CWD 10-K & 10-Q changes, risk factors and insider trading
CaliberCos Inc. · Nasdaq · Real Estate · CIK 1627282 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Summary of Risk Factors”
New heading “Risks Related to Our Business and LINK Strategy”
New heading “Our financial results and the market price of our common stock may be affected by the prices of LINK.”
New heading “Our LINK holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.”
New heading “Our Treasury Reserve Policy is new and has not been tested over time.”
New heading “If we were deemed to be an “investment company” under Investment Company Act of 1940, as amended (the “Investment Company Act”), the applicable restrictions could make it impractical for us to continue our businesses as conducted and could have a material adverse effect on our businesses.”
New heading “We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.”
New heading “We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking LINK.”
New heading “We may face operational, technological, and security risks related to the acquisition and custody of our LINK holdings, including the loss of private keys required to access our LINK holdings and smart contract related losses and vulnerabilities.”
New heading “We may suffer losses due to staking activities”
New heading “The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.”
New heading “The change in use of proceeds from our ELOC facility to include digital asset acquisitions may increase risk and reduce liquidity.”
New heading “Our Treasury Reserve Policy exposes us to risk of non-performance by counterparties.”
New heading “Our digital asset treasury strategy could create complications with third party service providers, such as insurance companies, banking entities and auditors, which could have a materially adverse impact on our business.”
New heading “Technological obsolescence and competition could adversely affect the value of LINK.”
New heading “The emergence or growth of other digital assets or other technologies, including those with significant private or public sector backing, could have a negative impact on the price of LINK and, consequently, adversely affect the market price of our Class A common stock.”
New heading “The due diligence procedures conducted by us and our liquidity providers to mitigate transaction risk may fail to prevent transactions with a sanctioned entity.”
New heading “The launch of central bank digital currencies (“CBDCs”) may adversely impact our business.”
New heading “Intellectual property disputes related to the open-source structure of digital asset networks expose us to risks related to software development, security vulnerabilities and potential disruptions to digital asset technology could threaten our ability to operate.”
Largest changes
“The due diligence procedures conducted by us and our liquidity providers to mitigate transaction risk may fail to prevent transactions with a sanctioned entity.”see in full comparison
“Our LINK holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.”see in full comparison
“The change in use of proceeds from our ELOC facility to include digital asset acquisitions may increase risk and reduce liquidity.”see in full comparison
“•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.”see in full comparison
“We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking LINK.”see in full comparison
“Technological obsolescence and competition could adversely affect the value of LINK.”see in full comparison
Full comparison: every changed paragraph (136)
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 Companyus and our business. If any of the following risks actually occurs, our business, results of operations and financial condition could be materially adversely affected. In this case, the trading price of our Class A common stock would likely decline, and investors might lose part or all their investment in our Class A common stock.
Summary of Risk Factors
The following summarizes the principal risks that could materially affect our business, financial condition, results of operations, and stock price. This summary highlights key risks but does not address all potential risks. Further, this summary should be read together with the text of the risk factors and set forth immediately after the summary, and both the summary and text of the risk factors should be read together with the other information set forth in this report, including our consolidated financial statements and the related notes.
•Our business depends in large part on our ability to raise capital for our funds from investors. If we were unable to raise such capital, we may be unable to grow our asset management revenues. The inability to deploy such capital into investments, may materially reduce our revenues and cash flows and adversely affect our financial condition.
•Changes in prevailing interest rates may reduce our profitability, and we may not be able to adequately anticipate and respond to changes in market interest rates.
•Inflation can have an adverse impact on our business and on our customers.
•Changes in trade policies and tariffs imposed by the United States government and the governments of other nations may have a material adverse effect on our business 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.
•A decline in the pace of growth or size of investment made by our funds may adversely affect our revenues.
•Our revenue, earnings, net income, and cash flows can all vary materially, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common stock to decline.
•We could lose part or all of our investments, which could have a material adverse effect on our financial condition and results of operations.
•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.
•We may not be able to generate sufficient cash to service all of our debt or refinance our obligations and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
•The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A common stock.
•We may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result of investment decisions on behalf of investors in our funds.
•Actions of any joint venture partners that we may have could reduce the returns on joint venture investments.
•Our reliance on third parties to operate and to develop certain of our properties may harm our business.
•Changes in relevant tax laws, regulations, treaties, or an adverse interpretation of these items by tax authorities could adversely impact our effective tax rate and tax liability.
•Conflicts of interest exist between us and related parties.
•Risk management activities may adversely affect the return on our funds’ investments.
•Our real estate funds are subject to the risks inherent in the ownership, development, and operation of real estate.
•Investments by our investment funds may rank junior to investments made by others.
•Rapid growth of our businesses may be difficult to sustain and may place significant demands on our administrative, operational, and financial resources.
•We depend on our founders, senior professionals, and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.
•We may expand into new investment strategies, geographic markets and businesses, each of which may result in additional risks and uncertainties in our businesses.
•We may not be successful in competing with companies in the asset management industry and alternative investment industries, some of which may have substantially greater resources than we do.
•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.
•Security risks and attacks are common, increasing globally, and may result in 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.
•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.
•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.
•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.
•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.
•If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as conducted and could have a material adverse effect on our businesses.
•Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business. Changes in tax law and other legislative or regulatory changes could adversely affect us.
•The dual class structure of our common stock has the effect of concentrating voting control with our executive officers, which will limit your ability to influence the outcome of important transactions.
•We may not be able to maintain a listing of our Class A common stock on Nasdaq.
•Our share price has in the past and may in the future fluctuate substantially.
•Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.
•Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
•If we fail to implement and maintain an effective system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations, or prevent fraud.
•We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
•We are a “controlled company” within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
•If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
•We have never paid dividends on our common stock, and we do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our Class A common stock will likely depend on whether the price of our common stock increases.
•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.
•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.
•Our financial results and the market price of our common stock may be affected by the price of LINK.
•Our LINK holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
•Our Treasury Reserve Policy is new and has not been tested over time.
•If we were deemed to be an “investment company” under the Investment Company Act, the applicable restrictions could make it impractical for us to continue our businesses as conducted and could have a material adverse effect on our businesses.
•We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
•We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking LINK.
•We may face operational, technological, and security risks related to the acquisition and custody of our LINK holdings, including the loss of private keys required to access our LINK holdings and smart contract related losses and vulnerabilities.
•We may suffer losses due to our staking activities.
•The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.
•The change in use of proceeds from our ELOC facility to include digital asset acquisitions may increase risk and reduce liquidity.
•Our Treasury Reserve Policy exposes us to risk of non-performance by counterparties.
•Our digital asset treasury strategy could create complications with third party service providers, such as insurance companies, banking entities and auditors, which could have a materially adverse impact on our business.
•Technological obsolescence and competition could adversely affect the value of LINK.
Management's Discussion & Analysis (MD&A)
New heading “Digital Asset Platform”
New heading “Private Equity Real Estate Platform”
New heading “Sensitivity of Estimated Performance Allocations”
New heading “Assets Under Development”
Largest changes
“The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.”see in full comparison
“We have several development, redevelopment, construction, and entitlement projects that are underway or are in the planning stages, which we define as AUD. This category includes projects to be built on undeveloped land and projects to be built and constructed on undeveloped lands, which are not yet owned by our funds. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both. If we complete all AUD at December 31, 2025, up through sale, we estimate we could earn up to $104.2 million in performance allocations. …”see in full comparison
“Additionally, we are evaluating potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility. Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. …”see in full comparison
“During the year ended December 31, 2025, as part of the execution of our aforementioned plans, we raised $33.8 million in new equity in support of our LINK strategy, investing $12.6 million in LINK and maintaining $2.5 million in unrestricted cash on hand. We collected $2.1 million in notes receivable, $12.5 million in accounts receivable, and $2.0 million in redemptions of investments from its managed funds. …”see in full comparison
Full comparison: every changed paragraph (134)
Over the past 1516 years, Caliberwe hashave grown into a leading diversified alternative asset management firm, with more than $2.9$2.6 billion in assetsManaged underAssets, managementcomprised (“of $0.8 billion of AUM”) and assets$1.9 underbillion developmentof (“AUD”).AUD. Caliber’sOur primary goal is to enhancedrive shareholder value by enhancing the wealth of the accredited investorsinvestor clients seeking to make investments in middle-market assets. We strive to build wealth for our clients by creating, managing,real and servicingdigital middle-market investment funds, private syndications, and direct investments. Through our funds, we invest primarily in real estate, private equity, and debt facilities. We market and fundraise to direct channels and to wholesale channels.assets.
Management evaluates our business based on (i) recurring fee-related earnings, (ii) growth in embedded performance allocations within our managed funds, and (iii) the strategic accumulation and yield generation from digital asset holdings. Because performance allocations are recognized under U.S. GAAP only when they are no longer probable of significant reversal (generally upon realization events), U.S. GAAP results may not reflect the economic progress of carried interest value creation within our managed portfolio at a given reporting date.
Digital Asset Platform
In August 2025, our Board of Directors approved our Treasury Reserve Policy designed to support our balance sheet strategy, liquidity profile, and long-term growth initiatives. Under this policy, we allocate a portion of our corporate treasury to digital assets that we believe demonstrate institutional utility and adoption potential, beginning with LINK.
LINK is the decentralized oracle network intended to enable smart contracts and traditional systems to securely interact with real-world data. We selected LINK as our initial digital asset holding based on management’s assessment of its core role in blockchain infrastructure supporting the growth of tokenization, decentralized finance, and real-world asset integration. Management believes that LINK’s enterprise adoption, technology maturity, and network resilience make LINK an attractive long-term holding relative to other digital assets at similar stages of adoption.
Since adoption of the policy, we have raised capital through equity issuances and deployed a portion of those proceeds to accumulate LINK as a long-term treasury asset. These holdings are reflected on our consolidated balance sheets at fair value as of December 31, 2025. Changes in the fair value of our LINK are reflected in our consolidated statements of operations for the year ended December 31, 2025. We expect continued volatility in the fair value of our digital asset holdings, which may materially affect reported results in future periods.
We have announced our intention to stake a portion of our LINK holdings once operational readiness and governance requirements are completed. Staking generally involves committing tokens to participate in network security and may generate a yield in the form of additional LINK tokens. Staking is a critical part of the LINK ecosystem and provides an opportunity for us to generate passive yield on its holdings while contributing to the stability and reliability of the broader network. Management estimates it may earn a yield of 3% to 9% annualized, based upon internal estimates of the potential to stake our LINK treasury. Any staking yield is subject to protocol rules, market conditions, operational factors and regulatory considerations. Actual results may differ materially from expectations.
In parallel, we are evaluating the potential to operate or participate in LINK validator-related activities, which could include third party arrangements or internal capabilities. Validator-related activities play a central role in maintaining network consensus and facilitating data integrity. Revenues generated from staking or related activities, if any, would be evaluated by management in the context of our liquidity, balance sheet strategy and capital allocation within our digital asset treasury and asset management platform business.
We may consider additional products or investment offerings over time that provide exposure to digital assets or blockchain infrastructure, subject to market conditions, regulatory considerations, and investor demand. These future offerings could expand our AUM and generate recurring management and performance fees, consistent with our existing real estate fund model.
Additionally, we are evaluating potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility. Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. Tokenized offerings could also serve as a new fundraising channel for us, allowing us to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.
The Board of Directors and management team view the LINK strategy and broader blockchain initiatives as a natural evolution of our mission: to enhance the wealth of our accredited investor clients by making alternative investments more accessible, transparent, and profitable for investors. Through the integration of digital assets, blockchain infrastructure and tokenization technology, we seek to position ourself at the forefront of the convergence between traditional finance and decentralized finance.
Private Equity Real Estate Platform
We operate a Private Equity Real Estate (“PERE”) platform that creates, manages, and services middle-market investment funds, private syndications, and direct investments focused on real estate investment strategies. To built our funds, we market directly to high net worth and ultra high net worth investors with our in-house fundraising team to registered investment advisors and broker-dealers with our in-house wholesaling team.
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 build on underdeveloped land and projects to be built and constructed on undeveloped lands, some of which are on land owned by our funds or are under contract to purchase. Completing these development activities may ultimately result in income-producing assets, assets we may sell to third parties, or both.
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, and 3.5 million square feet of office and retail. If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $1.9 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing.
We believestrive that weto 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. 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.
AnAs an alternative asset manager, we offer a full suite of support services and employ a vertically integrated approach to investment management. 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. We earn the following fees from providing these services under our asset management platform (the “Platform”):
•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. 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 customer contracts require the Companyus to provide management services, representing a performance obligation that thewe Company satisfiessatisfy over time. With respect to theCHT, Caliberwe Hospitality Trust (as defined in Note 3 – VIEs), the Company earnsearn a fund management fee of 0.7% of the Caliber Hospitality Trust’sCHT’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.CHT.
•Organizational & Offering 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. These fees are recognized at the point in time when the performance under the contract is complete.
•Financing fees are earned for services thewe Company performsperform 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. In addition, thewe Company earnsearn fees for guaranteeing certain loans, representing a performance obligation that thewe Company satisfiessatisfy over time.
•Real estate development revenues are generally based on two fee-based contracts, not to exceed 6%.6.0%. 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 Caliberour projects. These services may include obtaining new entitlements or zoning changes and managing and supervising third-party developers. 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. 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, construction management fee revenue is recognized over time as the performance obligations are satisfied.
Estimated Performance Allocations
Performance allocations are foundational to our long-term economic model.
As of December 31, 2025, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $104.0 million. This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.
The estimate is derived from:
•Asset-level discounted cash flow analyses
•Underwriting models used for capital allocation decisions
•Valuation methodologies consistent with fair value measurement frameworks
•Independent third-party valuation work
•Review procedures performed by our external auditors when applicable Assets that are impaired, or where current projections do not support achieving returns above the preferred return threshold, are assigned zero carried interest value and are excluded from the $104.0 million estimate unless and until business plan revisions support a reasonable expectation of future performance allocation realization. Consistent with U.S. GAAP, the $104.0 million of estimated unrealized performance allocations is not reflected in our consolidated financial statements.
Management believes disclosure of unrealized performance allocations provides important insight into embedded economic value and long-term earnings potential.
Sensitivity of Estimated Performance Allocations
The performance allocation estimate is sensitive to changes in projected exit values of underlying assets. A 5% increase or decrease in projected exit values across the managed portfolio would result in an approximate $5.2 million increase or decrease in estimated performance allocations. Actual realized performance allocations may differ materially from current estimates based on changes in market conditions, operating performance, financing availability, or timing of realization events.
Segments
•Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula. We typically receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0% to 12.0%, typically 6.0% for common equity or 10.0% to 12.0% for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold.
Historically, the Company’s operations were organized into three reportable segments: fund management, development, and brokerage. During the year ended December 31, 2023, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, John C. Loeffler, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors. With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management Platform, and no longer reviews operating results for development or brokerage activity separately. As such, management concluded that the Company operates through one operating segment.
Our chief operating decision maker (“CODM”) is our Chief Executive Officer, John C. Loeffler. 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. Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as the Company’sour CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds. The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as thewe Company waswere 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.
CaliberWe waswere originally founded as Caliber Companies, LLC, an Arizona limited liability company, organized under the laws of Arizona, and commenced operations in January 2009. In November 2014, the Company waswe reorganized as a Nevada corporation and in June 2018, we reincorporated in the state of Delaware. On our website we make available, free of charge, information about the Companyus and its’our investments. None of the information on our website is deemed to be part of this report.
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 Caliberus as a potential provider, will affect our ability to attract and raise new capital. Capital formation also drives investment acquisitions, which contributecontributes to Caliber’sour 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’sour ability to access those projects will affect our ability to generate revenue. Coincidentally, investment acquisitions, or the rights to acquire an investment, drive capital formationformation, –which creatingacts as a flywheelgrowth effectengine for Caliber.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 Caliber’sour ability to generate revenues.
Our business depends in large part on our ability to raise capital for our funds from investors. Since our inception, we have continued to successfully raise capital into our funds with our total capital raised through December 31, 20242025 of $742.8$769.3 million. Our success at raising new capital into our funds is impacted by the extent to which new investors see alternative assets as a viable option for capital appreciation and/or income generation. Since our ability to raise new capital into our funds is dependent upon the availability and willingness of investors to direct their investment dollars into our products, our financial performance is sensitive in part to changes in overall economic conditions that affect investment behaviors. The demand from investors is dependent upon the type of asset, the type of return it will generate (current cash flow, long-term capital gains, or both) and the actual return earned by our fund investors relative to other comparable or substitute products. General economic factors and conditions, including the general interest rate environment and unemployment rates, may affect an investor’s ability and desire to invest in real estate. For example, a significant interest rate increase could cause a projected rate of return to be insufficient after considering other risk exposures. Additionally, if weakness in the economy emerges and actual or expected default rates increase, investors in our funds may delay or reduce their investments; however, we believe our approach to investing and the capabilities that Caliberwe managesmanage throughout the deal cycle will continue to offer an attractive value proposition to investors.
In June 2023, the United States of America’s House of Representatives unanimously approved legislation that would increase the number of investors who can participate in private offerings of securities by expanding the accredited investor criteria. The Fair Investment Opportunities for Professional Experts Act would expand the definition of accredited investor to include people with certain licenses, education or professional experience. The Accredited Investor Definition Review Act would give the SEC discretion to determine the certifications, designations or credentials investors must possess to be accredited and directs the SEC to review the accredited investor definition every five years. We believe these government actions will increase the size of our potential investor base significantly, however we cannot yet assess the number of newly accredited investors that would have the ability or interest to invest in a Caliber fund.
The advancement of real estate investment-oriented technology, sometimes referred to as “proptech”, offers Caliberus the benefit of new and innovative technologies to better execute on capital formation strategies, investment acquisition strategies, and investment management strategies. In recent years, Caliberwe hashave added to itsour 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 Caliberus to enhance itsour project execution going forward.
Regional conflicts and instability, such as those in IsraelIsrael, Ukraine, and Ukraine,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.
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 2.9%2.7% in December 2024.2025. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 50169 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points inthrough December 2024,31, 2025, resulting in a target rate range of 4.25%3.50% to 4.50%3.75% at December 31, 2024.2025. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for Caliber’sour funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments. In addition, the increase in interest rates has put pressure on owners of existing real estate to sell assets as their loans mature. Combined with a shrinking pool of buyers, the commercial and residential real estate markets in our favored geographies are moving away from a seller’s market and closer to a buyer’s market. It remains to be seen if a stressed or distressed market may emerge, similar to Caliber’sour early years of operations. In both a buyer’s market and a stressed or distressed market, Caliberwe expectsexpect itsour business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows Caliberus to move with the market and take advantage of potentially attractive prices. For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, resulting in significant and lasting changes to the Qualified Opportunity Zone (“QOZ”) program. Most notably, the OBBBA eliminates the program’s original sunset date of December 31, 2026, and extends the QOZ program indefinitely. This legislative change could potentially impact our real estate investment strategy, particularly for our funds with existing or future exposure to QOZ-designed assets.
We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets. However, the full scope and operational impact of these changes remain subject to further guidance. Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes. We will continue to monitor developments and adjust its strategies as appropriate to align with the evolving QOZ landscape.
We generate the majority of our revenue in the form of asset management fee revenues and performance allocations. Included within our consolidated resultsresults, are the related revenues of certain consolidated VIEs.
Total expenses include operating costs, general and administrative, marketing and advertising and depreciation and amortization. Included within our consolidated resultsresults, are the related expenses of consolidated VIEs.
Other (Expense) Income (Expenses)
Other (expense) income (expenses) include interest expenseexpense, interest income, and interestchange income.in fair value of digital assets.
Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds. Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds. In particular, we deconsolidated DoubleTree by Hilton Tucson Convention Center during the Companyyear ended December 31, 2024, and we deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust,CHT and their consolidated subsidiaries, Elliot, DT Mesa, and Caliber Fixed Income FundCFIF III, during the year ended December 31, 2024.2025. The following table and discussion provide insight into our consolidated results of operations for the years ended December 31, 20242025 and 20232024 (in thousands):
For the years ended December 31, 20242025 and 2023,2024, total revenues were $51.1$20.1 million and $90.9$51.1 million, respectively, representing a period-over-period decrease of 43.8%.60.7%. This decrease was primarily due to a decrease in consolidated fund revenues as a result of the deconsolidation of CHT and Caliber Hospitality, LP and Caliberits Hospitalityconsolidated Trustsubsidiaries, inElliot, MarchDT 2024.Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the year ended December 31, 2025. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, Platform segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.
For the years ended December 31, 20242025 and 2023,2024, total expenses were $64.4$27.7 million and $119.5$64.4 million, respectively, representing a period-over-period decrease of 46.1%.57.1%. The decrease was primarily due to a decrease in consolidated fund expenses whichas wasa primarilyresult due toof the deconsolidation of CHT and Caliber Hospitality, LP and Caliberits Hospitalityconsolidated Trustsubsidiaries, inElliot, MarchDT 2024.Mesa, and CFIF III, which were deconsolidated during the year ended December 31, 2024 and TCC, which was deconsolidated during the year ended December 31, 2025.
For the year ended December 31, 2025, change in fair value of digital assets was $(5.8) million. During the year ended December 31, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2024.
For the year ended December 31, 2023, consolidated funds – gain on sale of real estate investments includes the $5.0 million gain recognized on the sale of Northsight Crossing, a commercial property with a cost basis of $21.7 million. There were no real estate sales during the year ended December 31, 2024.
For the years ended December 31, 20242025 and 2023,2024, total revenues were $20.9$15.2 million and $20.6$20.9 million, respectively, representing a period-over-period increasedecrease of 1.5%.27.5%. 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, 2024,2025, to the revenues earned for the same period in 2023.2024.
The increase in fund management fees is primarily due to an increase in capital raise fees and increase of managed capital and fees earned from the Caliber Hospitality Trust related to the acquisition of one hotel property. Fund management fees were based on 1.0% and 1.5% of the unreturned capital contributions in each fund and a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value.
What changed in the latest 10-Q
Risk Factors
You should carefully consider the risk factors previously disclosed in the Risk Factors section in our annual report on Form 10-K filed with the SEC on March 26, 2026. In addition to the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Nasdaq Market Value of Listed Securities Requirement”
New heading “Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended June 30, 2026 and 2025”
New heading “Comparison of the Consolidated Results of Operations for the Six Months Ended June 30, 2026 and 2025”
New heading “Comparison of the Platform (Unconsolidated) Results of Operations for the Six Months Ended June 30, 2026 and 2025”
Removed heading “Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended March 31, 2026 and 2025”
Largest changes
“On July 22, 2026, the SEC approved a new Nasdaq continued listing standard (File No. SR-NASDAQ-2026-004, as amended) under Listing Rules 5450(a)(3) and 5550(a)(6) requiring a Market Value of Listed Securities ("MVLS") of at least $5.0 million (closing bid price times shares outstanding). The MVLS Rule has no automatic cure period. …”see in full comparison
“On July 29, 2026, our market capitalization was $4.5 million ($0.51 times 8,840,224 Class A shares), below the $5.0 million threshold. Because the rule is stayed, we have not received a deficiency notice and are not subject to any compliance period or delisting proceeding. If the stay is lifted, we would be at near-term risk of falling below the threshold and, absent a sustained increase in market value, could face a Staff Delisting Determination within 30 business days.”see in full comparison
“Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended March 31, 2026 and 2025”see in full comparison
“Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended June 30, 2026 and 2025”see in full comparison
“Comparison of the Platform (Unconsolidated) Results of Operations for the Six Months Ended June 30, 2026 and 2025”see in full comparison
“We continue to monitor our MVLS, together with our other Nasdaq listing requirements and our potential capital raising and other measures to increase the market value of our listed securities. There is no assurance we will maintain compliance or avoid suspension or delisting.”see in full comparison
Full comparison: every changed paragraph (89)
Since adoption of the policy, we have raised capital through equity issuances and deployed a portion of those proceeds to accumulate LINK tokens as a long-term treasury asset. These holdings are reflected on our accompanying condensed consolidated balance sheets at fair value as of MarchJune 31,30, 2026 and December 31, 2025. Changes in the fair value of our LINK tokens are reflected within our accompanying condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. We expect continued volatility in the fair value of our digital asset holdings, which may materially affect reported results in future periods.
Additionally, we are evaluatingcontinuing our evaluation of potential applications of blockchain technology within our real estate investment platform, which could include processes intended to improve operational efficiency, investor servicing and investor accessibility. Specifically, we intend to tokenize real-world assets, including real estate projects and fund interests, to enable fractional ownership, enhance liquidity, and streamline investor reporting and fund administration. Tokenized offerings could also serve as a new fundraising channel for us, allowing us to reach a broader base of global investors through compliant, blockchain-enabled investment vehicles.
During the quarter, we advanced our strategy to integrate blockchain-enabled infrastructure into our real estate investment platform. On July 2, 2026, we announced the next phase of our real estate fund tokenization initiative, which contemplates utilizing Chainlink's compliance and distribution infrastructure to support the administration and distribution of tokenized real estate investment products. The initiative is intended to facilitate investor verification, compliance, reporting, and distribution workflows while supporting our broader objective of modernizing how private real estate investments are financed, administered, and accessed. We are currently evaluating tokenization for a selected group of real estate offerings. Tokenization technology is generally designed to broaden investor access, support verification, transaction transparency, and reporting workflows and streamline administrative and compliance processes through a shared digital ledger.
The Board of Directors and management team view the LINK strategy and broader blockchain initiatives as a natural evolution of our mission: to enhance the wealth of our accredited investor clients by making alternative investments more accessible, transparent, and profitable for investors. Through the integration of digital assets, blockchain infrastructure, and tokenization technology, we seek to position ourselfourselves at the forefront of the convergence between traditional finance and decentralized finance.
We operate a Private Equity Real Estate (“PERE”) platform that creates, manages, and services middle-market investment funds, private syndications, and direct investments focused on real estate investment strategies. To build our funds, we market directly to high net worth and ultra highultra-high net worth investors with our in-house fundraising team and to registered investment advisors and broker-dealers with our in-house wholesaling team.
As of MarchJune 31,30, 2026, we are actively developing 1,776 multifamily units, 497 single family units, 3.7 million square feet of commercial and industrial, and 3.6 million square feet of office and retail. If all of these projects are brought to completion, the total cost capitalized to these projects, which represents total current estimated costs to complete the development and construction of such projects by us or a third party, is $1.8 billion, which we expect would be funded through a combination of undeployed fund cash, third-party equity, project sales, tax credit financing and similar incentives, and secured debt financing.
As of MarchJune 31,30, 2026, based on internal asset-level business plans and projected exit assumptions, we estimate aggregate unrealized performance allocations of approximately $98.9$95.7 million. This estimate represents our contractual share of projected profits after satisfaction of preferred returns and return of capital.
Our business depends in large part on our ability to raise capital for our funds from investors. Since our inception, we have continued to successfully raise capital into our funds with our total capital raised through MarchJune 31,30, 2026 of $779.8$786.2 million. Our success at raising new capital into our funds is impacted by the extent to which new investors see alternative assets as a viable option for capital appreciation and/or income generation. Since our ability to raise new capital into our funds is dependent upon the availability and willingness of investors to direct their investment dollars into our products, our financial performance is sensitive in part to changes in overall economic conditions that affect investment behaviors. The demand from investors is dependent upon the type of asset, the type of return it will generate (current cash flow, long-term capital gains, or both) and the actual return earned by our fund investors relative to other comparable or substitute products. General economic factors and conditions, including the general interest rate environment and unemployment rates, may affect an investor’s ability and desire to invest in real estate. For example, a significant interest rate increase could cause a projected rate of return to be insufficient after considering other risk exposures. Additionally, if weakness in the economy emerges and actual or expected default rates increase, investors in our funds may delay or reduce their investments; however, we believe our approach to investing and the capabilities that we manage throughout the deal cycle will continue to offer an attractive value proposition to investors.
Global markets are experiencing significant volatility driven by concerns over inflation, elevated interest rates, global tariffs, slowing economic growth and geopolitical uncertainty. The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but decreased to 3.3%3.5% in MarchJune 2026. As a result, from January 1, 2022 through September 18, 2024, the Federal Reserve increased the federal funds rate by 525 basis points. Subsequently, the Federal Reserve decreased the federal funds rate by 169170 basis points through MarchJune 2026, resulting in a target rate range of 3.50% to 3.75% at MarchJune 31,30, 2026. The rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments. Historically, inflation has tended to favor new capital formation for our funds, as investors seek opportunities that can hedge against rising costs, such as real estate investments. In addition, the increase in interest rates has put pressure on owners of existing real estate to sell assets as their loans mature. Combined with a shrinking pool of buyers, the commercial and residential real estate markets in our favored geographies are moving away from a seller’s market and closer to a buyer’s market. It remains to be seen if a stressed or distressed market may emerge, similar to our early years of operations. In both a buyer’s market and a stressed or distressed market, we expect our business model to outperform, as our direct access to investor capital and our ability to invest in a variety of asset classes allows us to move with the market and take advantage of potentially attractive prices. For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.
We are actively evaluating the potential long-term implications of the OBBBA, including increased investor demand for QOZ-aligned strategies and shifts in capital deployment across target markets. However, the full scope and operational impact of these changes remain subject to further guidance. Accordingly, there can be no assurance that the legislative changes will lead to improved fund performance or investor outcomes. We will continue to monitor developments and adjust itsour strategies as appropriate to align with the evolving QOZ landscape.
Nasdaq Market Value of Listed Securities Requirement
On July 22, 2026, the SEC approved a new Nasdaq continued listing standard (File No. SR-NASDAQ-2026-004, as amended) under Listing Rules 5450(a)(3) and 5550(a)(6) requiring a Market Value of Listed Securities ("MVLS") of at least $5.0 million (closing bid price times shares outstanding). The MVLS Rule has no automatic cure period. A company whose MVLS remains below $5.0 million for 30 consecutive business days triggers an immediate Staff Delisting Determination and delisting proceedings, subject to a hearing before a Nasdaq Hearings Panel, which may grant up to 180 days only to meet Nasdaq's higher initial listing standards, not merely to cure the deficiency.
On July 29, 2026, the SEC stayed the rule's effectiveness under Rule of Practice 431(e), as a result the MVLS Rule is not currently in effect.
On July 29, 2026, our market capitalization was $4.5 million ($0.51 times 8,840,224 Class A shares), below the $5.0 million threshold. Because the rule is stayed, we have not received a deficiency notice and are not subject to any compliance period or delisting proceeding. If the stay is lifted, we would be at near-term risk of falling below the threshold and, absent a sustained increase in market value, could face a Staff Delisting Determination within 30 business days.
We continue to monitor our MVLS, together with our other Nasdaq listing requirements and our potential capital raising and other measures to increase the market value of our listed securities. There is no assurance we will maintain compliance or avoid suspension or delisting.
Comparison of the Consolidated Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025
Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds. Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds. In particular, Commons Fundco, LLC (“Commons”) was consolidated during the three months ended March 31, 2026, Riverwalk(1) was consolidated during the three months ended December 31, 2025 and DoubleTree by Hilton Tucson Convention Center (“TCC”) was deconsolidated during the three months ended MarchJune 31,30, 2025. The following table and discussion provide insight into our consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):
For the three months ended MarchJune 31,30, 2026 and 2025, total revenues were $4.3$4.2 million and $7.3$5.1 million, respectively, representing a period-over-period decrease of 40.9%,17.3%, which was primarily due to a decrease in asset management revenues and a decrease in consolidated fund - hospitality revenues resulting from the deconsolidation of TCC, which was deconsolidated during the three months ended June 30, 2025.2025, partially offset by an increase in consolidated fund - other revenue resulting from the consolidation of Riverwalk, which was consolidated during the three months ended December 31, 2025, and the consolidation of Commons, which was consolidated during the three months ended March 31, 2026. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.
For the three months ended March 31, 2026 and 2025, total expenses were $7.0 million and $9.9 million, respectively, representing a period-over-period decrease of 28.7%. The decrease was primarily due to the decrease in consolidated fund (1) The following entities were consolidated as part of the 2025 Riverwalk consolidation: Riverwalk 1 HoldCo, LLC; Riverwalk 2 HoldCo, LLC; Riverwalk 3 HoldCo, LLC; Riverwalk 4 HoldCo, LLC; Riverwalk 5 HoldCo, LLC; Riverwalk 6 HoldCo, LLC; and Riverwalk 7 HoldCo, LLC.
For the three months ended June 30, 2026 and 2025, total expenses were $8.3 million and $6.9 million, respectively, representing a period-over-period increase of 20.9%. The increase was primarily due to an increase in operating costs related to bad debt expense and an increase in consolidated fund - other expenses resulting from the consolidation of Riverwalk, which was consolidated during the three months ended December 31, 2025, and the consolidation of Commons, which was consolidated during the three months ended March 31, 2026, partially offset by a decrease in consolidated fund - hospitality expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025.
expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025, offset by an increase in other expenses from the addition of Commons.
For the three months ended MarchJune 31,30, 2026, unrealizedother lossloss, onnet digitaldecreased assets$2.1 wasmillion, $1.9primarily million.due Duringto investment impairment charges recognized during the three months ended MarchJune 31,30, 2026,2025, we had investments in digital assets resulting in an unrealized loss. There waswith no comparable activityimpairments recorded during the samethree periodmonths inended 2025.June 30, 2026.
Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended March 31, 2026 and 2025
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the three months ended March 31, 2026 and 2025 (in thousands).
For the three months ended March 31, 2026 and 2025, total revenues were $4.1 million and $3.5 million, respectively, representing a period-over-period increase of 15.7%. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three months ended March 31, 2026, to the revenues earned for the same period in 2025.
Fund management fees remained relatively constant during the three months ended March 31, 2026, as compared to the same period in 2025. Fund management fees are based on 1.0% to 1.5% of the unreturned capital contributions in each fund and a fund management fee of 0.7% of CHT’s enterprise value.
The increase in financing fees is primarily due to fees earned from unconsolidated entities related to one loan modification and one line of credit during the three months ended March 31, 2026, with no comparable activity during the same period in 2025.
For the three months ended March 31, 2026 and 2025, total expenses were $5.4 million and $6.1 million, respectively, representing a period-over-period decrease of 10.8%. The decrease was primarily due to a decrease in payroll expense due to a decrease in employee headcount.
For the three months ended MarchJune 31,30, 2026, the change in fair value of digital assets resultedwas $0.3 million. During the three months ended June 30, 2026, we had investments in lossesdigital assets resulting in a net loss related to the fair value of $1.9digital million, consisting of $1.7 million of unrealized losses and $0.2 million of realized losses.assets. There was no comparable activity during the correspondingsame period in 2025.
Comparison of the Platform (Unconsolidated) Results of Operations for the Three Months Ended June 30, 2026 and 2025
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the three months ended June 30, 2026 and 2025 (in thousands).
For the three months ended June 30, 2026 and 2025, total revenues were $3.7 million and $4.1 million, respectively, representing a period-over-period decrease of 11.3%. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three months ended June 30, 2026, to the revenues earned for the same period in 2025.
Development and construction fees decreased $0.7 million during the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to a decrease in pre-construction development milestones completed during the three months ended June 30, 2026 as compared to the same period in 2025.
For the three months ended June 30, 2026 and 2025, total expenses were $5.9 million and $5.3 million, respectively, representing a period-over-period increase of 10.7%. The increase was primarily due to an increase in bad debt expense.
For the three months ended June 30, 2026, other income, net was $0.2 million, compared to other loss, net of $2.0 million during the same period in 2025. The change was primarily related to investment impairment charges recognized during the three months ended June 30, 2025, with no comparable impairments recorded during the three months ended June 30, 2026.
For the three months ended June 30, 2026, the change in fair value of digital assets resulted in losses of $0.3 million, consisting of $0.4 million of unrealized losses offset by minimal realized gains. There was no comparable activity during the corresponding period in 2025.
Comparison of the Consolidated Results of Operations for the Six Months Ended June 30, 2026 and 2025
Our consolidated results of operations are impacted by the timing of consolidation, deconsolidation, and operating performance of our consolidated and previously consolidated funds. Periods presented may not be comparable due to the consolidation or deconsolidation of certain funds. In particular, Commons Fundco, LLC (“Commons”) was consolidated during the three months ended March 31, 2026, Riverwalk(2) was consolidated during the three months ended December 31, 2025 and DoubleTree by Hilton Tucson Convention Center (“TCC”) was deconsolidated during the three months ended June 30, 2025. The following table and discussion provide insight into our consolidated results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
For the six months ended June 30, 2026 and 2025, total revenues were $8.5 million and $12.3 million, respectively, representing a period-over-period decrease of 31.2%, which was primarily due to a decrease in consolidated fund revenues resulting from the deconsolidation of TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated fund - other revenue resulting from the consolidation of Riverwalk during the three months ended December 31, 2025 and the consolidation of Commons during the three months ended March 31, 2026. See the Segment Analysis section below in which revenues are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP, because these fees are eliminated in consolidation when they are derived from a consolidated fund.
(2) The following entities were consolidated as part of the 2025 Riverwalk consolidation: Riverwalk 1 HoldCo, LLC; Riverwalk 2 HoldCo, LLC; Riverwalk 3 HoldCo, LLC; Riverwalk 4 HoldCo, LLC; Riverwalk 5 HoldCo, LLC; Riverwalk 6 HoldCo, LLC; and Riverwalk 7 HoldCo, LLC.
For the six months ended June 30, 2026 and 2025, total expenses were $15.4 million and $16.8 million, respectively, representing a period-over-period decrease of 8.3%. The decrease was primarily due to the decrease in consolidated fund expenses resulting from the deconsolidation TCC, which was deconsolidated during the three months ended June 30, 2025, partially offset by an increase in consolidated funds - other expenses resulting from the consolidation of Riverwalk during the three months ended December 31, 2025 and the consolidation of Commons during the three months ended March, 31, 2026.
For the six months ended June 30, 2026 and 2025, other loss, net was $0.2 million and $2.5 million, respectively, representing a period-over-period decrease of 93.3%. The decrease was primarily due to investment impairment charges recognized during the six months ended June 30, 2025, with no comparable impairments recorded during the six months ended June 30, 2026.
For the six months ended June 30, 2026, unrealized loss on digital assets was $2.2 million. During the six months ended June 30, 2025, we had investments in digital assets resulting in an unrealized loss. There was no comparable activity during the same period in 2025.
Comparison of the Platform (Unconsolidated) Results of Operations for the Six Months Ended June 30, 2026 and 2025
The following table and discussion provide insight into our unconsolidated results of operations of the Platform for the six months ended June 30, 2026 and 2025 (in thousands).
For the six months ended June 30, 2026 and 2025, total revenues remained relatively constant, $7.8 million and $7.7 million, respectively. The table below (in thousands) compares the revenues earned for providing services under our asset management Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the six months ended June 30, 2026, to the revenues earned for the same period in 2025.
Development and construction fees decreased $0.8 million during the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily due to a decrease in pre-construction development milestones completed during the six months ended June 30, 2026 as compared to the same period in 2025.
For the six months ended June 30, 2026 and 2025, total expenses remained relatively constant, and were $11.3 million and $11.4 million, respectively.
For the six months ended June 30, 2026, other income, net was $0.2 million, compared to other loss, net of $2.0 million for the same period during 2025. The change was primarily due to investment impairment charges recognized during the six months ended June 30, 2025, with no comparable impairments recorded during the six months ended June 30, 2026.
For the six months ended June 30, 2026, the change in fair value of digital assets resulted in losses of $2.2 million, consisting of $2.1 million of unrealized losses and $0.1 million of realized losses. There was no comparable activity during the corresponding period in 2025.
The following table and discussion provide insight into our unconsolidated balance sheets of the asset management Platform as of MarchJune 31,30, 2026 and December 31, 2025. Unconsolidated assets, liabilities and stockholders’ equity are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations). Total assets, total liabilities, and total stockholders’ equity are different than those presented on a consolidated basis in accordance with U.S. GAAP, because certain accounts (including notes receivable, due from/to related parties, and investments in unconsolidated entities) are eliminated in consolidation when they are due from/to consolidated funds. Furthermore, we are required to add to this balance sheet, assets and liabilities and equity of the consolidated funds which are items that are not available to a shareholder of CWD. See the Non-GAAP Measures section below for reconciliations of the unconsolidated results to the most comparable U.S. GAAP measure.
ii.Fair Value (“FV”) AUM – we define this as the aggregate fair value of the real estate assets we manage and from which we derive management fees, performance revenues and other fees and expense reimbursements. We estimate the value of these assets quarterly to help make sale and hold decisions and to evaluate whether an existing asset would benefit from refinancing or recapitalization. This also gives us insight into the value of our carried interest at any point in time. We also utilize FV AUM to predict the percentage of our portfolio which may need development services in a given year, fund management services (such as refinance), and brokerage services. As we control the decision to hire for these services, our service income is generally predictable based upon our current portfolio AUM and our expectations for AUM growth in the year forecasted. As of MarchJune 31,30, 2026, we had total FV AUM of approximately $736.4$737.2 million.
The table below summarizes the activity of the managed capital for the threesix months ended MarchJune 31,30, 2026 (in thousands):
The table below summarizes the activity of the managed capital for the threesix months ended MarchJune 31,30, 2025 (in thousands):
The following table summarizes managed capital for our investment fund portfolios as of MarchJune 31,30, 2026 and December 31, 2025 (in thousands):
(2)We include capital raised from our investors through corporate note issuances that was further invested in our funds in Managed Capital. At eachJune of March 31,30, 2026, and December 31, 2025, we had invested $11.4 million and $11.6 millionmillion, respectively, in our funds.
(3) Credit managed capital represents loans made to our investment funds by us and our diversified funds. At eachJune of March 31,30, 2026 and December 31, 2025, we had loaned $9.8$11.3 million and $8.5 millionmillion, respectively, to our funds.
Managed capital activity for our hospitality investment funds and CHT was effectively flat for the threesix months ended MarchJune 31,30, 2026.
Managed capital for our residential investment funds increased by $2.9$4.5 million during the threesix months ended MarchJune 31,30, 2026, due to: (i) $0.4$1.4 million in capital raised into our residential assets, and (ii) $2.5$3.1 million contributed by our diversified funds.
Managed capital for our commercial investment funds increased by $2.1$4.5 million during the threesix months ended MarchJune 31,30, 2026, due to: (i) $0.4$1.9 million in capital raised into our commercial assets, and (ii) $1.7$2.6 million contributed by our diversified funds. The scope of investments included tenant improvements, land development, and acquiring existing operating commercial properties.
CWD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CWD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 21,254 | $24.4K | — | Sold out |