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CaliberCos (NASDAQ: CWD) holders elect board and ratify 2026 auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CaliberCos Inc. reported the results of its 2026 annual stockholder meeting. As of the March 20, 2026 record date, 6,682,240 shares of Class A common stock and 370,822 shares of Class B common stock were outstanding and entitled to vote, with Class A carrying one vote per share and Class B carrying ten votes per share. A total of 7,053,062 shares of common stock representing 10,390,460 votes were entitled to vote, and 2,653,353 shares, representing 5,990,751 votes or 57.656%, were present in person or by proxy, constituting a quorum. Stockholders elected five directors to terms ending at the 2027 annual meeting and ratified the appointment of Urish Popeck & Co., LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Class A shares outstanding 6,682,240 shares Class A common stock entitled to vote as of March 20, 2026
Class B shares outstanding 370,822 shares Class B common stock entitled to vote as of March 20, 2026
Total votes entitled 10,390,460 votes Voting power entitled to vote at 2026 annual meeting
Quorum voting percentage 57.656% Votes present in person or by proxy at annual meeting
Votes for auditor ratification 5,864,763 votes For ratification of Urish Popeck & Co., LLC for 2026
Votes against auditor ratification 66,964 votes Against ratification of Urish Popeck & Co., LLC
Votes for Jennifer Schrader 4,351,161 votes For election as director at 2026 annual meeting
emerging growth company regulatory
"Emerging growth company x o Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes financial
"Director Nominee | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum regulatory
"representing 5,990,751 votes, or 57.656%, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Understanding 8-K Material Events →
FALSE000162728200016272822026-05-142026-05-14

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):
May 14, 2026
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-4170347-2426901
(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 classTrading SymbolsName of each exchange on which registered
Class A Common Stock, par value $0.001CWD
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 5.07 Submission of Matters to a Vote of Security Holders.

CaliberCos Inc. (the “Company”) held its 2026 annual meeting of stockholders on May 14, 2026 (the “Annual Meeting”). For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026.

As of the March 20, 2026 record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 6,682,240 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and 370,822 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, with the Class A Common Stock, the “Common Stock”) were issued and outstanding shares and entitled to vote. Each share of Class A Common Stock was entitled to one (1) vote per share and each share of Class B Common Stock was entitled to ten (10) votes per share, voting together as a single class. A total of 7,053,062 shares of Common Stock representing 10,390,460 votes, were entitled to vote at the Annual Meeting. Present, in person or by proxy, at the Annual Meeting, were 2,653,353 shares of Common Stock, representing 5,990,751 votes, or 57.656%, constituting a quorum pursuant to the Company’s Amended and Restated Bylaws, as amended.

The following are the final votes on the proposals presented to stockholders for approval at the Annual Meeting.

Proposal 1: Election of five directors to serve for a term ending as of the Company’s annual meeting in 2027.

Director NomineeForAgainstAbstainBroker Non-Votes
John C. Loeffler, II4,344,746-28,8741,617,131
Jennifer Schrader4,351,161-22,4591,617,131
William J. Gerber4,336,718-36,9011,617,132
Lawrence X. Taylor III4,343,396-30,2241,617,131
Jerome Alan Reid, Jr.4,344,219-29,4011,617,131

Proposal 2: Ratification of the appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

ForAgainstAbstainBroker Non-Votes
5,864,76366,96459,024—
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.
Exhibit
104Cover 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: May 15, 2026
 
By:/s/ John C. Loeffler, II
Name:John C. Loeffler, II
Title:Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did CaliberCos Inc. (CWD) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing five directors and ratifying the independent auditor. All five director nominees were elected to serve until the 2027 annual meeting, and Urish Popeck & Co., LLC was ratified as the independent registered public accounting firm for the 2026 fiscal year.

How many CaliberCos Inc. (CWD) shares were entitled to vote at the 2026 meeting?

A total of 7,053,062 shares of CaliberCos common stock were entitled to vote, representing 10,390,460 votes. This included 6,682,240 Class A shares with one vote each and 370,822 Class B shares with ten votes each, voting together as a single class.

What quorum was reached at the CaliberCos Inc. (CWD) 2026 annual meeting?

The meeting achieved a quorum with 2,653,353 shares of common stock present in person or by proxy. These shares represented 5,990,751 votes, or 57.656% of the total voting power entitled to vote under the company’s Amended and Restated Bylaws.

Were all CaliberCos Inc. (CWD) director nominees elected at the 2026 meeting?

Yes, all five director nominees were elected. John C. Loeffler II, Jennifer Schrader, William J. Gerber, Lawrence X. Taylor III, and Jerome Alan Reid Jr. each received over 4.33 million votes “for,” with small numbers of abstentions and broker non-votes reported.

Did CaliberCos Inc. (CWD) stockholders ratify the 2026 independent auditor?

Stockholders ratified Urish Popeck & Co., LLC as the independent registered public accounting firm for 2026. The auditor ratification proposal received 5,864,763 votes “for,” 66,964 votes “against,” and 59,024 abstentions, with no broker non-votes reported on this item.

How are voting rights structured between CaliberCos (CWD) Class A and Class B shares?

Each share of Class A common stock carries one vote, while each Class B share carries ten votes. At the March 20, 2026 record date, 6,682,240 Class A shares and 370,822 Class B shares were outstanding and entitled to vote together as a single class.

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