CaliberCos Inc. 8-K Filings

CaliberCos Inc. (CWD) reports that on August 21, 2026 it received a notice from Nasdaq that the bid price of its Class A common stock has closed below $1.00 per share for 33 consecutive business days, causing non-compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for the Nasdaq Capital Market. The notice does not immediately affect trading of the stock on Nasdaq. CaliberCos has a 180-calendar day grace period through February 17, 2027 to regain compliance by maintaining a closing bid of at least $1.00 for at least ten consecutive business days. If it fails to regain compliance, the company may qualify for an additional 180-day period if it meets other Nasdaq listing criteria and indicates an intent to cure, potentially through a reverse stock split. If ultimately unsuccessful, the common stock could be delisted from Nasdaq and is expected to trade on an OTC Markets Group marketplace. CaliberCos states it intends to closely monitor its bid price and consider all available options to address the deficiency.

CaliberCos Inc. launched its first tokenized real estate investment with the PURE Pickleball & Padel offering, making it the first investment on its platform to be tokenized. This is described as the first step in a broader tokenization program initially targeting approximately $100 million of Managed Assets.

Investors in PURE Pickleball & Padel can now choose between a traditional paper ownership certificate or a tokenized digital ownership certificate held in a digital wallet, while the underlying interest remains in the same Scottsdale, AZ real estate and operating business. The implementation uses Chainlink’s Automated Compliance Engine to automate on-chain investor verification, KYC/AML review, sanctions screening and transfer controls. Caliber, a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets, plans to extend tokenization across its private real estate funds and REITs as an expansion of its existing platform.

CaliberCos Inc. reported second quarter 2026 results for its asset management Platform and consolidated operations. Platform revenue was $3.7 million, down from $4.1 million a year earlier, but Platform net loss narrowed to $3.4 million and Platform Adjusted EBITDA turned positive at $0.3 million versus a loss previously.

On a consolidated basis, revenue was $4.2 million compared with $5.1 million in the prior-year quarter, while consolidated net loss attributable to Caliber improved to $3.4 million from $5.3 million. The company reaffirmed 2026 guidance for total revenue of $18.0–$22.0 million, positive net operating income, and Adjusted EBITDA profitability.

Caliber highlighted progress on its real estate and digital strategy, including completion of the first tokenization of a real estate project and a digital asset treasury holding 229,203 LINK tokens valued at $1.7 million as of June 30, 2026, after selling 278,357 LINK for $2.5 million to support project financings. Fair value assets under management were $737.2 million and Managed Capital was $495.6 million at quarter end.

CaliberCos Inc. states that it will release its second quarter 2026 financial results after the close of the stock market on August 13, 2026, followed by a webcast and conference call at 5:00 pm ET for investors and other interested parties.

Participants can join by dialing the domestic or international numbers provided with conference ID 9678789 or by listening via the investor relations page at https://ir.caliberco.com/, where a replay and presentation materials will be available. Caliber is described as 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.

CaliberCos Inc. has broken ground on a Hyatt Studios extended-stay hotel in Steamboat Springs, Colorado, under its multi-market hospitality development platform. The four-story property is planned with approximately 114 rooms across 57,971 square feet on 2.71 acres at 1801 Lincoln Avenue.

The project is described as the first of three Hyatt Studios hotels Caliber is advancing in Steamboat Springs, Riverwalk/Scottsdale, and Georgetown, under a Master Development Agreement that grants exclusive development areas. Construction is targeted for completion in the second quarter of 2027, with property stabilization anticipated in the first quarter of 2029. Caliber plans a total of 15 Hyatt Studios properties, using mezzanine financing from Hyatt, with stabilized assets expected to transition into Caliber Hospitality Trust through a forward purchase structure. Caliber reports over $2.6 billion in Managed Assets and a 17-year track record in middle-market hospitality and multifamily real estate.

CaliberCos Inc. is advancing its real estate fund tokenization strategy by building on Chainlink’s oracle platform and Automated Compliance Engine to handle investor verification, compliance, and distribution for tokenized private real estate funds and REITs.

The company is shifting from general digital asset exposure to implementing blockchain infrastructure directly inside its existing real estate investment platform, supported by its investment in LINK, the token underlying Chainlink. Caliber highlights goals such as clearer valuations, improved liquidity and access, institutional custody, and automated administration for private real estate investments, including selected projects like its indoor Pickleball & Padel facility initiative. The release also reiterates Caliber’s scale with over $2.6 billion in managed assets and a 17‑year track record, and includes forward‑looking timelines for certain developments, such as an expected 15–17 month build time and a targeted Steamboat Springs opening in the third or fourth quarter of 2027.

CaliberCos Inc. announced a planned CFO transition. Jade Leung resigned as Chief Financial Officer effective June 14, 2026, after an eleven-year tenure, citing personal reasons. The company states there were no disagreements related to operations, policies, financial reporting, or accounting.

Subject to a separation agreement, Leung is expected to receive about $86,584.60 in cash severance, equal to sixteen weeks of base salary, a grant of 100,000 shares of common stock subject to a six-month lock-up, and accelerated vesting of 24,441 previously unvested equity awards. He is also expected to serve as an independent contractor to support the transition.

Michael Rosales, currently Senior Vice President of Accounting, Financial Reporting and Tax, will become acting CFO on June 14, 2026. The board has begun a search for a permanent CFO. Caliber reaffirmed its full-year 2026 guidance and said the transition does not change its strategy or financial outlook.

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.

CaliberCos Inc. reported first quarter 2026 results and reaffirmed its full-year 2026 outlook. Platform revenue, which reflects the core asset management business, rose to $4.1 million from $3.5 million, driven mainly by higher nonrecurring asset management fee income.

The Platform recorded a net loss of $4.3 million, or $0.62 per diluted share, and a Platform Adjusted EBITDA loss of only $0.3 million, narrowing significantly from a $1.4 million loss a year earlier and bringing the platform close to break-even. Consolidated revenue was $4.3 million versus $7.3 million due to changes in which funds are consolidated.

Caliber’s digital asset treasury held 507,560 LINK tokens valued at $4.5 million as of March 31, 2026, after selling 55,076 LINK for $0.5 million to support real estate project financings. The company maintained 2026 guidance for total revenue of $18.0–$22.0 million, positive net operating income, and Adjusted EBITDA profitability.

CaliberCos Inc. has scheduled the release of its first quarter 2026 financial results for after the market close on May 13, 2026, followed by a webcast and conference call at 5:00 pm ET the same day.

Investors can join by phone using conference ID 5168652 or listen online via Caliber’s investor relations website, where the news release, presentation materials, and a replay will be available. The company describes itself as a real estate-focused alternative asset manager with over $2.6 billion in Managed Assets and a 17-year track record in middle-market hospitality and multifamily real estate, now also integrating digital asset and tokenization strategies.

CaliberCos Inc. furnished an update on its Hyatt Studios hotel development platform, describing three extended-stay hotel projects in Steamboat Springs, Riverwalk/Scottsdale, and Georgetown.

The Steamboat Springs project has closed acquisition and construction financing, is expected to break ground in the second quarter of 2026, and is targeted to open in the third or fourth quarter of 2027. Caliber outlines a model of building and stabilizing these hotels, then transitioning them into long-term ownership through Caliber Hospitality Trust using a forward purchase structure.

The company is offering accredited investors access to the Hyatt Studios development platform via a diversified feeder fund or project-specific investments, with targeted levered IRRs in the low-to-mid-20% range and targeted equity multiples of approximately 2.3x–2.6x over a six-year hold, supported in Steamboat by about $1.14 million of Hyatt brand capital.

CaliberCos Inc. reported further progress in its debt reduction strategy by completing a second round of its Noteholder Conversion Program. In this round, approximately $1.9 million of unsecured corporate notes were converted into Class A common stock and approximately $1.5 million were converted into Series AAA Convertible Preferred Stock, reducing corporate debt by about $3.4 million.

In total, the program has cut debt by approximately $5.3 million since October 2025. The newly created Series AAA Convertible Preferred Stock carries a 12% annual cumulative dividend and can be converted into Class A common shares in three equal tranches at $2.50, $3.50, and $4.50 per share. The company also filed a resale registration statement related to these transactions and reiterated that reducing debt is a key step toward its goal of adjusted EBITDA and net operating income profitability in 2026.

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.

CaliberCos Inc. reported that PURE Pickleball & Padel, its co-developed 196,000-square-foot indoor pickleball and padel facility near Scottsdale, Arizona, has received all required building permits, clearing the final regulatory hurdle before groundbreaking. The permits cap a 900-day process involving extensive meetings, community hearings, and design reviews.

The flagship facility, located on 11.44 acres in a Qualified Opportunity Zone, is expected to become the world’s largest indoor pickleball and padel venue with 48 courts, a championship arena, and year-round programming, with opening anticipated in 2027. Caliber and PURE are offering accredited investors access via a structured investment offering through a dedicated QOZ Fund, while Caliber finalizes construction financing and closes the equity round.

CaliberCos Inc. announced a planned board transition. Directors Dan Hansen and Michael Trzupek informed the company they will not stand for election at the 2026 Annual Meeting and will serve until that date. The board approved reducing its size to five directors effective at the meeting.

The company has nominated J. Alan Reid, Jr. as an independent director, expected to chair the Compensation Committee if elected. Reid brings more than three decades of asset management and capital markets experience, including growing assets under management from about $70 million to $7 billion and overseeing more than $3 billion in real estate-related assets.

Caliber describes itself as a real estate-focused alternative asset manager with over $2.6 billion in managed assets and a 17-year track record, and notes its recent integration of blockchain, tokenization, and digital asset strategies into its platform.

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.

CaliberCos Inc. reported weak fourth quarter and full year 2025 results but set guidance for a return to growth and profitability in 2026. For 2025, Platform revenue was $15.2 million, down from $20.9 million, and Platform net loss widened to $21.2 million, or $7.50 per diluted share. Consolidated revenue was $20.1 million versus $51.1 million in 2024, largely due to deconsolidating a major hotel asset, while consolidated net loss attributable to Caliber widened to $21.8 million from $19.8 million. Consolidated Adjusted EBITDA swung from $7.0 million in 2024 to a $0.8 million loss, although Platform Adjusted EBITDA modestly improved to a $2.4 million loss from a $2.7 million loss. Management guided 2026 revenue to a range of $18 million to $22 million and expects positive net operating income and adjusted EBITDA, driven mainly by project-level financings and capital formation. Fair value assets under management were $779.7 million, down 1.9%, while managed capital grew 5.0% to $517.2 million. Caliber’s digital asset treasury held 562,535 Chainlink (LINK) tokens valued at $6.9 million at year-end, and the company has begun staking and tokenizing real estate projects as part of its digital strategy.

CaliberCos Inc. has set its 2026 annual meeting of stockholders for May 14, 2026, to be held virtually at www.cleartrustonline.com/cwd. Stockholders of record as of March 20, 2026 will be entitled to receive notice of and vote at the meeting.

Because the meeting date is more than 30 days later than the prior year’s meeting, the company has reset deadlines for stockholder business. Proposals for inclusion in proxy materials under Rule 14a-8 and any other director nominations or proposals must be received by March 29, 2026. Separate notice for those intending to solicit proxies for alternate director nominees under the universal proxy rules must be postmarked or transmitted by March 16, 2026.

CaliberCos Inc. has scheduled the release of its fourth quarter 2025 financial results for after the close of the stock market on Wednesday, March 25, 2026. The company will host a webcast and conference call the same day at 5:00 p.m. ET to discuss the results.

Participants can join by phone using domestic number (800) 715-9871 or international number (646) 307-1963 with conference ID 9236380, or listen via the investor relations section of Caliber’s website, where replay and presentation materials will also be available.

CaliberCos Inc. has completed the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million through its private vehicle, Caliber Hospitality Trust (CHT). The company plans to recycle the sale proceeds, add new equity from its capital markets platform and institutional partners, and begin expanding the CHT hotel portfolio in 2026.

The filing explains that CHT is an institutional-grade platform designed to acquire and recapitalize branded, cash-flowing hotels using tax-efficient structures, value-add acquisitions, select development and strategic partnerships. As CHT grows, Caliber, as sponsor and external advisor, earns asset management and performance fees and may benefit from balance sheet participation, with potential future liquidity paths that could include a non-traded REIT and, longer term, a public listing.

CaliberCos Inc. held a special stockholder meeting and approved major changes to its capital structure and equity compensation. Stockholders amended the charter to increase authorized Class A common stock from 100,000,000 to 500,000,000 shares, effective January 31, 2026, providing a much larger pool of shares the company can issue in the future.

They also approved an amendment to the 2024 Equity Incentive Plan adding 1,000,000 Class A shares for awards and establishing annual increases from January 1, 2027 through January 1, 2034 equal to 15% of outstanding Class A shares on the prior year-end. A proposal to allow stockholder action by less than unanimous written consent did not receive the required 66 2/3% support and failed.

CaliberCos Inc. filed a Form 8-K to disclose that on February 3, 2026 it posted on its website a letter from Chief Executive Officer Chris Loeffler to shareholders and partners. The letter shares his reflections on the company’s 2025 performance and his outlook for 2026.

The CEO letter is furnished, not filed, as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure), meaning it is provided for informational purposes and is not automatically incorporated into other securities law filings.

CaliberCos Inc. reported that it has selected StoneX as an additional institutional platform for trading and custody to support its Digital Asset Treasury (DAT) strategy.

StoneX, through its Prime offering, will provide Caliber with access to deep liquidity and institutional-grade custody, using the same infrastructure trusted by some of the world’s largest financial institutions. The update was furnished as a Regulation FD disclosure via a press release attached as an exhibit, rather than being formally filed for liability purposes.

CaliberCos Inc. filed a current report describing a press release issued on December 11, 2025. The company announced that it has staked 75,000 LINK tokens directly with a leading Chainlink node operator, marking its first direct participation in the core infrastructure that secures the Chainlink Network. The press release is furnished as Exhibit 99.1 under Regulation FD and, along with the related disclosure, is not deemed filed for liability purposes under the Exchange Act or incorporated by reference into other securities law filings except if specifically referenced.

CaliberCos Inc. (CWD) reports that it has regained compliance with Nasdaq’s stockholders’ equity listing standard. The company previously received a notice on August 27, 2025 that its stockholders’ equity was below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1). Based on its Form 10-Q for the period ended September 30, 2025, CaliberCos reported stockholders’ equity of $6,087,000, and Nasdaq has confirmed the company is back in compliance and closed the matter. The company also issued a press release on November 18, 2025 to announce this development.

CaliberCos Inc. (CWD) furnished third‑quarter results materials via a Form 8-K dated November 13, 2025. The company announced a press release and two supplemental packages covering Q3 financial results, including a separate update on its asset management “Platform” business.

The materials attached as Exhibits 99.1, 99.2, and 99.3 are incorporated by reference and are designated as furnished, not filed, under Items 2.02 and 7.01. Exhibit 104 contains the cover page Inline XBRL data.

CaliberCos Inc. (CWD) announced it will release its third quarter 2025 financial results after the close of the market on Thursday, November 13, 2025. The disclosure was furnished under Regulation FD and includes a press release as Exhibit 99.1.

This is a scheduling update; no financial results or guidance were included in the announcement.

CaliberCos Inc. launched a note conversion program allowing holders of certain unsecured promissory notes to convert debt into Class A common stock at a price per share equal to the lower of the five-day average closing price or the prior day’s closing bid. Each closing is limited to approximately $3 million, and shares issued in a conversion are to be registered within ten business days of the respective agreement.

As of October 28, 2025, the company closed its first round: noteholders converted an aggregate principal of $1,897,504.55 (aggregate debt outstanding $1,924,706.74) into 561,747 shares at conversion prices ranging from $3.14 to $3.72. The shares were issued in private transactions exempt from registration under Section 4(a)(2) and/or Regulation D and are “restricted securities” under Rule 144. Management may open additional conversion rounds until all noteholders have participated.

CaliberCos Inc. furnished a corporate presentation under Regulation FD. The company reports that CEO Chris Loeffler presented at the LD Micro Main Event XIX in San Diego on October 30, 2025, and the slide deck was provided as Exhibit 99.1.

The furnished materials are not deemed “filed” under the Exchange Act and are not incorporated by reference into other filings unless specifically referenced. This is an informational update about investor communications at a conference rather than a financial or transactional event.

CaliberCos Inc. filed an 8-K updating Nasdaq compliance. The company reports it believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1) by having stockholders’ equity above $2.5 million as of October 22, 2025.

CaliberCos estimates stockholders’ equity was between $4.5 million and $6.0 million as of September 30, 2025, reflecting transactions since quarter-end including equity offerings and debt conversions. Nasdaq will continue to monitor compliance, and if the next periodic report for the quarter ended September 30, 2025 does not evidence compliance, the company may be subject to delisting, with the right to appeal to a Hearings Panel.

CaliberCos Inc. announced the completion of a strategic purchase of $2.0 million in Chainlink (LINK) tokens to support its Digital Asset Treasury (DAT) Strategy. The company acquired 94,903 LINK at an average price of $21.07 per token (including fees and expenses) on October 16, 2025.

The announcement was disclosed under Item 7.01 (Regulation FD), with a press release furnished as Exhibit 99.1. Because the information was furnished, it is not deemed filed under the Exchange Act.

CaliberCos Inc. (CWD) filed a current report to furnish a press release with selected preliminary estimated financial results for its third quarter. The company states that the press release, dated October 9, 2025 and attached as Exhibit 99.1, contains the preliminary figures. This information is provided under Items 2.02 and 7.01 and is expressly described as being furnished, not filed, which limits its use under certain securities law provisions.

CaliberCos Inc. filed a current report describing a new partnership focused on electric vehicle (EV) charging infrastructure across its real estate portfolio. The company announced it is working with Current, an EV infrastructure investor and developer, and InCharge Energy, which designs, builds, services, and repairs EV charging systems.

The initiative is intended to advance sustainable enhancements at Caliber’s properties by deploying customized EV charging solutions. Details are provided in a press release dated October 7, 2025, which is furnished as an exhibit and not incorporated as a filed part of the company’s periodic reports.

CaliberCos Inc. filed a current report to disclose that on October 1, 2025 it named Blake Janover as the third member of its recently established Caliber Crypto Advisory Board. This advisory board provides strategic oversight and guidance as the company executes its Digital Asset Treasury Strategy.

The company highlights that Mr. Janover brings extensive experience in real estate finance, digital assets and treasury strategy. The announcement was made via a press release attached as Exhibit 99.1, which is furnished under Regulation FD rather than filed for liability purposes under the securities laws.

CaliberCos Inc. reported that its joint venture development, PURE Pickleball & Padel, has reached an important pre-construction milestone. On September 29, 2025, the company announced that PURE’s construction documents are complete and have been submitted to, and accepted for review by, the Salt River Pima-Maricopa Indian Community.

This acceptance begins PURE’s building permitting process, which the company describes as the final step before construction can start on the facility. The update was shared through a press release furnished as an exhibit to this current report.

CaliberCos Inc. filed a current report describing a corporate update under Regulation FD. On September 23, 2025, the company announced in a press release that it has selected Coinbase Prime as its institutional platform for trading and custody to support Caliber’s Digital Asset Treasury (DAT) Strategy. This means Caliber plans to use Coinbase Prime’s services to manage and safeguard the digital assets it holds as part of this treasury approach.

The press release detailing this decision is included as Exhibit 99.1 and is furnished, not filed, under securities laws, which limits its use for certain legal liability and incorporation purposes.

CaliberCos Inc. filed a current report describing a change in its treasury management approach. The company completed a $6.5 million purchase of Chainlink (LINK) tokens as part of its digital asset treasury strategy. This means a portion of its corporate assets is now held in a cryptocurrency rather than traditional cash or securities. The details of this purchase and strategy are discussed further in a press release furnished as Exhibit 99.1.

CaliberCos Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. on September 11, 2025, issuing 15,868 shares of Series B Preferred Stock at $1,000 per share for gross proceeds of $15,868,000. The Series B Preferred Stock has a $1,000 stated value, can be optionally converted at a rate based on a $250.00 conversion price, carries no general voting rights but has protective voting rights, and ranks senior to the company’s common stock in liquidation.

On September 17, 2025, CaliberCos also established an at-the-market equity program under a Sales Agreement with R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC, allowing sales of up to $10,333,203 of Class A common stock through the Managers as sales agents, with commissions of up to 3.0%. The ATM program may be suspended or terminated by either party, and is supported by a previously effective $50,000,000 shelf registration and a new prospectus supplement.

CaliberCos Inc. filed a current report describing the launch of its Digital Asset Treasury strategy. On September 9, 2025, the company completed its initial purchase of Chainlink (LINK) tokens as a system test transaction. This is Caliber’s first transaction under the strategy, which aims to accumulate LINK over time through consistent purchases with a stated objective of pursuing long-term appreciation and current yield via staking. The company furnished a press release with additional details as an exhibit to the report.

CaliberCos Inc. has approved a new Digital Asset Treasury Strategy and Policy that will make digital assets, starting with Chainlink’s LINK token, the principal holding in its treasury reserves. The company may use available liquidity, including proceeds from its existing Equity Line of Credit facility, to purchase LINK and related digital assets, and plans to explore operating Chainlink validator nodes and staking LINK to earn additional LINK rewards.

The filing emphasizes that LINK is highly volatile and less liquid than cash, so declines in its value could materially affect CaliberCos’ earnings and the market price of its Class A common stock. The company details extensive risks around crypto market instability, custody and counterparty failures, cyberattacks, regulatory and tax changes, potential treatment of LINK as a security or investment security under the Investment Company Act, and the possibility that this strategy could complicate relationships with banks, insurers, auditors, and other service providers.

CaliberCos Inc. reported that its joint venture development, PURE Pickleball & Padel™, has entered into a 10-year exclusive agreement with Wolfgang Puck Catering. Under this deal, Wolfgang Puck Catering will provide all food and beverage services at PURE’s venue, including the first-floor restaurant and bar, grab-and-go marketplace, pro arena concessions, as well as the second-floor special events space, teaching kitchen, VIP lounge, and rooftop patio and bar. The arrangement ties a well-known premium catering and hospitality brand to PURE’s sports and entertainment concept, aiming to enhance the customer experience across the facility.