Welcome to our dedicated page for CaliberCos SEC filings (Ticker: CWD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CaliberCos Inc. filings document the formal disclosures of a Nasdaq-listed alternative asset manager with private real estate funds, development and financing activities, and a digital asset treasury component. Recent 8-K reports include Regulation FD announcements, earnings-call timing, project updates, capital-structure changes and material definitive agreements tied to noteholder conversion activity.
Caliber's SEC records also cover securities and governance matters, including Class A common stock, Series AAA Convertible Preferred Stock, preferred equity conversions, registration rights, and resale registration activity. Proxy materials document annual meeting voting items such as director elections and the ratification of the independent registered public accounting firm, while the company's filings identify it as an emerging growth company.
CaliberCos Inc. is a diversified alternative asset manager focused on middle-market real estate and related services, with more than $2.6 billion in Managed Assets, including $0.8 billion of assets under management and $1.9 billion of assets under development. The company earns fund management, development, brokerage and financing fees, plus performance allocations typically ranging from 15% to 35% of distributions after preferred returns of 6% to 12%. In 2025 it adopted a Board-approved digital asset treasury policy and accumulated 562,535 LINK tokens, with a cost basis of $12.6 million and fair value of $6.8 million as of December 31, 2025, all held with Coinbase Custody and not yet staked. Management estimates potential staking yields of roughly 3%–9% annualized. The company effected a 1-for-20 reverse stock split on May 2, 2025 and had 7,053,062 total common shares outstanding as of March 23, 2026. Caliber highlights significant risk factors, including reliance on raising new fund capital, sensitivity to interest rates and inflation, heavy competition, exposure to real estate and digital asset volatility, and $29.6 million of corporate notes outstanding at December 31, 2025, most maturing within 12 months without sufficient cash currently on hand to satisfy them.
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. is calling a virtual special stockholder meeting on January 30, 2026 to vote on several significant capital and governance changes. Stockholders are asked to approve an amendment to increase authorized Class A common stock from 100,000,000 to 500,000,000 shares, giving the company more flexibility to issue equity for financing, acquisitions and other corporate purposes.
They will also vote on allowing stockholder action by less than unanimous written consent and on amending the 2024 Equity Incentive Plan to add 1,000,000 Class A shares and introduce automatic annual increases from 2027 through 2034 equal to 15% of Class A shares outstanding at the prior year-end. A separate proposal would permit adjournment of the meeting to solicit additional proxies if needed. As of December 31, 2025, there were 6,534,319 Class A and 370,822 Class B shares outstanding, with CEO John C. Loeffler II and President Jennifer Schrader jointly controlling 54.3% of the total voting power through Class B stock.
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.