Every S-3 that CaliberCos Inc. (CWD) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-3 covers the shelf registration that lets an established company sell over time, so if you follow CWD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CWD filings page.
CaliberCos Inc. (CWD) has filed a resale registration for up to 2,162,791 shares of Class A common stock to permit certain selling stockholders to resell shares they received in March 2026. The Shares consist of up to 1,707,900 shares issued for cancelled notes and up to 454,891 shares issuable upon conversion of Series AAA Preferred Stock.
The Company will not receive proceeds from sales under this prospectus; proceeds, if any, will go to the selling stockholders. The filing states that an aggregate of $3,450,271 of indebtedness was cancelled in connection with the subscriptions. Shares outstanding prior to this offering were 6,682,240 and the post-offering stated figure is 8,845,031.
CaliberCos Inc. filed a Form S-3 to register 561,747 shares of Class A common stock for resale by selling stockholders. The shares were issued in October 2025 upon conversions of outstanding notes totaling $1,897,504.55 at conversion prices ranging from $3.14 to $3.72 per share. The company will not receive any proceeds from sales by the selling stockholders, though it benefits from the extinguishment of the converted notes.
The prospectus permits sales at fixed or market prices through various methods, including brokerage transactions, block trades, privately negotiated deals, hedging, and short sales after the registration statement is declared effective. As context, shares of Class A common stock outstanding were 5,574,821 as of October 29, 2025. Including the registered shares, the table shows 6,136,568 Class A shares outstanding after the offering. Examples of holder amounts include PRP AQUATICS, INC 223,881 and CJR Investments LLC 44,777. Caliber’s Class A stock trades on Nasdaq as “CWD,” with a last reported price of $3.14 on October 28, 2025.
CaliberCos Inc. (S-3) describes the company’s fee-based private equity real estate platform and the securities being registered. The filing details multiple revenue streams: organizational and offering fees recognized at contract completion; fund management fees generally of 1.0%–1.5% of unreturned capital (and 0.7% of enterprise value for the Caliber Hospitality Trust); financing fees recognized at loan closing and fees for guaranteeing loans; real estate development and construction management fees of up to 4.0% each (combined up to 6%); brokerage fees at fixed rates for transactions; and performance allocations typically of 15.0%–35.0% of cash distributions after fund preferred returns.
The filing lists 4,598,509 shares of Class A common stock issued and outstanding as of September 23, 2025, and enumerates potential additional shares from preferred stock conversions, options, RSUs, warrants, convertible debt, a $25 million equity purchase agreement, Rights and plan reserves. The document also describes certain corporate governance and regulatory exemptions available to smaller or emerging reporting companies and specifies redemption fee schedules of 10%, 8%, and 6% depending on timing.