UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 001-41703 CALIBERCOS INC. (Exact name of registrant as specified in its charter) | Delaware | 47-2426901 | | --- | ...

Exhibit 99.1 Caliber Reports Fourth Quarter and Full Year 2025 Results Establishes 2026 Guidance: Revenue Range of $18 Million to $22 Million with Positive Net Operating Income and Adjusted EBITDA Profitability SCOTTSDALE, AZ, March 25, 2026 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today reported results for the fourth quarter and full year ended December 31, 2025. Caliber enters 2026 with a streamlined platform and a clear path toward revenue growth and prof ...

Establishes 2026 Guidance: Revenue Range of $18 Million to $22 Million with Positive Net Operating Income and Adjusted EBITDA ProfitabilitySCOTTSDALE, Ariz., March 25, 2026 (GLOBE NEWSWIRE) -- Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today reported results for the fourth quarter and full year ended December 31, 2025. Caliber enters 2026 with a streamlined platform and a clear path toward revenue growth and profitability, driven by the expected execution of proj ...

Core Viewpoint - Caliber (Nasdaq CWD) is set to release its fourth quarter 2025 financial results on March 25, 2026, and will host a conference call to discuss these results [1]. Group 1: Financial Results Announcement - Caliber will announce its fourth quarter 2025 financial results after the market closes on March 25, 2026 [1]. - A webcast/conference call is scheduled for the same day at 5:00 pm ET for interested parties to discuss the results [1]. Group 2: Accessing the Earnings Call - Investors can join the live earnings call by dialing (800) 715-9871 for domestic calls or (646) 307-1963 for international calls, using conference ID 9236380 [2]. - The call can also be accessed online via Caliber's investor relations page [2]. - A replay of the conference call will be available on Caliber's website shortly after the call concludes [2]. Group 3: Company Overview - Caliber is an alternative asset manager with over $2.9 billion in managed assets and a 16-year history in private equity real estate investing, focusing on hospitality, multi-family, and industrial real estate [4]. - In 2025, Caliber launched a Digital Asset Treasury strategy, becoming the first U.S. public real estate platform to do so, which integrates real and digital asset investing [4]. - Investors can participate in Caliber's offerings through its publicly traded equity (Nasdaq: CWD) and private real estate funds [4].

Core Insights - Caliber has selected StoneX as an institutional platform for trading and custody to support its Digital Asset Treasury (DAT) Strategy, enhancing its capabilities in digital asset management [1][2] - Caliber aims to provide differentiated exposure to Chainlink's Token, LINK, through disciplined accumulation and long-term holding, reinforcing its position in both real asset investing and blockchain infrastructure [2][3] Company Overview - Caliber is a diversified real estate and digital asset management platform with over $2.7 billion in managed assets and a 16-year track record in private equity real estate investing [3] - In 2025, Caliber became the first U.S. public real estate platform to launch a Digital Asset Treasury strategy centered on Chainlink (LINK), allowing investors to participate through publicly traded equity and private real estate funds [3] Strategic Partnership - StoneX will provide Caliber with access to deep liquidity and institutional-grade custody, leveraging its infrastructure trusted by major financial institutions [1][2] - StoneX Digital, launched in June 2022, focuses on providing institutional clients with advanced digital asset trading tools and market access, aligning with the growing demand for regulated digital asset services [4][5]

Core Insights - Caliber has staked 75,000 LINK tokens with a leading Chainlink node operator, marking its first direct involvement in the Chainlink Network's infrastructure [1][2][3] - The staking is part of Caliber's Digital Asset Treasury (DAT) strategy, aimed at providing public equity investors with transparent exposure to digital finance infrastructure [3][4] - Caliber expects to earn a token-denominated yield from its staked LINK while retaining possession and control of the tokens [2][3] Company Strategy - The staking initiative is a significant milestone in Caliber's DAT strategy, which focuses on actively supporting Chainlink's growth rather than passive holding of LINK [3][4] - By partnering with node operators, Caliber aims to participate in the economic value generated from the transformation of traditional finance to on-chain systems [5] - The company has a legacy of identifying misunderstood opportunities and aims to secure the core routing layer for modernizing global finance [5] Market Context - As of the announcement, the cumulative transaction value enabled by Chainlink's services reached $27 trillion, indicating substantial market activity [5] - Caliber's initiative positions it as an early participant in the evolving landscape of digital finance, with expectations of increased institutional support for node operators as the network matures [5][6] - The move reflects a broader trend of integrating traditional finance with blockchain technology, which is seen as a transformative shift in the industry [4][5]

Core Points - Caliber has regained compliance with Nasdaq's minimum stockholders' equity requirement, closing the matter with the Nasdaq Listing Qualifications Department [1][2] - The company reported a stockholders' equity of at least $2,500,000, meeting the Nasdaq Listing Rule 5550(b)(1) [1] - Caliber's CEO, Chris Loeffler, emphasized the improved financial position and commitment to long-term shareholder value [2] Company Overview - Caliber (Nasdaq: CWD) is a diversified real estate and digital asset management platform with over $2.7 billion in managed assets [3] - The company has a 16-year track record in private equity real estate investing, focusing on hospitality, multi-family, and industrial real estate [3] - In 2025, Caliber launched a Digital Asset Treasury strategy, becoming the first U.S. public real estate platform to do so, which integrates real and digital asset investing [3]

Financial Performance - Total revenues for the three months ended September 30, 2025, were $3.6 million, a decrease of 67.8% compared to $11.3 million in the same period of 2024, primarily due to the deconsolidation of certain funds and a decline in asset management revenues[278]. - Asset management revenues decreased by 46.6% to $3.5 million in Q3 2025 from $6.5 million in Q3 2024, driven by reduced development and construction revenues[278]. - Total expenses for the three months ended September 30, 2025, were $5.5 million, down 47.3% from $10.4 million in Q3 2024, mainly due to lower operating costs related to payroll and bonuses[279]. - The net loss for the three months ended September 30, 2025, was $4.7 million, compared to a net income of $1 in the same period of 2024, reflecting a significant decline of 471,400%[278]. - For the nine months ended September 30, 2025, total revenues decreased by 62.4% to $15.97 million from $42.43 million in 2024, primarily due to the deconsolidation of certain funds[291]. - Asset management revenues for the nine months ended September 30, 2025, were $10.43 million, down 19.3% from $12.93 million in 2024[291]. - The net loss attributable to CaliberCos Inc. for the nine months ended September 30, 2025, was $14.08 million, a 67.8% increase from a net loss of $8.39 million in 2024[291]. - Performance allocations for the nine months ended September 30, 2025, decreased by 93.0% to $25, down from $357 in 2024[291]. Asset Management and Development - The company has over $2.7 billion in managed assets, including $0.8 billion in assets under management (AUM) and $1.9 billion in assets under development (AUD) as of September 30, 2025[244]. - The company is actively developing 1,776 multifamily units, 697 single-family units, and 3.7 million square feet of commercial and industrial space, with total estimated costs of $1.9 billion[255]. - The company estimates it could earn up to $90.5 million in performance allocations if all AUD projects are completed successfully[263]. - The company aims to expand its role as a diversified alternative asset manager by investing in both real and digital assets[250]. - The company identified undervalued assets as part of its acquisition strategy, focusing on repositioning these assets to enhance net operating income and overall value[308]. - The total cost for project construction is estimated at $1.9 billion, expected to be funded through various sources including undeployed fund cash and secured debt financing[321]. Revenue Recognition and Fees - Fund management fees decreased by 22.2% to $2.8 million in Q3 2025 from $3.6 million in Q3 2024, attributed to no new funds being set up during the period[284]. - Development and construction fees fell by 86.2% to $0.4 million in Q3 2025 from $3.1 million in Q3 2024, due to fewer pre-construction milestones completed[285]. - Performance allocations typically range from 15.0% to 35.0% of cash distributions from operating cash flow and asset sales, with preferred returns ranging from 6.0% to 12.0%[362]. - Development fee revenue is recognized at a point in time prior to construction and over time during the construction period, generally based on 4.0% of total expected costs[360]. - Fund management fees are generally based on 1.0% to 1.5% of unreturned capital contributions, with specific fees for the Caliber Hospitality Trust set at 0.7% of its enterprise value[358]. Digital Assets and Blockchain - The company plans to stake a portion of its Chainlink (LINK) holdings, potentially earning an annualized yield of 3% to 9%[248]. - The company is evaluating participation in Chainlink validator nodes to maintain network consensus and facilitate data integrity[249]. - The company intends to utilize blockchain technology to tokenize real-world assets, enhancing liquidity and investor accessibility[251]. - The company adopted ASU 2023-08 for accounting and disclosure of crypto assets effective September 9, 2025, following its initial purchase of Chainlink tokens[363]. - Unrealized loss on digital assets for Q3 2025 was $0.7 million, with no comparable activity in Q3 2024[280]. Market Conditions and Economic Factors - The Federal Reserve increased the federal funds rate by 525 basis points from January 1, 2022, to September 18, 2024, impacting market conditions and investment opportunities[271]. - The enactment of the One Big Beautiful Bill Act on July 4, 2025, extends the Qualified Opportunity Zone program indefinitely, potentially influencing real estate investment strategies[272]. Cash Flow and Financing Activities - Cash flows from operating activities for the nine months ended September 30, 2025, showed a net cash outflow of $7,523 million, compared to an outflow of $199 million in the same period of 2024[347]. - The company plans to raise $20 million through preferred stock series AA financing and has successfully refinanced $4.8 million of 12-month term notes into a new 36-month term corporate note program[346]. - Net cash flows provided by financing activities increased during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an increase in net proceeds from the issuance of preferred stock and common stock, along with a decrease of $2.4 million in net repayments on notes payable[350]. Internal Controls and Legal Proceedings - As of September 30, 2025, the company evaluated its disclosure controls and procedures and determined they were effective at a reasonable assurance level[386]. - There were no changes in the internal control over financial reporting during the three months ended September 30, 2025, that materially affected the internal control[387]. - The company is involved in various claims and legal proceedings but does not expect any material effect on its business or financial condition[389].

Financial Performance - Platform revenue for Q3 2025 was $3.5 million, a decline of 53% compared to $7.4 million in Q3 2024[5] - Platform net loss for Q3 2025 was $4.4 million, or $1.70 per diluted share, compared to a net income of $0.2 million, or $0.11 per diluted share in Q3 2024[5] - Adjusted EBITDA loss for Q3 2025 was $0.7 million, compared to an Adjusted EBITDA of $2.4 million in Q3 2024[5] - Caliber's consolidated revenue for Q3 2025 was $3.6 million, down from $11.3 million in Q3 2024, reflecting the deconsolidation of certain funds[13] - Consolidated net loss attributable to Caliber for Q3 2025 was $4.4 million, or $1.65 per diluted share, compared to a net income of $0.1 million, or $0.12 per diluted share in Q3 2024[13] - Total revenue for the three months ended September 30, 2025, was $3,516,000, a decrease of 52.7% from $7,416,000 in the same period of 2024[1] - Asset management revenues decreased to $3,486,000 in Q3 2025 from $6,530,000 in Q3 2024, reflecting a decline of 46.5%[34] - Fee-Related Earnings for Q3 2025 showed a net loss of $4,371,000, compared to a net income of $146,000 in Q3 2024, indicating a significant decline in core revenue generation[46] - Distributable Earnings for Q3 2025 were reported at $(2,540,000), a decrease from $529,000 in Q3 2024, highlighting challenges in earnings available for distribution[41] - Platform Adjusted EBITDA for Q3 2025 was $(665,000), a sharp decline from $2,412,000 in Q3 2024, reflecting reduced performance of the asset management platform[44] - Consolidated Adjusted EBITDA for Q3 2025 was $(464,000), down from $4,248,000 in Q3 2024, indicating overall financial strain[45] Asset Management and Capital - The fair value of Assets Under Management (AUM) as of September 30, 2025, was $797,033,000, slightly up from $794,923,000 as of December 31, 2024[26] - Managed Capital increased to $505,989,000 as of September 30, 2025, compared to $492,542,000 as of December 31, 2024, representing a growth of 2.9%[28] - Managed Capital includes total capital raised from customers, impacting preferred returns and performance fees, which are crucial for predicting future earnings[38] - Fair Value AUM represents the aggregate fair value of managed real estate assets, influencing management fees and service income predictions based on AUM growth expectations[38] Digital Assets and Investments - As of the end of Q3 2025, Caliber held 467,632 LINK tokens, which increased to 562,535 tokens valued at $8.5 million as of the release date[5] - The company completed strategic purchases of LINK tokens, further supporting its Digital Asset Treasury strategy[7] - Caliber's Digital Asset Treasury strategy was formally approved by the Board of Directors, focusing on acquiring LINK tokens and maximizing risk-adjusted returns[7] - The company reported an unrealized loss on digital assets of $677,000 for Q3 2025[34] - The company reported an unrealized loss on digital assets of $677,000 in Q3 2025, impacting overall financial performance[46] Liabilities and Equity - Total liabilities decreased to $76,481,000 as of September 30, 2025, from $94,282,000 as of December 31, 2024, a reduction of 18.9%[35] - Cash and restricted cash increased to $13,138,000 as of September 30, 2025, from $4,348,000 as of December 31, 2024[35] - The total stockholders' equity decreased to $6,087,000 as of September 30, 2025, from $11,253,000 as of December 31, 2024[36] Strategic Initiatives - The company announced a partnership to deploy EV charging infrastructure, aimed at enhancing sustainability across its portfolio[8] - The impact of consolidated funds on fee-related earnings was $173,000 in Q3 2025, compared to $45,000 in Q3 2024, suggesting changes in fund performance dynamics[46] - The company’s platform performance is critical for understanding the value of CWD, as it generates revenues from managing the investment portfolio[39]

Core Insights - Caliber reported a transformational quarter, strengthening its balance sheet and launching a Digital Asset Treasury (DAT) anchored in Chainlink (LINK) tokens, positioning the company towards adjusted EBITDA profitability [1][3][14] Financial Performance - Platform revenue for Q3 2025 was $3.5 million, a decrease from $7.4 million in Q3 2024 [5][8] - Asset management revenue declined by $1.2 million to $3.5 million, attributed to nonrecurring fee income [5] - Development and construction fees decreased by $2.7 million due to seasonal project timing [5] - The platform net loss was $4.4 million, or $1.70 per diluted share, compared to a net income of $0.2 million, or $0.11 per diluted share in the prior year [5][34] - Platform Adjusted EBITDA loss was $0.7 million, down from an Adjusted EBITDA of $2.4 million in Q3 2024 [5][34] Digital Asset Treasury Strategy - Caliber raised over $30 million in equity, enhancing its liquidity and balance sheet [3][5] - The company launched its Digital Asset Treasury anchored in LINK tokens, marking its entry into digital asset management alongside its core Private Equity Real Estate platform [3][5] - As of the end of Q3 2025, Caliber held 467,632 LINK tokens, which increased to 562,535 tokens valued at $8.5 million as of the release date [5][12] Business Developments - A joint venture, PURE Pickleball & Padel™, signed a 10-year exclusive agreement with Wolfgang Puck Catering, expected to drive significant corporate business [6] - The formation of a Caliber Crypto Advisory Board (CCAB) was announced to oversee the DAT strategy [12] - Caliber selected Coinbase Prime as its institutional platform for trading and custody in support of its DAT strategy [12] Consolidated Financial Results - Total consolidated revenue for Q3 2025 was $3.6 million, down from $11.3 million in Q3 2024, reflecting the deconsolidation of several entities [12][34] - Consolidated net loss attributable to Caliber was $4.4 million, or $1.65 per diluted share, compared to a net income of $0.1 million, or $0.12 per diluted share in the prior year [12][34] - Consolidated Adjusted EBITDA loss was $0.5 million, compared to an Adjusted EBITDA of $4.2 million in Q3 2024 [12][34]