relevant geographic region 5 Table of Con tents or industry and the quality of the asset’s business operations.
When evaluating investment opportunities, the investment committee may consider, without limitation and depending on the nature of the investment and its strategy, the quality of the asset in which the fund proposes to invest, likely exit strategies, factors that could reduce the value of the asset at exit, and a range of economic and interest rate environments, macroeconomic trends in the relevant geographic region 7 Table of Contents or industry and the quality of the asset’s business operations.
Our employees, as well as Caliber itself, also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incentive fees. In certain cases, limited partner investors may pay additional management fees or carried interest in connection with such co-investments.
Our employees and we also have the opportunity to make investments, in or alongside our funds and other vehicles we manage, in some instances without being subject to management fees, carried interest or incentive fees. In certain cases, limited partner investors may pay additional management fees or carried interest in connection with such co-investments.
As of December 31, 2024, we are actively developing 1,796 multifamily units, 697 single family units, 3.7 million square feet of commercial and industrial, and 3.5 million square feet of office and retail.
As of December 31, 2025, we are actively developing 1,796 multifamily units, 697 single family units, 3.7 million square feet of commercial and industrial space, and 3.5 million square feet of office and retail space.
Compensation includes incentives for individual performance as well as overall success in meeting the Company’s goals. We believe these additional incentives encourage team members to perform at a high level.
Compensation includes incentives for individual performance as well as overall success in meeting our goals. We believe these additional incentives encourage team members to perform at a high level.
Human Capital Management Caliber is committed to operating according to our core principles: • Authenticity & Transparency • Vision & Agility • Compassion & Service Our employees are integral to Caliber’s culture and our primary real estate objective, to produce and manage real estate investments that Caliber insiders own and invest in.
Human Capital Management We are committed to operating according to our core principles: • Authenticity & Transparency • Vision & Agility • Compassion & Service Our employees are integral to our culture and our primary real estate objective, to produce and manage real estate investments that our insiders own and invest in.
Compensation and Benefits Our compensation strategy is designed to attract qualified talent, retain team members, and stay competitive within the talent market. Caliber continually evaluates our compensation structure to ensure it aligns with the market and continues to be an attractive component of joining our team.
Compensation and Benefits Our compensation strategy is designed to attract qualified talent, retain team members, and stay competitive within the talent market. We continually evaluate our compensation structure to ensure it aligns with the market and continues to be an attractive component of joining our team.
Caliber defines middle-market in two ways. The first, by the size of the investments, We typically pursue – projects between $5.0 million and $50.0 million per asset. The second, by the size of the investment funds. We offer, typically $200.0 million for a multi-asset discretionary fund and $5.0 million to $20 million for a syndication.
We define middle-market in two ways. First, by the size of investments. We typically pursue projects between $5.0 million and $50.0 million per asset. Second, by the size of the investment funds. We typically offer approximately $200.0 million for a multi-asset discretionary fund and $5.0 million to $20.0 million for a single asset syndication.
We expect to leverage the operating infrastructure of Caliber as an external advisor to the UPREIT entity(s) we manage to avoid duplicating costs of running additional public companies. 7 Table of Con tents • Accretive acquisitions . We plan to evaluate potential accretive acquisition opportunities to further grow our business.
We expect to leverage our operating infrastructure as an external advisor to the UPREIT entity(s) we manage to avoid duplicating costs of running additional public companies. 9 Table of Contents • Accretive acquisitions . We plan to evaluate potential accretive acquisition opportunities to further grow our business.
We determine whether to make general partner capital commitments to our funds in excess of the minimum required commitments based on, among other things, our anticipated liquidity, working capital and other capital needs. As of December 31, 2024, Caliber has $28.6 million invested alongside our Fund Investors in the form of equity positions, short term loans, and receivables.
We determine whether to make general partner capital commitments to our funds in excess of the minimum required commitments based on, among other things, our anticipated liquidity, working capital and other capital needs. As of December 31, 2025, we have $20.1 million invested alongside our fund investors in the form of equity positions, short-term loans, and receivables.
We earn the following fees from providing these services under our asset management platform (the “Platform”): Asset Management Revenues • Organizational & Offering (“O&O”) fees include fund set-up fees and are a one-time fee earned during the initial formation, administration, and set-up of fund products we distribute and manage.
Asset Management Revenues We earn the following fees from providing these services under our asset management platform (the “Platform”): • Organizational and offering fees include fund set-up fees earned during the initial formation, administration, and set-up of fund products we distribute and manage.
We intend to expand Caliber’s recent, early success in accessing institutional channels by further expanding our fundraising activities directed to registered investment advisers (RIA), broker-dealers, family offices, and boutique institutions. • New funds and platforms. We intend to grow our assets under management (“AUM”) by expanding the number of available funds and platforms.
We intend to expand our recent, early success in accessing institutional channels by further expanding our fundraising activities directed to registered investment advisers (“RIA”), broker-dealers, family offices, and boutique institutions. • New funds and platforms. We intend to grow our AUM by expanding the number of available funds and platforms.
Our competitive advantage is driven by several elements of the Caliber platform: 1.) The combination of an institutional-grade investment management platform combined with boutique, middle-market fund sizes and real estate projects. 2.) Our in-house shared services group, which offers Caliber greater control over our real estate and visibility to find future investment opportunities 3.) Our in-house fundraising infrastructure, allowing Caliber to serve a broad range of investors and institutions.
Our competitive advantage is driven by several elements of our platform: • The combination of an institutional-grade investment management platform with boutique, middle-market fund sizes and real estate projects. • Our in-house shared services group, which offers greater operational control and visibility into investment opportunities. • Our in-house fundraising infrastructure, allowing us to serve a broad range of investors and institutions.
This represents 5.8% of Managed Capital of $492.5 million. Investors in many of our funds also receive the opportunity to make additional “co-investments” with the investment funds.
This represents 3.9% of our Managed Capital of $517.2 million. Investors in many of our funds also receive the opportunity to make additional “co-investments” with the investment funds.
In addition, Caliber is building the Caliber Hospitality Trust (CHT), a middle-market hotel investment company utilizing the UPREIT strategy with expectations that CHT will become a listed company when its assets under management (“AUM”) exceeds $1.0 billion. As an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management.
In addition, we are building the Caliber Hospitality Trust (“CHT”), a middle-market hotel investment company utilizing the UPREIT strategy, with expectations that CHT may seek a public listing if its assets under management exceed $1.0 billion. As an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management.
These fees are recognized at the point in time when the performance under the contract is complete. • 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 fees are recognized at a point in time when performance obligations are satisfied. 4 Table of Contents • 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 certain costs incurred on behalf of the fund.
For Multi-Family Residential & Multi-Tenant Industrial assets, Caliber is regionally focused on growth-oriented markets; namely Arizona, Colorado & Texas. For its Hospitality platform, Caliber is investing through the United States with a specific focus on markets that have experience population growth and job growth in the last 5 years.
For multi-family residential and multi-tenant industrial assets, we are regionally focused on growth-oriented markets, namely Arizona, Colorado and Texas. For our hospitality platform, we invest throughout the United States with a specific focus on markets that have experienced population and job growth in recent years.
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.
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. The development of these assets requires significant additional financing and are subject to market conditions, entitlement risks, construction risks and access to capital.
With respect to the Caliber Hospitality Trust (as defined in Note 3 – VIEs), the Company earns a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. • Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds.
With respect to CHT, we earn a fund management fee of 0.7% of CHT’s enterprise value and are reimbursed for certain costs incurred on its behalf. • Financing fees are earned for securing third-party financing on behalf of our private equity real estate funds and are recognized at a point in time upon loan closing.
These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time.
These customer contracts require us to provide management services, that represent performance obligations satisfied over time.
We intend to continue to conduct our operations so that neither we nor any subsidiaries we own nor ones we may establish will be required to register as an investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”).
Additional legislation, increasing regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules may directly affect our mode of operation and profitability. 10 Table of Contents We intend to continue to conduct our operations so that neither we nor any subsidiaries we own nor ones we may establish will be required to register as an investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”).
Requests should be directed to the attention of the Corporate Secretary at our address on the cover page of this Form 10-K. We are an electronic filer.
Requests should be directed to the attention of the Corporate Secretary at our address on the cover page of this Form 10-K. We are an electronic filer. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC.
We have a number of development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds but are under contract to purchase.
There can be no assurance that projected performance allocations will be realized. Managed Assets We have $2.6 billion in Managed Assets, comprised of AUM and AUD. AUD includes development, redevelopment, construction, and entitlement projects that are underway or in planning stages. This category includes projects to be built on undeveloped land, including projects under contract for purchase by our funds.
The investment committee is comprised of executives and senior leaders of the Company.
The investment committee is comprised of members of our executive and senior leadership teams.
If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $2.1 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.
If these projects are completed, total capitalized costs are currently estimated to be $1.9 billion, and are expected to be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and secured debt financing. 5 Table of Contents Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both.
In addition, the Company earns fees for guaranteeing certain loans, representing a performance obligation that the Company satisfies over time. • Real estate development revenues are generally based on two fee-based contracts, which are up to 6% on a combined basis.
We may also earn fees for guaranteeing certain loans, which are recognized over time. • Real estate development revenues are generally based on two fee-based contracts, not to exceed an aggregate of 6%.
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 December 31, 2024, up through sale, we estimate the Company could earn $89.0 million in performance allocations.
If we complete all AUD at December 31, 2025, up through sale, we estimate the Company could earn $104.2 million in performance allocations. We are under no obligation to complete these projects and may dispose of any such assets at any time.
Performance Allocations • 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.
Performance Allocations Performance allocations represent our contractual share of investment returns generated within the investment funds we manage.
Similarly, there can be no assurance that performance allocations associated with our Managed Assets will be realized because our total costs to complete a project could change. In addition, the price we might obtain upon selling the investment at some point in the future could be different than our projections.
Similarly, total costs to complete a project could change or the future selling price could be different than projected, thus there is no assurance that performance allocations will be realized. Digital Asset Treasury Strategy Overview Our digital asset treasury strategy is governed by formal policies adopted by our Board of Directors.
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Item 1. Business General Over the past 16 years, Caliber has emerged as a leading real estate asset management firm, with more than $2.9 billion in Managed Assets. Caliber’s business is focused on a singular objective, to make money in all market conditions by managing and developing attractive multi-family residential, hospitality, and multi-tenant industrial assets.
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Item 1. Business General 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 $0.8 billion of assets under management (“AUM”) and $1.9 billion of assets under development (“AUD”). We are an alternative asset manager investing across real and digital assets.
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Caliber serves financial professionals, family office investors, and high net worth investors, through its real estate fund products focused on generating value growth, income, and tax advantages. Caliber competes in the broad market for alternative investments, a fast-growing segment of the global investment market.
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We sponsor and manage private real estate investment funds and maintain a digital asset treasury strategy focused on blockchain infrastructure assets. 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.
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Our asset management activities are complemented with transaction and advisory services including development and construction management, acquisition and disposition expertise, and fund formation, which we believe differentiate us from other asset management firms.
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In 2025, we formally adopted a Board-approved digital asset treasury policy (the “Treasury Reserve Policy”) under which we accumulate and manage digital infrastructure assets, starting with Chainlink tokens (“LINK”). The digital asset treasury strategy is designed to complement our core real estate investment platform by providing exposure to blockchain-based financial infrastructure and generating yield through staking activities.
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These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan.
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Digital asset treasury income may consist of staking rewards and other income derived from treasury digital asset holdings. While our real estate platform remains our core business, we believe exposure to digital infrastructure assets positions us for the long-term evolution of tokenized real-world asset markets.
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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.
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Our asset management activities are complemented by transaction and advisory services, including development and construction management, acquisition and disposition services, brokerage activities, and fund formation services. On May 2, 2025, the Company effected a one-for-twenty (1-for-20) reverse stock split of its common stock (the “Reverse Stock Split”).
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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. We have $2.9 billion in Managed Assets, which is comprised of AUM and Assets Under Development (“AUD”).
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The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock.
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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.
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Preferred returns across our funds generally range from 6.0% to 12.0%. Performance allocations are recognized in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) when it is determined that they are no longer probable of significant reversal, which generally occurs upon close of asset sales or refinancings.
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Additional legislation, increasing regulatory oversight of fundraising activities, changes in 8 Table of Con tents rules promulgated by self-regulatory organizations or exchanges or changes in the interpretation or enforcement of existing laws and rules may directly affect our mode of operation and profitability.
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Many alternative asset managers qualify for investment company accounting which renders comparability to our financial performance difficult. Annually, we re-evaluate our conclusions regarding the application of investment company accounting. Under investment company accounting, among other adjustments, we would recognize the portion of any performance allocations earned in the year as unrealized gains and losses.
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The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC. 9 Table of Con tents
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Given the vertical nature of our business and the significant activities we generate revenue on, we do not qualify for investment company accounting. However, if we were to qualify, we would have recognized approximately $16.3 million in unrealized gains in the current year. Performance allocations are inherently variable and depend on asset-level performance and realization events.
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The strategy is intended to: • Provide exposure to blockchain infrastructure assets • Generate staking yield • Align our treasury strategy with technological infrastructure supporting tokenized asset markets • Complement our real asset investment platform We are evaluating potential applications of blockchain technology within our real estate investment platform, including initiatives designed to improve operational efficiency, investor servicing, and accessibility.
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These efforts may include the tokenization of real-world assets, such as real estate projects and fund interests, to facilitate fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. We also believe that tokenized offerings may represent an additional capital formation channel, enabling us to reach a broader base of global investors through compliant, blockchain-enabled investment structures.
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Digital assets are subject to significant market volatility, regulatory uncertainty, technological risk and custodial considerations. We maintain internal controls and governance procedures designed to manage these risks; however, there can be no assurance that digital asset holdings will not experience material fluctuations in value. Digital Asset Treasury Holdings Our digital asset treasury is currently comprised of only LINK.
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We currently do not have a specific target for the amount or type of digital asset holdings we intend to acquire and hold. As further discussed below, our digital asset treasury holds LINK solely on the Ethereum blockchain.
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Chainlink and LINK Overview Chainlink enables smart contracts to interact with external data, offchain computation, and systems across blockchains through decentralized oracle infrastructure. Chainlink services are powered by Decentralized Oracle Networks (“DONs”), which consist of multiple independent node operators that aggregate data, computations, and reports before delivering results onchain.
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Different DONs can perform different predefined tasks, including providing attestations regarding offchain data or real-world events. LINK is the native token of the Chainlink network. It is used to pay for Chainlink services, including oracle and related network services, and it is also used in Chainlink Staking to support security and enable eligible participants to earn rewards.
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LINK is an ERC-677 compatible token originally deployed on Ethereum. LINK may also be transferred across supported chains using the Chainlink Cross-Chain Interoperability Protocol (“CCIP”) and CCIP-powered applications. Chainlink Staking Activities and Revenues We intend to generate staking and other revenue from participating in the Chainlink ecosystem through being Community Stakers (as discussed below).
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We intend to allocate a significant portion of our LINK holdings to be staked through certain limited node 6 Table of Contents operators. Management estimates it may earn a net yield of approximately 3% to 9% annualized, based upon internal estimates of the potential to stake our LINK treasury.
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Chainlink Staking is a security mechanism designed to enhance the security and reliability of Chainlink’s oracle services. In Chainlink Staking, node operators (“Node Operator Stakers”) and community members (“Community Stakers”) stake (i.e., lock up) LINK in exchange for receiving staking rewards.
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Staking reward rates vary because a fixed amount of rewards are made available to the staking protocol (currently v0.2) per unit of time, regardless of how much aggregate LINK is staked in the protocol.
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Community Stakers earn base rewards for securing the network by staking LINK, and they can earn additional rewards through additional activities, including by providing timely and valid alerts about DON performance.
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Automatically, Community Stakers have their stake delegated to Node Operator Stakers (without the operators taking control of such staked LINK), and 4% of Community Staker rewards are directed to the operators as a Delegation Reward in exchange for performing oracle computation on behalf of Community Stakers.
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Node Operator Stakers also earn base rewards for securing the network and performing oracle computation, with their rewards supplemented by the Delegation Rewards as discussed above, which are made available to Node Operator Stakers proportionally based on the amount each operator stakes.
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Attributed Rewards are earned by stakers during their participation in staking, which are composed of “Claimable Rewards” and “Locked Rewards”. Claimable Rewards can be claimed by stakers at any time without penalty. Locked Rewards turn into Claimable Rewards over a period of time known as the ramp-up period.
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The ramp-up period is a 90-day period, tracked individually for each staker, that starts at 0% when a staker first stakes and linearly increases to 100% of the possible reward rate. The percentage of claimable Attributed Rewards is proportional to the amount of time spent in the ramp-up period.
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When unstaking LINK before the full ramp-up period has been completed, any Locked Rewards turn into “Forfeited Rewards”, which are forfeited and become available for all stakers in the same category.
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Chainlink Staking v0.2 offers increased security by supporting the ability to slash (forfeit) a portion of staked LINK by Node Operator Stakers who help power oracle services secured by staking. Community Stakers, and Node Operator Stakers only serving oracle services not secured by staking, will not be at risk of slashing.
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We use Coinbase Prime, the institutional product of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), to trade, custody, stake and manage our digital assets. Of our LINK, Coinbase Prime holds approximately 100% in hot wallets.
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Coinbase Custody is chartered as a limited purpose trust company by the New York State Department of Financial Services. 100% of our LINK holdings are custodied by Coinbase Custody, and none of our LINK were staked as of December 31, 2025.
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Current and Expected Digital Asset Treasury Holdings At December 31, 2025, the Company held 562,535 LINK with a cost basis of $12.6 million and a fair value of $6.8 million. All LINK were acquired during the year ended December 31, 2025, and the Company has not sold any of its LINK holdings as of that date.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or other regulatory authorities, which could require additional financial and management resources.
If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Our failure to sufficiently secure our business and services may result in unauthorized access to investor data, a negative impact on our investor attraction and retention, and significant liabilities. Our business systems and services involve the storage, transmission, and processing of our Company and investors’ sensitive and proprietary information.
Our failure to sufficiently secure our business and services may result in unauthorized access to investor data, a negative impact on our investor attraction and retention, and significant liabilities. Our business systems and services involve the storage, transmission, and processing of our and our investors’ sensitive and proprietary information.
If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Further, our ability to monitor the data security of our vendors is limited, and bad actors may successfully circumvent our vendors’ security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, or destruction of our Company and/or our investor’s data.
Further, our ability to monitor the data security of our vendors is limited, and bad actors may successfully circumvent our vendors’ security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, or destruction of our and/or our investor’s data.
The consolidation of such entities could make it difficult for an investor to differentiate the assets, liabilities, and results of operations of the Company apart from the assets, liabilities, and results of operations of the consolidated VIEs. The assets of the consolidated VIEs are not available to meet our liquidity requirements.
The consolidation of such entities could make it difficult for an investor to differentiate our assets, liabilities, and results of operations apart from the assets, liabilities, and results of operations of the consolidated VIEs. The assets of the consolidated VIEs are not available to meet our liquidity requirements.
The markets continue to be affected by inflation in the United States, global health pandemics, the imposition of sanctions and the escalation of hostilities between Russia and Ukraine and the Israel-Hamas conflict.
The markets continue to be affected by inflation in the United States, global health pandemics, the imposition of sanctions and the escalation of hostilities between Russia and Ukraine, the Israel-Hamas conflict and the United States, Israel and Iran.
Our Bylaws have an exclusive forum for adjudication of disputes provision which limits the forum to the Delaware Court of Chancery for certain stockholder litigation matters actions against the Company, which may limit an investor’s ability to seek what they regard as a favorable judicial forum for disputes with the Company or its directors, officers, employees, or stockholders.
Our Bylaws have an exclusive forum for adjudication of disputes provision which limits the forum to the Delaware Court of Chancery for certain stockholder litigation matters actions against us, which may limit an investor’s ability to seek what they regard as a favorable judicial forum for disputes with us or its directors, officers, employees, or stockholders.
In addition, in the future, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2024.
In addition, we have and, in the future, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2024.
Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover our Company may change their recommendations regarding our Company, and our stock price could decline. We have never paid dividends on our common stock, and we do not intend to pay dividends for the foreseeable future.
Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover us may change their recommendations regarding us, and our stock price could decline. We have never paid dividends on our common stock, and we do not intend to pay dividends for the foreseeable future.
With respect to such state law claims, the Company’s management believes limiting state law-based claims to Delaware will provide the most appropriate outcomes as the risk of another forum misapplying Delaware law is avoided, Delaware courts have a well-developed body of case law and limiting the forum will preclude costly and duplicative litigation and avoids the risk of inconsistent outcomes.
With respect to such state law claims, our management believes limiting state law-based claims to Delaware will provide the most appropriate outcomes as the risk of another forum misapplying Delaware law is avoided, Delaware courts have a well-developed body of case law and limiting the forum will preclude costly and duplicative litigation and avoids the risk of inconsistent outcomes.
Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” but may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of our Board of Directors consist of “independent directors”; • the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” but may elect not to comply with certain corporate governance requirements, including: 29 Table of Contents • the requirement that a majority of our Board of Directors consist of “independent directors”; • the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
In particular, changes in legislation or regulation relating to opportunity zones could adversely affect our ability to form new opportunity zone funds or to acquire assets for our existing opportunity zone funds, thereby diminishing our ability to generate revenue from those activities. Conflicts of interest exist between our Company and related parties.
In particular, changes in legislation or regulation relating to opportunity zones could adversely affect our ability to form new opportunity zone funds or to acquire assets for our existing opportunity zone funds, thereby diminishing our ability to generate revenue from those activities. Conflicts of interest exist between us and related parties.
Our charter documents and Delaware law and the voting control exercised by our founders could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock. Our third amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a change in control of our Company.
Our charter documents and Delaware law and the voting control exercised by our founders could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock. Our third amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a change in control of us.
As a result, if they act together, these stockholders will be able to exercise significant influence over all matters submitted to our stockholders for approval, including the election of directors and approval of significant corporate transactions, such as (i) making changes to our articles of incorporation whether to issue additional common stock and preferred stock, (ii) employment decisions, including compensation arrangements; and (iii) whether to enter into material transactions with related parties.
As a result, if they act together, these stockholders will be able to exercise significant influence over all matters submitted to our stockholders for approval, including the election of directors and approval of 26 Table of Contents significant corporate transactions, such as (i) making changes to our articles of incorporation whether to issue additional common stock and preferred stock, (ii) employment decisions, including compensation arrangements; and (iii) whether to enter into material transactions with related parties.
Item 1A. Risk Factors Investing in our Class A common stock involves a high degree of risk and investors should carefully consider the following risk factors, as well as the other information in this Annual Report on Form 10-K, in evaluating the Company and our business.
Item 1A. Risk Factors Investing in our Class A common stock involves a high degree of risk and investors should carefully consider the following risk factors, as well as the other information in this Annual Report on Form 10-K, in evaluating us and our business.
In addition, many other factors could cause a decline in the pace of investment, including the inability of our investment professionals to identify attractive investment opportunities, competition for such opportunities among other potential acquirers, decreased availability of capital on attractive terms, and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy or financial markets.
In addition, many other factors could cause a decline in the pace of investment, including the inability of our investment professionals to identify attractive investment opportunities, competition for such opportunities among other potential acquirers, decreased availability of capital on attractive terms, and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy or financial 15 Table of Contents markets.
We earn fees from our funds, including our carried interest which value is a direct result from the performance of our funds. There may be instances where the interests of our funds and the investors in such funds diverge from those of our Company which could result in conflicts of interest.
We earn fees from our funds, including our carried interest which value is a direct result from the performance of our funds. There may be instances where the interests of our funds and the investors in such funds diverge from those of us which could result in conflicts of interest.
In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the U.S. Investment Company Act of 1940, as amended, or the Investment Company Act, and the U.S. Employee Retirement Income Security Act of 1974, as amended, in conducting our fund management activities.
In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the U.S. Investment Company Act, and the U.S. Employee Retirement Income Security Act of 1974, as amended, in conducting our fund management activities.
In resolving these conflicts, our board of directors and executive officers have a fiduciary duty to our stockholders. In addition, as we operate as a fund manager through a wholly owned subsidiary, our Company has a fiduciary duty to investors in the funds we manage.
In resolving these conflicts, our board of directors and executive officers have a fiduciary duty to our stockholders. In addition, as we operate as a fund manager through a wholly owned subsidiary, we have a fiduciary duty to investors in the funds we manage.
Section 7.06(a) of Article VII of our Bylaws dictates that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the State of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions including derivative action or proceeding brought on behalf of the Company; an action asserting a breach of fiduciary duty owed by an officer, director, employee or to the stockholders of the Company; any claim arising under Delaware corporate law, our amended and restated certificate of incorporation or our amended and restated bylaws; and any action asserting a claim governed by the internal affairs doctrine.
Section 7.06(a) of Article VII of our Bylaws dictates that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the State of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions including derivative action or proceeding brought on behalf of us; an action asserting a breach of fiduciary duty owed by an officer, director, employee or to the stockholders of us; any claim arising under Delaware corporate law, our amended and restated certificate of 24 Table of Contents incorporation or our amended and restated bylaws; and any action asserting a claim governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Section 7.06 of Article VII of our Bylaws.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of us shall be deemed to have notice of and consented to the provisions of Section 7.06 of Article VII of our Bylaws.
During periods in which a significant portion of our assets under management is attributable to funds that are not in their optimized periods, we may receive substantially lower performance allocations. We could lose part or all of our investments, which could have a material adverse effect on our financial condition and results of operations.
During periods in which a significant portion of our assets under management is attributable to funds that are not in their optimized periods, we may receive substantially lower performance allocations. 16 Table of Contents We could lose part or all of our investments, which could have a material adverse effect on our financial condition and results of operations.
Conflicts of interest exist and may arise in the future as a result of the relationships between our Company and its affiliates and divisions and our officers, directors and owners, on the one hand, and our funds and its investors, on the other hand.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates and divisions and our officers, directors and owners, on the one hand, and our funds and its investors, on the other hand.
As a public company, Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 10-K, beginning with our annual report for the fiscal year ending December 31, 2024.
As a public company, Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 10-K, beginning with our annual report for the fiscal year 28 Table of Contents ending December 31, 2024.
In addition, 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. 10 Table of Con tents Interest rates remained at relatively low levels on a historical basis and the U.S.
In addition, 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. Interest rates remained at relatively low levels on a historical basis and the U.S.
We do not believe that, based on current rules and interpretations, the equity interests in our wholly owned subsidiaries or the limited liability company member interests consolidated, or unconsolidated affiliated funds qualify as investment securities under the Investment Company Act. 23 Table of Con tents The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies.
We do not believe that, based on current rules and interpretations, the equity interests in our wholly owned subsidiaries or the limited liability company member interests consolidated, or unconsolidated affiliated funds qualify as investment securities under the Investment Company Act. The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies.
Alternatively, the enforceability of similar choice of forum provisions in other issuers’ bylaws and certificates of incorporation has been challenged in legal proceedings, and it is possible that in connection with any applicable action brought against the Company, a court could find the choice of forum provisions contained in the Company’s Bylaws to be inapplicable or unenforceable in such action.
Alternatively, the enforceability of similar choice of forum provisions in other issuers’ bylaws and certificates of incorporation has been challenged in legal proceedings, and it is possible that in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Bylaws to be inapplicable or unenforceable in such action.
If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue additional equity or debt securities or obtain credit facilities.
If we determine that our cash requirements 17 Table of Contents exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue additional equity or debt securities or obtain credit facilities.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and 26 Table of Con tents subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.
Corporate buyers may be able to achieve synergistic cost savings with regard to an investment that may provide them with a competitive advantage in bidding for an investment. 19 Table of Con tents If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe their intellectual property rights, our business could suffer.
Corporate buyers may be able to achieve synergistic cost savings with regard to an investment that may provide them with a competitive advantage in bidding for an investment. If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe their intellectual property rights, our business could suffer.
The future market price of our common stock may be significantly affected by many risk factors listed in this section, and others beyond our control, including: • actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results; • overall conditions in our industry and the markets in which we operate or in the economy as a whole; • changes in laws or regulations applicable to our operations; • actual or anticipated changes in our growth rate relative to our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; • additions or departures of key personnel; • issuance of new or updated research or reports by securities analysts; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • litigation matters; • announcement or expectation of additional financing efforts; • sales of our Class A common stock by us or our stockholders; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • the expiration of contractual lock-up agreements with our executive officers, directors and stockholders; and • general economic and market conditions. 25 Table of Con tents Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
The future market price of our common stock may be significantly affected by many risk factors listed in this section, and others beyond our control, including: • actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results; • overall conditions in our industry and the markets in which we operate or in the economy as a whole; • changes in laws or regulations applicable to our operations; • actual or anticipated changes in our growth rate relative to our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; • additions or departures of key personnel; • issuance of new or updated research or reports by securities analysts; 27 Table of Contents • fluctuations in the valuation of companies perceived by investors to be comparable to us; • litigation matters; • announcement or expectation of additional financing efforts; • sales of our Class A common stock by us or our stockholders; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • the expiration of contractual lock-up agreements with our executive officers, directors and stockholders; and • general economic and market conditions.
The Company did not regain compliance with the minimum bid price requirement by November 11, 2024; however, on November 12, 2024, the Company received written notification from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2).
We did not regain compliance with the minimum bid price requirement by November 11, 2024; however, on November 12, 2024, we received written notification from Nasdaq granting our request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2).
If a new business does not generate sufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected.
If a new business does not generate sufficient 21 Table of Contents revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected.
This control may adversely affect the market price of our Class A common stock. 24 Table of Con tents We may not be able to maintain a listing of our Class A common stock on Nasdaq. Our Class A common stock is listed on Nasdaq, and we must meet certain financial and liquidity criteria to maintain such listing.
This control may adversely affect the market price of our Class A common stock. We may not be able to maintain a listing of our Class A common stock on Nasdaq. Our Class A common stock is listed on Nasdaq, and we must meet certain financial and liquidity criteria to maintain such listing.
GAAP”), we may be required to consolidate certain of our funds, limited liability companies, partnerships or operating businesses if we determine that these entities are variable interest entities (“VIEs”) and where we determine that the Company is the primary beneficiary of the VIE.
GAAP, we may be required to consolidate certain of our funds, limited liability companies, partnerships or operating businesses if we determine that these entities are variable interest entities (“VIEs”) and where we determine that we are the primary beneficiary of the VIE.
As a result of the foregoing, there may be instances where any such conflicts are resolved in a manner which favors the interests of our funds and their investors over our stockholders. 16 Table of Con tents Risk management activities may adversely affect the return on our funds’ investments.
As a result of the foregoing, there may be instances where any such conflicts are resolved in a manner which favors the interests of our funds and their investors over our stockholders. 19 Table of Contents Risk management activities may adversely affect the return on our funds’ investments.
The choice of forum provisions contained in the Company’s Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
The choice of forum provisions contained in our Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
The inability to deploy such capital into investments, may materially reduce our revenues and cash flows and adversely affect our financial condition. We depend on the capital markets to grow our assets under management, (“AUM”) and we depend on third-party equity and debt financings to acquire properties for our funds.
The inability to deploy such capital into investments, may materially reduce our revenues and cash flows and adversely affect our financial condition. We depend on the capital markets to grow our AUM and we depend on third-party equity and debt financings to acquire properties for our funds.
The lack of near term guidance may affect the expectations of public market analysts and could cause increased volatility in our Class A common stock price. 12 Table of Con tents We have incurred operating losses and negative operating cash flows for the year ended December 31, 2024, and may incur operating losses and negative cash flows in future periods.
The lack of near term guidance may affect the expectations of public market analysts and could cause increased volatility in our Class A common stock price. We have incurred operating losses and negative operating cash flows for the year ended December 31, 2025, and may incur operating losses and negative cash flows in future periods.
On May 14, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Class A common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
On May 14, 2024, we received a notice from Nasdaq notifying us that, because the closing bid price for our Class A common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer comply with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
We are in the process of designing, implementing, and testing our internal control over financial reporting required to comply with this obligation, which is time consuming, costly, and complicated.
We will continue the process of designing, implementing, and testing our internal control over financial reporting required to comply with this obligation, which is time consuming, costly, and complicated.
Nasdaq’s notice had no immediate effect on the listing of the Company’s Class A common stock on the Nasdaq Capital Market. The Company was provided an initial compliance period of 180 calendar days, or until November 11, 2024, to regain compliance with the minimum bid price requirement.
Nasdaq’s notice had no immediate effect on the listing of our Class A common stock on the Nasdaq Capital Market. We were provided an initial compliance period of 180 calendar days, or until November 11, 2024, to regain compliance with the minimum bid price requirement.
The Company had individual corporate notes aggregating $32.8 million at December 31, 2024, for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2024 were issued. We currently do not have sufficient cash on hand to satisfy such obligations.
We had individual corporate notes aggregating $29.6 million at December 31, 2025, for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2025 were issued. We currently do not have sufficient cash on hand to satisfy such obligations.
As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations.
As a result, changes in rules of U.S. GAAP or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations.
Our investors and potential investors continually assess our funds’ performance independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds depends on our funds’ performance.
Our investors and potential investors continually assess our funds’ 13 Table of Contents performance independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds depends on our funds’ performance.
In most cases, the companies in which our investment funds invest will have indebtedness or equity securities or may be permitted to incur indebtedness or to issue equity securities that rank senior to our investment.
Investments by our investment funds may rank junior to investments made by others. In most cases, the companies in which our investment funds invest will have indebtedness or equity securities or may be permitted to incur indebtedness or to issue equity securities that rank senior to our investment.
Our third amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. 28 Table of Con tents In addition, as permitted by Section 145 of the DGCL, our amended and restated bylaws and our indemnification agreements that we have entered into with our directors and officers provide that: • we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law.
In addition, as permitted by Section 145 of the DGCL, our amended and restated bylaws and our indemnification agreements that we have entered into with our directors and officers provide that: • we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law.
The market price of our Class A common stock has in the past and could in the future be extremely volatile. From the date of our initial public offering in May 2023 to March 3, 2025, the high and low prices of our common stock as quoted on the Nasdaq Capital Market was $13.00 and $0.37, respectively.
The market price of our Class A common stock has in the past and could in the future be extremely volatile. From the date of our initial public offering in May 2023 to December 31, 2025, the high and low prices of our common stock as quoted on the Nasdaq Capital Market was $13.00 and $1.24, respectively.
We may pursue growth through acquisitions of critical business partners or other strategic initiatives, which may include entering into new lines of business. 18 Table of Con tents Attempts to expand our businesses involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core businesses; • the assumption of liabilities in any acquired business; • the disruption of our ongoing businesses; • entry into markets or lines of business in which we may have limited or no experience; • increasing demands on our operational and management systems and controls; • compliance with additional regulatory requirements; • potential increase in investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain jurisdictions where we currently have no experience.
Attempts to expand our businesses involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core businesses; • the assumption of liabilities in any acquired business; • the disruption of our ongoing businesses; • entry into markets or lines of business in which we may have limited or no experience; • increasing demands on our operational and management systems and controls; • compliance with additional regulatory requirements; • potential increase in investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain jurisdictions where we currently have no experience.
Our failure to sufficiently secure our business and services may result in unauthorized access to 20 Table of Con tents investor data, a negative impact on our investor attraction and retention, and significant liabilities.
Our failure to sufficiently secure our business and services may result in unauthorized access to investor data, a negative impact on our investor attraction and retention, and significant liabilities.
As a result, the Company could incur additional costs associated with resolving such actions in other jurisdictions, which could harm the Company’s business, operating results and financial condition.
As a result, we could incur additional costs associated with resolving such actions in other jurisdictions, which could harm our business, operating results and financial condition.
In addition, our real estate funds may also make investments in residential real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets or portfolios thereof from time to time, which may be more susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to the ownership and operation of commercial real estate assets. 17 Table of Con tents Investments by our investment funds may rank junior to investments made by others.
In addition, our real estate funds may also make investments in residential real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets or portfolios thereof from time to time, which may be more susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to the ownership and operation of commercial real estate assets.
While to date our funds’ borrowing costs have not substantially increased, as rates continue to increase, our ability to use leverage as a financing tool or to pass along any increased costs of borrowing or financing will become more difficult, all of which could have an adverse effect on our profitability.
While to date our funds’ borrowing costs have not substantially increased, as rates continue to increase, our ability to use leverage as a financing tool or to pass along any increased costs of borrowing or financing will become more difficult, all of which could have an adverse effect on our profitability. 14 Table of Contents Inflation can have an adverse impact on our business and on our customers.
To regain compliance, the closing bid price of the Company’s Class A common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to May 12, 2025. Our share price has in the past and may in the future fluctuate substantially.
To regain compliance, the closing bid price of our Class A common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to May 12, 2025.
Attackers initiating cybersecurity risks may gain access to our corporate assets. Vulnerabilities in our infrastructure or the success of any cybersecurity attacker against us may not be discovered in a timely fashion or at all, and the impact may be exacerbated the longer they remain undetected.
Vulnerabilities in our infrastructure or the success of any cybersecurity attacker against us may not be discovered in a timely fashion or at all, and the impact may be exacerbated the longer they remain undetected.
Such investments may involve risks not otherwise present with other methods of investment, including: • that our co-venturer, or partner in an investment could become insolvent or bankrupt; • that such co-venturer, or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; • that such co-venturer, or partner may be in a position to take action contrary to our instructions, requests or our policies or objectives; or • that disputes between us and our co-venturer, or partner, may result in litigation or arbitration that would increase expenses. 15 Table of Con tents Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.
Such investments may involve risks not otherwise present with other methods of investment, including: • that our co-venturer, or partner in an investment could become insolvent or bankrupt; • that such co-venturer, or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; 18 Table of Contents • that such co-venturer, or partner may be in a position to take action contrary to our instructions, requests or our policies or objectives; or • that disputes between us and our co-venturer, or partner, may result in litigation or arbitration that would increase expenses.
The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline. The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
As of December 31, 2024 and 2023, total assets of our consolidated VIEs reflected in our consolidated balance sheets were $53.3 million and $258.4 million, respectively, and as of December 31, 2024 and 2023, total liabilities of our consolidated VIEs reflected in our consolidated balance sheets were $33.1 million and $169.9 million, respectively.
As of December 31, 2025 and 2024, total assets of our consolidated VIEs reflected in our consolidated balance sheets were $70.2 million and $53.3 million, respectively, and as of December 31, 2025 and 2024, total liabilities of our consolidated VIEs reflected in our consolidated balance sheets were $49.4 million and $33.1 million, respectively.
These and other provisions in our third amended and restated certificate of incorporation and our amended and restated bylaws and under Delaware law, together with the voting control possessed by our founders, could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.
These and other provisions in our third amended and restated certificate of incorporation and our amended and restated bylaws and under Delaware law, together with the voting control possessed by our founders, could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions. 30 Table of Contents Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
The value of our investments can also be diminished by: • civil unrest, acts of war and terrorism and acts of God, including earthquakes, hurricanes, and other natural disasters (which may result in uninsured or underinsured losses); • the impact of present or future legislation (including environmental regulation, changes in laws concerning foreign ownership of property, changes in tax rates, changes in zoning laws and laws requiring upgrades to accommodate disabled persons) and the cost of compliance with these types of legislation; and • liabilities relating to claims, to the extent insurance is not available or is inadequate. 13 Table of Con tents We have an amount of total liabilities which may be considered significant for a company of our size which could adversely affect our financial condition and our ability to react to changes in our business.
The value of our investments can also be diminished by: • civil unrest, acts of war and terrorism and acts of God, including earthquakes, hurricanes, and other natural disasters (which may result in uninsured or underinsured losses); • the impact of present or future legislation (including environmental regulation, changes in laws concerning foreign ownership of property, changes in tax rates, changes in zoning laws and laws requiring upgrades to accommodate disabled persons) and the cost of compliance with these types of legislation; and • liabilities relating to claims, to the extent insurance is not available or is inadequate.
Our Cloud Providers may experience events such as natural disasters, fires, power loss, telecommunications failures, or similar events. The systems, infrastructure, and services of our Cloud Providers may also be subject to human or software errors, viruses, cybersecurity risks, fraud, spikes in usage, break-ins, sabotage, acts of vandalism, acts of terrorism, and other misconduct.
The systems, infrastructure, and services of our Cloud Providers may also be subject to human or software errors, viruses, cybersecurity risks, fraud, spikes in usage, break-ins, sabotage, acts of vandalism, acts of terrorism, and other misconduct.
Risks Related to Our Organizational Structure The consolidation of investment funds or operating businesses of our portfolio companies could make it more difficult to understand the operating performance of the Company and could create operational risks for the Company. Under applicable generally accepted accounting principles in the United States of America (“U.S.
Risks Related to Our Organizational Structure The consolidation of investment funds or operating businesses of our portfolio companies could make it more difficult to understand our operating performance and could create operational risks for us. Under applicable U.S.
These attackers use a wide variety of methods to exploit vulnerabilities and gain access to corporate assets, including networks, information, or credentials. The types and methods of cybersecurity risks are constantly evolving and becoming more complex, and we may not be able to detect, combat, or successfully defend against all cybersecurity risks.
The types and methods of cybersecurity risks are constantly evolving and becoming more complex, and we may not be able to detect, combat, or successfully defend against all cybersecurity risks. Attackers initiating cybersecurity risks may gain access to our corporate assets.
Also, during periods of financial distress or following an insolvency, the ability of our investment funds to influence a company’s affairs and to take actions to protect their investments may be substantially less than that of the senior creditors.
Also, during periods of financial distress or following an insolvency, the ability of our investment funds to influence a company’s affairs and to take actions to protect their investments may be substantially less than that of the senior creditors. 20 Table of Contents Rapid growth of our businesses may be difficult to sustain and may place significant demands on our administrative, operational, and financial resources.
These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common stock.
These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.
Schrader currently exercise approximately 84.5% voting control over the Company as of December 31, 2024.
Schrader currently exercise approximately 36.1% voting control over the Company as of December 31, 2025.
Inflation can have an adverse impact on our business and on our customers. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.
If we elected to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors, and you would not have the same protection afforded to shareholders of companies that are subject to Nasdaq’s corporate governance rules. 27 Table of Con tents If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
If we elected to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors, and you would not have the same protection afforded to shareholders of companies that are subject to Nasdaq’s corporate governance rules.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
We cannot be sure that insurers will not deny coverage as to any claim, and some security breaches may be outside the scope of our coverage, including if they are considered force majeure events. Security breaches may result in increased costs for cybersecurity insurance and could have an adverse effect on our business, operating results, and financial condition.
We cannot be sure that insurers will not deny coverage as to any claim, and some security breaches may be outside the scope of our coverage, including if they are considered force majeure events.
Our reliance on third parties to operate and to develop certain of our properties may harm our business. In some instances, we rely on third-party property managers and hotel operators to manage our properties.
Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment. Our reliance on third parties to operate and to develop certain of our properties may harm our business. In some instances, we rely on third-party property managers and hotel operators to manage our properties.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 14 Table of Con tents In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations.
In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations.
However, there can be no assurance that we will be able to fully mitigate the impact of such tariffs or trade restrictions. 11 Table of Con tents Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations.
Further, we have experienced in the past, and may experience in the future, periodic interruptions, delays, and outages in service and availability with our Cloud Providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints. 21 Table of Con tents If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock may decline.
Further, we have experienced in the past, and may experience in the future, periodic interruptions, delays, and outages in service and availability with our Cloud Providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints.
To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. 22 Table of Con tents Furthermore, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder.
Furthermore, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder.
Rapid growth of our businesses may be difficult to sustain and may place significant demands on our administrative, operational, and financial resources. Our assets under management have grown significantly in the past, and we are pursuing further growth in the near future, both organically and through acquisitions.
Our assets under management have grown significantly in the past, and we are pursuing further growth in the near future, both organically and through acquisitions. Our rapid growth has placed, and planned growth, if successful, will continue to place, significant demands on our legal, accounting and operational infrastructure, and has increased expenses.
We depend on various cloud service providers operated by third parties, and any service outages, delays, or disruptions in these operations could harm our business and operating results. In our business we use various cloud service providers (“Cloud Providers”) operated by third parties. As a result, we are vulnerable to service interruptions, delays, and outages attributable to their platforms.
In our business we use various cloud service providers (“Cloud Providers”) operated by third parties. As a result, we are vulnerable to service interruptions, delays, and outages attributable to their platforms. Our Cloud Providers may experience events such as natural disasters, fires, power loss, telecommunications failures, or similar events.
Further, we engage service providers to store and otherwise process some of our and our investor’s data, including sensitive and personal information, and these service providers are also targets of cybersecurity risks.
Further, we engage service providers to store and otherwise process some of our and our investor’s data, including sensitive and personal information, and these service providers are also targets of cybersecurity risks. 22 Table of Contents Cybersecurity risks have been increasing in frequency and sophistication globally and may be accompanied by demands for payment in exchange for resolution, restoration of functionality, or return of data.
Additionally, the current geopolitical environment in Europe provides yet another layer of uncertainty around the actions that the Federal Reserve might take.
During the remainder of the of 2024 and 2025, the Federal Reserve decreased the federal funds rate by 169 basis points, resulting in a target rate range of 3.50% to 3.75% at December 31, 2025. Additionally, the current geopolitical environment in Europe provides yet another layer of uncertainty around the actions that the Federal Reserve might take.
Subsequently, the Federal Reserve decreased the federal funds rate by 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024, resulting in a target rate range of 4.25% to 4.50% at December 31, 2024.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.
The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but has since decreased to 2.7% as of the end of December 2025. 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our incident response and recovery plans include guidance to our employees, management, and the Board on response to cybersecurity incidents. Third-Party Risk Management We have appropriate controls designed to identify and mitigate cybersecurity risks associated with the use of third-party service providers.
Our incident response and recovery plans include guidance to our employees, management, and our board on response to cybersecurity incidents. Third-Party Risk Management We have appropriate controls designed to identify and mitigate cybersecurity risks associated with the use of third-party service providers.
Education and Awareness Employees are regularly reminded of the importance of handling and protecting customer and Company data. Employees receive appropriate policies and annual privacy and security training to enhance awareness and reinforce desired behaviors. External Assessments Our cybersecurity policies, standards, processes and practices are regularly assessed by third-party business partners, consultants and cybersecurity information technology consultants.
Education and Awareness Employees are regularly reminded of the importance of handling and protecting customer and our data. Employees receive appropriate policies and annual privacy and security training to enhance awareness and reinforce desired behaviors. External Assessments Our cybersecurity policies, standards, processes and practices are regularly assessed by third-party business partners, consultants and cybersecurity information technology consultants.
Our cybersecurity program focuses on the following key areas: Collaboration Cybersecurity risks are identified and addressed comprehensively in a cross-functional approach. Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information.
Our cybersecurity program focuses on the following key areas: Collaboration Cybersecurity risks are identified and addressed comprehensively in a cross-functional approach. Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of our 35 Table of Contents and our customer information.
They contribute to risk assessments, help refine our security architecture, and provide valuable insights into industry best practices. 30 Table of Con tents Governance Board Oversight Our Board, through the Audit Committee, has oversight of our cybersecurity risk management program.
They contribute to risk assessments, help refine our security architecture, and provide valuable insights into industry best practices. Governance Board Oversight Our board, through the Audit Committee, has oversight of our cybersecurity risk management program.
We can provide no assurance that there will not be cybersecurity incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. 29 Table of Con tents Risk Management and Strategy Our approach for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management strategy and are based on commonly accepted frameworks established by the International Organization for Standardization (“ISO”), the National Institute of Standards and Technology (“NIST”), and other applicable industry standards.
Risk Management and Strategy Our approach for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management strategy and are based on commonly accepted frameworks established by the International Organization for Standardization, the National Institute of Standards and Technology, and other applicable industry standards.
We believe that risks from prior cybersecurity threats, including previous cybersecurity incidents, have not materially affected our business to date.
We believe that risks from prior cybersecurity threats, including previous cybersecurity incidents, have not materially affected our business to date. We can provide no assurance that there will not be cybersecurity incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.
The Audit Committee receives regular updates from management on cybersecurity risks and progress of risk reduction initiatives, and from external auditor feedback and relevant business partners.
The Audit Committee receives regular updates from management on cybersecurity risks and progress of risk reduction initiatives, and from external auditor feedback and relevant business partners. 36 Table of Contents Management’s Role Our Chief Operating Officer (“COO”), who serves as our designated Chief Information Security officer (“CISO”), together with our Manager of Technology, has primary responsibility for the ongoing management of our cybersecurity program.
Removed
Management’s Role Our Chief Operating Officer, who serves as the Company’s designated chief information security officer (“CISO”) and our Director of Technology have primary responsibility for managing the Company’s cybersecurity program on an ongoing basis. Our Director of Technology has served in various roles in information technology and information security for over 15 years.
Added
The COO meets regularly with the Manager of Technology to review information technology and security updates, including the results of periodic third-party cybersecurity penetration testing and proposed network security enhancements. In the event of a cybersecurity incident, we maintain a defined incident response plan designed to facilitate timely response and mitigation.
Removed
He holds an undergraduate degree in Computer Science. Our Chief Operating Officer and designated CISO has served in various roles in information technology and information security for over 20 years, including serving as the Chief Information Security Officer and/or Chief Security Officer at other publicly traded technology companies.
Added
The plan outlines immediate actions to address and contain potential impacts, as well as longer-term remediation measures and strategies intended to reduce the risk of future incidents. Our COO has more than 30 years of experience in public company operations, including responsibilities that require oversight of information security as part of the effective performance of his duties.
Added
He holds a Bachelor’s degree in Business Administration from Arizona State University. Our Manager of Technology has served in various roles in information technology and information security for over 10 years. He holds a Bachelor’s degree in Information Technology.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Holders of Record As of March 27, 2025, there were 1,506 holders of record of our Class A common stock and three holders of record of our Class B common stock. This does not include the number of stockholders that hold shares in “street name” through brokers and other nominees.
Holders of Record As of March 23, 2026, there were 1,507 holders of record of our Class A common stock and three holders of record of our Class B common stock. This does not include the number of stockholders that hold shares in “street name” through brokers and other nominees.
The issuance of shares of Class A common stock were deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon Section 4(a)(2) of the Securities Act.
Both the issuance of shares of Class A common stock and Serie B preferred stock were deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon Section 4(a)(2) of the Securities Act.
A legend restricting the sale, transfer, or other disposition of the shares of restricted Class A common stock other than in compliance with the Securities Act was placed on the shares of restricted Class A common stock issued in the foregoing transaction. Share Repurchases None.
A legend restricting the sale, transfer, or other disposition of the shares of restricted Class A common stock other than in compliance with the Securities Act was placed on the shares of restricted Class A common stock issued in the foregoing transaction. Share Repurchases None. Item 6. Reserved 38 Table of Contents
Unregistered Sales of Equity Securities and Use of Proceed s Recent Sales of Unregistered Securities During the year ended December 31, 2024, the Company issued 204,495 shares of Class A common stock with an aggregate fair value of approximately $0.2 million issued under a consulting agreement.
Unregistered Sales of Equity Securities and Use of Proceed s Recent Sales of Unregistered Securities During the year ended December 31, 2025, the Company issued 155,693 shares of Class A common stock with an aggregate fair value of approximately $0.4 million as consideration for advisory and placement services and in connection with a private placement.
Added
Additionally, the Company issued 15,868 shares of Series B preferred stock, each with a stated value of $1,000 to an institutional investor for total proceeds of $15.9 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Platform Basic and Diluted Earnings Per Share (“EPS”) Platform Basic and Diluted EPS represents earnings per share generated by the Platform, without reflecting the impact of consolidation. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.
Platform Basic and Diluted Earnings Per Share (“EPS”) Platform Basic and Diluted EPS represents earnings per share generated by the Platform, without reflecting the impact of consolidation. Eliminating the impact of consolidated funds and noncontrolling interest provides investors with a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management.
This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation.
This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation.
Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place.
Such deposits are deferred and are included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place.
Our investment strategy leverages the local market intelligence and real-time data we gain from our operations to evaluate current investments, generate proprietary transaction flow, and implement various asset management strategies. An alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management.
Our investment strategy leverages the local market intelligence and real-time data we gain from our operations to evaluate current investments, generate proprietary transaction flow, and implement various asset management strategies. As an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management.
Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services.
The consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services.
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 Caliber’s early years of operations.
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.
Revenues are recorded net of sales tax. Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased.
Revenues are recorded net of sales tax. The consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased.
Additional information regarding these key financial measures and our other significant accounting policies can be found in Note 2 – Summary of Significant Accounting Policies in the notes to our accompanying consolidated financial statements included herein. Total Revenue We generate the majority of our revenue in the form of asset management revenues and performance allocations.
Additional information regarding these key financial measures and our other significant accounting policies can be found in Note 2 – Summary of Significant Accounting Policies in the notes to our accompanying consolidated financial statements included herein. Total Revenue We generate the majority of our revenue in the form of asset management fee revenues and performance allocations.
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.
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.
Fee-Related Earnings is presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to CaliberCos Inc. and is consistent with performance models and analysis used by management.
Fee-Related Earnings are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors with a view of the performance attributable to CaliberCos Inc. and is consistent with performance models and analysis used by management.
Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for Caliber management to further calculate and predict future earnings. ii.
Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for our management to further calculate and predict future earnings. ii.
Asset Management Platform or Platform Platform refers to the performance of the Caliber asset management platform segment, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds. These activities include asset management, transaction services, and performance allocations.
Asset Management Platform or Platform Platform refers to the performance of our asset management platform segment, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds. These activities include asset management, transaction services, and performance allocations.
Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations.
These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations.
Historically, inflation has tended to favor new capital formation for Caliber’s 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.
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.
Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as the Company’s 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.
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.
Trends Affecting Our Business Our business is driven by trends which affect the following: 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 Caliber as a potential provider, will affect our ability to attract and raise new capital.
Trends Affecting Our Business Our business is driven by trends which affect the following: 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.
Accounting Policies and Estimates of Consolidated Funds We believe the following critical accounting policies affect the consolidated funds’ more significant estimates and judgements used in the preparation of our consolidated financial statements. Consolidated Fund Revenues In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize.
Accounting Policies and Estimates of Consolidated Funds We believe the following critical accounting policies affect the consolidated funds’ more significant estimates and judgments used in the preparation of our consolidated financial statements. Consolidated Fund Revenues In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize.
For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.
For performance obligations that are satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of our progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.
Capital formation also drives investment acquisitions, which contribute to Caliber’s revenues. 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 Caliber’s ability to access those projects will affect our ability to generate revenue.
Capital formation also drives investment acquisitions, which contributes to our revenues. 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.
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 Caliber manages throughout the deal cycle will continue to offer an attractive value proposition to investors.
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.
We believe that we provide investors attractive risk-adjusted returns by offering a balance of (i) structured offerings and ease of ownership, (ii) a pipeline of investment opportunities, primarily projects that range in value between $5.0 million and $50.0 million, and (iii) an integrated execution and processing platform.
We strive to provide investors attractive risk-adjusted returns by offering a balance of (i) structured offerings and ease of ownership, (ii) a pipeline of investment opportunities, primarily projects that range in value between $5.0 million and $50.0 million, and (iii) an integrated execution and processing platform.
We monitor two types of information with regard to our AUM: i. Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds. It also includes fundraising into our corporate note program, the proceeds of which were used, in part, to invest in or loan to our funds.
We monitor two types of information regarding our AUM: i. Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds. It also includes fundraising into our corporate note program, the proceeds of which were used, in part, to invest in or loan to our funds.
The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the development and is paid for services performed by Caliber Development, LLC as the principal developer of Caliber projects. These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers.
The first, a real estate development contract that provides for up to 4.0% of the total expected costs of the development and is paid for services performed by Caliber Development, LLC as the principal developer of our projects. These services may include 40 Table of Contents obtaining new entitlements or zoning changes and managing and supervising third-party developers.
Management believes that this is an important view of the Company because it communicates performance of the Company that would be most useful for understanding the value of CWD.
Management believes that this is an important view of us because it communicates performance of us that would be most useful for understanding the value of CWD.
As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company.
As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact us adversely in the normal course of business, as the terms lack provisions for rights or claims against our assets, nor is there a scenario where a default could force liquidation of us.
These fees are generally payable at the time the hotel 51 Table of Con tents guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered.
These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered.
The table below summarizes our consolidated statements of cash flow by activity attributable to the Company and to our consolidated funds (in thousands).
The table below summarizes our consolidated statements of cash flow by activity attributable to us and to our consolidated funds (in thousands).
Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards.
Income Taxes We account for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit carry forwards.
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 the Company to provide management services, representing a performance obligation that the Company satisfies over time.
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.
Consistent with reported actions taken in prior fiscal periods, management plans to continue to i) reduce operating costs, ii) collect all or part of its $7.7 million in receivables, iii) collect all or part of its $16.1 million in investments from its managed funds, iv) increase capital raise through continued expansion of fundraising channels, v) sell or accept investment into its corporate headquarters, vi) place debt on unencumbered assets, and/or vii) generate planned cash from operations.
Consistent with reported actions taken in prior reporting periods, management plans to continue to i) reduce operating costs, ii) collect all or part of its $10.7 million in receivables, iii) collect all or part of its $11.6 million in investments from its managed funds, iv) increase capital raise through continued expansion of fundraising channels, v) sell or accept investment into its corporate headquarters, vi) place debt on unencumbered assets, and/or vii) generate planned cash from operations.
In recent years, Caliber has added to its technology stack with systems that we believe lead the market in their specific ability to enhance execution on our projects. Several of these technologies seek to incorporate investments in artificial intelligence, which we believe will be a prevailing trend in helping Caliber to enhance its project execution going forward.
In recent years, we have added to our technology stack with systems that we believe lead the market in their specific ability to enhance execution on our projects. Several of these technologies seek to incorporate investments in artificial intelligence, which we believe will be a prevailing trend in helping us to enhance our project execution going forward.
Furthermore, we are required to add to this balance sheet, assets and 39 Table of Con tents 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.
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.
After consideration of the implemented and planned actions, management concluded these plans are not within the Company’s control and therefore cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
After consideration of the implemented and planned actions, management concluded these plans are not within our control and therefore cannot be deemed probable. As a result, we have concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
Because the Company incurred operating losses and negative cash flow from operations and could experience additional future operating losses and negative cash flow in the near term, combined with the fact that the Company does not have sufficient cash on hand to satisfy the total of the notes that mature within the next 12 months, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.
Because we incurred recurring operating losses and negative cash flow from operations, and could experience additional future operating losses and negative cash flow in the near term, combined with the fact that we do not have sufficient cash on hand to satisfy the total of the notes that mature within the next 12 months, these conditions and events raise substantial doubt about our ability to continue as a going concern.
The table below (in thousands) compares the revenues earned for providing services under the Company’s asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the year ended December 31, 2024, to the revenues earned for the same period in 2023.
The table below (in thousands) compares the revenues earned for providing services under the Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the year ended December 31, 2025, to the revenues earned for the same period in 2024.
Included within our consolidated results are the related revenues of certain consolidated VIEs. Total Expenses Total expenses include operating costs, general and administrative, marketing and advertising and depreciation and amortization. Included within our consolidated results are the related expenses of consolidated VIEs. Other Income (Expenses) Other income (expenses) include interest expense and interest income.
Included within our consolidated results, are the related revenues of certain consolidated VIEs. Total Expenses Total expenses include operating costs, general and administrative, marketing and advertising and depreciation and amortization. Included within our consolidated results, are the related expenses of consolidated VIEs.
Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those 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 December 31, 2024, we had total FV AUM of approximately $794.9 million.
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 December 31, 2025, we had total FV AUM of approximately $779.7 million.
The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company.
Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to us.
In both a buyer’s market and a stressed or distressed market, Caliber expects its business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows Caliber to move with the market and take advantage of potentially attractive prices.
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.
The advancement of real estate investment-oriented technology, sometimes referred to as “proptech”, offers Caliber the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment management strategies.
The advancement of real estate investment-oriented technology, sometimes referred to as “proptech”, offers us the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment 42 Table of Contents management strategies.
We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provides investors a view of the performance attributable to CaliberCos Inc .
We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provide investors with a view of the performance attributable to us .
The following describes revenue recognition for the fees the Company earns from providing services under its asset management Platform: Fund set-up fees are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund.
The following describes revenue recognition for the fees we earn from providing services under our asset management Platform: Fund set-up fees are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund.
Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related 50 Table of Con tents performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities.
Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied.
The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties. During the year ended December 31, 2024, our diversified funds deployed $12.9 million into our various real estate investments, which was offset by $25.2 million of repayments of outstanding notes receivable.
The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties. During the year ended December 31, 2025, our diversified funds deployed $10.2 million into our various real estate investments, which was offset by $0.4 million of repayments of outstanding notes receivable.
Business Environment Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, slowing economic growth and geopolitical uncertainty. The annual inflation rate in the United States increased to 9.1% in June 2022, the 35 Table of Con tents highest rate since November 1981, but decreased to 2.9% in December 2024.
Business Environment Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, global tariffs, slowing economic growth and geopolitical uncertainty. The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but decreased to 2.7% in December 2025.
(3) Credit managed capital represents loans made to Caliber’s investment funds by the Company and our diversified credit fund. As of December 31, 2024 and 2023, the Company had loaned $0.4 million and $8.5 million to our funds. (4) Other managed capital represents undeployed capital held in our diversified funds.
(3) Credit managed capital represents loans made to our investment funds by us and our diversified credit fund. As of December 31, 2025 and 2024, we had loaned $8.5 million and $0.4 million to our funds. (4) Other managed capital represents undeployed capital held in our diversified funds.
In response to these conditions, management considered the impact of these near-term maturities on the Company. 47 Table of Con tents Management evaluated the impact a default of one or many of these notes might have on the Company.
In response to these conditions, management considered the impact of these near-term maturities on us. Management evaluated the impact a default of one or many of these notes might have on us.
Managed capital for our commercial investment funds increased by $15.9 million during the year ended December 31, 2024, representing: (i) $11.0 million in capital raised into our commercial assets offset by $3.2 million of capital returns, and (ii) $10.6 million contributed by our diversified funds offset by $2.5 million return of capital.
Managed capital for our commercial investment funds increased by $9.7 million during the year ended December 31, 2025, representing: (i) $5.2 million in capital raised into our commercial assets offset by $0.2 million of capital returns, and (ii) $5.4 million contributed by our diversified funds offset by $0.7 million return of capital.
A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward.
Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. 58 Table of Contents A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on our ability to utilize the loss carryforward.
Consolidated Fund Expenses Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, our consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by our consolidated funds, gain on extinguishment of debt, gain on derivative instruments, insurance expenses, professional fees and other costs associated with administering and supporting those funds.
Consolidated Fund Expenses Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, the consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by the consolidated funds, gain on extinguishment of debt, gain on derivative instruments, insurance expenses, professional fees and other costs associated with administering and supporting those funds. 59 Table of Contents Fair Value of Financial Instruments The fair value of financial instruments is disclosed in accordance with ASC 825, Financial Instruments .
As of December 31, 2024, other managed capital decreased $3.4 million, due to a decrease in funds not yet deployed and pursuit costs. 42 Table of Con tents FV AUM Our fair value AUM decreased primarily due to asset sales, partially offset by asset purchases.
As of December 31, 2025, other managed capital decreased $1.8 million, due to a decrease in funds not yet deployed and pursuit costs. FV AUM Our fair value AUM decreased primarily due to asset sales, partially offset by asset purchases.
Fee-Related Earnings represents the Company’s net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and gain (loss) on extinguishment of debt, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed.
Fee-Related Earnings represents our net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and change in fair value of digital assets, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed.
Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan.
These fees are recognized at the point in time when the performance under the contract is complete. • Financing fees are earned for services we perform in securing third-party financing on behalf of our private equity real estate funds.
This outstanding debt resulted in $4.0 million of interest expense for each of the years ended December 31, 2024 and 2023. Cash Flows Analysis The section below discusses in more detail the Company’s primary sources and uses of cash and primary drivers of cash flows within the Company’s consolidated statements of cash flows (in thousands).
This outstanding debt resulted in $3.6 million and $4.0 million of interest expense for the years ended December 31, 2025 and 2024, respectively. 55 Table of Contents Cash Flows Analysis The section below discusses in more detail our primary sources and uses of cash and primary drivers of cash flow within our consolidated statements of cash flows (in thousands).
During the construction period, construction management fee revenue is recognized over time as the performance obligations are satisfied. 33 Table of Con tents • Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transactions.
During the construction period, construction management fee revenue is recognized over time as the performance obligations are satisfied. • Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transactions. Estimated Performance Allocations Performance allocations are foundational to our long-term economic model.
Assets sold during the year ended December 31, 2023 include lot sales related to a development asset in Colorado, one development asset in Colorado, nine homes from our residential fund, and one commercial asset in Arizona. (3) Credit FV AUM represents loans made to Caliber’s investment funds by our diversified credit fund.
Assets sold during the year ended December 31, 2024 include a commercial asset, lot sales related to two development assets in Colorado, and one home from our residential fund. (3) Credit FV AUM represents loans made to our investment funds by our diversified credit fund. (4) Other FV AUM represents undeployed capital held in our diversified funds.
The Company’s 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.
Segments 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.
(2) Beginning during the year ended December 31, 2023, the Company includes capital raised from investors in CaliberCos Inc. through corporate note issuances that was further invested in our funds in Managed Capital. As of December 31, 2024 and 2023, the Company had invested $20.4 million and $18.3 million, respectively, in our funds.
(2) Beginning the year ended December 31, 2023, we include capital raised from investors in CaliberCos Inc. through corporate note issuances that were further invested in our funds in Managed Capital. As of December 31, 2025 and 2024, we invested $11.6 million and $20.4 million, respectively, in our funds.
Corporate Debt As of December 31, 2024, we have issued and outstanding unsecured promissory notes of $32.8 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 11.30%, and maturity dates ranging from April 2023 to December 2027.
Corporate Debt As of December 31, 2025, we have issued and outstanding unsecured promissory notes of $29.6 million with an average outstanding principal balance of $0.2 million, a weighted average interest rate of 11.14%, and maturity dates ranging from January 2024 to March 2028.
These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time.
These customer contracts require us to provide management services, representing a performance obligation that we satisfy over time.
Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule.
Management believes that even in the event of default of one or many of these notes, we would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule. 54 Table of Contents To satisfy the maturity of these corporate notes, we intend to execute the following strategies: i.
Managed capital for our residential investment funds increased by $22.5 million during the year ended December 31, 2024: representing (i) $9.6 million in capital raised into our residential assets offset by $8.3 million of capital returns, and (ii) $21.2 million contributed by our diversified funds.
Managed capital for our residential investment funds increased by $7.3 million during the year ended December 31, 2025, representing: (i) $6.7 million in capital raised into our residential assets and (ii) $1.4 million contributed by our diversified funds offset by $0.8 million in redemptions.
Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the Platform and is consistent with performance models and analysis used by management. 44 Table of Con tents Consolidated Adjusted EBITDA Consolidated Adjusted EBITDA represents the Company’s and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.
Consolidated Adjusted EBITDA Consolidated Adjusted EBITDA represents our and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.
Platform Adjusted EBITDA Platform Adjusted EBITDA represents the Company’s Distributable Earnings adjusted for interest expense, the share repurchase costs related to the Company’s Buyback Program, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations), and eliminates noncontrolling interest.
Platform Adjusted EBITDA Platform Adjusted EBITDA represents our Distributable Earnings adjusted for interest expense, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates 51 Table of Contents noncontrolling interest.
Net cash flows used in operating activities of the Company during the year ended December 31, 2024 remained relatively consistent as compared to the same period in 2023.
Investing Activities Net cash flows used in investing activities of the Company increased during the year ended December 31, 2025, as compared to net cash flows provided by investing activities of the Company the same period in 2024.
The increase in net cash flows provided by operating activities of the consolidated funds during the year ended December 31, 2024, as compared to the net cash flows used in operating activities during the same period in 2023, was primarily due to decreased interest payments related to the consolidated funds notes payable.
The decrease in net cash flows provided by operating activities of the consolidated funds during the year ended December 31, 2025, as compared to same period in 2024, was primarily related to the deconsolidation of VIEs.
Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formation – creating a flywheel effect for Caliber. 3) Project execution: any trend which increases or decreases the costs of execution on a real estate project, including materials pricing, labor pricing, access to materials, delays due to governmental action, and the general labor market, will affect Caliber’s ability to generate revenues. 34 Table of Con tents Our business depends in large part on our ability to raise capital for our funds from investors.
Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formation, which acts as a growth engine for the Platform. 3) Project execution: any trend which increases or decreases the costs of execution on a real estate project, including materials pricing, labor pricing, access to materials, delays due to governmental action, and the general labor market, will affect our ability to generate revenues.
The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as the Company was 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.
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. 41 Table of Contents 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.
These fees are recognized at the point in time when the performance under the contract is complete. • 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.
We earn the following fees from providing these services under the Platform: Asset Management Revenues • 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.
There were no real estate sales during the year ended December 31, 2024. 37 Table of Con tents Comparison of the Platform (Unconsolidated) Results of Operations for the Years Ended December 31, 2024 and 2023 The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the years ended December 31, 2024 and 2023 (in thousands).
Comparison of the Platform (Unconsolidated) Results of Operations for the Years Ended December 31, 2025 and 2024 The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the years ended December 31, 2025 and 2024 (in thousands).
The estimates of fair value are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.
The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.
Years Ended December 31, 2024 2023 $ Change Net cash provided by (used in): Operating activities $ 555 $ (18,720) $ 19,275 Investing activities (19,629) (5,364) (14,265) Financing activities 6,331 25,790 (19,459) Net change in cash and cash equivalents $ (12,743) $ 1,706 $ (14,449) 48 Table of Con tents The assets of our consolidated funds, on a gross basis, can be substantially larger than the assets of our core business and, accordingly could have a substantial effect on the accompanying statements of cash flows.
Years Ended December 31, 2025 2024 $ Change Net cash (used in) provided by: Operating activities $ (12,065) $ 555 $ (12,620) Investing activities (23,721) (19,629) (4,092) Financing activities 36,905 6,331 30,574 Net change in cash and cash equivalents $ 1,119 $ (12,743) $ 13,862 The assets of our consolidated funds, on a gross basis, can be substantially larger than the assets of our core business and, accordingly, could have a substantial effect on the accompanying statements of cash flows.
Since our inception, we have continued to successfully raise capital into our funds with our total capital raised through December 31, 2024 of $742.8 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.
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.
To satisfy the maturity of these corporate notes, the Company intends to raise $20 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2024, and refinance existing 12-month term notes into a new 36-month term corporate note program.
Raise $20 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2025. From program inception through March 25, 2026, we have raised $6.4 million of Series AA preferred stock. ii. Refinance existing 12-month term notes into its new 36-month term corporate note program.
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.
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.
A unique feature of Caliber’s funds is the discretion given to Caliber’s management team to decide when to sell assets and when to hold them. We believe this discretion allows Caliber to avoid selling properties that, while their business plan may have matured, the market will not pay an attractive price in the current environment.
We believe this discretion allows us to avoid selling properties that, while their business plan may have matured, the market will not pay an attractive price in the current environment.
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. Management has historically been successful at extending these note programs and, as a result, continues to expect similar outcomes.
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.
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.
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.
(4) Other FV AUM represents undeployed capital held in our diversified funds. 43 Table of Con tents Non-GAAP Measures We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes.
Non-GAAP Measures We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The Company mitigates the associated risk by: • diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties; • diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located; • diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and • maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies.
The Company mitigates the associated risk by: • diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties. 60 Table of Contents • diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located. • diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and • maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies.
To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
To achieve these objectives, from time-to-time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Risk The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Risk The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from volatility in the digital asset market relating to LINK and interest rate risk relating to variable-rate borrowings.
For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. As of December 31, 2024, our debt included variable-rate debt with a fair value and carrying value of $18.0 million.
For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. As of December 31, 2025, our debt included variable-rate debt with a fair value and carrying value of $14.8 million.
To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs.
Interest Rate Risk In addition to our LINK digital asset treasury strategy, to meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs.
Interest Rate Risk As of December 31, 2024, our debt included fixed-rate debt with a fair value and carrying value of $57.9 million and $62.1 million, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow.
As of December 31, 2025, our debt included fixed-rate debt with a fair value and carrying value of $60.2 million and $65.6 million, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow.
The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their 52 Table of Con tents December 31, 2024 levels, with all other variables held constant.
The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2025 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $0.1 million annually.
A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $0.2 million annually. Credit Risk Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia.
Credit Risk Substantially all the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia.
Added
Digital Asset Risk Historically, digital asset markets have experienced significant price volatility, limited liquidity and trading volumes relative to sovereign currency markets, a developing regulatory environment, and risks related to market abuse, manipulation, and compliance or internal control failures at exchanges. These risks are heightened by the electronic and decentralized nature of digital assets.
Added
During periods of market instability, we may be unable to sell our LINK tokens at favorable prices, or at all. In addition, LINK held with custodians or transacted through trading partners are not subject to the protections available for cash or securities held with institutions regulated by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
Added
We may also be unable to obtain term loans or complete other capital-raising transactions using our unencumbered LINK holdings as collateral, particularly during periods of market stress or following significant declines in the price of LINK.
Added
If we are unable to transact in LINK, raise capital using LINK as collateral, or otherwise generate liquidity from our LINK holdings - and especially if we are required to sell LINK at a substantial loss to meet working capital requirements - our business and financial condition could be materially and adversely affected.

Other CWD 10-K year-over-year comparisons