[8-K] CaliberCos Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Regained Nasdaq compliance: Stockholders’ equity reached $6,087,000 as of the September 30, 2025 Form 10-Q, restoring compliance with the $2,500,000 Nasdaq Listing Rule 5550(b)(1) threshold.

Negative

• None.

Insights

Equity & Listings Analyst

CaliberCos restores Nasdaq equity compliance, removing near-term delisting risk.

CaliberCos Inc. had been below Nasdaq’s required stockholders’ equity threshold of $2,500,000 under Listing Rule 5550(b)(1), triggering a deficiency notice on August 27, 2025. Falling below this level can ultimately lead to delisting if not corrected.

Nasdaq now states that, based on the company’s Form 10-Q for the period ended September 30, 2025, CaliberCos reported stockholders’ equity of $6,087,000. This level satisfies the rule, and Nasdaq has determined the company has regained compliance and closed the matter, meaning its Class A Common Stock (CWD) continues to qualify for listing on The Nasdaq Stock Market.

The company disclosed this outcome through a Form 8-K and a press release dated November 18, 2025. Subsequent periodic reports will show whether stockholders’ equity remains above the required threshold over time.

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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):

November 17, 2025

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed on that certain Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 27, 2025, on August 27, 2025, CaliberCos Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”).

On November 17, 2025, the Company received a letter from Nasdaq stating that based on the Company’s Form 10-Q for the period ended September 30, 2025, evidencing stockholders’ equity of $6,087,000, the Staff has determined that the Company has regained compliance with the Listing Rule. Nasdaq has closed the matter.

Item 7.01 Regulation FD Disclosure.

On November 18, 2025, the Company issued a press release announcing that the Company has regained compliance with the Listing Rule.

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 November 18, 2025
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: November 18, 2025
			By:			/s/ John C. Loeffler, II
			Name:			John C. Loeffler, II
			Title:			Chief Executive Officer

FAQ

What did CaliberCos Inc. (CWD) announce in this Form 8-K?

CaliberCos Inc. reported that Nasdaq has determined the company has regained compliance with Nasdaq Listing Rule 5550(b)(1) regarding minimum stockholders’ equity and has closed the compliance matter.

Why was CaliberCos Inc. (CWD) at risk of Nasdaq delisting?

On August 27, 2025, CaliberCos Inc. received a notice from Nasdaq that its stockholders’ equity had fallen below the $2,500,000 minimum required by Listing Rule 5550(b)(1) for continued listing.

How did CaliberCos Inc. regain compliance with Nasdaq’s equity rule?

Based on its Form 10-Q for the period ended September 30, 2025, CaliberCos reported $6,087,000 in stockholders’ equity. Nasdaq determined this satisfies Listing Rule 5550(b)(1), so the company is back in compliance.

What is Nasdaq Listing Rule 5550(b)(1) mentioned for CWD?

Nasdaq Listing Rule 5550(b)(1) sets a minimum stockholders’ equity requirement of $2,500,000 for companies listed on The Nasdaq Capital Market. CaliberCos fell below this level but has now exceeded it again.

Did Nasdaq close its compliance review of CaliberCos Inc. (CWD)?

Yes. Nasdaq sent a letter on November 17, 2025 stating that CaliberCos has regained compliance with Listing Rule 5550(b)(1) and that Nasdaq has closed the matter.

How did CaliberCos Inc. publicly communicate the compliance update?

CaliberCos issued a press release on November 18, 2025 announcing that it had regained compliance with the Nasdaq stockholders’ equity listing requirement, which was furnished as Exhibit 99.1.