Welcome to our dedicated page for CaliberCos SEC filings (Ticker: CWD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CaliberCos Inc. (CWD) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as a Nasdaq Capital Market issuer. Caliber, an alternative asset manager with a private equity real estate platform and a Digital Asset Treasury strategy anchored in Chainlink’s LINK token, uses filings such as Form 8-K to report material events, capital structure changes, and key business updates.
Investors reviewing CWD filings will find multiple Form 8-K reports describing topics like equity offerings, a note conversion program that allows holders of certain unsecured promissory notes to convert into Class A common stock, and the resulting impact on debt levels and stockholders’ equity. Other 8-K filings discuss Nasdaq Listing Rule 5550(b)(1) stockholders’ equity compliance, including prior notifications of deficiency and subsequent confirmation that Caliber regained compliance based on reported equity levels.
Caliber also uses Form 8-K to furnish press releases about its financial results, including quarterly earnings, preliminary estimates, and supplemental information on its asset management "Platform" performance. Additional filings cover the launch and evolution of its Digital Asset Treasury strategy, including strategic purchases of LINK tokens, staking activity with Chainlink node operators, and the selection of institutional trading and custody platforms such as Coinbase Prime and StoneX.
Through Stock Titan, users can monitor new Caliber filings as they appear on EDGAR and use AI-powered summaries to quickly understand the significance of each document. This includes identifying how specific filings relate to capital management, digital asset holdings, listing status, and the performance of Caliber’s asset management platform. Filings related to insider transactions (Form 4), annual reports (Form 10-K), and quarterly reports (Form 10-Q), when available, can be reviewed alongside 8-Ks to build a more complete picture of CWD’s regulatory and financial history.
CaliberCos Inc. has completed the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million through its private vehicle, Caliber Hospitality Trust (CHT). The company plans to recycle the sale proceeds, add new equity from its capital markets platform and institutional partners, and begin expanding the CHT hotel portfolio in 2026.
The filing explains that CHT is an institutional-grade platform designed to acquire and recapitalize branded, cash-flowing hotels using tax-efficient structures, value-add acquisitions, select development and strategic partnerships. As CHT grows, Caliber, as sponsor and external advisor, earns asset management and performance fees and may benefit from balance sheet participation, with potential future liquidity paths that could include a non-traded REIT and, longer term, a public listing.
CaliberCos Inc. held a special stockholder meeting and approved major changes to its capital structure and equity compensation. Stockholders amended the charter to increase authorized Class A common stock from 100,000,000 to 500,000,000 shares, effective January 31, 2026, providing a much larger pool of shares the company can issue in the future.
They also approved an amendment to the 2024 Equity Incentive Plan adding 1,000,000 Class A shares for awards and establishing annual increases from January 1, 2027 through January 1, 2034 equal to 15% of outstanding Class A shares on the prior year-end. A proposal to allow stockholder action by less than unanimous written consent did not receive the required 66 2/3% support and failed.
CaliberCos Inc. filed a Form 8-K to disclose that on February 3, 2026 it posted on its website a letter from Chief Executive Officer Chris Loeffler to shareholders and partners. The letter shares his reflections on the company’s 2025 performance and his outlook for 2026.
The CEO letter is furnished, not filed, as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure), meaning it is provided for informational purposes and is not automatically incorporated into other securities law filings.
CaliberCos Inc. is calling a virtual special stockholder meeting on January 30, 2026 to vote on several significant capital and governance changes. Stockholders are asked to approve an amendment to increase authorized Class A common stock from 100,000,000 to 500,000,000 shares, giving the company more flexibility to issue equity for financing, acquisitions and other corporate purposes.
They will also vote on allowing stockholder action by less than unanimous written consent and on amending the 2024 Equity Incentive Plan to add 1,000,000 Class A shares and introduce automatic annual increases from 2027 through 2034 equal to 15% of Class A shares outstanding at the prior year-end. A separate proposal would permit adjournment of the meeting to solicit additional proxies if needed. As of December 31, 2025, there were 6,534,319 Class A and 370,822 Class B shares outstanding, with CEO John C. Loeffler II and President Jennifer Schrader jointly controlling 54.3% of the total voting power through Class B stock.
CaliberCos Inc. reported that it has selected StoneX as an additional institutional platform for trading and custody to support its Digital Asset Treasury (DAT) strategy.
StoneX, through its Prime offering, will provide Caliber with access to deep liquidity and institutional-grade custody, using the same infrastructure trusted by some of the world’s largest financial institutions. The update was furnished as a Regulation FD disclosure via a press release attached as an exhibit, rather than being formally filed for liability purposes.
CaliberCos Inc. filed a current report describing a press release issued on December 11, 2025. The company announced that it has staked 75,000 LINK tokens directly with a leading Chainlink node operator, marking its first direct participation in the core infrastructure that secures the Chainlink Network. The press release is furnished as Exhibit 99.1 under Regulation FD and, along with the related disclosure, is not deemed filed for liability purposes under the Exchange Act or incorporated by reference into other securities law filings except if specifically referenced.
CaliberCos Inc. is registering 561,747 shares of Class A common stock for resale by existing noteholders, not for a new capital raise. These shares were issued in October 2025 when investors converted and canceled $1,897,504.55 of outstanding notes at conversion prices between $3.14 and $3.72 per share. Caliber will not receive proceeds from any resale, but has already benefited from extinguishing this debt.
As of October 29, 2025, Caliber had 5,574,821 Class A shares outstanding, and if all registered shares are sold, the Class A count would be 6,136,568. The company manages more than $2.9 billion in real estate managed assets and outlines fee-based revenue streams across fund management, development, construction, financing and brokerage.
Caliber also describes a new treasury policy to hold digital assets starting with Chainlink (LINK), a $10,333,203 at-the-market equity program, and recent preferred stock financings, while highlighting its status as an emerging growth and smaller reporting company, which allows reduced disclosure obligations.
CaliberCos Inc. (CWD) reports that it has regained compliance with Nasdaq’s stockholders’ equity listing standard. The company previously received a notice on August 27, 2025 that its stockholders’ equity was below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1). Based on its Form 10-Q for the period ended September 30, 2025, CaliberCos reported stockholders’ equity of $6,087,000, and Nasdaq has confirmed the company is back in compliance and closed the matter. The company also issued a press release on November 18, 2025 to announce this development.
CaliberCos Inc. (CWD) filed its Q3 2025 report, highlighting weaker results and a going concern warning. Total revenue was $3.6 million, down from $11.3 million a year ago, driven by sharply lower hospitality and other consolidated fund revenues. The company reported a net loss attributable to CaliberCos Inc. of $4.4 million for the quarter and $14.1 million year-to-date.
Liquidity actions were significant. Caliber raised equity through an equity line and an at-the-market program, issuing 3,006,134 shares for $6.4 million and 886,437 shares for $5.9 million in Q3. It also reported $10.9 million in cash at September 30, 2025 and recognized a $0.7 million fair value loss on newly adopted digital assets (LINK) measurement. The company effected a 1-for-20 reverse stock split on May 2, 2025, and had 5,988,807 total common shares outstanding as of November 11, 2025.
Management disclosed “substantial doubt” about the company’s ability to continue as a going concern due to recurring losses and near-term note maturities, despite plans to refinance notes, convert debt to equity, and raise additional preferred and common equity.
CaliberCos Inc. (CWD) furnished third‑quarter results materials via a Form 8-K dated November 13, 2025. The company announced a press release and two supplemental packages covering Q3 financial results, including a separate update on its asset management “Platform” business.
The materials attached as Exhibits 99.1, 99.2, and 99.3 are incorporated by reference and are designated as furnished, not filed, under Items 2.02 and 7.01. Exhibit 104 contains the cover page Inline XBRL data.