Caliber (NASDAQ: CWD) sells Holiday Inn Ocotillo for $13M via CHT

Rhea-AI Filing Summary

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.

FALSE000162728200016272822026-02-272026-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

February 27, 2026

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41703						47-2426901
(Commission File Number)						(IRS Employer Identification No.)

8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ						85258
(Address of Principal Executive Offices)						(Zip Code)

(480) 295-7600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols			Name of each exchange on which registered
Class A Common Stock, par value $0.001			CWD			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure.

On February 27, 2026, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing the sale of the Holiday Inn Ocotillo for $13.0 million. The asset was owned by Caliber Hospitality Trust, Inc. (“CHT”). Caliber intends to recycle the proceeds from the sale, combine them with new equity raised through in-house capital markets platform and institutional partnerships, and begin expanding the CHT portfolio in 2026.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Exhibit
99.1						Press release dated February 27, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CaliberCos Inc.
Date: February 27, 2026
			By:			/s/ John C. Loeffler, II
			Name:			John C. Loeffler, II
			Title:			Chief Executive Officer

Exhibit 99.1

Caliber Completes Sale of Holiday Inn Ocotillo for $13.0 Million and Positions Caliber Hospitality Trust for 2026-2027 Expansion

SCOTTSDALE, AZ, Feb. 27, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate investor, developer, and manager, today announced the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million. The asset was owned by Caliber Hospitality Trust, Inc. (CHT); Caliber’s private Umbrella Partnership C-Corporation (Up-C) vehicle focused on transformational and value enhancing opportunities in the hospitality space.

“This transaction reflects the discipline of our acquisition and repositioning strategy,” said Chris Loeffler, Chief Executive Officer of Caliber. “We acquired the property prior to COVID, navigated through one of the most disruptive periods in the history of the hospitality industry, and exited the investment at a time when we are seeing better uses of capital. We now turn our attention back to growth as we enter a market full of new opportunities to create value for CHT.”

Caliber intends to recycle proceeds from the Holiday Inn Ocotillo sale, combine them with new equity raised through its in-house capital markets platform and institutional partnerships, and begin expanding the CHT portfolio in 2026.

Reintroducing the Caliber Hospitality Trust (CHT) Strategy

CHT was formed as an institutional-grade acquisition platform designed to aggregate branded, cash-flowing hotels through tax-efficient hotel contribution transactions, strategic value-add acquisitions, select development opportunities, and strategic partnerships.

During 2024 and 2025, Caliber focused on the structuring of CHT and evaluating multiple initial contribution and acquisition opportunities to create greater scale. As hotel profitability declined nationally amid rising interest rates and margin compression, many of those opportunities no longer met the objectives for CHT and CHT elected not to close on certain transactions that no longer met our return thresholds. Capital structures remain challenged across the sector, and 2026–2027 represents a more compelling acquisition window than prior years.

Many hotels today generate positive property-level cash flow but face upcoming loan maturities, and brand-mandated property improvement plans and inefficient operating structures. CHT is designed to provide flexible solutions to contributors of hotels, including potential tax-advantaged exchange transactions, debt restructuring or replacement, collaboration with brands to capitalize required improvements, renovation expertise, and institutional quality asset management to support existing management teams.

CHT’s acquisition strategy is centered on maximizing distributable cash flow relative to equity deployed, with a focus on disciplined underwriting, value add renovations, relentless focus on asset management, balance sheet stability, to affect a scalable portfolio strategy.

CHT Positioned to Drive Shareholder Value for Caliber Shareholders

As the sponsor of CHT and owner of the external advisor to the Trust, Caliber generates revenue through asset management fees, performance-based incentives, and potential balance sheet participation. Growth of the Trust’s asset base and cash flow is expected to contribute to increased recurring revenue and operating leverage at the Caliber level.

CHT is designed to grow at an institutional scale. As the portfolio expands, CHT intends to evaluate liquidity pathways that may include a non-traded REIT structure, offering quarterly liquidity, with the long-term objective of achieving sufficient size and operating performance to pursue a public listing.

“We believe we are entering a period where disciplined buyers with flexible capital can create meaningful value in hospitality,” Loeffler added. “Our focus is on acquiring assets that generate strong cash flow per dollar of equity invested and building the Trust methodically, with long-term alignment between CHT’s investors and Caliber’s shareholders.”

About Caliber (CaliberCos Inc.)

Caliber (Nasdaq: CWD) is an alternative investment manager with over $2.9 billion in Managed Assets and a 16-year track record in private equity real estate investing across hospitality, multi-family, and industrial real estate. In 2025, Caliber became the firstU.S. public real estate platform to launch a Digital Asset Treasury strategy anchored in Chainlink (LINK). This initiative bridges real and digital asset investing through an equity-funded, disciplined approach that includes staking for yield. Investors can participate via Caliber’s publicly traded equity (Nasdaq: CWD) and private real estate funds. Learn more at caliberco.com.

About Caliber Hospitality Trust, Inc. (CHT)

Caliber Hospitality Trust, Inc. is a private Up-C (similar to an UPREIT) vehicle sponsored by Caliber and focused on acquiring and recapitalizing branded hotel assets across the United States. The Trust is structured to provide tax-efficient transaction alternatives for sellers while delivering investors exposure to the benefits of hospitality investing.

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.

CONTACTS:

Caliber Investor Relations

Ilya Grozovsky

+1 480-214-1915

Ilya@CaliberCo.com

Impact Partners Public Relations

Philip Robertson

Probertson@Impactpartners.llc

FAQ

What did Caliber (CWD) announce in this Form 8-K?

Caliber announced it completed the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million. The hotel was owned by Caliber Hospitality Trust (CHT), a private vehicle focused on transformational hospitality investments sponsored and advised by Caliber.

How does Caliber (CWD) plan to use the $13.0 million Holiday Inn sale proceeds?

Caliber intends to recycle the Holiday Inn Ocotillo sale proceeds into new hospitality investments within Caliber Hospitality Trust. It plans to combine those proceeds with equity raised via its in-house capital markets platform and institutional partnerships to expand the CHT portfolio beginning in 2026.

What is Caliber Hospitality Trust (CHT) and how is it related to CWD?

Caliber Hospitality Trust is a private Up-C vehicle sponsored by Caliber and focused on acquiring and recapitalizing branded hotel assets. Caliber acts as sponsor and external advisor, earning asset management fees, performance incentives, and potential balance sheet participation as CHT’s portfolio and cash flows grow.

What acquisition strategy does CHT follow according to Caliber (CWD)?

CHT targets branded, cash-flowing hotels using tax-efficient contribution transactions, strategic value-add acquisitions, select development, and partnerships. Its strategy emphasizes disciplined underwriting, value-add renovations, strong asset management, and balance sheet stability to maximize distributable cash flow relative to equity deployed across a scalable portfolio.

How could CHT’s growth impact Caliber (CWD) over time?

As CHT’s asset base and cash flow increase, Caliber expects higher recurring revenue and operating leverage from advisory and incentive fees. CHT is designed to scale institutionally and may later evaluate liquidity options, including a non-traded REIT structure and, with sufficient size and performance, a potential public listing.

What scale and track record does Caliber (CWD) highlight in this disclosure?

Caliber notes over $2.9 billion in managed assets and a 16-year track record in private equity real estate across hospitality, multifamily, and industrial. It also references launching a Digital Asset Treasury strategy anchored in Chainlink, using an equity-funded approach that includes staking for yield.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 13.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB