CaliberCos Inc.

Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the Caliber Fourth Quarter 2025 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw a question, again, press the star one. I would now like to turn the conference over to Ilya Grasovsky, Vice President, Investor Relations and Corporate Development. You may begin.

Ilya Grasovsky Thank you. Good afternoon, everyone. Welcome to Caliber's fourth quarter and year-end 2025 Financial Results Conference call. With me today are Chris Laughlin, Chief Executive Officer and Co-Founder, and Jay Leong, Chief Financial Officer of Caliber. Please note that we have a quarterly earnings presentation, which will serve as a supplement to today's prepared remarks. You can access the presentation in the investor relations section of our website at www.caliberco.com. After management's commentary, we will open the call for questions. As a reminder, the information discussed today may include forward-looking statements that involve risks and uncertainties. Words like believe, expect, and anticipates refer to our best estimates as of this call, and there can be no assurances that these will actually take place. So our actual future results could differ significantly from these statements. Further information on the company's risk factors is contained in the company's quarterly and annual reports and filed with the Securities and Exchange Commission. It is now my pleasure to turn the call over to Chris. Please go ahead.

Thank you, Ilya. Good afternoon, everyone. I've structured my commentary today starting with an update on our strategic expansion into digital assets and blockchain, and then moving to some comments on Caliber's financial position, then on to our private equity and real estate platform and the related project activity, and finally ending with our outlook for 2026. In the third quarter, Caliber expanded our business into digital assets, starting with the launch of our Digital Asset Treasury, or DAT, based on Chainlink's LINK token. The DAT offered an attractive starting point to enter this broader line of business, and I'm happy to share that Caliber sees follow-on opportunity to apply Chainlink's technology and participate in the rapidly maturing industry of private asset tokenization, specifically real estate fund tokenization. Taken together, I will refer to this in the future as digital asset technologies. During the fourth quarter, we made progress on this expansion by advancing projects to tokenize two specific real estate funds, our investment in the largest pickleball facility in North America, Pure Pickleball in Padel, and our investments in the development of 15 Hyatt Studios hotels. We believe that tokenization of real estate is a very natural step in the evolution of real estate investing. with the potential to improve liquidity, enhance transparency and investor reporting, and expand the speed and efficiency of capital formation for projects. For example, Caliber operates Opportunity Zone funds. These investments require a minimum of 10 to 13 years of illiquidity. If tokenized, investors in the funds may gain greater visibility to their asset values and the performance of those assets, and may gain the ability to either borrow again their fund investment for enhanced personal liquidity or sell their fund investment to a new party for exit liquidity. This is an exciting evolution in a private real estate investment industry. While digital asset technologies remain an emerging area, we are encouraged by the early progress we have made in the space and believe it can become an important extension of our platform over the long term. Turning to financial visibility. As we discussed in our earnings release in 2025, it was impacted by delays in capital markets activities, which affected the timing of project financings and the recognition of related fees. In simple terms, Caliber has built a pipeline of projects that include contractual rights to revenue, which are realized when key capital markets activities, primarily construction financing and fundraising milestones, are completed. While we expected several closings in the fourth quarter, many shifted into 2026. Importantly, these delays did not reduce the underlying value of our revenue pipeline. Instead, they shifted the timing of revenue realization. As we move into 2026, our focus on executing these financings and converting our existing pipeline into realized revenue. We've updated our platform performance supplement through December 31st, 2025, which provides investors with a clear view of our operating business. This supplement excludes consolidated assets and focuses on the portion of our platform that directly drives shareholder value. At year end, our estimated performance allocations totaled $104 million, up from $90.5 million in the prior quarter, reflecting continued progress across the portfolio. I would like to point out that some alternative asset managers, which may have a business model similar to Calipers, may utilize investment company accounting or fair value-based rules, while Caliber follows operating company or historical cost-based accounting rules. Our team has begun analyzing the difference in these methodologies as a way to enhance investor visibility to Caliber's business and included some of that analysis in our 10-K filing. The results show that if Caliber had been utilizing investment company accounting rules in 2025, we estimate we would have recorded an unrealized gain in the range of $10 to $15 million. The full supplement is available on our website, and we encourage all shareholders to review it. Turning to fundraising, managed capital reached $517 million at year end, up from $506 million in the third quarter and $492.5 million a year ago. Our wholesale distribution channel expanded in 2025, and we believe it positions us well for continued growth in 2026. We added a total of 19 new selling group relationships in 2025, many of which have made their first investments. We hope to expand these key relationships in 2026. Calibre's wholesale focus for 2026 is to reach 50 high-quality producing relationships, which we believe allows the company to more than meet its objectives. We have heard from advisors that we are engaging with that Calibre's focus on quality, not quantity, is a refreshing change as compared to similar issuers. We remain focused on investing in hospitality, multifamily, and multi-tenant industrial real estate, which we believe offers Caliber's investor clients the best opportunities in the current market environment. Now we'll turn to updates on assets we manage and the performance of our managed real estate funds. These updates are important because our revenue is directly tied to the progress of these projects, specifically as they reach financing and development milestones. In the interest of your time each quarter, I touch on what I believe are the most important changes that occur during and after the quarter's end, but will not attempt to comprehensively discuss every movement and every fund. Starting with Hyatt Studios, our Hyatt Studios developments continued to progress as planned, with multiple projects advancing through pre-development, These assets are designed to transition into long-term ownership within Caliber Hospitality Trust, which we expect will exercise an option agreement to acquire the assets once built and stabilized, offering Hyatt Studios investors a defined exit and CHT investors a proprietary pipeline of new income-producing hotels. Our first four projects are well underway, and we will share significant milestones as they are completed. Our Pure Pickleball and Paddle Project at Riverwalk in Scottsdale, Arizona, will deliver a world-class pickleball and paddle facility featuring 50 courts, a full-service clubhouse, and a fitness center sponsored by Honor Health. Following the approval of Pure's building permits in late February 2026, Pure continues to advance towards shovel-ready status. The focus now is on finalizing construction financing and rounding out the overall capital structure, which is actively in progress. As part of the process of obtaining financing, the project recently completed a third-party market study, which reaffirmed the business case to proceed to construction. Turning to Canyon, our large-scale mixed-use project in North Phoenix, in the TSMC and Apple Fab Development Corridor. During the fourth quarter, we made meaningful progress on design and site readiness, including the completion of interior demolition and advancement of construction plans, The HUD financing process continues, and we are working towards closing construction financing and breaking ground later in 2026. At Encore, we continue to advance construction site development and planning and commercial activity, including the ongoing discussions with national retailers for sales or leasing. Project progress remains tied to financing and infrastructure milestones. In terms of Caliber's primary hotel investment vehicle, the Caliber Hospitality Trust, we continue to work on refinancing several of the hotels in the CHT portfolio and using the capital for improvements to the properties to grow their NOI. Also in February 2026, we announced the sale of the Holiday Inn Ocotillo in the Phoenix Chandler Submarket for $13 million. as part of our repositioning strategy with the goal to utilize the resulting capital to assist CHT's growth plans. We acquired the Holiday in Ocotillo prior to COVID, navigated through one of the most disruptive periods in the history of the hospitality industry, and exited the investment at a time we are seeing better uses of capital. We're continuing to advance a strong pipeline of acquisition opportunities for CHT, including both cash transactions and tax-deferred portfolio acquisitions. and we look forward to announcing these acquisitions once closing timelines are firmly established. Overall, 2025 was a year of repositioning for Caliber. While capital markets delays impacted the timing of revenue, our underlying platform continued to advance across our projects, our fundraising capabilities, and our expansion into digital assets. As we enter into 2026, our focus is on execution of the business plan we have made shareholders aware of. We expect growth to be driven by three primary factors. The first, the closing of project-level financings across our existing portfolio. The second, continued capital formation through fundraising. And the third, opportunities for new lines of revenue and cost savings with the linked at the tokenization of our real estate assets and Caliber's overarching digital asset strategy. Taking together, these activities are expected to convert our existing pipeline into realized revenue and to deliver, through Caliber, a unique dual-sided platform for investors to gain exposure to both the ongoing recovery in commercial real estate and the exploding growth of digital asset technologies. I'm pleased to share with today's earnings release that Caliber has issued its first forward-looking guidance as a public company, offering an expected range of revenues in 2026. of 18 to 22 million, and the guidance that management believes that we are positioned to achieve adjusted EBITDA profitability and positive net operating income in 2026.

With that, I'll turn it over to Jade to review our financial results. Thank you, Chris. Good afternoon, everyone. I'll start with an update on our corporate notes and liquidity position.

As of the end of the fourth quarter, we had 178 individual unsecured notes with an aggregate principal balance of approximately $29.6 million, of which $24.5 million is scheduled to mature within the next 12 months. Each note generally has a 12-month term with an option to extend. In addition to our broader plans and efforts to address the near-term liquidity of the business, we have added an additional initiative. Subsequent to the end of the fourth quarter, Calibre's board of directors approved a noteholder conversion program authorizing the ability of holders of Calibre's unsecured corporate notes to convert their notes into Series AAA convertible perpetual preferred stock. Management believes the perpetual preferred stock structure is favorable to all shareholders as converted notes would be reclassified from debt to equity. This program supplements our previously announced Caliber Common Stock Conversion Program. Participation is voluntary in the Series AAA Preferred Stock Program, and the preferred stock is convertible to common stock in three tranches. One-third of the preferred stock is convertible at $2.50 per share of common stock. One-third is convertible at $3.50 per share of common stock. And one-third is convertible at $4.50 per share of common stock. Participation in the common stock conversion program is also voluntary, with terms structured in accordance with NASDAQ rules for at-the-market transactions. We believe these dual programs can reduce leverage, improve stockholders' equity, and increase financial flexibility as we execute our plan towards profitability in 2026. Over the past 12 months, we have made meaningful progress addressing our near-term liquidity and we expect to continue making progress through a combination of capital initiatives and operational execution. Turning to our results for the fourth quarter of 2025, platform revenue for the fourth quarter was $4 million compared to $4.6 million in the prior year quarter. Asset management fees increased 6% year over year, while construction and development revenues declined primarily due to the timing of project financings. Several financings that were expected to close in the fourth quarter ultimately closed in the first quarter of 2026. As Chris mentioned, this reflects a shift in timing rather than a reduction in underlying activity, and we expect these financings to contribute to revenue in 2026. Total platform expenses for the fourth quarter were 5.1 million, a decrease of 52% compared to the prior year, primarily driven by reductions in payroll and related expenses. Average employee headcount decreased 42.2% from Q4 2024 to Q4 2025 as part of our continued comprehensive cost-saving initiatives to return caliber to profitability. This moved our total employees from 83 to 48 as of year-end. Platform-adjusted EBITDA for the quarter was a loss of approximately $400,000 in compared to a loss of over a million dollars in the prior year quarter, reflecting improved cost discipline. Managed capital totaled 517 million at year end, an increase of 5% compared to the prior year. For 2026, we expect total revenue in the range of 18 million to 22 million. As outlined in our earnings release, we expect approximately 60% of revenue growth to be driven by project level financings across our existing portfolio, with the remaining 40% driven by capital formation and asset management activities. Based on our current visibility into the pipeline and financing activity, we believe we are positioned to achieve adjusted EBITDA profitability and positive net operating income in 2026. I'll now turn it back to the operator for your questions.

Thank you. We will now begin the question and answer session. If you would dial in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press the star 1 again. If you are called upon to ask your question and are listening via speakerphone on your device, please pick up your handset to ensure that your phone is not on mute when asking your question. Our first question comes from Mark Palmer from Benchmarks Tonics.

Please go ahead. Your line is now open. Please go ahead. I think we are having technical difficulties with Mark's line.

We are going to pause for a moment to compile the Q&A. Our next question comes from Michael Diana from Maxim Group. Please, go ahead.

MICHAEL DIANA. OK, thank you. So on your digital strategy, Do you have any timing window you can give us on the digitization of the two projects?

Sure. Yeah, happy to share. Thanks for the question. We've initiated, picked our partners that we're working with, and we're actively in the process of working with those partners as well as the team at Chainlink to start the process. As I understand it, it's actually a relatively painless process, but I will reserve the right to hedge my timing because it's our first time going through it. We think that both projects will be tokenized in the coming months. Whether we then list those tokens on an exchange is a different conversation. but tokenizing the offerings and utilizing that tokenized structure to improve our investor experience as well as a fundraising tool is expected to occur in the coming months.

Okay. And does the pickleball funding, is that eligible for Opportunity Zones?

Yeah, that's located in an opportunity zone, which is part of the attraction to the project and also part of the attraction to tokenizing the equity for liquidity purposes.

Right. And it seems that, I mean, I'm familiar with a number of other companies that have digital debt strategies. It seems as though yours is very different, that you're really interested in the chain link digitization expertise as much as the treasury.

Yeah, our strategy was sort of a multi-part strategy. We love the token and we think it's an undervalued opportunity. We're looking at all kinds of ways to take advantage of that. And we also like the feature of LINK where we can stake it and generate a nice rate of return. But having said that, we're investing in what is a utility token for a new system that is critical infrastructure to the process of tokenizing assets. One of the largest and most, I think, sort of well-regarded trends in finance today is the tokenization of public equities, stocks, bonds, et cetera. And we think that there's a significant amount of opportunity in the tokenization of private equities, primarily in our case, private real estate funds. So Chainlink's a critical component to that infrastructure and the process of that tokenization, delivering data into the smart contract. And so starting with a position in their token was really a starting point for us, unlike, like you mentioned, other digital asset treasuries that are really just purely accumulating the token.

Right. And you mentioned you started staking. What sort of return are you getting on the staking?

Sure. So the public pool will pay around 4.5% or I think it's about 4.3% at this point in time. The node operators directly can earn approximately 13% on their stake linked. Calibre is seeking to stake our link directly with node operators to earn a portion of that 13%. And it's really driven by what we can negotiate on a profit sharing arrangement between us and them. So we believe that it's reasonable to expect that we'll be able to achieve a yield in the 6% to 10% range, depending on a whole variety of factors and how we compile the different partners that we're staking our link with. But a significantly better rate of return than what you can get in the public pool, if you can get your link staked into that pool.

Right. And if you can get returns like 10%, does it make sense for you to become an operator?

Ourselves? Yeah.

You know, I think it's an interesting opportunity with the Chainlink. One of the things that's attractive about Chainlink's Oracle network is it is a decentralized network. So there's node operators all over the world. that are often processing the same data and financial feeds at the same time to ensure that any one node operator that has a failure doesn't cause a failure in the actual information. And so there's quite a few companies around the world that do this and support the Chainlink ecosystem and make Chainlink function. So we see that as an opportunity for us to start with staking with those node operators and then find opportunities to continue to integrate our business with them.

Okay, great. So moving away from digital. So I think Jade mentioned that some of your finances that you hope to achieve in the fourth quarter were pushed in the first quarter due. Can you share with us what amounts those were or any sort of color there?

I'll let Jade address that directly, but it's a process. It's going to be a combination of things. One is going to be financings we've actually closed at this point in time, and two is going to be financings that we expect to close. So I'll kick it over to him.

Thanks, Chris. Yeah, our pipeline actually extends out almost nine months and is constantly evolving. The pipeline itself is about 200 million of financings that are available to be closed in some portion throughout the following year. We had... We had about 20 million or so that was oscillating between the end of Q4 and the beginning of Q1. That will start to materialize here towards the end of the quarter.

Okay. And the environment for the funding, do you think that's improved about the same, gotten worse?

I think the marketplace itself is certainly improving. There's definitely still different levels of appetite depending on the type of asset that you're talking about, but the speed of execution and the appetite to deploy capital is certainly materially different than what it was even three to four months ago.

Okay, that's encouraging. You mentioned that you're narrowing your focus mainly on hospitality and multifamily. Does that have any implications for what you might dispose of, or are you sort of doing that anyway?

Sure, yeah. The company has previously disclosed that we intend to limit our land development component of our business to about 20% of the portfolio. Right now, it's still around 35 plus percent. So we're trying to kind of shrink that. And we're not doing that by disposing of projects. We're actually just naturally letting it, you know, there's some natural attrition as we complete the projects and start to sell them off without committing to new ones. The main focus of being on multifamily and hospitality is just helping us to accommodate the fact that we have a smaller staff, that we can focus that staff on two very specific asset classes. And in that case, those two specific asset classes happen to be the two best looking opportunities that we can find. Really, and I think there's an actual, you know, if you look at some of our projects, there's an interesting combination between hospitality and multifamily. As an example, the hospitality assets that we're developing are right now extended stay hotels. which is basically a hotel room with a kitchen inside. And that allows you to stay for three to five days or a longer period of time and still feel comfortable to be able to cook breakfast in your hotel room, as an example. So we think there's a lot of opportunity there. There's a big kind of a double black swan event that happened in hotels that has created that opportunity for us between COVID and interest rates. And on the multifamily side, there's a sizable amount of multifamily assets that are quality performing assets with capital stacks that are distressed, and that's where we're focused.

Okay, great. And, Jay, you talked about your conversion program to perpetual preferred. Do you have any takers yet, or are people sort of wait and see?

Um, we do have, uh, a lot of interest, um, since, uh, launching the program. Um, and, uh, we're gonna, uh, we're gonna see how the, uh, how the registration for that, uh, unfolds here in the next six days or so.

Okay. And also in the release you mentioned, uh, new fundraising initiatives. Can you talk about that at all?

Yeah. Caliber has been, um, very focused on the opportunity set that comes from serving financial advisors directly. Caliber has a history of raising a lot of its capital from high net worth and ultra high net worth investors directly, which we still do. But the financial advisory community has become more and more in a position to embrace alternative investments, especially real estate investments. And there's a lot of interest around the digital asset side. So We spent most of last year building a lot of infrastructure, which we had started in 2024, so that Caliber can distribute its funds through financial advisors in more of a B2B model, where we sign selling agreements. The advisors groups are then able to sell the funds to their clients, and we're working with the advisor who may manage funds. money for hundreds of clients versus the individual investors directly. So that seems to be the growing, the big, the largest and fastest growing sector for us for, for fundraising and what we think will drive a nice return to our historic fundraising average in the past.

All right. And then you mentioned your 2026 growth, about 40% coming from capital formation and asset management activities. Could you just explain what you mean by that?

Sure. Yeah. Capital formation, I think, is a kinder way to say fundraising. But that would be essentially equity fundraising. And just to give you a little look underneath the hood of our business, when we raise capital We don't make money necessarily raising the capital, but we do make some income off of funding the initial investments and some setup fees for the funds. But importantly, once we've done that and it becomes clear that the investment is going to be able to proceed forward, it gives us the right to start recognizing some contractual revenue for us around things like acquisition fees, development fees that we're going to earn from developing the asset and delivering zoning entitlements, etc., On the construction financing side, we need to close construction financing in order to recognize the revenues associated with construction management fees and ultimately in order for us to get the projects built so that we can realize carried interest and other forms of profit sharing. So there's sort of a two-part revenue recognition opportunity for Caliber. One is raise the equity, which drives a certain portion of our revenue. And then the other is to close the construction financing, which drives the other piece.

Okay, great. All right. That's all the questions I have. Thank you very much.

Thank you.

Our next question comes from Mark Palmer from Benchmark Stonex. Please go ahead.

Yes, thank you. You know, it's... And impressive showing from a transparency standpoint this quarter, you know, both in terms of providing guidance financial guidance, and at the same time, I think giving investors more insight with regard to carried interest, which is an almost hidden aspect of the company's value. Can you talk a little bit about transparency writ large and what you are doing, what you are intending to do with regard to shining more light on the actual value of the company?

You know, I think, great question.

Thank you, Mark. I'll answer and then I'll let Jade add his take because I think he'll have his own point of view. But generally speaking, Caliber was born with the concept of transparency at the heart of the business, partly because we were, you know, kids in our 20-year-olds when we founded this company 17 years ago. And we didn't know, you know, if anyone would trust us with their capitalization. we're doing and and it works pretty well and that's how they keep the business grew and we learned over the course of our growth that that transparency needs to evolve because you have to constantly create business systems behind it to be able to produce it and not only give information but make sure that information is consistently able to be produced repeatable the estimates are backed by quality workmanship and that we're not putting out a carried interest estimate as an example that doesn't have the type of quality estimating that we expect in our business. So having said all that, we have learned since we became public that our business is not nearly as easy to understand as we thought it was. And to your point, there's a hundred plus million dollar potential asset in our estimated carried interest that doesn't sit on our balance sheet. And I don't think investors understand it. And each quarter, as we engage with the market, we're starting to realize that we can add more and more visibility to that so that they can start to calculate, well, what does that mean for Caliber's book value, as an example? What does it mean for our future revenues? And what's it comprised of? So we're continuing to try to put the systems in place to deliver transparency around that. This last, with the K filing, adding in an estimate for people to understand if we were operating under the accounting principles around investment company accounting, we might be showing an entirely different revenue number than the revenue we show under operating company accounting is one example of that. But I will turn it over to Jade because I know that he has his own point of view.

Yeah, one of the big distinctions I think that's important, even though a lot of times Caliber is compared, as we sort of self-proclaim, we're also an asset manager. But the big distinction there is that a lot of the asset managers that follow this version of accounting are doing so because they have acknowledged that they take a very passive role in the stewardship of the assets that they manage. And that gives them the permission and the ability to use this sort of fair value basis to measure the value of the investments that they manage. And then they pick up that earnings in the period that they pick it up in. That's really the largest difference is that we're not a passive manager of the assets. We are very much integrated in you know, how the success of the asset is being repositioned. And because of that, you know, we get to try to ensure that in a much more hands-on way that the asset's outcomes are successful. But, you know, the sort of the flip side to that coin is that we have to take this somewhat more conservative approach to how we recognize the performance on our financials. So I do think that That the ability to be transparent, you know, is not just not only a requirement, but it is a necessity for people looking at our performances.

Thank you. And another question, those who might be looking at Caliber for the first time, it may strike them as odd or certainly different that the company is combining a real estate asset management platform with a digital asset treasury strategy focused on Chainlink. I mean, we've seen other companies go into digital asset treasury strategies, but typically the operating business is kind of left behind rather than being a driver of value. Can you shed some light on how you see these two parts of your business complementing each other and ultimately reinforcing the value proposition of the firm?

Thanks, Mark.

Happy to. So I'll take it in two parts. On the treasury side, I think as an asset manager that is particularly good at building interesting alternative investment structures, fundraising, and deploying capital, we bring a lot to the table as compared to a lot of the management teams that are otherwise managing DATs and just sort of doing whatever the capital markets will drive. We think that our ability, skill set, and distribution and fundraising capabilities provide sort of another avenue to grow the linked treasury in an appropriate time. And we're excited to do that. In addition, as we start to build and deepen our relationships in the entire blockchain space, we find opportunities to launch other types of investment vehicles around the digital asset ecosystem. So as an asset manager, you're essentially a manufacturer of investments. And that knowledge and skill set has been built over 17 years in this management team. So I think we bring a lot to the table with the core business actually applying itself to a treasury strategy. Separate and apart from that, we invested into Chainlink because we felt that it was the best bet to invest into the overall trend of more and more of traditional finance, including real estate finance, going digital. We think Chainlink is essential infrastructure for any company that wants to do more business on-chain and interact between their traditional financial system and the on-chain environment. So Because of that, we could invest in LINK. We could own a piece of the entire trend. And as we did that, we started to see the application of LINK's actual technology to our business and saw that that was going to be sort of the deeper opportunity in what we're doing because accumulating the tokens is good, and we certainly hope the token value goes up as we do that. But the application of Chainlink's technology combined with other technologies is as sweet. will fundamentally transform the investor experience for any investor in a real estate fund. And for Calibers investors in particular, who have investments in hotels and land developments and long-term investments that are relatively illiquid, we think that applying this technology to their existing investments will improve those existing investments and will also improve our ability to fundraise worldwide. So, We're excited not only about the token and the opportunity that's in the token itself, but also the underlying technology that the token drives.

Thank you. And, you know, nice job with the report.

Appreciate it. Thank you, Mark.

There are no further questions at this time. I would now like to turn the call over to Ilya Grasovsky for closing remarks.

Thank you for your time today. Caliber Management will be participating in the Planet Micro Cap Conference on June 16th to 18th in Las Vegas. Please visit our website at www.caliberco.com and follow the path for public shareholders. There, you can download our financial supplement and sign up for the mailing list specifically focused for public investors. If you have any questions, please complete the contact us form so we can get engaged with you directly. Thank you for joining today's call and have a good evening.

This concludes today's conference call.

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