Caliber (NASDAQ: CWD) trims $3.4M debt with note-to-equity conversions
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CaliberCos Inc. reported further progress in its debt reduction strategy by completing a second round of its Noteholder Conversion Program. In this round, approximately $1.9 million of unsecured corporate notes were converted into Class A common stock and approximately $1.5 million were converted into Series AAA Convertible Preferred Stock, reducing corporate debt by about $3.4 million.
In total, the program has cut debt by approximately $5.3 million since October 2025. The newly created Series AAA Convertible Preferred Stock carries a 12% annual cumulative dividend and can be converted into Class A common shares in three equal tranches at $2.50, $3.50, and $4.50 per share. The company also filed a resale registration statement related to these transactions and reiterated that reducing debt is a key step toward its goal of adjusted EBITDA and net operating income profitability in 2026.
Positive
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Negative
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8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Notes to common stock: approximately $1.9 million
Notes to preferred stock: approximately $1.5 million
Current round debt reduction: approximately $3.4 million
+6 more
9 metrics
Notes to common stock
approximately $1.9 million
Unsecured corporate notes converted into Class A common stock in second program round
Notes to preferred stock
approximately $1.5 million
Unsecured corporate notes converted into Series AAA Convertible Preferred Stock
Current round debt reduction
approximately $3.4 million
Debt reduced in the current Noteholder Conversion Program round
Total debt reduced
approximately $5.3 million
Cumulative reduction since October 2025 via the Noteholder Conversion Program
Preferred dividend rate
12% annual
Annual cumulative dividend on Series AAA Convertible Preferred Stock
First conversion tranche price
$2.50 per share
Conversion price for one third of Series AAA into Class A common
Second conversion tranche price
$3.50 per share
Conversion price for second third of Series AAA into Class A common
Third conversion tranche price
$4.50 per share
Conversion price for final third of Series AAA into Class A common
Managed assets
over $2.6 billion
Caliber’s Managed Assets across its real estate-focused platform
Key Terms
Noteholder Conversion Program, Series AAA Convertible Preferred Stock, annual cumulative preferred stock dividend, resale registration statement, +2 more
6 terms
Noteholder Conversion Program financial
"through the completion of the second round of Noteholder Conversion Program"
Series AAA Convertible Preferred Stock financial
"approximately $1.5 million of notes were converted into Series AAA Convertible Preferred Stock"
annual cumulative preferred stock dividend financial
"AAA, which provides for a 12% annual cumulative preferred stock dividend"
resale registration statement regulatory
"The Company filed a resale registration statement related to these transactions"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
Managed Assets financial
"a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets"
Managed assets are the financial investments—such as stocks, bonds, cash, or real estate—that a professional firm or advisor oversees and makes decisions about on behalf of clients. They matter to investors because the amount and performance of these assets influence a manager’s revenue, reputation, and the client’s potential returns, much like the size and health of a garden reflect a gardener’s skill and likely harvest.
tokenization technical
"implementing blockchain and tokenization strategies across its investment platform"
Tokenization is the process of converting real-world assets or rights into digital tokens stored on a computer network. This allows assets, such as property or investments, to be divided into smaller parts, making them easier to buy, sell, or transfer electronically. For investors, tokenization can increase access to a wider range of investments and make transactions faster and more efficient.
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):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| 85258 | ||||||||
| (Address of Principal Executive Offices) | ||||||||
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||
The | ||||||||
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 April 14, 2026, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announced continued progress on its corporate debt reduction strategy through the completion of the second round of its Noteholder Conversion Program, which resulted in the conversion of approximately $1.9 million of unsecured corporate notes into Caliber’s Class A common stock and conversion of approximately $1.5 million of unsecured corporate notes converted into Series AAA Convertible Preferred Stock.
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 April 14, 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: April 15, 2026 | ||||||||
| By: | /s/ John C. Loeffler, II | |||||||
| Name: | John C. Loeffler, II | |||||||
| Title: | Chief Executive Officer | |||||||
Exhibit 99.1
Caliber Advances Debt Reduction Strategy, Reducing Corporate Debt by an Additional $3.4 Million
SCOTTSDALE, AZ, April. 14, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced continued progress in its corporate debt reduction strategy through the completion of the second round of Noteholder Conversion Program, (“The Program”).
The most recent round resulted in the conversion of approximately $1.9 million of unsecured corporate notes into shares of Caliber’s Class A common stock in a voluntary conversion program elected by the individual noteholders. In addition, approximately $1.5 million of notes were converted into Series AAA Convertible Preferred Stock (“AAA”).
Together, these actions have reduced Caliber’s corporate debt by approximately $3.4 million in the current round of the program and approximately $5.3 million in total since October 2025.
Series AAA Convertible Preferred Stock Authorization
As noted in Caliber’s recent annual earnings call, the Board of Directors recently authorized the creation of Series AAA Convertible Preferred Stock to facilitate debt reduction by converting short term, unsecured notes to perpetual preferred equity.
The holders of Caliber’s unsecured corporate notes have been made an offer to voluntarily convert their notes into AAA, which provides for a 12% annual cumulative preferred stock dividend and is convertible into Caliber Class A Common Shares in three distinct tranches.
The first tranche allows for one third of the preferred stock to be converted at $2.50 per share of common stock. The second tranche allows for one third of the preferred stock to be convertible at $3.50 per share of common stock. The third tranche allows for one third of the preferred stock to be convertible at $4.50 per share of common stock.
Management Commentary
“Reducing corporate debt remains a priority for us as we continue to strengthen the foundation of the business,” said Chris Loeffler, Chief Executive Officer of Caliber. “We’ve made meaningful progress through this program, and we intend to continue executing in a disciplined way to improve our balance sheet and reduce interest expense as we advance toward Caliber’s stated goal of adjusted EBITDA and net operating income profitability in 2026.”
The Company filed a resale registration statement related to these transactions on April 13, 2026.
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 operates an institutional-quality asset management platform paired with a boutique, hands-on investment approach focused on value creation in underserved market segments. In 2025, Caliber integrated digital asset infrastructure into its platform by investing in LINK, the token underlying Chainlink, a key technology enabling real estate fund tokenization, and is implementing blockchain and tokenization strategies across its investment platform to enhance how assets are financed, owned, and accessed. Investors can participate in Caliber through its publicly traded equity (Nasdaq: CWD), which provides exposure to both its real estate platform and digital asset holdings, and through its private real estate investment funds for accredited investors and financial professionals.
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
FAQ
What did CaliberCos Inc. (CWD) announce in this 8-K filing?
CaliberCos Inc. announced continued progress in its corporate debt reduction strategy. Through a second Noteholder Conversion Program round, it converted unsecured notes into equity securities, reducing corporate debt by about $3.4 million and approximately $5.3 million in total since October 2025.
How much corporate debt did CaliberCos (CWD) reduce through the latest conversion round?
The latest Noteholder Conversion Program round reduced Caliber’s corporate debt by approximately $3.4 million. This came from converting about $1.9 million of unsecured notes into Class A common stock and about $1.5 million of unsecured notes into Series AAA Convertible Preferred Stock.
What are the key terms of Caliber’s Series AAA Convertible Preferred Stock?
Caliber’s Series AAA Convertible Preferred Stock pays a 12% annual cumulative dividend. It is convertible into Class A common shares in three equal tranches, at conversion prices of $2.50, $3.50, and $4.50 per share, helping shift short-term unsecured notes into perpetual preferred equity.
How much total debt has CaliberCos (CWD) reduced through its Noteholder Conversion Program?
CaliberCos has reduced its corporate debt by approximately $5.3 million in total through the Noteholder Conversion Program. This figure includes the current round’s $3.4 million reduction and prior conversions completed since October 2025 focused on unsecured corporate notes.
What financial objective did Caliber’s management connect to its debt reduction efforts?
Management linked the debt reduction program to strengthening the company’s balance sheet and lowering interest expense. The CEO referenced these steps as part of advancing toward Caliber’s stated goal of achieving adjusted EBITDA and net operating income profitability in 2026.
How large is CaliberCos Inc.’s asset management platform mentioned in the filing?
CaliberCos Inc. describes itself as a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets. It highlights a 17-year track record investing mainly in middle-market hospitality and multifamily real estate across its platform.