CaliberCos (NASDAQ: CWD) details new Series A and AAA preferred terms

Rhea-AI Filing Summary

CaliberCos Inc. launched a note conversion program that exchanges unsecured promissory notes for equity, reducing debt by $3,450,271. Note holders converted $1,921,771 of notes into 1,707,900 Class A common shares and $1,528,500 of notes into 1,529 shares of new Series AAA convertible preferred stock.

The company also aligned its existing Series A preferred stock so it ranks pari passu with Series AAA and matches its conversion mechanics. Both Series A and Series AAA preferred carry a 12% annual dividend and defined conversion rates into Class A common stock at $2.50, $3.50, and $4.50 tranches.

Insights

Capital structure analyst

CaliberCos exchanges $3.45M of debt for equity and adds new preferred classes with structured conversion and dividend terms.

CaliberCos converted $3,450,271 of unsecured notes into 1,707,900 Class A shares and 1,529 Series AAA preferred shares. This replaces interest-bearing debt with equity and preferred instruments, which can ease future cash interest but introduces dividend obligations and potential dilution as investors convert into common stock.

Series A and Series AAA preferred now rank pari passu and both carry a 12% annual dividend, paid in cash or Class A stock. Each Series A share has a $400.00 stated value and Series AAA a $1,000.00 stated value, convertible in tranches using fixed prices of $2.50, $3.50, and $4.50 per common share. Actual impact will depend on how many holders choose to convert or redeem over time.

8-K Event Classification

5 items: 1.01, 3.02, 3.03, 5.03, 9.01

5 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 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Debt converted: $3,450,271 Common shares issued: 1,707,900 shares Series AAA preferred issued: 1,529 shares +5 more

8 metrics

Debt converted $3,450,271 Aggregate unsecured notes exchanged under conversion program as of April 9, 2026

Common shares issued 1,707,900 shares Class A common stock issued for $1,921,771 of notes

Series AAA preferred issued 1,529 shares Series AAA preferred issued for $1,528,500 of notes

Series A stated value $400.00 per share Initial stated value of each Series A preferred share

Series AAA stated value $1,000.00 per share Initial stated value of each Series AAA preferred share

Preferred dividend rate 12% annually Non-cumulative annual dividend on Series A and Series AAA preferred

First tranche conversion price $2.50 per share Conversion rate for first 33.3% of each preferred series

Second and third tranche prices $3.50 and $4.50 per share Conversion rates for remaining two 33.3% tranches

Key Terms

note conversion program, Series AAA Convertible Preferred Stock, Certificate of Designation, Liquidation Preference, +2 more

6 terms

note conversion program financial

"launched a note conversion program (the “Program”) pursuant to which holders"

Series AAA Convertible Preferred Stock financial

"shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred Stock”)"

Certificate of Designation regulatory

"filed the Series A Certificate of Designation with the Secretary of State"

Liquidation Preference financial

"“Liquidation Preference” means, with respect to each outstanding share of Series A Preferred Stock"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

beneficial ownership restrictions regulatory

"including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions"

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.

Understanding 8-K Material Events →

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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):
April 9, 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):

☐	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
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 ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In March 2026, CaliberCos Inc. (the “Company”) launched a note conversion 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 convert all or part of their Notes into (i) shares of the Company’s Class A common stock, par value $0.001 (“Common Stock”) pursuant to a common stock subscription agreement, or (ii) shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred Stock”) pursuant to a preferred stock subscription agreement.

The subscription agreements provide for registration rights for the shares of Common Stock and the shares of Common Stock issuable upon conversion of Series AAA Preferred Stock.

As of April 9, 2026, the Company has entered into subscription agreements with the Note Holders whereby the Note Holders converted and cancelled an aggregate of $3,450,271 of outstanding indebtedness of the Company, consisting of $1,921,771 of outstanding Notes in exchange for 1,707,900 shares of Class A Common Stock and $1,528,500 of outstanding Notes in exchange for 1,529 shares of Series AAA Preferred Stock.

The foregoing is only a summary of the material terms of the Program and the subscription agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing summary of the Program and the subscription agreements is qualified in its entirety by reference to the forms of the common stock subscription agreement and the preferred stock subscription agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 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, including 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 Common Stock and shares of Series AAA Preferred Stock described herein, such shares of Common Stock, including the 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 3.03 Material Modification to Rights of Security Holders.

On April 9, 2026, the Company filed a Certificate of Amendment (the “Series A Amendment”) to the Certificate of Designation for the Company’s Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Delaware Secretary of State’s Office. Pursuant to the Series A Amendment, the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) will rank pari passu with the Series AAA Preferred Stock and the conversion provisions in the Series A Certificate of Designation were restated in full to match the conversion provisions in the Series AAA COD. The Series A Amendment was approved by the requisite holders of the Company’s Series A Convertible Preferred Stock.

The foregoing summary of the Series A Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Series A Amendment attached as Exhibit 3.1 to this Current Report, which is incorporated herein by reference.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series A Preferred Stock

On November 26, 2024, the Company filed the Series A Certificate of Designation with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series A Preferred Stock. On April 9, 2026, the Company filed the Series A Amendment. The Series A Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Series A Certificate of Designation, as amended. The following is a summary description of the terms and the general effect of the issuance of the shares of Series A Preferred Stock on the Company’s other classes of registered securities.

Stated Value. Each share of Series A Preferred Stock has an initial stated value of $400.00, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our Series A Preferred Stock.

Dividends. The holders of the shares of Series A Preferred Stock will be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable annually, at the Company’s option, (i) in cash or (ii) in shares of the Company’s Class A common stock, at a price per share of Class A Common Stock equal to the lower of (A) the average closing price of Class A Common Stock as quoted on the principal trading market, if any, in which the shares of Class A Common Stock then trade (“Principal Market”) for the five trading days immediately preceding the date of issuance, or (B) the closing price of the Class A Common Stock as quoted on the Principal Market on the trading day prior to the date of issuance, but in no event less than $20.00 per share.

Optional Conversion. At any time and from time to time, a holder of the shares of Series A Preferred Stock may, at its option, convert (i) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “First Tranche Convertible Shares”) at a rate equal to the stated value divided by $2.50 (the “First Tranche Conversion Rate”), (ii) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “Second Tranche Convertible Shares”) at a rate equal to the stated value divided by $3.50 (the “Second Tranche Conversion Rate”), and (iii) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “Third Tranche Convertible Shares”) at a rate equal to the stated value divided by $4.50 (the “Third Tranche Conversion Rate”).

Voting Rights. The Series A Preferred Stock will have no voting rights relative to matters submitted to a vote of our stockholders (other than as required by law). However, we may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series A Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series A Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series A Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series A Preferred Stock; or (iii) amend our certificate of incorporation in a manner that adversely and materially affects the rights of the Series A Preferred Stock.

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the Series A Preferred Stock then outstanding will be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders, before any amount will be paid to the holders of any of the capital stock of the Company of any class junior in rank to the Series A Preferred Stock.

Ranking. The Series A Preferred Stock ranks senior to our Series B Preferred Stock, Class A Common Stock and Class B common stock and pari passu with our Series AA Preferred Stock and Series AAA Preferred Stock, with respect to the preferences provided for in the Certificate of Designation as to distributions and payments upon the liquidation, dissolution and winding up of the Company

Redemption. The Company has the right to redeem the outstanding shares of the Series A Preferred Stock at an amount equal to the Liquidation Preference, provided that the holders of Series A Preferred Stock are granted thirty (30) calendar days to first exercise their conversion rights. “Liquidation Preference” means, with respect to each outstanding share of Series A Preferred Stock, the sum of: (i) the amount of all accrued but unpaid dividends on such share; plus (ii) the product of the stated value multiplied by 120%.

2

Amendments. The Certificate of Designation may be amended by obtaining the affirmative vote of a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class. 

Series AAA Preferred Stock

On April 9, 2026, the Company filed the Series AAA Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (“Series AAA COD”) to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series AAA Preferred Stock. The Series AAA Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Series AAA Certificate of Designation. The following is a summary description of the terms and the general effect of the issuance of the shares of Series AAA Preferred Stock on the Company’s other classes of registered securities.

Stated Value. Each share of Series AAA Preferred Stock has an initial stated value of $1,000.00, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Company’s Series AAA Preferred Stock.

Dividends. The holders of the shares of Series AAA Preferred Stock will be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable quarterly, at the Company’s option, (i) in cash or (ii) in shares of the Company’s Class A common stock, at a price per share of Class A Common Stock equal to the lower of (A) the average closing price of Class A Common Stock as quoted on the principal trading market, if any, in which the shares of Class A Common Stock then trade (“Principal Market”) for the five trading days immediately preceding the date of issuance, or (B) the closing price of the Class A Common Stock as quoted on the Principal Market on the trading day prior to the date of issuance.

Optional Conversion. At any time and from time to time, a holder of the shares of Series AAA Preferred Stock may, at its option, convert (i) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “First Tranche Convertible Shares”) at a rate equal to the stated value divided by $2.50 (the “First Tranche Conversion Rate”), (ii) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “Second Tranche Convertible Shares”) at a rate equal to the stated value divided by $3.50 (the “Second Tranche Conversion Rate”), and (iii) up to thirty three and one-third percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “Third Tranche Convertible Shares”) at a rate equal to the stated value divided by $4.50 (the “Third Tranche Conversion Rate”).

Voting Rights. Except as provided in the Series AAA COD or under Delaware law, the holders of shares of the Series AAA Preferred Stock do not have voting rights.

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the Series AAA Preferred Stock then outstanding will be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders, before any amount will be paid to the holders of any of the capital stock of the Company of any class junior in rank to the Series AAA Preferred Stock.

Ranking. The Series AAA Preferred Stock ranks senior to the Company’s Series B Convertible Preferred Stock, Class A Common Stock and Class B common stock and pari passu with the Company’s Series A Convertible Preferred Stock and Series AA Cumulative Redeemable Preferred Stock, with respect to the preferences provided for in the Series AAA COD as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

Redemption. The Company has the right to redeem the outstanding shares of the Series AAA Preferred Stock at an amount equal to the Liquidation Preference, provided that the holders of Series AAA Preferred Stock are granted thirty (30) calendar days to first exercise their conversion rights. “Liquidation Preference” means, with respect to each outstanding share of Series AAA Preferred Stock, the sum of: (i) the amount of all accrued but unpaid dividends on such share; plus (ii) the stated value.

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Amendments. The Certificate of Designation may be amended by obtaining the affirmative vote of a majority of the outstanding shares of Series AAA Preferred Stock, voting separately as a single class.

Listing. The Series AAA Convertible Preferred Stock will not be listed on the Nasdaq Capital Market or any other exchange or trading market. The Company does not plan on making an application to list the Series AAA Convertible Preferred Stock on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. The Class A Common Stock issuable upon conversion of the Series AAA Convertible Preferred Stock is listed on the Nasdaq Capital Market under the symbol “CWD.”

The foregoing summary of the Series AAA Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Series AAA Certificate of Designation attached as Exhibit 3.2 to this Current Report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
3.1		Certificate of Amendment to the Certificate of Designation for the Company’s Series A Convertible Preferred Stock
3.2		Certificate of Designation, Preferences and Rights relating to the Series AAA Convertible Preferred Stock, dated April 9, 2026
10.1		Subscription Agreement for Class A common stock
10.2		Subscription Agreement for Series AAA Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Date: April 14, 2026	CaliberCos Inc.
	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chief Executive Officer

5

FAQ

What did CaliberCos Inc. (CWD) announce about its note conversion program?

CaliberCos launched a note conversion program allowing holders of certain unsecured promissory notes to swap debt for equity. As of April 9, 2026, holders converted $3,450,271 of notes into 1,707,900 Class A common shares and 1,529 shares of Series AAA preferred stock.

How much CaliberCos (CWD) debt was converted and into what securities?

CaliberCos note holders converted $3,450,271 of outstanding indebtedness. This included $1,921,771 of notes exchanged for 1,707,900 Class A common shares and $1,528,500 of notes exchanged for 1,529 shares of Series AAA convertible preferred stock, shifting obligations from debt to equity and preferred instruments.

What are the key dividend terms for CaliberCos Series A and Series AAA preferred stock?

Both Series A and Series AAA preferred carry a 12% annual, non-cumulative dividend. Series A dividends are payable annually, while Series AAA dividends are payable quarterly, either in cash or in Class A common stock issued at market-based prices defined in their respective certificates of designation.

How do CaliberCos Series A and Series AAA preferred stock convert into Class A common shares?

Each preferred series converts in three tranches. Holders may convert up to 33.3% of their shares at a price of $2.50 per common share, another 33.3% at $3.50, and the final 33.3% at $4.50, using each series’ stated value to calculate the number of common shares received.

Where do Series A and Series AAA preferred rank relative to CaliberCos common stock?

Series A and Series AAA preferred rank senior to CaliberCos’ Series B preferred, Class A common, and Class B common stock. They rank pari passu with each other and, for Series A, also with Series AA preferred, particularly for dividends and payments upon liquidation, dissolution, or winding up.

Will CaliberCos Series AAA preferred stock trade on Nasdaq like its Class A common stock?

No. CaliberCos states that the Series AAA convertible preferred stock will not be listed on the Nasdaq Capital Market or any other exchange. However, the Class A common stock issuable upon conversion of the Series AAA preferred remains listed on Nasdaq under the symbol CWD.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 SUBSCRIPTION AGREEMENT FOR CLASS A COMMON STOCK 106.0 KB
• EX-10.2 SUBSCRIPTION AGREEMENT FOR SERIES AAA CONVERTIBLE PREFERRED STOCK 92.4 KB

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION FOR THE COMPANY'S SER 43.6 KB
• EX-3.2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS RELATING TO THE SERIES AAA CO 90.1 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB