CaliberCos Changes Fiscal Year End

TL;DR

CaliberCos is shifting its fiscal year end from Dec 31 to Oct 31, effective Nov 26.

AI Summary

CaliberCos Inc. filed an 8-K on December 4, 2024, reporting a change in its fiscal year end from December 31 to October 31. This change was approved by the board of directors on November 26, 2024, and is effective immediately. The company's previous fiscal year ended on December 31, 2023.

Why It Matters

This change in fiscal year end may impact how investors and analysts evaluate the company's financial performance and compare it to industry peers.

Risk Assessment

Risk Level: low — This is a routine administrative change related to financial reporting and does not inherently introduce new business risks.

Key Numbers

• 12-31 — Previous Fiscal Year End (The company's reporting period previously concluded on this date.)
• 10-31 — New Fiscal Year End (The company will now conclude its reporting period on this date.)

Key Players & Entities

• CaliberCos Inc. (company) — Registrant
• November 26, 2024 (date) — Date of board approval for fiscal year change
• December 31 (date) — Previous fiscal year end
• October 31 (date) — New fiscal year end
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — stered Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC Indic
• $20 — ed Stock has an initial stated value of $20.00, subject to appropriate adjustment i
• $1.00 — of issuance, but in no event less than $1.00 per share. Optional Conversion . At a
• $0.5114 — te equal to the Stated Value divided by $0.5114 (the "First Tranche Conversion Rate"),
• $0.7671 — te equal to the Stated Value divided by $0.7671 (the "Second Tranche Conversion Rate"),
• $1.0228 — te equal to the Stated Value divided by $1.0228 (the "Third Tranche Conversion Rate"),
• $1.2785 — te equal to the Stated Value divided by $1.2785 (the "Fourth Tranche Conversion Rate").
• $0 — ock and Class B common stock, par value $0.001, with respect to the preferences pr

Filing Documents

• cwd-20241126.htm (8-K) — 37KB
• calibercertificateofdesign.htm (EX-3.1) — 125KB
• 0001627282-24-000136.txt ( ) — 317KB
• cwd-20241126.xsd (EX-101.SCH) — 2KB
• cwd-20241126_lab.xml (EX-101.LAB) — 24KB
• cwd-20241126_pre.xml (EX-101.PRE) — 14KB
• cwd-20241126_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 26, 2024, CaliberCos Inc. (the "Company") filed a Certificate of Designations, Preferences and Rights (the "Certificate of Designation") with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company's Series A Convertible Preferred Stock, par value $0.001 (the "Series A Preferred Stock"). The Series A Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Certificate of Designation. The following is a summary description of the terms and the general effect of the issuance of the shares of Series A Preferred Stock on the Company's other classes of registered securities. There are seven hundred fifty thousand (750,000) shares of the Series A Preferred Stock designated. Dividends. The holders of the shares of Series A Preferred Stock will be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable annually, at the Company's option, (i) in cash or (ii) in shares of the Company's Class A common stock, par value $0.001 ("Class A Common Stock"), at a price per share of Class A Common Stock equal to the lower of (A) the average closing price of Class A Common Stock as quoted on the principal trading market, if any, in which the shares of Class A Common Stock then

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 3.1 Certificate of Designation, Preferences and Rights relating to the Series A Convertible Preferred Stock, dated November 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CaliberCos Inc. Date: December 3, 2024 By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR