[8-K] CaliberCos Inc. Reports Material Event

Rhea-AI Filing Summary

CaliberCos Inc. (Nasdaq: CWD) filed a Form 8-K on 1 July 2025 detailing a chief operating officer transition effective 7 July 2025.

Departure: The company delivered notice of termination to its prior COO, Ignacio Martinez, with no separation agreement yet in place. Caliber has not disclosed the reason for the dismissal, and related severance terms remain unresolved.

Appointment: The board, on the recommendation of the Nominating & Governance Committee, unanimously appointed Gregory Randolph James (age 51) as the new COO. James joined Caliber in Oct-2024 as COO & Head of Asset Management for Caliber Hospitality Trust and previously served as SVP-Operations and SVP-Asset Management at Summit Hotel Properties (INN), a publicly traded lodging REIT. He holds a business degree from Arizona State University. No family or related-party ties were identified, and his appointment involved no special arrangements.

Outstanding items: 1) An employment agreement for Mr. James is still being negotiated; the company will amend this report within four business days once finalized. 2) A press release announcing the appointment (Exhibit 99.1) will be furnished on 8 July 2025 under Reg FD.

Investor take-away: The leadership change introduces near-term uncertainty due to the abrupt termination of the former COO, but James brings relevant lodging and asset-management expertise that could strengthen operational execution once contractual terms are settled.

Insights

Corporate Governance Analyst

TL;DR: Governance-neutral; orderly replacement but lack of severance and contract clarity adds short-term risk.

Board action appears procedurally sound—nomination committee involvement, unanimous vote, timely disclosure and future amendment commitment—all meet SEC best-practice guidelines. Nevertheless, terminating a senior officer without a signed separation agreement may expose Caliber to legal or reputational risk if negotiations sour. Investors should monitor the forthcoming employment contract for cost commitments (e.g., equity grants, change-in-control clauses) that could alter compensation structure. Overall impact is neutral until final terms emerge.

Hospitality Real-Estate Specialist

TL;DR: Positive—new COO has public REIT operations pedigree aligned with Caliber’s hospitality assets.

Gregory James’ decade-plus tenure at Summit Hotel Properties adds scale-driven operational know-how, revenue-management expertise and capital allocation discipline critical for Caliber’s hospitality portfolio growth. Continuity risk is mitigated by his nine-month integration as CHO/Head of Asset Management. Provided compensation is reasonable, the hire should enhance asset performance and investor confidence.

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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):

July 1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Termination of Ignacio Martinez

On July 1, 2025, CaliberCos Inc. (the “Company”) notified Ignacio Martinez, the prior Chief Operating Officer of the Company, of his termination effective July 7, 2025. As of the date of this filing, the Company has not entered into a separation agreement with Mr. Martinez with respect to his termination.

Appointment of Gregory Randolph James

The Board of Directors of the Company acting on the recommendation of Caliber’s Nominating and Governance Committee, unanimously named Gregory Randolph James (“James”) as Chief Operating Officer of the Company, effective July 7, 2025.

Mr. James, age 51, joined the Company in October 2024 as COO and Head of Asset Management of Caliber Hospitality Trust. Prior to joining the Company, Mr. James had served as Senior Vice President of Operations and Senior Vice President of Asset Management at Summit Hotel Properties, Inc. [NYSE: INN], publicly-traded lodging real estate investment trust. Mr. James holds a degree in business from Arizona State University.

There are no arrangements or understandings between Mr. James and any other person pursuant to which he was appointed as Chief Operating Officer and Mr. James does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. James does not have any family relationships with any of Caliber’s directors or executive officers.

The Company has not finalized its employment agreement with Mr. James and will file an amendment to this report within four business days of the finalization of the same.

Item 7.01. Regulation FD Disclosure.

On July 8, 2025, the Company issued a press release announcing the appointment of Mr. James as the Company’s Chief Operating Officer. 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 July 8, 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: July 8, 2025
			By:			/s/ John C. Loeffler, II
			Name:			John C. Loeffler, II
			Title:			Chief Executive Officer