CaliberCos restructures 54% of near-term notes
CaliberCos restructures and refinances notes, cutting interest costs and addressing over half of its near‑term corporate debt maturities.
Rhea-AI Filing Summary
CaliberCos Inc. (CWD) has restructured a substantial portion of its near‑term corporate notes through a multi‑part note exchange and refinancing program. Approximately $3.4 million of corporate promissory notes have been refinanced, and holders of an additional $9.1 million of notes have granted Caliber a six‑month right to retire those notes at 80% of unreturned capital, or about $7.3 million in cash.
About $2.9 million of principal was exchanged into new five‑year subordinated amortizing notes at 6% interest, replacing notes with a weighted average rate of about 11.5% and reducing scheduled interest by roughly 73% over five years while increasing annual cash debt service. Another $0.6 million of principal was converted into perpetual Series AAA Convertible Preferred Stock with a 12% non‑cumulative dividend, reducing debt and annual interest expense.
If Caliber fully exercises the payoff option, total annual interest expense on the affected notes is expected to decline by about $1.3 million, and the company estimates a potential gain on extinguishment of about $1.8 million. The program currently addresses about $11.3 million, or approximately 54%, of the $21.1 million of unsecured corporate and convertible notes maturing within twelve months.
Positive
- Addresses 54% of near‑term notes: About $11.3 million of the $21.1 million of unsecured corporate and convertible notes maturing within twelve months are covered by the refinancing and payoff option program.
- Material interest expense reduction: New 5‑year 6% notes and the preferred stock conversion together remove about $0.2 million of annual interest, and a full exercise of the payoff option would raise the total annual reduction to about $1.3 million.
- Potential gain on extinguishment: If all $9.1 million of notes are retired at approximately $7.3 million, Caliber estimates a gain on extinguishment of about $1.8 million, strengthening equity.
- Improved maturity profile: Short‑term obligations are being replaced with 5‑year amortizing notes and perpetual preferred equity, better aligning debt maturities with long‑dated real estate investments.
Negative
- Funding for payoff not yet secured: Caliber discloses it has not yet raised all cash needed to exercise the $7.3 million discounted payoff and may need asset sales, financings, or equity issuance, which could dilute existing stockholders.
- Option is time‑limited and contingent: The right to retire $9.1 million of notes at 80% lasts only six months; if Caliber does not exercise, the discount and forbearance terminate and the notes continue on existing terms.
- Higher near‑term cash debt service: The $2.9 million of principal exchanged into 5‑year amortizing notes raises scheduled cash debt service on that principal to about $0.5 million per year, increasing near‑term cash outflows.
Filing Explained
The $9.1 million note payoff remains optional and not fully funded; only exercise would retire those notes and trigger the stated gain.
A Form 8-K reports specified material events; this filing records a note exchange program as of
The preferred stock is perpetual, carries a
The company says it has not yet raised all cash needed to exercise the payoff right, and the capital sources it identifies include investments that are not liquid or withdrawable on demand. The right may be exercised in whole or in part during the six months following execution; if it is not exercised, the discount and standstill end and the notes remain outstanding under their existing terms.
The immediate resolution point is exercise and funding of the
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
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, or exhibit attachments filed with this report.
Key Figures
Corporate notes refinanced: $3.4 million
Principal into new 5-year 6% notes: $2.9 million
Principal converted to Series AAA Preferred: $0.6 million
+5 more
8 metrics
Corporate notes refinanced
$3.4 million
Corporate promissory notes refinanced as announced on September 14, 2026
Principal into new 5-year 6% notes
$2.9 million
Note principal exchanged into new subordinated amortizing promissory notes
Principal converted to Series AAA Preferred
$0.6 million
Note principal converted into Series AAA Convertible Preferred Stock
Notes under payoff option
$9.1 million
Note principal subject to 80% discounted payoff right over six months
Discounted payoff amount
$7.3 million
Cash required to retire $9.1 million of notes at 80% of unreturned capital
Annual interest savings if fully exercised
$1.3 million
Expected total annual interest expense reduction on affected notes
Near-term unsecured and convertible notes
$21.1 million
Unsecured corporate and convertible notes maturing within twelve months
Estimated carried interest
$95.7 million
Company’s estimate of carried interest value as of June 30, 2026
Key Terms
subordinated amortizing promissory note, Series AAA Convertible Preferred Stock, payoff option and standstill agreements, restricted securities, +2 more
6 terms
subordinated amortizing promissory note financial
"convert all or part of their Notes into a subordinated amortizing promissory note"
Series AAA Convertible Preferred Stock financial
"convert all or part of their Notes into shares of Series AAA Convertible Preferred Stock"
Series AAA convertible preferred stock is a specific class of company shares that combines the steady rights of preferred stock—such as priority for dividends and getting paid first if the company is sold—with an option to convert those shares into common stock. Think of it like a fast-pass ticket that also can be exchanged for regular admission: it gives greater payment priority now but can become ordinary ownership later, which affects potential dividend income, voting power, and dilution for existing shareholders.
payoff option and standstill agreements financial
"have executed payoff option and standstill agreements"
restricted securities regulatory
"such shares of Common Stock constitute “restricted securities” within the meaning of Rule 144"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
carried interest financial
"realization of a portion of the Company's estimated carried interest"
Carried interest is a share of the profits earned by investment managers from the investments they oversee, serving as their reward for successful performance. It functions like a bonus that motivates managers to maximize returns for investors, similar to earning a commission based on performance. This income is often taxed at a lower rate than regular income, making it a significant aspect of investment compensation.
gain on extinguishment of debt financial
"expects that gain would be approximately $1.8 million"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt refinancing did CaliberCos Inc. (CWD) complete in this 8-K?
Caliber refinanced approximately $3.4 million of corporate promissory notes and secured agreements covering an additional $9.1 million of notes that give it the right, for six months, to retire those notes in full for approximately $7.3 million in cash at 80% of unreturned capital.
How much of CaliberCos (CWD) near-term debt is addressed by the program?
The program addresses approximately $12.5 million of corporate notes, including about $11.3 million, or roughly 54%, of the $21.1 million of unsecured corporate and convertible notes maturing within twelve months disclosed in Caliber’s most recent periodic report.
What are the terms of CaliberCos (CWD) new amortizing notes?
Approximately $2.9 million of principal was exchanged into new five‑year subordinated amortizing notes bearing interest at 6.0% per annum, with monthly principal and interest payments. These replaced notes with a weighted average interest rate of about 11.5%, cutting scheduled 5‑year interest by roughly 73%.
What are the key features of CaliberCos (CWD) Series AAA Convertible Preferred Stock?
About $0.6 million of notes were converted into perpetual Series AAA Convertible Preferred Stock, which carries a 12% annual, non‑cumulative dividend payable quarterly in cash or Class A common stock and is convertible in three tranches at $2.50, $3.50, and $4.50 per share.
How much interest expense could CaliberCos (CWD) save from this program?
The refinancing and preferred stock conversion together remove about $0.2 million of annual interest expense. If Caliber fully exercises the option to retire $9.1 million of notes at a discount, total annual interest savings on the affected notes are expected to be about $1.3 million.
What are CaliberCos (CWD) potential funding sources for the discounted note payoff?
Caliber cites potential funding from $38 million of capital invested alongside its investors, returns from real estate asset sales or refinancings, realization of estimated carried interest of about $95.7 million, and new financings or existing facilities, while noting equity issuance could dilute existing stockholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 1.01 Entry into a Material Definitive Agreement.
In September 2026, CaliberCos Inc. (the “Company”) launched a note exchange program (the “Program”) pursuant to which holders (the “Note Holders”) of certain of the Company’s unsecured, outstanding promissory notes (the “Notes”) may elect to (i) convert all or part of their Notes into a subordinated amortizing promissory note with interest on the unpaid principal amount of six percent per annum, amortizing monthly pursuant to a note subscription agreement (the “New Notes”), (ii) convert all or part of their Notes into shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred Stock”) pursuant to a preferred stock subscription agreement, or (iii) enter into a payoff option and standstill agreement whereby the Note Holders grant the Company the right to payoff the Notes at eighty percent (80%) thereof (the “Payoff Option”).
The preferred stock subscription agreement provides for registration rights for the shares of Common Stock issuable upon conversion of Series AAA Preferred Stock.
As of September 14, 2026, the Company has entered into subscription agreements with the Note Holders whereby the Note Holders converted and cancelled an aggregate of $12.6 of outstanding indebtedness of the Company, consisting of: $2.9 of outstanding Notes in exchange for New Notes, $0.6 million of outstanding Notes in exchange for [●] shares of Series AAA Preferred Stock, and $9.1 million of outstanding Notes in exchange for the Payoff Option.
The foregoing is only a summary of the material terms of the Program, the subscription agreements, amortizing promissory note and payoff option and standstill agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing summary of the Program, the subscription agreements, amortizing promissory note and payoff option and standstill agreement, is qualified in its entirety by reference to the forms of the form of note subscription agreement, form of subordinated amortizing promissory note, the form of preferred stock subscription agreement, and the form of payoff option and standstill agreement which are filed as Exhibit 10.1, Exhibit 4.1, Exhibit 10.2, and Exhibit 10.3 to this Current Report, respectively, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the issuance of the shares of Common Stock issuable upon conversion of the Series AAA Preferred Stock, is hereby incorporated herein by reference.
As of the date of issuance of the shares of Series AAA Preferred Stock described herein, such shares of Common Stock issuable upon conversion of the Series AAA Preferred Stock, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, such shares of Common Stock constitute “restricted securities” within the meaning of Rule 144 under the Act.
Item 7.01 Regulation FD Disclosure.
On September 14, 2026, the Company issued a press release announcing that it has completed the refinancing of approximately $3.4 million of its corporate promissory notes, and has executed agreements with holders of an additional approximately $9.1 million of notes granting Caliber the right, exercisable over the next six months, to retire those notes in full for approximately $7.3 million in cash. 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 | |||||||
4.1 | Form of Subordinated Amortizing Promissory Note | |||||||
10.1 | Form of Note Subscription Agreement and Release | |||||||
10.2 | Form of Subscription Agreement for Series AAA Convertible Preferred Stock | |||||||
10.3 | Form of Payoff Option and Standstill Agreement | |||||||
99.1 | Press release dated September 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: September 14, 2026 | ||||||||
| By: | /s/ John C. Loeffler, II | |||||||
| Name: | John C. Loeffler, II | |||||||
| Title: | Chief Executive Officer | |||||||
Exhibit 99.1
Caliber Completes $3.4 Million Refinance of Corporate Notes and Secures the Right to Retire an Additional $9.1 Million at a Discount
Program addresses approximately 54% of the $21.1 million of notes the Company has disclosed as maturing within twelve months
SCOTTSDALE, Ariz, Sept. 14, 2026 (GLOBE NEWSWIRE) – Caliber (Nasdaq: CWD), a real estate-focused alternative asset manager, today announced that it has completed the refinancing of approximately $3.4 million of its corporate promissory notes, and has executed agreements with holders of an additional approximately $9.1 million of notes granting Caliber the right, exercisable over the next six months, to retire those notes in full for approximately $7.3 million in cash. Together the two elements address approximately $12.5 million of corporate notes, including approximately $11.3 million, or approximately 54%, of the $21.1 million of unsecured corporate and convertible notes that the Company disclosed as maturing within twelve months in its most recent periodic report.
“Our noteholders funded growth capital in Caliber's early days and assisted the Company to grow its direct ownership of its underlying funds and real estate assets, grow Managed Assets year after year, and finance corporate operations,” said Chris Loeffler, Chief Executive Officer of Caliber. “We are grateful for their capital and their trust in Caliber, and for their engagement through this process. At the program's conclusion we expect to have all corporate notes repaid or refinanced into long-dated maturities, which we believe will strengthen the Company overall, match maturities to the underlying use of capital, and make Caliber more attractive as a real estate asset manager.”
New amortizing note - 5 years with 6% interest
Approximately $2.9 million of note principal was exchanged for new five-year notes bearing interest at 6.0% per annum and amortizing monthly in principal and interest. The weighted average interest rate on the exchanged notes was approximately 11.5%. Over the five-year term, the new notes are scheduled to pay approximately $0.46 million of interest, compared with approximately $1.7 million had the prior notes remained outstanding at their contract rates over the same period, a 73% reduction over five years.
The exchange into amortizing notes does not reduce indebtedness at closing. Principal indebtedness will be reduced on a scheduled path retiring it in full over five years. By amortizing the notes, Caliber reduced the associated note interest rate by approximately 48%, lowering interest expense on that principal by approximately $.16 million in the first year. It also raises scheduled cash debt service on that principal to approximately $0.5 million a year. Caliber accepted the higher cash requirement in exchange for the reduced interest rate and a defined path to strengthening Caliber's balance sheet.
The notes being restructured primarily funded long-dated investments held by the Company. Replacing obligations that mature within twelve months with five-year amortizing notes, perpetual preferred equity and payoffs funded from asset-level realizations aligns the Company's obligations with the horizon of the assets that capital was invested in.
Convertible preferred stock
Approximately $0.6 million of note principal was converted into shares of the Company's Series AAA Convertible Preferred Stock. The Series AAA is a perpetual preferred stock instrument which carries a 12% annual, non-cumulative dividend payable quarterly, at the Company's option, in cash or in shares of Class A common stock and is convertible into Class A common stock in three tranches at $2.50, $3.50 and $4.50 per share.
The Series AAA is treated as equity on the Company’s balance sheet because it is perpetual and carries no mandatory redemption date. The conversion reduces the Company's debt by approximately $0.6 million, increases equity by the same amount, and removes approximately $71,000 of annual interest expense, replacing a mandatory cash interest obligation with a non-cumulative dividend the Company may elect to pay in shares rather than cash.
Together, the refinancing and the conversion remove approximately $0.2 million of annual interest expense.
What right has been secured
Holders of approximately $9.1 million of note principal have executed payoff option and standstill agreements. Under those agreements Caliber has the right, but not the obligation, to retire those notes in full satisfaction for 80% of unreturned capital, or approximately $7.3 million in cash, at any time during the six months following execution. Caliber may exercise in whole or in part. If Caliber exercises in full, the retirement would reduce corporate note obligations by approximately $9.1 million and eliminate approximately $1.0 million of additional annual interest expense, bringing the total annual reduction to approximately $1.3 million when combined with the new five-year notes.
During the six-month period, Caliber continues to pay interest to the participating holders at their existing contract rates on the full outstanding principal balance of their notes, and not on the discounted payoff amount, and those holders have agreed to forbear from exercising remedies. The agreements do not extend the stated maturity of any note. If Caliber does not exercise within the six-month period, the right to retire the notes at a discount terminates, the forbearance terminates, and the notes remain outstanding in accordance with their terms.
Caliber has not yet raised all of the cash required to exercise. The Company expects to fund any exercise from a combination of sources. Approximately $38 million of Caliber's capital is invested alongside its investors in the real estate assets and funds the Company manages. This balance is carried in Other Assets on the Company's balance sheet. The $38 million in capital sits within a platform holding approximately $495.6 million of Managed Capital and approximately $737.2 million of fair value assets under management as of June 30, 2026. It is not liquid and cannot be withdrawn on demand. It is returned to the parent company when an underlying asset is sold or refinanced, or through distributable cash flow from an asset, and the Company is pursuing each of those in the ordinary course of its business.
Other expected sources for note repayment include sales of real estate held directly by the Company, realization of a portion of the Company's estimated carried interest, which the Company valued at approximately $95.7 million as of June 30, 2026, new financings and existing capital facilities. Estimated carried interest is not a receivable, is subject to the performance and disposition of the underlying assets and may never be realized.
No assurance can be given that Caliber will obtain that funding on acceptable terms, within the six-month period, or at all. If a source of funding involves the issuance of equity securities, the Company's existing stockholders would experience dilution.
Because the payoff agreements grant Caliber an option rather than create an obligation, the Company does not expect to recognize a gain on extinguishment of debt upon execution of the agreements. A gain would be recognized if and when the Company exercises and funds a payoff, and would be measured by the difference between the carrying amount of the notes retired and the amount paid. If Caliber were to exercise in full at the amounts described above, the Company expects that gain would be approximately $1.8 million.
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 pairs an institutional-quality asset management platform with a boutique, hands-on investment approach focused on value creation in underserved market segments. Investors can participate in Caliber through its publicly traded equity (Nasdaq: CWD), and through its private real estate investment funds for accredited investors and financial professionals. For more information, visit caliberco.com.
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 Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, 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. Nothing in this press release is an offer to sell, or a solicitation of an offer to buy, any security. Caliber Tokenization Services provides technology and administrative services, and tokenization does not guarantee any outcome, including liquidity.
CONTACTS:
Caliber Investor Relations
Ilya Grozovsky
+1 480-214-1915
Ilya@CaliberCo.com
Media Relations
Phillip Robertson
+1 917-498-4711
PRobertson@ImpactPartners.llc