Caliber Advances Debt Reduction Strategy, Reducing Corporate Debt by an Additional $3.4 Million
Caliber Advances Debt Reduction Strategy, Reducing Corporate Debt by an Additional $3.4 Million
Caliber (Nasdaq: CWD) completed a second round of its Noteholder Conversion Program on April 14, 2026, converting unsecured notes into equity and reducing corporate debt by approximately $3.4 million in the current round and $5.3 million since October 2025.
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Caliber (Nasdaq: CWD) completed a second round of its Noteholder Conversion Program on April 14, 2026, converting unsecured notes into equity and reducing corporate debt by approximately $3.4 million in the current round and $5.3 million since October 2025.
The Board authorized a Series AAA Convertible Preferred Stock with a 12% annual cumulative dividend and three conversion tranches at $2.50, $3.50 and $4.50 per Class A share. The company filed a resale registration statement on April 13, 2026.
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Positive
Corporate debt reduced by $3.4M in the current conversion round
Total corporate debt reduced by $5.3M since October 2025
Board authorized Series AAA to convert short-term notes into perpetual preferred equity
Company filed resale registration for the converted securities on April 13, 2026
Negative
12% annual cumulative dividend on Series AAA increases long-term cash cost
Conversion tranches at $2.50/$3.50/$4.50 risk dilution of Class A shareholders
Series AAA is perpetual preferred equity, retaining ongoing dividend obligations
Announcement of timing for Q4 2025 earnings release and call.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
convertible preferred stock, class a common stock, preferred stock dividend, adjusted ebitda, +4 more
8 terms
convertible preferred stockfinancial
"notes were converted into Series AAA Convertible Preferred Stock (“AAA”)."
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
class a common stockfinancial
"notes into shares of Caliber’s Class A common stock in a voluntary"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
preferred stock dividendfinancial
"AAA, which provides for a 12% annual cumulative preferred stock dividend"
A preferred stock dividend is a regular cash payment made to holders of preferred shares, usually set as a fixed amount or a fixed percentage of the share value, much like interest on a loan. It matters to investors because it provides a more predictable income stream and a higher claim on a company’s earnings and assets than common stock, so the size and reliability of these dividends affects expected return and perceived risk.
adjusted ebitdafinancial
"goal of adjusted EBITDA and net operating income profitability in 2026."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
net operating incomefinancial
"goal of adjusted EBITDA and net operating income profitability in 2026."
Net operating income is the profit a business makes from its core operations after subtracting the costs directly related to running those operations, but before accounting for taxes, interest, or other expenses. It shows how efficiently a company is generating income from its main activities. Investors use this figure to assess the company's operational performance and profitability.
resale registration statementregulatory
"The Company filed a resale registration statement related to these transactions"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
unsecured corporate notesfinancial
"holders of Caliber’s unsecured corporate notes have been made an offer to"
Unsecured corporate notes are debt securities issued by a company that represent a promise to repay borrowed money with interest but are not backed by any specific asset as collateral. Think of them as an IOU from the company rather than a loan secured by a house or equipment; because there’s no asset to seize if the company fails, they typically carry higher interest and higher risk. Investors watch them to judge credit risk, expected income, and where these claims rank compared with other debts in a default.
cumulative preferredfinancial
"provides for a 12% annual cumulative preferred stock dividend and is"
A cumulative preferred is a type of preferred share that guarantees any missed dividend payments accumulate and must be paid out before common shareholders receive dividends. Think of it like a recurring bill that, if skipped, piles up and must be settled later; this gives investors greater protection for income and higher priority for payouts in a liquidation, making it attractive to those seeking steady, more secure cash returns.
Corporate debt has been reduced by $5.3 million since October 2025
SCOTTSDALE, Ariz., 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, (“The Program”).
The most recent round resulted in the conversion of approximately $1.9 million of unsecured corporate notes into shares of Caliber’s Class A common stock in a voluntary conversion program elected by the individual noteholders. In addition, approximately $1.5 million of notes were converted into Series AAA Convertible Preferred Stock (“AAA”).
Together, these actions have reduced Caliber’s corporate debt by approximately $3.4 million in the current round of the program and approximately $5.3 million in total since October 2025.
Series AAA Convertible Preferred Stock Authorization
As noted in Caliber’s recent annual earnings call, the Board of Directors recently authorized the creation of Series AAA Convertible Preferred Stock to facilitate debt reduction by converting short term, unsecured notes to perpetual preferred equity.
The holders of Caliber’s unsecured corporate notes have been made an offer to voluntarily convert their notes into AAA, which provides for a 12% annual cumulative preferred stock dividend and is convertible into Caliber Class A Common Shares in three distinct tranches.
The first tranche allows for one third of the preferred stock to be converted at $2.50 per share of common stock. The second tranche allows for one third of the preferred stock to be convertible at $3.50 per share of common stock. The third tranche allows for one third of the preferred stock to be convertible at $4.50 per share of common stock.
Management Commentary
“Reducing corporate debt remains a priority for us as we continue to strengthen the foundation of the business,” said Chris Loeffler, Chief Executive Officer of Caliber. “We’ve made meaningful progress through this program, and we intend to continue executing in a disciplined way to improve our balance sheet and reduce interest expense as we advance toward Caliber’s stated goal of adjusted EBITDA and net operating income profitability in 2026.”
The Company filed a resale registration statement related to these transactions on April 13,2026.
About Caliber (CaliberCos Inc.)
Caliber (Nasdaq: CWD) is a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets and a 17-year track record investing in middle-market hospitality and multifamily real estate. The Company operates an institutional-quality asset management platform paired with a boutique, hands-on investment approach focused on value creation in underserved market segments. In 2025, Caliber integrated digital asset infrastructure into its platform by investing in LINK, the token underlying Chainlink, a key technology enabling real estate fund tokenization, and is implementing blockchain and tokenization strategies across its investment platform to enhance how assets are financed, owned, and accessed. Investors can participate in Caliber through its publicly traded equity (Nasdaq: CWD), which provides exposure to both its real estate platform and digital asset holdings, and through its private real estate investment funds for accredited investors and financial professionals.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much debt did Caliber (CWD) eliminate in the April 2026 conversion round?
About $3.4 million of corporate debt was eliminated in the April 2026 round. According to the company, that amount includes both common stock conversions and conversions into Series AAA preferred stock.
What are the key terms of Caliber's Series AAA convertible preferred stock (CWD)?
Series AAA carries a 12% annual cumulative dividend and is perpetual. According to the company, it converts in three tranches at $2.50, $3.50 and $4.50 per Class A share.
How much total debt reduction has Caliber (CWD) achieved since October 2025?
Caliber reports a total corporate debt reduction of approximately $5.3 million since October 2025. According to the company, reductions reflect multiple voluntary noteholder conversions.
Will the Series AAA conversions dilute Caliber (CWD) Class A shareholders?
Yes, conversions can dilute Class A shareholders depending on tranche conversions. According to the company, one-third converts at each tranche price, increasing share count if exercised.
Did Caliber (CWD) take regulatory steps to enable resale of converted securities?
Yes, Caliber filed a resale registration statement on April 13, 2026. According to the company, the filing facilitates resale of shares issued under the conversion program.
