CaliberCos Inc-A 2024年度报告

FORM10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission file number001-41703 CALIBERCOS INC. (Exact name of registrant as specified in its charter) Delaware47-2426901 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 8901 E. Mountain View Rd.Ste. 150Scottsdale,AZ85258 (Address of Principal Executive Offices)(Zip Code) (480)295-7600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.YesxNo¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one): Large accelerated filerNon-accelerated filer ¨Accelerated filerxSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes¨No x The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closingprice of the Class A Common Stock on The Nasdaq Capital Market on June 30, 2024, was approximately $9.2million. There were 23,312,373 shares of common stock, comprised of15,895,959shares of Class A Common Stock and7,416,414shares ofClass B Common Stock of CaliberCos Inc. as of March27, 2025. Table of Contents PageForward-Looking Statements2PART IItem 1. Business4Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments29Item 1C. Cybersecurity29Item 2. Properties31Item 3. Legal Proceedings31Item 4. Mine Safety Disclosures31PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6. Reserved32Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations33Item 7A. Quantitative and Qualitative Disclosures About Market Risk52Item 8. Financial Statements and Supplementary Data53Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures53Item 9A. Controls and Procedures53Item 9B. Other Information54Item 9C. Disclosure Regarding Foreign Jurisdiction That Prevent Inspections54PART IIIItem 10. Directors, Executive Officers and Corporate Governance55Item 11. Executive Compensation61Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters66Item 13. Certain Relationships and Related Transactions, and Director Independence68Item 14. Principal Accounting Fees and Services72PART IVItem 15. Exhibits, Financial Statement Schedules74Item