CaliberCos SEC Filings

CaliberCos Inc. (S-3) describes the company’s fee-based private equity real estate platform and the securities being registered. The filing details multiple revenue streams: organizational and offering fees recognized at contract completion; fund management fees generally of 1.0%–1.5% of unreturned capital (and 0.7% of enterprise value for the Caliber Hospitality Trust); financing fees recognized at loan closing and fees for guaranteeing loans; real estate development and construction management fees of up to 4.0% each (combined up to 6%); brokerage fees at fixed rates for transactions; and performance allocations typically of 15.0%–35.0% of cash distributions after fund preferred returns.

The filing lists 4,598,509 shares of Class A common stock issued and outstanding as of September 23, 2025, and enumerates potential additional shares from preferred stock conversions, options, RSUs, warrants, convertible debt, a $25 million equity purchase agreement, Rights and plan reserves. The document also describes certain corporate governance and regulatory exemptions available to smaller or emerging reporting companies and specifies redemption fee schedules of 10%, 8%, and 6% depending on timing.

CaliberCos Inc. prospectus supplement (Form 424B5) describes an "at-the-market" offering of up to $10,333,203 of Class A common stock (up to 5,531,691 shares assuming a $7.45 price). The company intends to use most net proceeds to acquire digital assets, beginning with LINK, with remaining proceeds for working capital and its core business. The document details asset management revenue streams: fund set-up fees recognized at completion; fund management fees generally of 1.0%–1.5% of unreturned capital (and 0.7% of enterprise value for Caliber Hospitality Trust); financing fees recognized at loan closing; development/construction fees typically 4.0% of project costs; brokerage fees at fixed rates; and performance allocations of 15%–35% of cash distributions after preferred returns, where preferred returns range from 6%–12%. The Sales Agents (R.F. Lafferty & Co. Inc. and The Benchmark Company, LLC) act as underwriters using reasonable best efforts and are indemnified by the company. Financial statements are audited by Deloitte & Touche LLP and multiple SEC filings are incorporated by reference.

CaliberCos Inc. discloses multiple classes of potential dilution tied to outstanding convertible securities, options, warrants, rights and reserved plan shares. The filing lists specific issuable amounts including 135,440 option shares, 241,060 RSU shares, 129,432 warrant shares, 134,284 shares from convertible debt, and 124,419 shares reserved under the 2024 Equity Incentive Plan. It also notes 965,714 shares were issued under an Equity Purchase Agreement with Mast Hill at a weighted average sales price of $2.56. The document references additional Rights, a $25 million Equity Purchase Agreement capacity, related registration information, and a cross-reference to the company’s Form 8-A description of capital stock.