Caliber (NASDAQ: CWD) swaps $15.9M preferred equity for common

Rhea-AI Filing Summary

CaliberCos Inc. announced that an institutional investor converted approximately $15.9 million of perpetual convertible preferred equity into shares of its common stock. The original investment involved 15,868 shares of Series B Preferred Stock at $1,000 per share, for gross proceeds of $15,868,000.

The holder exercised its conversion right at $250 per share, leading to the issuance of 63,472 shares of common stock. The preferred equity carried no dividend and had no maturity date, so the conversion removes about $15.9 million of senior preferred equity and replaces it with common equity, simplifying Caliber’s capital structure.

Insights

Capital structure analyst

Caliber swaps $15.9M senior preferred equity for common stock, simplifying its capital stack.

Caliber converted roughly $15.9 million of perpetual, non-dividend-paying preferred equity into common shares. The investor exercised a contractual conversion right at $250 per share, receiving 63,472 common shares in place of 15,868 shares of Series B Preferred Stock.

This shift removes a layer of capital that was senior to common stock and unifies more of the structure into common equity. While economically modest relative to Caliber’s $2.6 billion in Managed Assets, it clarifies priority claims and may slightly reduce structural complexity for common shareholders.

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

Preferred equity converted: $15.9 million Series B Preferred issued: 15,868 shares Gross proceeds from preferred: $15,868,000 +4 more

7 metrics

Preferred equity converted $15.9 million Perpetual convertible preferred equity exchanged for common stock

Series B Preferred issued 15,868 shares Original issuance at $1,000 per share

Gross proceeds from preferred $15,868,000 Proceeds from original Series B Preferred Stock issuance

Conversion price $250 per share Price used to convert preferred into common stock

Common shares issued 63,472 shares New common stock from preferred conversion

Managed Assets $2.6 billion+ Caliber’s Managed Assets across its platform

Track record length 17 years Real estate investing track record in hospitality and multifamily

Key Terms

perpetual convertible preferred equity, Series B Preferred Stock, conversion right, Managed Assets, +2 more

6 terms

perpetual convertible preferred equity financial

"an institutional investor elected to convert approximately $15.9 million of perpetual convertible preferred equity into shares"

A perpetual convertible preferred equity is a class of stock that pays regular, typically fixed, payments indefinitely and does not mature like a bond, while also carrying an option to convert into ordinary shares under predefined terms. It sits above common stock for payments and in a breakup, so it behaves like a steady-income instrument yet can turn into ownership stake, affecting potential upside and diluting existing shareholders — important for investors balancing income, risk and future share value.

Series B Preferred Stock financial

"Caliber issued 15,868 shares of Series B Preferred Stock at a purchase price of $1,000 per share"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

conversion right financial

"The holder has exercised its conversion right at a price of $250 per share"

A conversion right is an option built into certain financial instruments that lets the owner exchange that instrument for another type of security, most often swapping a bond or preferred share for common stock. Think of it like a coupon that can be redeemed to turn one thing into another; it matters to investors because exercising it can unlock upside if the stock rises, but it can also dilute existing shareholders and change a company’s ownership mix.

Managed Assets financial

"Caliber (Nasdaq: CWD) is 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.

digital asset infrastructure financial

"In 2025, Caliber integrated digital asset infrastructure into its platform by investing in LINK"

Digital asset infrastructure is the collection of systems and services that let people create, store, trade and record ownership of digital tokens or cryptocurrencies — think of it as the roads, locks and registration offices for online value. Investors care because the strength, security and rules of that underlying setup affect how easy, safe and legal it is to buy, sell or hold digital assets, which in turn influences risk, liquidity and value.

tokenization financial

"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.

Understanding 8-K Material Events →

FALSE000162728200016272822026-03-302026-03-30

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):

March 30, 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):

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 7.01 Regulation FD Disclosure.

On March 30, 2026, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing that an institutional investor elected to convert approximately $15.9 million of perpetual convertible preferred equity into shares of the Company’s common 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 March 30, 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: March 31, 2026
			By:			/s/ John C. Loeffler, II
			Name:			John C. Loeffler, II
			Title:			Chief Executive Officer

Exhibit 99.1

Caliber Announces Conversion of $15.9 Million of Preferred Equity into Common Stock

SCOTTSDALE, AZ, March 30, 2026 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced that an institutional investor elected to convert approximately $15.9 million of perpetual convertible preferred equity into shares of the Company’s common stock.

Under the original investment, Caliber issued 15,868 shares of Series B Preferred Stock at a purchase price of $1,000 per share, resulting in gross proceeds of $15,868,000. The holder has exercised its conversion right at a price of $250 per share, resulting in the issuance of 63,472 shares of common stock.

The preferred equity carried no dividend and was perpetual in nature.

The transaction removes approximately $15.9 million of preferred equity from the Company’s capital structure and replaces it with common equity. As a result, the conversion reduces the amount of capital senior to the Company’s common stock and streamlines the Company’s capital structure.

A summary of the Company’s capitalization before and after the conversion is set forth below.

The Company previously disclosed the conversion in its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 25, 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.

CONTACTS:

Caliber Investor Relations

Ilya Grozovsky

+1 480-214-1915

Ilya@CaliberCo.com

FAQ

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

CaliberCos Inc. reported that an institutional investor converted about $15.9 million of perpetual convertible preferred equity into common stock. This replaces senior preferred equity with common equity, simplifying Caliber’s capital structure and aligning the investor more directly with common shareholders’ performance.

How many Caliber (CWD) common shares were issued in the preferred conversion?

The conversion resulted in the issuance of 63,472 shares of Caliber’s common stock. The institutional holder exercised its conversion right at a price of $250 per share, swapping its Series B Preferred Stock into these newly issued common shares.

What were the original terms of Caliber’s Series B Preferred Stock investment?

Caliber originally issued 15,868 shares of Series B Preferred Stock at $1,000 per share, raising $15,868,000. This preferred equity was perpetual and carried no dividend, giving the investor a conversion right rather than ongoing cash distributions or a set maturity date.

How does the conversion affect Caliber’s capital structure and common stock priority?

The transaction removes approximately $15.9 million of preferred equity that was senior to common stock and replaces it with common equity. This reduces senior claims above common shareholders and streamlines Caliber’s capital stack by consolidating more value into the common equity layer.

What scale of assets does Caliber (CWD) manage alongside this capital change?

Caliber is a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets. The company pairs an institutional-quality platform with a hands-on approach in middle-market hospitality and multifamily real estate, and is also integrating digital asset and tokenization strategies.

How is Caliber (CWD) integrating digital assets into its investment platform?

In 2025, Caliber added digital asset infrastructure by investing in LINK, the token underlying Chainlink. It is implementing blockchain and tokenization strategies across its real estate platform to modernize how assets are financed, owned, and accessed by investors.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB