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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CaliberCos Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| May 20, 2026 |
CALCULATION OF FILING FEE TABLES CaliberCos Inc. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 CaliberCos Inc. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0.001 per share (1) Other 1,000,000 $ 0.96 $ 960,000.00 0.0001381 |
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| May 20, 2026 |
AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN Exhibit 99.2 AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN THIS AMENDMENT (the “Amendment”) to the CaliberCos Inc. 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by CaliberCos Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. W I T N E S S E T H: |
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| May 20, 2026 |
As filed with the Securities and Exchange Commission on May 20, 2026 As filed with the Securities and Exchange Commission on May 20, 2026 Registration No. |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS |
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| May 13, 2026 |
Exhibit 99.1 Caliber Reports First Quarter 2026 Financial Results First Quarter Platform Revenue and Adjusted EBITDA Loss In Line with Internal Plan; Caliber Reaffirms 2026 Full-Year Guidance SCOTTSDALE, AZ., May 13, 2026 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today reported results for the first quarter ended on March 31, 2026. First quarter Plat |
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| May 13, 2026 |
cwd-supplementaldeckq120 Confidential - For Internal Use Only 1Q26 Earnings Supplemental Building on a 17-year track record of profitable growth and success ©2025 Caliber Disclaimers Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| May 13, 2026 |
a20260331supplementalass Over the past 17 years, Caliber has grown into a leading diversified alternative asset management firm, managing more than $2. |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 13, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Number |
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| May 5, 2026 |
Caliber Sets Date for First Quarter 2026 Earnings Announcement & Investor Conference Call Exhibit 99.1 Caliber Sets Date for First Quarter 2026 Earnings Announcement & Investor Conference Call SCOTTSDALE, AZ, May 4, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that it will release its first quarter 2026 financial results after the close of the stock market on Wednesday, May 13, 2026. Management invites a |
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| April 28, 2026 |
CALIBERCOS INC. 2,162,791 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-295031 PROSPECTUS CALIBERCOS INC. 2,162,791 Shares of Class A Common Stock This prospectus relates to the resale by the selling stockholders named herein (the “Selling Stockholders”), or their respective transferees, pledgees, donees or other successors-in-interest, from time to time, of up to 2,162,791 shares (the “Shares”) of Class A common s |
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| April 23, 2026 |
CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 April 23, 2026 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: CaliberCos Inc. Registration Statement on Form S-3 (File No. 333-295031) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: CaliberCos Inc. hereby requests that |
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| April 23, 2026 |
Exhibit 99.1 Caliber Advances Hyatt Studio Development Platform Across Three High-Growth Markets - Steamboat Springs Construction Will First to Begin SCOTTSDALE, Ariz, April. 22, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that it continues to execute on its multi-market Hyatt Studios development platform, advancin |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 22, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 23, 2026 |
April 23, 2026 John C. Loeffler, II Chairman and Chief Executive Officer CaliberCos Inc. 8901 E. Mountain View Rd. Ste. 150 Scottsdale AZ 85258 Re: CaliberCos Inc. Registration Statement on Form S-3 Filed April 13, 2026 File No. 333-295031 Dear John C. Loeffler, II: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 re |
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| April 15, 2026 |
Caliber Advances Debt Reduction Strategy, Reducing Corporate Debt by an Additional $3.4 Million Exhibit 99.1 Caliber Advances Debt Reduction Strategy, Reducing Corporate Debt by an Additional $3.4 Million SCOTTSDALE, AZ, April. 14, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced continued progress in its corporate debt reduction strategy through the completion of the second round of Noteholder Conversion Program, |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 14, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 14, 2026 |
Exhibit 3.1 Delaware The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CALIBERCOS INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 2026, AT 8:07 O’CLOCK A.M. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONV |
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| April 14, 2026 |
Exhibit 3.2 Delaware The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CALIBERCOS INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 2026, AT 8:08 O’CLOCK A.M. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES AAA CONVERTIBLE PREFERRED STOCK |
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| April 14, 2026 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this day of, 2026, by and between CaliberCos Inc., a Delaware corporation (the “Company”), and having an address at (the “Subscriber”). Company and Subscriber may be collectively referred to for purposes of this Subscription Agreement as the “Parties.” RECITALS WHEREAS, the Company intends |
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| April 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| April 14, 2026 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this day of, 2026, by and between CaliberCos Inc., a Delaware corporation (the “Company”), and having an address as set forth on the signature page hereto (the “Subscriber”). Company and Subscriber may be collectively referred to for purposes of this Subscription Agreement as the “Parties. |
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| April 13, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 CaliberCos Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, |
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| April 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 13, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 13, 2026 |
Exhibit 99.1 Caliber and PURE Pickleball & Padel Announce Building Permit Approval for World’s Largest Indoor Pickleball and Padel Facility SCOTTSDALE, AZ, Feb. 27, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that PURE Pickleball & Padel (“PURE”) — its co-developed 196,000-square-foot indoor pickleball and padel fa |
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| April 13, 2026 |
As filed with the Securities and Exchange Commission on April 13, 2026 As filed with the Securities and Exchange Commission on April 13, 2026 Registration No. |
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| March 31, 2026 |
Exhibit 99.1 J. Alan Reid, Jr. nominated to Caliber Board of Directors as Part of Planned Board Transition Reid brings public-company asset management experience and emerging expertise in tokenization and digital asset governance Dan Hansen & Michael Trzupek Will Not Stand for Re-Election at May 14, 2026 Annual Meeting SCOTTSDALE, AZ. March 31, 2026 – Caliber (Nasdaq CWD), a diversified real estat |
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| March 31, 2026 |
Caliber Announces Conversion of $15.9 Million of Preferred Equity into Common Stock Exhibit 99.1 Caliber Announces Conversion of $15.9 Million of Preferred Equity into Common Stock SCOTTSDALE, AZ, March 30, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that an institutional investor elected to convert approximately $15.9 million of perpetual convertible preferred equity into shares of the Company’s |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS INC. |
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| March 26, 2026 |
SUBSIDIARIES OF CALIBERCOS INC. Exhibit 21.1 SUBSIDIARIES OF CALIBERCOS INC. Name of Subsidiary State Caliber Auction Homes, LLC AZ Caliber Companies, LLC AZ Caliber Development, LLC AZ Caliber Hospitality Management Co. LLC DE Caliber Hospitality, LLC AZ Caliber Lending, LLC AZ Caliber O-Zone Fund Manager, LLC AZ Caliber O-Zone Fund II Manager, LLC AZ Caliber Opportunistic Growth Fund GP, LLC DE Caliber Realty Group, LLC AZ Cal |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 25, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 25, 2026 |
Exhibit 99.1 Caliber Reports Fourth Quarter and Full Year 2025 Results Establishes 2026 Guidance: Revenue Range of $18 Million to $22 Million with Positive Net Operating Income and Adjusted EBITDA Profitability SCOTTSDALE, AZ, March 25, 2026 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today reported results for the fourth quarter and full year ended De |
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| March 25, 2026 |
cwd-supplementaldeckq420 Confidential - For Internal Use Only 4Q25 Earnings Supplemental Building on a 16-year track record of profitable growth and success ©2025 Caliber Disclaimers Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 25, 2026 |
supplementalplatformfina Over the past 16 years, Caliber has grown into a leading diversified alternative asset management firm, managing more than $2. |
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| March 16, 2026 |
Caliber Sets Date for Fourth Quarter 2025 Earnings Announcement & Investor Conference Call Exhibit 99.1 Caliber Sets Date for Fourth Quarter 2025 Earnings Announcement & Investor Conference Call SCOTTSDALE, AZ, March 13, 2026 – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that it will release its fourth quarter 2025 financial results after the close of the stock market on Wednesday, March 25, 2026. Management invites all interes |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| February 27, 2026 |
Exhibit 99.1 Caliber Completes Sale of Holiday Inn Ocotillo for $13.0 Million and Positions Caliber Hospitality Trust for 2026-2027 Expansion SCOTTSDALE, AZ, Feb. 27, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate investor, developer, and manager, today announced the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million. The asset was owned |
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| February 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| February 6, 2026 |
Filed Pursuant to Rule 253(g)(2) File No. 024-12540 SUPPLEMENT NO. 2 DATED February 6, 2026 to Offering Circular dated March 13, 2025 CALIBERCOS INC. 8901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 (480) 295-7600; www.calibercos.com Explanatory Note This Offering Circular Supplement No. 2 (“Offering Circular Supplement No. 2”) updates, amends and supplements the Offering Circular of Calibe |
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| February 5, 2026 |
AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN Exhibit 10.1 AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN THIS AMENDMENT (the “Amendment”) to the CaliberCos Inc. 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by CaliberCos Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. W I T N E S S E T H: |
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| February 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| February 5, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALIBERCOS INC. (a Delaware corporation) CALIBERCOS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is CaliberCos Inc. The Corporation was incorporated by filing its Certificate of |
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| February 4, 2026 |
Real Estate & Digital Assets – Insights from Caliber CEO on 2026 Exhibit 99.1 Real Estate & Digital Assets – Insights from Caliber CEO on 2026 Caliber Shareholder and Partners, 2025 was an eventful year, and I am writing to you to share some of my thoughts on the year and my outlook for 2026. I hope you find the information valuable with the goal of understanding Caliber’s plans for our business. As 2025 draws to a close, two themes are top of mind for Caliber |
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| February 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2026 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ¨ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| December 16, 2025 |
Caliber Selects StoneX for Added Trading and Custody for LINK Treasury Exhibit 99.1 Caliber Selects StoneX for Added Trading and Custody for LINK Treasury SCOTTSDALE, AZ, Dec. 16, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced it has selected StoneX as an additional institutional platform for trading and custody in support of Caliber’s Digital Asset Treasury (DAT) Strategy. StoneX, throu |
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| December 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 11, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| December 12, 2025 |
Exhibit 99.1 Caliber Commences LINK Staking to Support Chainlink Node Program First Nasdaq-listed Digital Asset Treasury (DAT) concentrated on Chainlink’s LINK token to support Chainlink node operators as part of its token yield generation strategy SCOTTSDALE, AZ, Dec. 11, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, announced toda |
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| December 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| November 26, 2025 |
CALIBERCOS INC. 255,385 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-290640 PROSPECTUS CALIBERCOS INC. 255,385 Shares of Class A Common Stock This prospectus relates to the resale by the selling stockholders named herein (the “Selling Stockholders”), or their respective transferees, pledgees, donees or other successors-in-interest, from time to time, of up to 255,385 shares of Class A common stock, par value $0. |
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| November 25, 2025 |
CALIBERCOS INC. 561,747 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-291213 PROSPECTUS CALIBERCOS INC. 561,747 Shares of Class A Common Stock This prospectus relates to the resale by the selling stockholders named herein (the “Selling Stockholders”), or their respective transferees, pledgees, donees or other successors-in-interest, from time to time, of up to 561,747 shares of Class A common stock, par value $0. |
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| November 24, 2025 |
CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 November 24, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: CaliberCos Inc. Registration Statement on Form S-3 (File No. 333-290640) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: CaliberCos Inc. hereby requests t |
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| November 19, 2025 |
Caliber Regains Compliance with Nasdaq Stockholders' Equity Requirement Exhibit 99.1 Caliber Regains Compliance with Nasdaq Stockholders' Equity Requirement SCOTTSDALE, AZ, November 18, 2025 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today announced that on November 17, 2025, it received notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that it has regained compliance with |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 17, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBE |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| November 13, 2025 |
platformsupplementalresu Over the past 16 years, Caliber has grown into a leading diversified alternative asset management firm, managing more than $2. |
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| November 13, 2025 |
Exhibit 99.1 Caliber Reports Third Quarter 2025 Financial Results Transformational Quarter Strengthens Balance Sheet, Launches LINK-Anchored Digital Asset Treasury, and Positions Caliber on Path to Adjusted EBITDA Profitability SCOTTSDALE, AZ., November 13, 2025 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today reported results for the third quarter en |
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| November 13, 2025 |
cwd-supplementaldeckq320 Confidential - For Internal Use Only 3Q25 Earnings Supplemental Building on a 16-year track record of profitable growth and success ©2025 Caliber Disclaimers Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| November 4, 2025 |
Caliber Sets Date for Third Quarter 2025 Earnings Announcement & Investor Conference Call Exhibit 99.1 Caliber Sets Date for Third Quarter 2025 Earnings Announcement & Investor Conference Call SCOTTSDALE, AZ, Nov. 04, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that it will release its third quarter 2025 financial results after the close of the stock market on Thursday, November 13, 2025. Management inv |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| November 3, 2025 |
Exhibit 10.1 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this “Agreement”), dated as of , 2025, is entered into by and among CaliberCos Inc., a Delaware corporation (the “Company”), and (the “Holder”). Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in the Note (as defined below). WHEREAS, the Company has issued that certain Promissory Note (the “Not |
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| November 3, 2025 |
As filed with the Securities and Exchange Commission on November 3, 2025 As filed with the Securities and Exchange Commission on November 3, 2025 Registration No. |
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| November 3, 2025 |
Calculation of Filing Fee Tables S-3 CaliberCos Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff |
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| November 3, 2025 |
Exhibit 99.1 Caliber Launches Noteholder Debt-to-Equity Conversion Program and Completes First $1.9 Million Tranche Initiative reduces corporate debt and improves cash flow SCOTTSDALE, AZ. OCTOBER 31, 2025 – Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today announced that its Board of Directors has approved a Noteholder Conversion Program (the “Program”) |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 24, 2025 |
ldmicropresentationoct20 Caliber OCTOBER 2025 NASDAQ: CWD Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 20, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 23, 2025 |
Exhibit 99.1 Company Reports Estimated Stockholders’ Equity Between $4.5 Million and $6.0 Million as of September 30, 2025 Company believes that as of October 22, 2025 stockholders’ equity exceeds the $2.5 million minimum for Nasdaq continued listing SCOTTSDALE, Ariz., Oct. 23, 2025 – CaliberCos Inc. (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced th |
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| October 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 16, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 17, 2025 |
Exhibit 99.1 Caliber Continues to Increase Chainlink (LINK) Token Exposure with an Additional $2.0 Million Acquisition Caliber’s Holdings Increased to 562,535 LINK Tokens SCOTTSDALE, AZ, October 16, 2025 – Caliber (NASDAQ: CWD), a leading diversified real estate and digital asset management platform, today announced the completion of a strategic $2.0 million purchase of Chainlink (LINK) tokens, fu |
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| October 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 9, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| October 14, 2025 |
Exhibit 99.1 Caliber Reports Preliminary Third Quarter 2025 Results Stockholders’ Equity & Liquidity Show Substantial Improvements SCOTTSDALE, Ariz, Oct. 09, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced certain estimated preliminary financial results for the third quarter ended September 30, 2025. "Our estimated Thi |
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| October 7, 2025 |
Exhibit 99.1 Current Powers Commercial Real Estate and Rideshare Growth at Caliber Properties by Expanding Access to InCharge Energy Electric Vehicle (EV) Charging Infrastructure and Charger Service Solutions Caliber Drives Forward Asset Performance with Innovation SCOTTSDALE, Ariz, October 7, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management pla |
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| October 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 7, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 1, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| October 1, 2025 |
Exhibit 99.1 Caliber Appoints Blake Janover to Crypto Advisory Board Brings proven capital markets expertise, digital asset experience, and real asset experience to support Caliber’s $LINK-focused Digital Asset Treasury SCOTTSDALE, Ariz, October 1, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today named Blake Janover as the third |
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| October 1, 2025 |
Calculation of Filing Fee Tables S-3 CaliberCos Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff |
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| October 1, 2025 |
As filed with the Securities and Exchange Commission on September 30, 2025 As filed with the Securities and Exchange Commission on September 30, 2025 Registration No. |
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| September 29, 2025 |
World’s Largest Indoor Pickleball and Padel Facility Files for Building Permits Exhibit 99.1 World’s Largest Indoor Pickleball and Padel Facility Files for Building Permits SCOTTSDALE, Ariz, September 29, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that its joint venture development, PURE Pickleball & Padel™ (“PURE”) Construction Documents are complete, submitted, and accepted for review by Sa |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 29, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 26, 2025 |
Exhibit 16.1 September 25, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of CaliberCos Inc.'s Form 8-K dated September 25, 2025, and have the following comments: 1. We agree with the statements included in the first, second, third and fifth paragraphs in such Form 8-K. 2. We have no basis on which to agree or disagre |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 25, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 23, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 23, 2025 |
Caliber Selects Coinbase Prime to Power Trading and Custody for LINK Treasury Exhibit 99.1 Caliber Selects Coinbase Prime to Power Trading and Custody for LINK Treasury SCOTTSDALE, Ariz, and SAN FRANCISCO, September 23, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced it has selected Coinbase Prime as its institutional platform for trading and custody in support of Caliber’s Digital Asset Treasur |
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| September 22, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-286530 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 8, 2025) CALIBERCOS INC. This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286530). Capitalized terms used in this prospectus supplement and not otherwise defined herein have |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 18, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 18, 2025 |
Exhibit 99.1 Caliber Purchases $6.5 Million in Chainlink (LINK) Tokens , Aligning Treasury With Chainlink Reserve Second acquisition under Digital Asset Treasury strategy positions Caliber alongside Chainlink’s infrastructure-first vision and marks the beginning of a growing LINK treasury SCOTTSDALE, AZ, September 18, 2025 – Caliber (NASDAQ: CWD), a diversified real estate and digital asset manage |
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| September 17, 2025 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT September 17, 2025 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, New York 10005 And The Benchmark Company, LLC 150 East 58th St, 17th Floor New York, NY 10155 Ladies and Gentlemen: CaliberCos Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & C |
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| September 17, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2025, by and between CALIBERCOS INC., a Delaware corporation, with headquarters located at 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ 85258 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, Bra |
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| September 17, 2025 |
Exhibit 3.1 CALIBERCOS INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE delaware GENERAL CORPORATION LAW Pursuant to Section 151 of the General Corporation Law of the State of Delaware, CALIBERCOS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation” or “C |
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| September 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 11, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 17, 2025 |
Exhibit 99.1 Caliber Announces Sale of $15.9 Million Perpetual Convertible Preferred and Activation of ATM Program Access to additional capital further strengthens Digital Asset Treasury execution strategy Preferred converts to common stock at $250 per Caliber share SCOTTSDALE, AZ, September 17, 2025 – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today an |
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| September 17, 2025 |
$10,333,203 Class A common stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-280243 PROSPECTUS SUPPLEMENT (to Prospectus dated June 25, 2024) $10,333,203 Class A common stock This prospectus supplement relates to the issuance and sale of shares of our Class A common stock, par value $0.001 per share, having an aggregate offering price of up to $10,333,203, from time to time solely through R.F. Lafferty & Co., Inc. and T |
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| September 12, 2025 |
Caliber Appoints Peter Dorrius to its Crypto Advisory Board Exhibit 99.1 Caliber Appoints Peter Dorrius to its Crypto Advisory Board SCOTTSDALE, Ariz, September 12, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today named Peter Dorrius as the second member of its recently established Caliber Crypto Advisory Board (CCAB). This board will provide strategic oversight and guidance as Caliber ex |
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| September 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 10, 2025 |
Exhibit 10.1 ADVISORY AGREEMENT This Advisory Agreement (the “Agreement”) is made effective July 19th, 2025 (the “Effective Date”), by and between Blake Elliot, Inc., a Florida corporation (the “Advisor”), and CaliberCos Inc., a Delaware corporation (the “Company”). The Advisor and the Company are also referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, the Com |
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| September 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 9, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 10, 2025 |
Exhibit 99.1 Caliber Completes Initial Purchase of Chainlink (LINK) Tokens as Part of Digital Asset Treasury Strategy SCOTTSDALE, Ariz., Sept. 09, 2025 - Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced it has completed its initial purchase of Chainlink (LINK) tokens as part of its system test transaction. The Company intends to fund its LINK |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 9, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 9, 2025 |
CALIBERCOS INC. 25,000 shares of Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-280243 Prospectus Supplement (To Prospectus dated June 25, 2024) CALIBERCOS INC. 25,000 shares of Class A Common Stock We are offering 25,000 shares of our Class A Common Stock (the “Shares”) as partial compensation for entry into a Consulting Agreement. Our shares of Class A Common Stock are currently traded on the NASDAQ Capital Market under |
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| September 9, 2025 |
Exhibit 99.1 Caliber Completes Initial Purchase of Chainlink (LINK) Tokens as Part of Digital Asset Treasury Strategy SCOTTSDALE, Ariz, September 9, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced it has completed its initial purchase of Chainlink (LINK) tokens as part of its system test transaction. The Company intend |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| September 3, 2025 |
Exhibit 99.1 Caliber Appoints Michael Trzupek to Lead Governance on Crypto Advisory Board Bringing Finance and Blockchain Infrastructure Experience as Caliber Moves Toward LINK Digital Asset Treasury Implementation SCOTTSDALE, Ariz, September 2, 2025 – Caliber (NASDAQ: CWD), a diversified alternative real estate and digital asset platform, today named Michael Trzupek as the inaugural member of its |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| August 28, 2025 |
Exhibit 99.1 Caliber Establishes LINK Token Digital Asset Treasury Strategy Merges Digital and Real World Assets, Investing in the Infrastructure Layer of Blockchain Technology Positions Caliber as a first-mover among U.S. public companies in the adoption of blockchain-based treasury management practices focused on LINK tokens SCOTTSDALE, AZ, August 28,2025 – Caliber (NASDAQ: CWD), a real estate a |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 27, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| August 28, 2025 |
CALIBERCOS INC. 13,475,412 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-286530 PROSPECTUS SUPPLEMENT Dated August 28, 2025 (To Prospectus Dated May 12, 2025) CALIBERCOS INC. 13,475,412 Shares of Class A Common Stock This prospectus supplement (the “Sticker Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our Prospectus filed with the SEC dat |
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| August 21, 2025 |
Exhibit 99.1 Legendary Hospitality Brand Partners with World’s Largest Indoor Pickleball and Padel Facility Based In Scottsdale, Arizona Caliber’s Joint Venture Development, PURE Pickleball & Padel, Announces Agreement with Wolfgang Puck Catering SCOTTSDALE, AZ, August 19, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that its joint venture developme |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| August 14, 2025 |
Exhibit 99.1 CALIBER REPORTS SECOND QUARTER 2025 RESULTS Company remains on track for its goal of achieving platform adjusted EBITDA profitability in the second half of 2025 SCOTTSDALE, Ariz., August 13, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the second quarter ended on June 30, 2025. Second |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| August 14, 2025 |
cwd-supplementaldeckq220 Confidential - For Internal Use Only 2Q25 Earnings Supplemental Building on a 16-year track record of profitable growth and success ©2025 Caliber Disclaimers Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS |
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| August 14, 2025 |
platformsupplementalresu Over the past 16 years, Caliber has grown into a leading diversified alternative asset management firm, managing more than $2. |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| August 1, 2025 |
Caliber Announces Second Quarter 2025 Earnings Announcement & Investor Conference Call Exhibit 99.1 Caliber Announces Second Quarter 2025 Earnings Announcement & Investor Conference Call SCOTTSDALE, AZ, July 30, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its second quarter 2025 financial results after the close of the stock market on Wednesday, August 13, 2025. Management invites all interested parties to its we |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| July 15, 2025 |
Employment Agreement between CaliberCos Inc. and Gregory Randolph James Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is by and between CaliberCos Inc., a Delaware corporation (the “Company”), and Greg James (“Executive”) and is effective as of the 7th day of July 2025 (the “Effective Date”). The Company and Executive desire to formalize the terms and conditions of Executive's employment as of the Effective Date. The Com |
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| July 8, 2025 |
Caliber Promotes Greg James to Chief Operating Officer Exhibit 99.1 Caliber Promotes Greg James to Chief Operating Officer SCOTTSDALE, AZ, July 8, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, announced today that Greg James has been promoted to the company’s Chief Operating Officer. Greg joined Caliber in October 2024 as COO & Head of Hotel Asset Management and replaced Ignacio Martinez on July 7, 2025. “We thank Ignac |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| June 20, 2025 |
Certificate of Adoption of Bylaw Amendment Exhibit 3.1 CERTIFICATE OF ADOPTION OF BYLAW AMENDMENT CALIBERCOS INC. Adopted June 16, 2025 I, Ignacio Martinez, hereby certify that: 1.I am the duly elected, qualified and acting Secretary of Calibercos Inc. (the “Company”). 2.Pursuant to ARTICLE VIII of the Company’s Amended and Restated Bylaws (the “Bylaws”), which provides that bylaws may be adopted, amended or repealed by the board of direct |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 16, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| June 16, 2025 |
cwd-meetingnoticexamende CaliberCos, Inc. c/o ClearTrust, LLC - Transfer Agent 16540 Pointe Village Dr., Ste 210 Lutz, Florida 33558 NOTICE REGARDING THEIMPORTANT OF PROXY MATERIALS FOR THEAVAILABILITY 2025 ANNUAL MEETING OF STOCKHOLDERS * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 DATE: TIME: LOCATION: August 1, 2025 10:00 a.m. Pacific Daylight Time www.cleartrustonline.com/cwd CONTROL NUMBE |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| May 22, 2025 |
Caliber Refinances DoubleTree by Hilton Tucson Hotel Property Exhibit 99.1 Caliber Refinances DoubleTree by Hilton Tucson Hotel Property SCOTTSDALE, Ariz., May 21, 2025 (GLOBE NEWSWIRE) - Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, announced today the successful closing of a $22.5 million refinance for the DoubleTree by Hilton Hotel in Tucson, Arizona. The property is held within Caliber’s Tax-Advantaged Opportunity Zone Fund. Citi |
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| May 19, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-286530 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 8, 2025) CALIBERCOS INC. This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286530). Capitalized terms used in this prospectus supplement and not otherwise defined herein have |
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| May 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| May 16, 2025 |
Caliber Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Caliber Regains Compliance with Nasdaq Minimum Bid Price Requirement SCOTTSDALE, AZ, May 16, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that on May 16, 2025, it received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 55 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numbe |
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| May 15, 2025 |
CALIBER REPORTS FIRST QUARTER 2025 RESULTS Focus on sustainable profitability reaffirmed Exhibit 99.1 CALIBER REPORTS FIRST QUARTER 2025 RESULTS Focus on sustainable profitability reaffirmed SCOTTSDALE, Ariz., May 15, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the first quarter ended on March 31, 2025. First Quarter 2025 Platform Financial Highlights (compared to First Quarter 2024) •Platform revenu |
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| May 15, 2025 |
Over the past 16 years, Caliber has grown into a leading diversified alternative asset management firm, managing more than $2. |
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| May 15, 2025 |
1Q25 Earnings Supplemental ©2025 Caliber Building on a 16-year track record of profitable growth and success Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| May 12, 2025 |
Caliber Receives Design Review Approval for PURE Pickleball & Padel Project Exhibit 99.1 Caliber Receives Design Review Approval for PURE Pickleball & Padel Project SCOTTSDALE, Ariz., May 08, 2025 (GLOBE NEWSWIRE) - Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that its joint venture development, PURE Pickleball & Padel™ has gained Design Review approval from the Salt River Pima-Maricopa Indian Community (SRPMIC) Planning Departmen |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Number |
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| May 12, 2025 |
CALIBERCOS INC. 13,475,412 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-286530 PROSPECTUS CALIBERCOS INC. 13,475,412 Shares of Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders identified herein of up to 13,475,412 of our shares of Class A common stock, par value $0.001 (“Class A common stock”) of CaliberCos, Inc, a Delaware corporation (the “Company”) |
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| May 12, 2025 |
Exhibit 99.1 Caliber Enters Exclusive Development Agreement with Hyatt to Bring 15 Hyatt Studios Hotels to Key U.S. Markets The agreement spans five states and marks one of the largest multi-property commitments to Hyatt Studios since the brand was announced in 2023 SCOTTSDALE, Ariz., May 06, 2025 (GLOBE NEWSWIRE) - Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today annou |
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| May 12, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Number |
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| May 9, 2025 |
Caliber Announces First Quarter 2025 Earnings Release & Conference Call Exhibit 99.1 Caliber Announces First Quarter 2025 Earnings Release & Conference Call SCOTTSDALE, AZ, May 8, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its first quarter 2025 financial results after the close of the market on Thursday, May 15, 2025. Management invites all interested parties to its webcast/conference call the sa |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Number |
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| May 7, 2025 |
CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 May 7, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: CaliberCos Inc. Registration Statement on Form S-1 (File No. 333-286530) (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: CaliberCos Inc. hereby requests that th |
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| May 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) CaliberCos Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(4) Proposed Maximum Offering Price Per Share Maximum Agg |
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| May 5, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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| April 25, 2025 |
CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALIBERCOS INC. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 23, 2025 |
April 23, 2025 John C. Loeffler, II Chief Executive Officer CaliberCos Inc. 8901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 Re: CaliberCos Inc. Registration Statement on Form S-1 Filed April 14, 2025 File No. 333-286530 Dear John C. Loeffler, II: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requ |
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| April 22, 2025 |
CALIBER ANNOUNCES CLOSING OF THE UNDERWRITTEN PUBLIC OFFERING OF UNITS EX-99.1 2 ex991x04212025caliberunde.htm EX-99.1 Exhibit 99.1 CALIBER ANNOUNCES CLOSING OF THE UNDERWRITTEN PUBLIC OFFERING OF UNITS SCOTTSDALE, Ariz., April 21, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.” or “the Company”), a real estate investor, developer, and asset manager, today announced the closing of its underwritten public offering of total units for gross proceeds of approximately $900 |
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| April 22, 2025 |
EX-99.2 3 ex992x04222025caliberappr.htm EX-99.2 Exhibit 99.2 CALIBER GAINS APPROVAL FOR CANYON VILLAGE REDEVELOPMENT Unanimous Phoenix City Council vote paves way for distressed office conversion to multifamily residential SCOTTSDALE, Ariz., April 22, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced the recent Phoenix City Council’s unanimous approval o |
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| April 22, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 17, 2025 |
Caliber Announces Pricing of the Public Offering Units Exhibit 99.1 Caliber Announces Pricing of the Public Offering Units SCOTTSDALE, Ariz., April. 17, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, CaliberCos Inc. (Nasdaq: CWD) (“Caliber” or the "Company"), today announced the pricing of its underwritten public offering of total units for gross proceeds of approximately $900,000, prior to deduc |
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| April 17, 2025 |
Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of April 17, 2025 between CaliberCos Inc., a Delaware corporation with its principal executive offices at 8901 E. Mountain View Rd. Ste. 150, Scottsdale, Arizona 85258 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the |
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| April 17, 2025 |
SUBJECT TO COMPLETION, DATED APRIL 16, 2025 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 17, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-280243 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2024) 2,400,000 Units CALIBERCOS INC. Each Unit Consisting of One Share of Class A Common Stock and One Right to Receive One-Fifth (1/5) of One Share of Class A Common Stock We are offering 2,400,000 units (the “Units”) at an offering price of $0.375 per Unit pursuant to this prospectus |
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| April 17, 2025 |
Exhibit 1.1 UNDERWRITING AGREEMENT between CALIBERCOS INC. and CRAFT CAPITAL MANAGEMENT, LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENT between CALIBERCOS INC. and CRAFT CAPITAL MANAGEMENT, LLC as Representative of the Several Underwriters New York, New York April 17, 2025 Craft Capital Management, LLC 377 Oak Street, Lower Concourse, Suite C2 Garden City, NY 11530 Ladies |
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| April 17, 2025 |
Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFIN |
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| April 14, 2025 |
As filed with the Securities and Exchange Commission on April 14, 2025 As filed with the Securities and Exchange Commission on April 14, 2025 Registration No. |
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| April 14, 2025 |
Exhibit 4.1 WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| April 14, 2025 |
Exhibit 4.2 10% OID PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| April 14, 2025 |
Exhibit 10.23 FIRST AMENDMENT THIS FIRST AMENDMENT to the Equity Purchase Agreement (as defined below) (the “Amendment”) is entered into as of April 11, 2025 (the “Effective Date”), by and between CaliberCos Inc., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”). BACKGROUND A. The Par |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 10, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| April 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) CaliberCos Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(4) Proposed Maximum Offering Price Per Share Maximum Agg |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| April 2, 2025 |
4Q and FY 2024 Earnings Supplemental ©2024 Caliber Building on a 15-year track record of profitable growth and success Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| April 1, 2025 |
Exhibit 99.1 CALIBER REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS 2024 Platform revenue increased 1.9% compared to prior year 2024 cost reductions position Caliber for improved 2025 SCOTTSDALE, Ariz., March 31, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the fourth quarter and full year ended December 31, 20 |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 31, 2025 |
Exhibit 97.1 CaliberCos Inc. Executive Officer Clawback Policy Approved by the Board of Directors November 2023 (the “Adoption Date”) I. Purpose This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of CaliberCos Inc. and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Co |
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| March 31, 2025 |
CODE OF ETHICS FOR THE CEO, COO, AND SENIOR FINANCIAL OFFICERS CALIBERCOS INC. Exhibit 14.1 CODE OF ETHICS FOR THE CEO, COO, AND SENIOR FINANCIAL OFFICERS OF CALIBERCOS INC. CaliberCos Inc. (the “Company”) has a Code of Conduct applicable to all directors, officers, and employees of the Company. The Chief Executive Officer, Chief Operating Officer, and all senior financial officers, including the Chief Financial Officer and Principal Accounting Officer, are bound by the prov |
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| March 31, 2025 |
Exhibit 19.1 AMENDED AND RESTATED POLICY ON INSIDE INFORMATION AND INSIDER TRADING OF CALIBERCOS INC. (Effective August 8, 2023) 1. PURPOSE In the course of your relationship with CaliberCos Inc. (the “Company”) or one or more of its subsidiaries, you may have access to information about the Company that is not generally available to the public. One of the principal purposes of the federal securit |
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| March 31, 2025 |
Filed Pursuant to Rule 253(g)(2) File No. 024-12540 CALIBERCOS INC. This Offering Circular Supplement No. 1 (“Offering Circular Supplement No. 1”) relates to the Offering Circular of CaliberCos Inc., a Delaware corporation (the “Company”), dated March 13, 2025 (the “Offering Circular”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 253(g)(2) under the Securities Ac |
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| March 31, 2025 |
Exhibit 4.1 DESCRIPTION OF SECURITIES General The following description summarizes the most important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of Caliber’s third amended and restated certificate of incorporation and amended and restated bylaws. For a complete description of Caliber’s capital stock, you should refer |
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| March 31, 2025 |
Exhibit 21.1 SUBSIDIARIES OF CALIBERCOS INC. Name of Subsidiary State 44th & McDowell Hotel Group, LLC DE 44th and McDowell Holding, LLC DE 47th Street Phoenix Airport Manager, LLC AZ 47th Street Phoenix Airport, LLC DE 47th Street Phoenix Fund, LLC DE 47th Street Phoenix Mezzanine, LLC DE Blue Spruce Ridge ManageCo, LLC AZ Caliber Airport Investment Company, LLC DE Caliber Airport Mezzanine, LLC |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS INC. |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 20, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 26, 2025 |
1 EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| March 26, 2025 |
EXHIBIT 10.4 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of March 20, 2025 (this "Agreement"), by and between CaliberCos Inc., a Delaware corporation (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership (the "Investor", and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms and subject to the conditio |
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| March 26, 2025 |
1 EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 26, 2025 |
1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2025, by and between CALIBERCOS INC., a Delaware corporation, with headquarters located at 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ 85258 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, Brain |
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| March 26, 2025 |
1 EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| March 26, 2025 |
1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 20, 2025, by and between CALIBERCOS INC., a Delaware corporation (the "Company"), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani |
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| March 26, 2025 |
1 EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 20, 2025, by and between CALIBERCOS INC., a Delaware corporation (the "Company"), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani |
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| March 26, 2025 |
EXHIBIT 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 20, 2025 (this “Guarantee”), made by each of the signatories hereto (each a “Guarantor”, and together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Mast Hill Fund, L.P., a Delaware limited partnership (together with their permitted assigns, the “Purchaser”) to that ce |
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| March 18, 2025 |
CALIBER ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 EARNINGS RELEASE AND CONFERENCE CALL Exhibit 99.1 CALIBER ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 EARNINGS RELEASE AND CONFERENCE CALL SCOTTSDALE, Ariz., March 18, 2025 – Caliber (the “Company” or “CaliberCos Inc.”) (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its fourth quarter and full year 2024 financial results after the close of the market on Monday, March 31, 2025. Mana |
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| March 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 18, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 17, 2025 |
CALIBER ANNOUNCES SERIES AA CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING UNDER REGULATION A+ Exhibit 99.1 CALIBER ANNOUNCES SERIES AA CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING UNDER REGULATION A+ SCOTTSDALE, Ariz., March 17, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that the Company’s Offering Statement with respect to the Company’s newly designated Series AA Cumulative Redeemable Preferred Stock (“Series AA Preferred Stock”) has be |
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| March 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 17, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 13, 2025 |
Filed Pursuant to Rule 253(g)(2) File No. 024-12540 OFFERING CIRCULAR Dated March 13, 2025 CaliberCos Inc. 8901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 (480) 295-7600; www.calibercos.com UP TO 800,000 SHARES OF SERIES AA CUMULATIVE REDEEMABLE PREFERRED STOCK CaliberCos Inc. (which we refer to as “we,” “us,” “our”, “Caliber” or “our company”) is offering up to 800,000 shares of Series AA |
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| March 13, 2025 |
Exhibit 99.1 Caliber Issues Supplemental Financial Information on its Asset Management Platform Business 5-year historical data enhance visibility into Caliber’s performance for investors SCOTTSDALE, Ariz., March 12, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported supplemental financial results for its asset management platform |
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| March 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Num |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2025 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| March 11, 2025 |
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES AA CUMULATIVE REDEEMABLE PREFERRED STOCK OF CALIBERCOS INC. |
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| March 10, 2025 |
CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 CALIBERCOS INC. 901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 March 10, 2025 Via EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Mr. Ruairi Regan Division of Corporation Finance Office of Real Estate and Construction Re: CaliberCos Inc. Offering Statement on Form 1-A Filed December 5, 2024 |
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| March 6, 2025 |
Part II- Offering Circular As submitted to the Securities and Exchange Commission on March 6, 2025 Part II- Offering Circular As submitted to the Securities and Exchange Commission on March 6, 2025 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| March 6, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Circular on Form 1-A of our report dated April 15, 2024, relating to the financial statements of CaliberCos Inc. and subsidiaries. We also consent to the reference to us under the heading "Experts" in such Offering Circular. /s/ Deloitte & Touche LLP Tempe, Arizona March 6, 2025 |
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| February 28, 2025 |
Part II- Offering Circular As submitted to the Securities and Exchange Commission on February 27, 2025 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| February 28, 2025 |
MANAGING BROKER-DEALER AGREEMENT Exhibit 1.1 MANAGING BROKER-DEALER AGREEMENT This Managing Broker-Dealer Agreement (this “Agreement”) is entered into between CaliberCos Inc., a Delaware limited liability company (“Caliber” or “Issuer”), and ARKap Markets, LLC, a Georgia limited liability company (“ARKap” or “Company”), effective December 4, 2024 (the “Effective Date”) regarding the sale of specific securities by the Issuer or it |
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| February 28, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Circular on Form 1-A of our report dated April 15, 2024, relating to the financial statements of CaliberCos Inc. and subsidiaries. We also consent to the reference to us under the heading "Experts" in such Offering Circular. /s/ Deloitte & Touche LLP Tempe, Arizona February 27, 2025 |
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| February 28, 2025 |
Exhibit 4.2 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA |
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| December 12, 2024 |
Exhibit 12.1 December 12, 2024 CaliberCos Inc. 8901 E. Mountain View Road, Suite 150 Scottsdale, Arizona 85258 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to CaliberCos Inc., a Delaware corporation (the “Company”), in connection with its filing of an offering statement on Form 1-A (File No. 024-12540) (the “Offering Statement”), filed by the Company with the S |
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| December 12, 2024 |
Part II- Offering Circular As submitted to the Securities and Exchange Commission on December 12, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. |
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| December 11, 2024 |
December 11, 2024 John C. Loeffler, II Chief Executive Officer CaliberCos Inc. 8901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 Re: CaliberCos Inc. Offering Statement on Form 1-A Filed December 6, 2024 File No. 024-12540 Dear John C. Loeffler, II: This is to advise you that we do not intend to review your offering statement. We will consider qualifying your offering statement at your reques |
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| December 6, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Circular on Form 1-A of our report dated April 15, 2024, relating to the financial statements of CaliberCos Inc and subsidiaries. We also consent to the reference to us under the heading "Experts" in such Offering Circular. /s/ Deloitte & Touche LLP Tempe, Arizona December 5, 2024 |
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| December 6, 2024 |
MANAGING BROKER-DEALER AGREEMENT Exhibit 1.1 MANAGING BROKER-DEALER AGREEMENT This Managing Broker-Dealer Agreement (this “Agreement”) is entered into between CaliberCos Inc., a Delaware limited liability company (“Caliber” or “Issuer”), and ARKap Markets, LLC, a Georgia limited liability company (“ARKap” or “Company”), effective December 04, 2024 (the “Effective Date”) regarding the sale of specific securities by the Issuer or i |
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| December 6, 2024 |
PART II AND III 2 tm2430159d1partiiandiii.htm PART II AND III Part II- Offering Circular As submitted to the Securities and Exchange Commission on December 5, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. T |
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| December 6, 2024 |
Exhibit 4.1 Rep Name Series AA Preferred Stock Series S i AA Rep ID Investor Account # CaliberCos Inc. – Series AA Cumulative Redeemable Preferred Stock Series AA Preferred Stock DTC Purchase Form Use for DTC Trades Only $25.00 per share $ = TOTAL AMOUNT INVESTOR INFORMATION Investor Name (please print) Co-Investor Name (please print) Investor Address Co-Investor Address City, State, Zip City, Sta |
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| December 6, 2024 |
Exhibit 2.4 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES AA CUMULATIVE REDEEMABLE PREFERRED STOCK OF CALIBERCOS INC. CALIBERCOS INC. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company (the “Board”) by the Third Amended |
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| December 4, 2024 |
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CALIBERCOS INC. |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 26, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| November 15, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBE |
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| November 13, 2024 |
a20241112caliber3q24earn 3Q 2024 Earnings Supplemental ©2024 Caliber Building on a 15-year track record of profitable growth and success Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File |
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| November 13, 2024 |
Exhibit 99.1 CALIBER REPORTS THIRD QUARTER 2024 RESULTS Platform revenue increased 98.9% compared to prior year same quarter, resulting in positive platform earnings SCOTTSDALE, Ariz., November 12, 2024 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the third quarter ended on September 30, 2024. Within this earnings rele |
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| October 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 31, 2024 |
NASDAQ: CWD Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| October 29, 2024 |
CALIBER ANNOUNCES THIRD QUARTER 2024 EARNINGS RELEASE AND CONFERENCE CALL Exhibit 99.1 CALIBER ANNOUNCES THIRD QUARTER 2024 EARNINGS RELEASE AND CONFERENCE CALL SCOTTSDALE, Ariz., October 29, 2024 – Caliber (the “Company” or “CaliberCos Inc.”) (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its third quarter 2024 financial results after the close of the market on Tuesday, November 12, 2024. Management invites all inter |
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| October 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 24, 2024 |
Exhibit 99.1 October 23, 2024 Caliber Announces Participation in the LD Micro Main Event XVII Presentation on Wednesday, October 30th at 8:00 AM PT Scottsdale, Arizona-(Newsfile Corp. - October 23, 2024) -Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, announced today that it will be presenting at the 17th annual Main Event on Wednesday, October 30th at 8:00 AM PT at the Lux |
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| October 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File N |
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| October 9, 2024 |
Exhibit 99.1 Caliber Continues to Expand its Caliber Hospitality Trust with Seven New Hotels from Satori Collective •Satori assets will increase Caliber’s FV AUM by 15.52% to $890 million •Upon closing of all contributed properties to date, the Trust’s portfolio will expand to 22 hotels, and the portfolio valuation will increase to $530 million SCOTTSDALE, Ariz., Oct. 8, 2024 — Caliber (NASDAQ: CW |
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| October 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 8, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| October 2, 2024 |
EX-99.1 2 ex991x100124qofroll-uplau.htm EX-99.1 Exhibit 99.1 CALIBER LAUNCHES NEW QUALIFIED OPPORTUNITY ZONE FUND MERGER PROGRAM Raises $14 million in new opportunity zone capital with the closing of its first merger SCOTTSDALE, Ariz., Oct. 1, 2024 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced the launch of its innovative new Qualified Opportunity Zone Fu |
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| October 2, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 1, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41703 CALIBERCOS |
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| August 12, 2024 |
CALIBER REPORTS SECOND QUARTER 2024 RESULTS Exhibit 99.1 CALIBER REPORTS SECOND QUARTER 2024 RESULTS SCOTTSDALE, Ariz., August 12, 2024 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the second quarter ended on June 30, 2024. As previously communicated, Caliber has simplified the presentation of its financial statements through the deconsolidation of certain entit |
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| August 12, 2024 |
2Q 2024 Earnings Supplemental ©2024 Caliber Building on a 15-year track record of profitable growth and success Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc. |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Nu |
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| July 30, 2024 |
CALIBER ANNOUNCES SECOND QUARTER 2024 EARNINGS RELEASE AND CONFERENCE CALL Exhibit 99.1 CALIBER ANNOUNCES SECOND QUARTER 2024 EARNINGS RELEASE AND CONFERENCE CALL SCOTTSDALE, Ariz., July 29, 2024 – Caliber (the “Company” or “CaliberCos Inc.”) (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will release its second quarter 2024 financial results after the close of the market on Monday, August 12, 2024. Management invites all intereste |
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| July 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 29, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| July 19, 2024 |
CALIBER APPOINTS STEVE DREW SVP OF MARKETING, STRATEGY, & TECHNOLOGY Exhibit 99.1 CALIBER APPOINTS STEVE DREW SVP OF MARKETING, STRATEGY, & TECHNOLOGY SCOTTSDALE, Ariz., July 18, 2024 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, announced that Steve Drew has joined the Company as its Senior Vice President of Marketing, Strategy, and Technology. Drew joins Caliber from online private equity real estate investing platform CrowdStreet, wher |
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| July 19, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| July 3, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2024 CALIBERCOS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41703 47-2426901 (Commission File Numb |
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| July 1, 2024 |
As filed with the Securities and Exchange Commission on July 1, 2024 As filed with the Securities and Exchange Commission on July 1, 2024 Registration No. |
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| July 1, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CaliberCos Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par |
