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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CWD

CaliberCos Inc.
NASDAQ · REAL ESTATE · REAL ESTATE
0.40
−0.00 −1.24%
USD · close Oct 23
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Work order
18
FLAG · shorts 18
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $4.1MP/E —DIV YIELD —FCF YIELD —REV TTM $16.3M −49.7%NET INCOME −$19.1MNET CASH —52W 0.40 – 3.21SEC XBRL · TTM TO Invalid Date

How CWD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
62%
of sentences unchanged
Added
156
new sentences
Dropped
60
sentences removed
Length
+5,137
words, now 19,815

New in FY2025

  • Risk Factors Investing in our Class A common stock involves a high degree of risk and investors should carefully consider the following risk factors, as well as the other information in this Annual Report on Form 10-K, in evaluating us and our business.
  • 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.
  • 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.
  • 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. • 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. • The due diligence procedures conducted by us and our liquidity providers to mitigate transaction risk may fail to prevent transactions with a sanctioned entity. • The launch of central bank digital currencies (“CBDCs”) may adversely impact our business. • 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.
  • We depend on the capital markets to grow our AUM and we depend on third-party equity and debt financings to acquire properties for our funds.
  • The markets continue to be affected by inflation in the United States, global health pandemics, the imposition of sanctions and the escalation of hostilities between Russia and Ukraine, the Israel-Hamas conflict and the United States, Israel and Iran.
  • Interest rates remained at relatively low levels on a historical basis and the U.S.
  • During the remainder of the of 2024 and 2025, the Federal Reserve decreased the federal funds rate by 169 basis points, resulting in a target rate range of 3.50% to 3.75% at December 31, 2025.
  • The annual inflation rate in the United States increased to 9.1% in June 2022, the highest rate since November 1981, but has since decreased to 2.7% as of the end of December 2025.
  • For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.
  • 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.
  • We have incurred operating losses and negative operating cash flows for the year ended December 31, 2025, and may incur operating losses and negative cash flows in future periods.
  • 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 had individual corporate notes aggregating $29.6 million at December 31, 2025, for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2025 were issued.
  • In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations.
  • Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.
  • Conflicts of interest exist between us and related parties.
  • Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates and divisions and our officers, directors and owners, on the one hand, and our funds and its investors, on the other hand.
  • There may be instances where the interests of our funds and the investors in such funds diverge from those of us which could result in conflicts of interest.
  • In addition, as we operate as a fund manager through a wholly owned subsidiary, we have a fiduciary duty to investors in the funds we manage.
  • Risk management activities may adversely affect the return on our funds’ investments.
  • Investments by our investment funds may rank junior to investments made by others.
  • Attempts to expand our businesses involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core businesses; • the assumption of liabilities in any acquired business; • the disruption of our ongoing businesses; • entry into markets or lines of business in which we may have limited or no experience; • increasing demands on our operational and management systems and controls; • compliance with additional regulatory requirements; • potential increase in investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain jurisdictions where we currently have no experience.
  • 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.
  • Further, our ability to monitor the data security of our vendors is limited, and bad actors may successfully circumvent our vendors’ security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, or destruction of our and/or our investor’s data.
  • Our business systems and services involve the storage, transmission, and processing of our and our investors’ sensitive and proprietary information.
  • 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.
  • In addition, we have and, in the future, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2024.
  • We will continue the process of designing, implementing, and testing our internal control over financial reporting required to comply with this obligation, which is time consuming, costly, and complicated.
  • If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
  • Risks Related to Our Organizational Structure The consolidation of investment funds or operating businesses of our portfolio companies could make it more difficult to understand our operating performance and could create operational risks for us.
  • GAAP, we may be required to consolidate certain of our funds, limited liability companies, partnerships or operating businesses if we determine that these entities are variable interest entities (“VIEs”) and where we determine that we are the primary beneficiary of the VIE.
  • The consolidation of such entities could make it difficult for an investor to differentiate our assets, liabilities, and results of operations apart from the assets, liabilities, and results of operations of the consolidated VIEs.
  • As of December 31, 2025 and 2024, total assets of our consolidated VIEs reflected in our consolidated balance sheets were $70.2 million and $53.3 million, respectively, and as of December 31, 2025 and 2024, total liabilities of our consolidated VIEs reflected in our consolidated balance sheets were $49.4 million and $33.1 million, respectively.
  • 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.
  • Section 7.06(a) of Article VII of our Bylaws dictates that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the State of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions including derivative action or proceeding brought on behalf of us; an action asserting a breach of fiduciary duty owed by an officer, director, employee or to the stockholders of us; any claim arising under Delaware corporate law, our amended and restated certificate of incorporation or our amended and restated bylaws; and any action asserting a claim governed by the internal affairs doctrine.
  • Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of us shall be deemed to have notice of and consented to the provisions of Section 7.06 of Article VII of our Bylaws.

and 116 more.

Gone since FY2024

  • Risk Factors Investing in our Class A common stock involves a high degree of risk and investors should carefully consider the following risk factors, as well as the other information in this Annual Report on Form 10-K, in evaluating the Company and our business.
  • We depend on the capital markets to grow our assets under management, (“AUM”) and we depend on third-party equity and debt financings to acquire properties for our funds.
  • The markets continue to be affected by inflation in the United States, global health pandemics, the imposition of sanctions and the escalation of hostilities between Russia and Ukraine and the Israel-Hamas conflict.
  • Table of Con tents Interest rates remained at relatively low levels on a historical basis and the U.S.
  • Subsequently, the Federal Reserve decreased the federal funds rate by 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024, resulting in a target rate range of 4.25% to 4.50% at December 31, 2024.
  • 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% in December 2024.
  • 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 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024, resulting in a target rate range of 4.25% to 4.50% at December 31, 2024.For project execution, inflation has increased the cost of nearly all building materials and labor types, increasing the cost of construction and renovation of our funds’ assets.
  • Table of Con tents Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations.
  • Table of Con tents We have incurred operating losses and negative operating cash flows for the year ended December 31, 2024, and may incur operating losses and negative cash flows in future periods.
  • Table of Con tents We have an amount of total liabilities which may be considered significant for a company of our size which could adversely affect our financial condition and our ability to react to changes in our business.
  • The Company had individual corporate notes aggregating $32.8 million at December 31, 2024, for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2024 were issued.
  • Table of Con tents In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations.
  • Table of Con tents Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.
  • Conflicts of interest exist between our Company and related parties.
  • Conflicts of interest exist and may arise in the future as a result of the relationships between our Company and its affiliates and divisions and our officers, directors and owners, on the one hand, and our funds and its investors, on the other hand.
  • There may be instances where the interests of our funds and the investors in such funds diverge from those of our Company which could result in conflicts of interest.
  • In addition, as we operate as a fund manager through a wholly owned subsidiary, our Company has a fiduciary duty to investors in the funds we manage.
  • Table of Con tents Risk management activities may adversely affect the return on our funds’ investments.
  • Table of Con tents Investments by our investment funds may rank junior to investments made by others.
  • Table of Con tents Attempts to expand our businesses involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core businesses; • the assumption of liabilities in any acquired business; • the disruption of our ongoing businesses; • entry into markets or lines of business in which we may have limited or no experience; • increasing demands on our operational and management systems and controls; • compliance with additional regulatory requirements; • potential increase in investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain jurisdictions where we currently have no experience.
  • Table of Con tents If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe their intellectual property rights, our business could suffer.
  • Further, our ability to monitor the data security of our vendors is limited, and bad actors may successfully circumvent our vendors’ security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, or destruction of our Company and/or our investor’s data.
  • Our business systems and services involve the storage, transmission, and processing of our Company and investors’ sensitive and proprietary information.
  • Our failure to sufficiently secure our business and services may result in unauthorized access to Table of Con tents investor data, a negative impact on our investor attraction and retention, and significant liabilities.
  • Table of Con tents If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock may decline.
  • In addition, in the future, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2024.
  • We are in the process of designing, implementing, and testing our internal control over financial reporting required to comply with this obligation, which is time consuming, costly, and complicated.
  • If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or other regulatory authorities, which could require additional financial and management resources.
  • Risks Related to Our Organizational Structure The consolidation of investment funds or operating businesses of our portfolio companies could make it more difficult to understand the operating performance of the Company and could create operational risks for the Company.
  • Under applicable generally accepted accounting principles in the United States of America (“U.S.
  • GAAP”), we may be required to consolidate certain of our funds, limited liability companies, partnerships or operating businesses if we determine that these entities are variable interest entities (“VIEs”) and where we determine that the Company is the primary beneficiary of the VIE.
  • The consolidation of such entities could make it difficult for an investor to differentiate the assets, liabilities, and results of operations of the Company apart from the assets, liabilities, and results of operations of the consolidated VIEs.
  • As of December 31, 2024 and 2023, total assets of our consolidated VIEs reflected in our consolidated balance sheets were $53.3 million and $258.4 million, respectively, and as of December 31, 2024 and 2023, total liabilities of our consolidated VIEs reflected in our consolidated balance sheets were $33.1 million and $169.9 million, respectively.
  • Our Bylaws have an exclusive forum for adjudication of disputes provision which limits the forum to the Delaware Court of Chancery for certain stockholder litigation matters actions against the Company, which may limit an investor’s ability to seek what they regard as a favorable judicial forum for disputes with the Company or its directors, officers, employees, or stockholders.
  • Section 7.06(a) of Article VII of our Bylaws dictates that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the State of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions including derivative action or proceeding brought on behalf of the Company; an action asserting a breach of fiduciary duty owed by an officer, director, employee or to the stockholders of the Company; any claim arising under Delaware corporate law, our amended and restated certificate of incorporation or our amended and restated bylaws; and any action asserting a claim governed by the internal affairs doctrine.
  • Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Section 7.06 of Article VII of our Bylaws.
  • Table of Con tents Furthermore, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder.
  • With respect to such state law claims, the Company’s management believes limiting state law-based claims to Delaware will provide the most appropriate outcomes as the risk of another forum misapplying Delaware law is avoided, Delaware courts have a well-developed body of case law and limiting the forum will preclude costly and duplicative litigation and avoids the risk of inconsistent outcomes.
  • The choice of forum provisions contained in the Company’s Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

and 20 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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