CalEthos (GEDC) CEO Joel Stone reports 12.2% beneficial stake

Rhea-AI Filing Summary

Joel Drake Stone, Chairman and CEO of CalEthos, Inc., filed a Schedule 13D reporting beneficial ownership of 3,750,000 shares of common stock, representing 12.2% of the class, including shares issuable upon exercise of vested stock options.

The ownership percentage is based on 25,730,540 shares reported as issued and outstanding in CalEthos’s Form 10-K and counts the vested options as if exercised. Stone holds sole voting and dispositive power over all reported shares, which were granted as equity compensation under multiple option awards and an executive employment agreement.

Key Figures

Beneficial ownership: 3,750,000 shares Ownership percentage: 12.2% Shares outstanding baseline: 25,730,540 shares +4 more

7 metrics

Beneficial ownership 3,750,000 shares Common stock, including shares issuable from vested options

Ownership percentage 12.2% Percent of CalEthos common stock class represented by 3,750,000 shares

Shares outstanding baseline 25,730,540 shares Shares issued and outstanding as reported in Form 10-K used for 13D calculation

Option grant June 19, 2023 1,250,000 shares Options issued to Stone exercisable for up to 1,250,000 common shares

Option grant June 20, 2023 1,250,000 shares Additional options exercisable for up to 1,250,000 common shares

Option grant Dec. 6, 2023 1,000,000 shares Options issued exercisable for up to 1,000,000 common shares

Option grant Mar. 27, 2026 2,000,000 shares “March Options” granted under executive employment agreement

Key Terms

Schedule 13D, beneficially owned, sole voting power, sole dispositive power, +1 more

5 terms

Schedule 13D regulatory

"The Reporting Person is filing this to report that he has acquired securities of the Issuer"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,750,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole Voting Power 3,750,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 3,750,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

executive employment agreement financial

"the Reporting Person entered into an executive employment agreement (the "Employment Agreement") with the Issuer"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CalEthos, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

(CUSIP Number)

Joel Stone
1881 S Palm Canyon Drive,
Palm Springs, CA, 92264
(206) 604-1698

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Joel Drake Stone

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,750,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,750,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,750,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 3,750,000 shares of Common Stock (as defined in Item 1), issuable upon the exercise of vested options (the "Vested Options") granted to the Reporting Person by the Issuer (as defined below). (2) Based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, filed with the United States Securities and Exchange Commission on March 31, 2026 (the "Form 10-K"), and includes 3,750,000 shares of Common Stock issuable upon the exercise of the Vested Options.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: CalEthos, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11753 Willard Avenue,, Tustin,, CALIFORNIA , 92782.
Item 1 Comment: This Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of CalEthos, Inc., a Nevada corporation (the "Issuer").
Item 2.	Identity and Background
(a)	Joel Drake Stone (the "Reporting Person")
(b)	1881 S Palm Canyon Drive, Palm Springs, CA, 92264
(c)	The Reporting Person is the Chairman of the Board of Directors and the Chief Executive Officer of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On June 19, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,250,000 shares of Common Stock. On June 20, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,250,000 shares of Common Stock. On December 6, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,000,000 shares of Common Stock. On March 27, 2026, the Issuer also issued options to the Reporting Person exercisable for up to 2,000,000 shares of Common Stock (the "March Options").
Item 4.	Purpose of Transaction
	The Reporting Person is filing this Schedule 13D to report that he has acquired securities of the Issuer in connection with his service as an executive officer of the Issuer. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, he has no present intention of doing so.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages reported in this Schedule 13D are calculated based on 25,730,540 Shares issued and outstanding as of March 31, 2025 as reported in the Issuer's Form 10-K, and includes 3,750,000 shares of Common Stock issuable upon the exercise of the Vested Options. Aggregate number of shares beneficially owned: 3,750,000 Percentage: 12.2%
(b)	Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 3,750,000 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,750,000 (iv) Shared power to dispose or to direct the disposition of: 0
(c)	Other than pursuant to the transactions described in this Schedule 13D, the Reporting Person has not acquired or disposed of any shares of Common Stock during the past sixty days.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On March 27, 2026, the Reporting Person entered into an executive employment agreement (the "Employment Agreement") with the Issuer pursuant to which, among other things, the Reporting Person was granted the March Options in connection with his employment as the Chairman and Chief Executive Officer of the Issuer. The Employment Agreement is attached as Exhibit 1 to this Schedule 13D. Other than the Employment Agreement described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Employment Agreement, dated March 27, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Joel Drake Stone

Signature:	/s/ Joel Drake Stone
Name/Title:	Joel Drake Stone
Date:	04/16/2025

FAQ

What ownership stake in CalEthos (GEDC) does Joel Drake Stone report?

Joel Drake Stone reports beneficial ownership of 3,750,000 CalEthos common shares, representing 12.2% of the outstanding class. This figure includes shares issuable upon exercise of vested stock options granted to him in his role as Chairman and Chief Executive Officer.

How many CalEthos (GEDC) shares are outstanding for this 13D calculation?

The Schedule 13D states that the 12.2% ownership is calculated using 25,730,540 CalEthos shares issued and outstanding. This outstanding share figure comes from the company’s Form 10-K and includes the 3,750,000 shares issuable from vested options.

What types of securities does Joel Drake Stone hold in CalEthos (GEDC)?

Joel Drake Stone’s reported position consists of 3,750,000 shares of CalEthos common stock issuable upon exercise of vested stock options. These options were granted across several dates as equity compensation tied to his executive roles with the company.

Does Joel Drake Stone have sole voting power over his CalEthos (GEDC) stake?

Yes. The filing reports that Stone has sole voting power over 3,750,000 CalEthos shares and no shared voting power. He also has sole dispositive power over the same number of shares, indicating full individual control over voting and disposition decisions.

How did Joel Drake Stone acquire his CalEthos (GEDC) options?

Stone received CalEthos stock options through his executive service. Grants include 1,250,000-share options on June 19, 2023, another 1,250,000 on June 20, 2023, 1,000,000 on December 6, 2023, and 2,000,000 options on March 27, 2026 under an employment agreement.

What agreement is linked to the March 27, 2026 CalEthos (GEDC) option grant?

The March 27, 2026 grant of options exercisable for up to 2,000,000 CalEthos shares is tied to an executive employment agreement. This agreement covers Joel Drake Stone’s role as Chairman and Chief Executive Officer and is filed as an exhibit to the Schedule 13D.