Caliber (CWD) refinanced about $3.4 million of corporate notes and secured a six-month option to retire an additional approximately $9.1 million of notes at a discount for about $7.3 million in cash. Together, the program addresses approximately $12.5 million of corporate notes, including about $11.3 million, or roughly 54%, of the $21.1 million of unsecured corporate and convertible notes maturing within twelve months.
Approximately $2.9 million of principal was exchanged into new five-year amortizing notes at 6.0% interest, down from a weighted average 11.5%, cutting scheduled interest over five years to about $0.46 million from approximately $1.7 million. Around $0.6 million of notes converted into Series AAA Convertible Preferred Stock, reducing debt and annual interest expense by about $71,000. If the 80% payoff option on the $9.1 million is fully exercised, total annual interest savings could reach approximately $1.3 million and Caliber expects a gain on extinguishment of about $1.8 million.
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Positive
$2.9M of notes refinanced into 5-year 6.0% amortizing debt from ~11.5%
Five-year interest on refinanced notes reduced from ~$1.7M to ~$0.46M
$0.6M of notes converted into perpetual Series AAA preferred equity
Current actions remove about $0.2M of annual interest expense
Option to retire $9.1M of notes for ~$7.3M (80% of capital)
Full exercise of option would cut annual interest by an additional ~$1.0M and create ~$1.8M debt extinguishment gain
Negative
New amortizing notes raise annual cash debt service on $2.9M principal to ~$0.5M
Discounted payoff option expires after six months and does not extend maturities
Caliber has not yet raised all cash needed to exercise the $7.3M payoff option
Funding sources may include equity issuance, which would dilute existing shareholders
Estimated carried interest of ~$95.7M is not a receivable and may never be realized
News Explained
The additional $7.3 million payoff is optional and unfunded, while preferred-stock terms create conditional dilution for existing common holders.
Caliber has completed the refinancing and note-to-preferred-stock conversion, but the separate right to retire $9.1 million of notes for about $7.3 million remains optional rather than a committed payoff.
The converted Series AAA preferred stock reduces debt by about $0.6 million, carries a 12% non-cumulative dividend, and can convert into Class A common stock; dividends may also be paid in common shares, so either issuance would reduce existing holders’ percentage ownership under the disclosed dilution definition.
As of June 30, 2026, reported cash and equivalents were $1.826 million, while the optional payoff requires about $7.3 million; the company says it has not yet raised all cash needed to exercise it.
The named resolution point is the six-month exercise window: full or partial exercise would retire the participating notes, while no exercise would end the discount right and leave those notes outstanding; any equity funding would create the stated dilution risk.
Following this news, CWD has declined 0.02%, reflecting a mild negative market reaction.
Argus tracked a peak move of +1.7% during the session.
Our momentum scanner has triggered 2 alerts so far, indicating moderate trading interest and price volatility.
The stock is currently trading at $0.51.
Trading volume is elevated at 2.9x the average, suggesting increased selling activity.
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Market Context
A 21.43% decline followed the Aug 13 earnings report, which disclosed noteholder-conversion progress...
Analysis
A 21.43% decline followed the Aug 13 earnings report, which disclosed noteholder-conversion progress; this announcement supplied a subsequent update on that same debt-management effort, adding completed refinancing and a conditional discounted-payoff right.
Key Figures
Completed refinancing:$3.4 millionDiscounted payoff right:$9.1 million of notes for approximately $7.3 millionNear-term notes addressed:$11.3 million (54%)+5 more
Completed refinancing
$3.4 million
Corporate promissory notes
Discounted payoff right
$9.1 million of notes for approximately $7.3 million
Option exercisable during the following six months
Near-term notes addressed
$11.3 million (54%)
Of $21.1 million maturing within twelve months
New note terms
5 years at 6.0% per annum
Amortizing notes issued in exchange for approximately $2.9 million of principal
Five-year interest cost
$0.46 million vs. $1.7 million
73% reduction compared with prior notes at contract rates
Debt converted to equity
$0.6 million
Converted into Series AAA Convertible Preferred Stock
Series AAA dividend
12% annual non-cumulative dividend
Payable quarterly in cash or Class A common stock at the company's option
Potential annual interest reduction
$1.3 million
If the discounted payoff option is exercised in full
A debt instrument whose scheduled payments include both interest and portions of the principal so that the loan’s outstanding balance is gradually reduced and reaches zero at maturity. Like making regular mortgage payments instead of paying one big lump sum at the end, an amortizing note provides predictable cash flows for the borrower and lender and changes the timing of credit exposure and interest income for investors.
non-cumulative dividendfinancial
"carries a 12% annual, non-cumulative dividend payable quarterly"
A non-cumulative dividend is a payout on a share, typically a preferred share, that does not accumulate if the issuer skips or omits it; unpaid dividends are permanently lost and the company has no legal obligation to pay them later. For investors, this means dividend income from such shares can be less reliable than for cumulative dividends — like missing a scheduled payment with no "rain check" — which affects expected cash flow and income risk.
perpetual preferred stockfinancial
"The Series AAA is a perpetual preferred stock instrument"
A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.
standstill agreementsfinancial
"Holders of approximately $9.1 million of note principal have executed payoff option and standstill agreements"
A standstill agreement is a contract in which one party agrees to refrain from specified actions—commonly buying additional shares, launching a takeover bid, or enforcing certain rights—against another party for a fixed period. It matters to investors because it freezes part of the competitive or legal landscape while negotiations or restructuring proceed, which can affect share supply, potential changes in control, and the timing of corporate decisions; think of it as a temporary pause button that preserves the status quo while talks continue.
carried interestfinancial
"realization of a portion of the Company's estimated carried interest"
Carried interest is a share of the profits earned by investment managers from the investments they oversee, serving as their reward for successful performance. It functions like a bonus that motivates managers to maximize returns for investors, similar to earning a commission based on performance. This income is often taxed at a lower rate than regular income, making it a significant aspect of investment compensation.
Program addresses approximately 54% of the $21.1 million of notes the Company has disclosed as maturing within twelve months
SCOTTSDALE, Ariz., Sept. 14, 2026 (GLOBE NEWSWIRE) -- Caliber (Nasdaq: CWD), a real estate-focused alternative asset manager, today announced that it has completed the refinancing of approximately $3.4 million of its corporate promissory notes, and has executed agreements with holders of an additional approximately $9.1 million of notes granting Caliber the right, exercisable over the next six months, to retire those notes in full for approximately $7.3 million in cash. Together the two elements address approximately $12.5 million of corporate notes, including approximately $11.3 million, or approximately 54%, of the $21.1 million of unsecured corporate and convertible notes that the Company disclosed as maturing within twelve months in its most recent periodic report.
“Our noteholders funded growth capital in Caliber's early days and assisted the Company to grow its direct ownership of its underlying funds and real estate assets, grow Managed Assets year after year, and finance corporate operations,” said Chris Loeffler, Chief Executive Officer of Caliber. “We are grateful for their capital and their trust in Caliber, and for their engagement through this process. At the program's conclusion we expect to have all corporate notes repaid or refinanced into long-dated maturities, which we believe will strengthen the Company overall, match maturities to the underlying use of capital, and make Caliber more attractive as a real estate asset manager.”
New amortizing note - 5 years with 6% interest Approximately $2.9 million of note principal was exchanged for new five-year notes bearing interest at 6.0% per annum and amortizing monthly in principal and interest. The weighted average interest rate on the exchanged notes was approximately 11.5%. Over the five-year term, the new notes are scheduled to pay approximately $0.46 million of interest, compared with approximately $1.7 million had the prior notes remained outstanding at their contract rates over the same period, a 73% reduction over five years.
The exchange into amortizing notes does not reduce indebtedness at closing. Principal indebtedness will be reduced on a scheduled path retiring it in full over five years. By amortizing the notes, Caliber reduced the associated note interest rate by approximately 48%, lowering interest expense on that principal by approximately $.16 million in the first year. It also raises scheduled cash debt service on that principal to approximately $0.5 million a year. Caliber accepted the higher cash requirement in exchange for the reduced interest rate and a defined path to strengthening Caliber's balance sheet.
The notes being restructured primarily funded long-dated investments held by the Company. Replacing obligations that mature within twelve months with five-year amortizing notes, perpetual preferred equity and payoffs funded from asset-level realizations aligns the Company's obligations with the horizon of the assets that capital was invested in.
Convertible preferred stock Approximately $0.6 million of note principal was converted into shares of the Company's Series AAA Convertible Preferred Stock. The Series AAA is a perpetual preferred stock instrument which carries a 12% annual, non-cumulative dividend payable quarterly, at the Company's option, in cash or in shares of Class A common stock and is convertible into Class A common stock in three tranches at $2.50, $3.50 and $4.50 per share.
The Series AAA is treated as equity on the Company’s balance sheet because it is perpetual and carries no mandatory redemption date. The conversion reduces the Company's debt by approximately $0.6 million, increases equity by the same amount, and removes approximately $71,000 of annual interest expense, replacing a mandatory cash interest obligation with a non-cumulative dividend the Company may elect to pay in shares rather than cash.
Together, the refinancing and the conversion remove approximately $0.2 million of annual interest expense.
What right has been secured Holders of approximately $9.1 million of note principal have executed payoff option and standstill agreements. Under those agreements Caliber has the right, but not the obligation, to retire those notes in full satisfaction for 80% of unreturned capital, or approximately $7.3 million in cash, at any time during the six months following execution. Caliber may exercise in whole or in part. If Caliber exercises in full, the retirement would reduce corporate note obligations by approximately $9.1 million and eliminate approximately $1.0 million of additional annual interest expense, bringing the total annual reduction to approximately $1.3 million when combined with the new five-year notes.
During the six-month period, Caliber continues to pay interest to the participating holders at their existing contract rates on the full outstanding principal balance of their notes, and not on the discounted payoff amount, and those holders have agreed to forbear from exercising remedies. The agreements do not extend the stated maturity of any note. If Caliber does not exercise within the six-month period, the right to retire the notes at a discount terminates, the forbearance terminates, and the notes remain outstanding in accordance with their terms.
Caliber has not yet raised all of the cash required to exercise. The Company expects to fund any exercise from a combination of sources. Approximately $38 million of Caliber's capital is invested alongside its investors in the real estate assets and funds the Company manages. This balance is carried in Other Assets on the Company's balance sheet. The $38 million in capital sits within a platform holding approximately $495.6 million of Managed Capital and approximately $737.2 million of fair value assets under management as of June 30, 2026. It is not liquid and cannot be withdrawn on demand. It is returned to the parent company when an underlying asset is sold or refinanced, or through distributable cash flow from an asset, and the Company is pursuing each of those in the ordinary course of its business.
Other expected sources for note repayment include sales of real estate held directly by the Company, realization of a portion of the Company's estimated carried interest, which the Company valued at approximately $95.7 million as of June 30, 2026, new financings and existing capital facilities. Estimated carried interest is not a receivable, is subject to the performance and disposition of the underlying assets and may never be realized.
No assurance can be given that Caliber will obtain that funding on acceptable terms, within the six-month period, or at all. If a source of funding involves the issuance of equity securities, the Company's existing stockholders would experience dilution.
Because the payoff agreements grant Caliber an option rather than create an obligation, the Company does not expect to recognize a gain on extinguishment of debt upon execution of the agreements. A gain would be recognized if and when the Company exercises and funds a payoff, and would be measured by the difference between the carrying amount of the notes retired and the amount paid. If Caliber were to exercise in full at the amounts described above, the Company expects that gain would be approximately $1.8 million.
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 pairs an institutional-quality asset management platform with a boutique, hands-on investment approach focused on value creation in underserved market segments. Investors can participate in Caliber through its publicly traded equity (Nasdaq: CWD), and through its private real estate investment funds for accredited investors and financial professionals. For more information, visit caliberco.com.
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 Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, 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. Nothing in this press release is an offer to sell, or a solicitation of an offer to buy, any security. Caliber Tokenization Services provides technology and administrative services, and tokenization does not guarantee any outcome, including liquidity.
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How does the new five-year amortizing note structure affect Caliber's cash flows?
The exchange of approximately $2.9 million of note principal into new five-year amortizing notes at 6.0% interest reduces the interest rate by about 48% and cuts scheduled five-year interest to roughly $0.46 million from around $1.7 million. However, scheduled cash debt service on that principal rises to approximately $0.5 million per year as Caliber repays principal and interest monthly over the five-year term.
What are the key terms of Caliber's Series AAA Convertible Preferred Stock issued in this transaction?
Approximately $0.6 million of note principal was converted into Series AAA Convertible Preferred Stock, a perpetual instrument treated as equity that has no mandatory redemption date. It carries a 12% annual, non-cumulative dividend, payable quarterly in cash or, at Caliber's option, in Class A common stock. It is convertible into Class A common stock in three tranches at $2.50, $3.50 and $4.50 per share. The conversion removes about $71,000 of annual interest expense and replaces it with a discretionary dividend.
How does the six-month discounted payoff option on the $9.1 million of notes work?
Holders of about $9.1 million of note principal granted Caliber a payoff option and standstill. For six months after execution, Caliber may, in whole or in part, retire those notes in full satisfaction for 80% of unreturned capital, or roughly $7.3 million in cash. During this period, Caliber continues to pay interest at existing contract rates on the full outstanding principal, and participating holders forbear from exercising remedies. The agreements do not extend stated maturities; if Caliber does not exercise within six months, the option and forbearance terminate and the notes continue under their original terms.
What funding sources does Caliber expect to use to exercise the discounted payoff option if it chooses to do so?
Caliber has not yet raised all of the cash required and expects to fund any exercise from several sources. These include cash returned when real estate assets or funds it manages are sold or refinanced, distributable cash flow from assets in which it has approximately $38 million invested alongside investors, sales of real estate held directly by the company, realization of a portion of estimated carried interest valued at about $95.7 million as of June 30, 2026, new financings, and existing capital facilities. The company cautions there is no assurance it will obtain funding on acceptable terms, within the six-month period, or at all.
Why does Caliber not recognize a gain on extinguishment of debt when signing the payoff option agreements?
Because the payoff agreements grant Caliber an option rather than create an obligation to repurchase the notes, no gain on extinguishment of debt is recognized upon execution. A gain would only be recognized if and when Caliber exercises the option and funds a payoff, measured by the difference between the carrying amount of the notes retired and the cash paid. If exercised in full at the described amounts, Caliber expects this gain would be approximately $1.8 million.
How do these note actions affect Caliber's alignment of liabilities with its real estate investments?
The company states that the notes being restructured primarily funded long-dated investments. By replacing obligations maturing within twelve months with five-year amortizing notes, perpetual preferred equity and potential payoffs funded from asset-level realizations, Caliber aims to better match the maturities of its obligations with the time horizon of the assets in which the capital was invested.
