Organization and Liquidity	3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Liquidity	Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, the “Company”, “we”, “our”), is an alternative asset manager of private syndication and direct investment real estate funds complemented with being a provider of a full suite of traditional real estate services, and follows a Digital Asset Treasury (“DAT”) strategy in Chainlink (“LINK”). The Company was formed in November 2014, and originally began as Caliber Companies, LLC, an Arizona limited liability company, which commenced operations in January 2009. The Company provides various support services, under its asset management platform segment (“Platform”) to the investments it manages, including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage. As of March 31, 2026, the Company has operations in Arizona which focus on managing hospitality, multifamily, and multi-tenant industrial real estate investments across the United States. In general, the Company’s Platform is comprised of investments in digital assets through its corporate treasury and in a family of private equity real estate (“PERE”) funds which are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests. In addition, the Company is designated as the manager and/or general partner of the partnership. Depending on the legal structure and arrangements between the Company and the funds, the Company may or may not consolidate the partnerships for financial reporting purposes. For funds in which the Company is determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying condensed consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”). For funds in which the Company is not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying condensed consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for details. Reverse Stock Split: 1-for-20 As previously disclosed, on May 2, 2025, the Company effected a one-for-twenty (1-for-20) reverse stock split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. ATM Equity Distribution Agreement In August 2025, the Company entered into an at-the-market (“ATM”) equity distribution agreement providing for the issuance and sale of up to $10.3 million of its Class A common stock. During the three months ended March 31, 2026, the Company issued 49,307 shares under the ATM program, resulting in net proceeds of $0.1 million. As of March 31, 2026, the Company has issued an aggregate of 1,720,875 shares under the agreement, for net proceeds of $8.4 million. Liquidity and Going Concern The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2026, the Company’s corporate note portfolio consisted of 148 unsecured notes with an aggregate principal balance of $26.2 million, compared to 178 unsecured notes with an aggregate principal balance of $29.6 million at December 31, 2025 and 196 unsecured notes with an aggregate principal balance of $33.2 million at March 31, 2025, a 21.1% decrease year over year. The notes generally have either a 12-month or 36-month term, with the 12-month note holders having the option to extend for an additional 12-month term. As of May 13, 2026, an aggregate of $21.1 million of corporate and convertible notes mature within the 12-month period subsequent to when these condensed consolidated financial statements were issued. The Company has incurred recurring operating losses and negative cash flow from operations, and may experience additional operating losses and negative cash flow in the near term. The Company does not have sufficient cash and other liquid assets on-hand to satisfy these maturities in full. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management considered the impact of the Company’s near-term maturities and the status of related plans intended to address them. Management evaluated the impact a default of one or many of these notes might have on the Company. As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company. Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule. To satisfy the maturity of these corporate notes, the Company intends to continue executing on the following strategies, which the Company has been actively pursuing during 2025 and the first quarter of 2026: i.Reg A+ Series AA Preferred Stock Offering. Raise up to $20.0 million of Series AA Preferred Stock through the Company’s Reg A+ offering, which was qualified on March 12, 2025. From program inception through May 13, 2026, the Company has raised $8.7 million in proceeds from its Series AA Preferred Stock. ii.Note Refinancing into 36-Month Term Program. Refinance existing 12-month term corporate notes into the Company’s 36-month term corporate note program. From program inception through May 13, 2026, the Company has refinanced $6.4 million of 12-month term corporate notes into the 36-month term program. iii.Note Conversion Program. Convert corporate notes into shares of Caliber Class A common stock or Series AAA Convertible Preferred Stock through the Company’s note conversion program (the “Program”), launched in October 2025. Under the Program, holders of outstanding promissory notes may elect to convert all or part of their notes into Class A common stock at a per share conversion price equaling the lower of (i) the average closing price of the Company’s Class A common stock over the five trading days prior to the execution, or (ii) the closing bid price of the Company’s Class A common stock the business day preceding execution, or, alternatively into shares of Series AAA Convertible Preferred Stock. From program inception through May 13, 2026, the Company has successfully converted $3.8 million of corporate notes into 22,726 shares of Class A common stock at conversion prices ranging from $1.06 to $3.72 per share, and an additional $1.5 million of corporate notes into 1,529 shares of Series AAA Convertible Preferred Stock subsequent to March 31, 2026. iv.Equity Issuances Through ELOC and ATM Facilities. Raise additional equity through the Company’s existing equity line of credit (“ELOC”) and at-the-market (“ATM”) facilities, with a portion of the proceeds allocated to general corporate purposes. From program inception through May 13, 2026, the Company generated $38.7 million in net cash from equity issuances across all sources. In addition to the financing actions noted, management continues to execute various plans implemented to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with actions taken in prior reporting periods, these plans include: i) further reducing operating costs, including the workforce reductions implemented in 2025 that are expected to generate annualized cost savings of $3.9 million in compensation and employee benefit expenses in 2026; ii) collecting all or part of the Company’s $11.2 million in accounts receivable; iii) collecting all or part of its $11.6 million in investments from its managed funds, iv) continuing to expand fundraising channels and managed capital; v) selling or accepting outside investment into the Company’s corporate headquarters; vi) placing debt on unencumbered assets; and vii) generating planned cash flow from operations through the execution of the Company’s existing project pipeline. During the three months ended March 31, 2026, the Company executed against these plans and, among other things: (i) collected $4.4 million in notes receivable from related parties; (ii) collected $3.7 million in accounts receivable; (iii) issued $0.7 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) entered into binding agreements to convert $3.5 million of corporate notes into Class A common stock and Series AAA Convertible Preferred Stock. As a result of these and prior period actions, the Company’s aggregate corporate note balance decreased from $29.6 million at December 31, 2025 to $26.2 million at March 31, 2026. After consideration of the implemented and planned actions, management concluded these plans depend on actions of third parties; including noteholders, investors, lenders, and counterparties, and accordingly cannot be deemed probable of being effectively implemented under ASC 205-40 Presentation of Financial Statements—Going Concern. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. Management continues to pursue these plans and advance its existing project pipeline to address the near-term funding gap; however, no assurance can be provided that such plans will be successful or implemented in a timely manner sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern.

CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively, the “Company”, “we”, “our”), is an alternative asset manager of private syndication and direct investment real estate funds complemented with being a provider of a full suite of traditional real estate services, and follows a Digital Asset Treasury (“DAT”) strategy in Chainlink (“LINK”). The Company was formed in November 2014, and originally began as Caliber Companies, LLC, an Arizona limited liability company, which commenced operations in January 2009. The Company provides various support services, under its asset management platform segment (“Platform”) to the investments it manages, including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage. As of March 31, 2026, the Company has operations in Arizona which focus on managing hospitality, multifamily, and multi-tenant industrial real estate investments across the United States.

In general, the Company’s Platform is comprised of investments in digital assets through its corporate treasury and in a family of private equity real estate (“PERE”) funds which are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests. In addition, the Company is designated as the manager and/or general partner of the partnership. Depending on the legal structure and arrangements between the Company and the funds, the Company may or may not consolidate the partnerships for financial reporting purposes. For funds in which the Company is determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying condensed consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”). For funds in which the Company is not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying condensed consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for details.

As previously disclosed, on May 2, 2025, the Company effected a one-for-twenty (1-for-20) reverse stock split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock.

In August 2025, the Company entered into an at-the-market (“ATM”) equity distribution agreement providing for the issuance and sale of up to $10.3 million of its Class A common stock. During the three months ended March 31, 2026, the Company issued 49,307 shares under the ATM program, resulting in net proceeds of $0.1 million. As of March 31, 2026, the Company has issued an aggregate of 1,720,875 shares under the agreement, for net proceeds of $8.4 million.

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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

The Company has incurred recurring operating losses and negative cash flow from operations, and may experience additional operating losses and negative cash flow in the near term. The Company does not have sufficient cash and other liquid assets on-hand to satisfy these maturities in full. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management considered the impact of the Company’s near-term maturities and the status of related plans intended to address them.

Management evaluated the impact a default of one or many of these notes might have on the Company. As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company. Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule.

i.Reg A+ Series AA Preferred Stock Offering. Raise up to $20.0 million of Series AA Preferred Stock through the Company’s Reg A+ offering, which was qualified on March 12, 2025. From program inception through May 13, 2026, the Company has raised $8.7 million in proceeds from its Series AA Preferred Stock.

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

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

iv.Equity Issuances Through ELOC and ATM Facilities. Raise additional equity through the Company’s existing equity line of credit (“ELOC”) and at-the-market (“ATM”) facilities, with a portion of the proceeds allocated to general corporate purposes. From program inception through May 13, 2026, the Company generated $38.7 million in net cash from equity issuances across all sources.

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

During the three months ended March 31, 2026, the Company executed against these plans and, among other things: (i) collected $4.4 million in notes receivable from related parties; (ii) collected $3.7 million in accounts receivable; (iii) issued $0.7 million of Series AA Preferred Stock under its Regulation A+ offering; and (iv) entered into binding agreements to convert $3.5 million of corporate notes into Class A common stock and Series AAA Convertible Preferred Stock. As a result of these and prior period actions, the Company’s aggregate corporate note balance decreased from $29.6 million at December 31, 2025 to $26.2 million at March 31, 2026.

Management continues to pursue these plans and advance its existing project pipeline to address the near-term funding gap; however, no assurance can be provided that such plans will be successful or implemented in a timely manner sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern.