[Form 4] CaliberCos Inc. Insider Trading Activity

Rhea-AI Filing Summary

CaliberCos Inc. (CWD) filed a Form 4 on 20 June 2025 disclosing a routine equity compensation transaction for director Michael Trzupek. On 17 June 2025 the director received 5,052 employee stock options under the company’s 2024 Equity Incentive Plan.

• Exercise price: $3.55 per share
• Date exercisable: 17 June 2025 (immediate vesting indicated by same grant and exercisable date)
• Expiration: 17 June 2035 (10-year term)
• Securities underlying option: Class A common stock
• Post-grant holdings: 15,567 derivative securities (options) reported as beneficially owned; no common-share transactions reported in Table I
• Ownership nature: Direct

No sale of shares, change in ownership structure, or other derivative activity was reported. The filing merely documents an annual director compensation grant; therefore, it does not indicate any change in insider sentiment or company fundamentals. Investors typically view such issuances as non-dilutive in the short term because they are contingent on exercise at a premium to the current share price.

Insights

Financial Analyst

TL;DR – Routine director option grant; minimal immediate valuation impact.

The 5,052 options equal a very small fraction of CaliberCos’ outstanding shares (exact float not provided in the filing). Because options are priced at $3.55 and expire in 2035, any dilutive effect materialises only if the share price exceeds the strike. Such grants are standard governance practice and align director incentives with shareholder returns. There are no buying or selling signals, cash movements, or disclosed performance hurdles. Consequently, the transaction is administrative rather than strategic.

Corporate Governance Specialist

TL;DR – Grant aligns board incentives; governance‐neutral event.

The award is issued under the 2024 Equity Incentive Plan, signalling continued use of shareholder-approved compensation structures. Immediate exercisability is customary for non-employee directors and poses no red-flag. The director’s aggregate 15,567 options remain well below ownership levels that would trigger control or disclosure thresholds. No Section 16(b) short-swing profit implications arise. Overall, this is a normal, transparent disclosure with no governance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Trzupek Michael

(Last) (First) (Middle)

8901 E MOUNTAIN VIEW RD

#150

(Street)

SCOTTSDALE AZ 85258

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CaliberCos Inc. [ CWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)(1)	$3.55	06/17/2025		A		5,052		06/17/2025	06/17/2035	Class A Common Stock	5,052	(2)	15,567	D

Explanation of Responses:

1. Employee Stock Options (right to buy)("Options") granted pursuant to Issuer's 2024 Equity Incentive Plan. Such Options represent a portion of Reporting Person's compensation as a director of Issuer.

2. Not applicable.

Remarks:

	/s/ Michael Trzupek	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many options did CaliberCos (CWD) director Michael Trzupek receive?

He received 5,052 employee stock options on 17 June 2025.

What is the exercise price of the newly granted CWD options?

The options carry an exercise price of $3.55 per share.

When do the director’s new CWD options expire?

The options expire on 17 June 2035, giving a 10-year term.

Did the Form 4 report any sale or purchase of CaliberCos common shares?

No. Table I shows no transactions in non-derivative (common) shares.

What is the director’s total derivative ownership after this grant?

Following the transaction, Michael Trzupek beneficially owns 15,567 options.