CaliberCos SEC Filings

Form 4 snapshot – CaliberCos Inc. (CWD)

Director Lawrence X. Taylor III reported an option grant on 17 June 2025 under the company’s 2024 Equity Incentive Plan. The filing discloses the acquisition of 5,052 employee stock options with an exercise price of $3.55 per share and an expiration date of 17 June 2035. The options were acquired as part of normal board compensation; no shares were sold.

Following the transaction, Taylor directly holds 14,821 derivative securities linked to CWD Class A common stock. No non-derivative share transactions were reported. The filing does not reference any Rule 10b5-1 trading plan and does not alter Taylor’s status as a company director.

Because the transaction is a routine equity incentive grant with a modest size relative to CaliberCos’ public float, market impact is expected to be immaterial.

CaliberCos Inc. (CWD) – Form 4 insider filing

Director Daniel Paul Hansen reported one transaction dated June 17, 2025. The company granted him 5,052 employee stock options under the 2024 Equity Incentive Plan. The options carry an exercise price of $3.55 per share and expire on June 17, 2035.

Following this grant, Hansen beneficially owns 14,823 derivative securities (options) related to CaliberCos Class A common stock. The filing lists ownership as direct; no indirect holdings or sales were disclosed, and no non-derivative share transactions were reported.

The Form 4 indicates routine director compensation rather than an open-market purchase or sale. No Rule 10b5-1 trading plan was marked, and there were no amendments to prior filings.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering $250,000 of Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Alnylam Pharmaceuticals, Inc. (ALNY). The notes are part of the issuer’s Medium-Term Senior Notes, Series N, and are offered under a 424(b)(2) prospectus supplement.

Economics

• Denomination: $1,000 per security.
• Issue price: $1,000; estimated value on the pricing date: $964.60 (reflects distribution/hedging costs and internal funding rate).
• Underwriting fee: up to $20 (2.0%) per note; net proceeds to issuer: $980.
• Initial underlying value (ALNY close 30-Jun-2025): $326.09.

Coupon mechanics

• Quarterly contingent coupon of 3.00% of par (12.00% p.a.) paid only if ALNY’s closing price on the relevant valuation date is ≥ the coupon barrier of $195.654 (60 % of initial value).
• If the barrier is breached, that coupon period pays $0; missed coupons are not recaptured.

Autocall feature

• On each valuation date from 30-Sep-2025 to 30-Mar-2028, the notes autocall at par (plus coupon) if ALNY ≥ initial value. Early redemption shortens the maximum coupon horizon.

Principal repayment at maturity (6-Jul-2028)

• If not previously called and final ALNY price ≥ final barrier of $195.654 (60 % of initial): receive par plus final coupon.
• If final price < barrier: receive $1,000 × (1 + underlying return), exposing investors to full downside, potentially zero.

Risk profile

• No principal protection; up to 100 % loss possible.
• High probability of missed coupons if ALNY stays below the 60 % threshold.
• Credit exposure to Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
• No listing; secondary market liquidity depends solely on CGMI.
• Tax treatment uncertain; issuer intends to treat coupons as ordinary income.

Key dates: Pricing 30-Jun-2025; Issue 3-Jul-2025; first valuation/autocall 30-Sep-2025; maturity 6-Jul-2028.

The product targets investors seeking enhanced income versus conventional Citi debt but who can tolerate equity risk in a single biotech name, potential illiquidity, and complex tax treatment.

CaliberCos Inc. (NASDAQ: CWD) filed an 8-K disclosing a corporate governance change approved by its Board on June 16, 2025. The Board amended Section 2.07 of the Company’s Amended and Restated Bylaws to revise the shareholder meeting quorum requirement. The new threshold is 33.3% of outstanding voting shares, present in person or by proxy, whereas the prior bylaws required a majority (>50%). The change is documented in a Certificate of Adoption attached as Exhibit 3.1 and becomes effective immediately.

This adjustment lowers the minimum shareholder presence needed to conduct official business at future shareholder meetings, potentially reducing the Company’s costs and scheduling risk associated with adjourned meetings that fail to achieve a majority quorum. Conversely, it raises governance considerations because fewer shares are required to pass ordinary business resolutions.

No financial metrics, earnings data, or transactional details were included in the filing. Other than the bylaw amendment, the 8-K lists standard exhibits, including Inline XBRL cover page data (Exhibit 104). The report was signed by CEO John C. Loeffler II on June 20, 2025.