CaliberCos Inc. Files 8-K with Material Agreements and Equity Disclosures

TL;DR

CaliberCos Inc. filed an 8-K on 10/28/25 detailing material agreements, equity sales, and financial updates.

AI Summary

On October 28, 2025, CaliberCos Inc. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• CaliberCos Inc. (company) — Registrant
• October 28, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 8901 E. Mountain View Rd. Ste. 150 (address) — Principal Executive Offices
• Scottsdale, AZ 85258 (address) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC Ind
• $3 million — ill limit each Closing to approximately $3 million in total value of the Notes. The conver
• $1,924,706.74 — having an aggregate debt outstanding of $1,924,706.74 and principal amount of $1,897,504.55 a
• $1,897,504.55 — f $1,924,706.74 and principal amount of $1,897,504.55 and closed its first round of conversio
• $3.14 — Notes at conversion prices ranging from $3.14 to $3.72. The applicable Notes in the a
• $3.72 — conversion prices ranging from $3.14 to $3.72. The applicable Notes in the aggregate

Filing Documents

• tm2529978d1_8k.htm (8-K) — 34KB
• tm2529978d1_ex10-1.htm (EX-10.1) — 30KB
• tm2529978d1_ex99-1.htm (EX-99.1) — 10KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 6KB
• 0001104659-25-105047.txt ( ) — 262KB
• cwd-20251028.xsd (EX-101.SCH) — 3KB
• cwd-20251028_lab.xml (EX-101.LAB) — 33KB
• cwd-20251028_pre.xml (EX-101.PRE) — 22KB
• tm2529978d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. In October 2025, CaliberCos Inc. (the "Company") launched a note conversion program (the "Program") pursuant to which holders (the "Note Holders") of certain of the Company's unsecured, outstanding promissory notes (the "Notes") may elect to convert all or part of their Notes into shares of the Company's Class A common stock, par value $0.001 ("Common Stock") pursuant to conversion agreements. The Program provides that the Notes may be converted in one or more closings (each, a "Closing") in exchange for shares of Common Stock at a per share conversion price equaling the lower of (i) the average closing price of the Common Stock over the five trading days prior to the execution of the respective conversion agreement, or the (ii) closing bid price of the Common Stock the business day preceding the execution of the respective conversion agreement (the "Conversion Prices"). The Company will limit each Closing to approximately $3 million in total value of the Notes. The conversion agreements will provide that the shares of Common Stock issued upon the conversion of the Notes will be registered within ten (10) business days of the date of the executed conversion agreement. After each Closing, the Company's management may open additional conversion rounds until all Note Holders have participated. As of October 28, 2025, the Company entered into conversion agreements (collectively, the "Conversion Agreements") with the Note Holders of the Notes having an aggregate debt outstanding of $1,924,706.74 and principal amount of $1,897,504.55 and closed its first round of conversions. Pursuant to the Conversion Agreements, the applicable Note Holders converted and canceled all or part of the applicable Note Holders' Notes at conversion prices ranging from $3.14 to $3.72. The applicable Notes in the aggregate principal amount of $1,897,504.55 converted into an aggregate of 561,747 shares of Common Stock (the "Conversion Shar

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 regarding the issuance of the Conversion Shares is hereby incorporated herein by reference. The Conversion Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Conversion Shares constitute "restricted securities" within the meaning of Rule 144 under the Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 31, 2025, the Company issued a press release announcing that the Board approved the Program and the completion of the conversion of principal balance notes. A copy the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01. The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 Form of Conversion Agreement 99.1 Press Release dated October 31, 2025 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: October 31, 2025 By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR