Caliber Announces Reverse Stock Split Effective May 2, 2025

Rhea-AI Summary

Caliber (NASDAQ: CWD) has announced a 1-for-20 reverse stock split effective May 2, 2025. This strategic move aims to maintain Nasdaq listing compliance by meeting the $1.00 minimum bid price requirement.

The reverse split will automatically convert every twenty existing shares into one new share, affecting both Class A and Class B common stock. After the split, Class A shares will decrease from approximately 18.57 million to 928,715, while Class B shares will reduce from 7.42 million to 370,821.

Key points:

• Trading continues under symbol CWD with new CUSIP: 13000T604
• No change to par value or authorized shares
• Fractional shares rounded up to nearest whole share
• Stockholders need not take action; positions adjust automatically

Positive

• Proactive measure to maintain Nasdaq listing compliance
• No fractional shares - all rounded up to nearest whole share
• Stockholders not required to take any action for the split

Negative

• Stock price below $1 minimum bid requirement
• Significant share reduction: Class A from 18.57M to 928K shares
• No guarantee of meeting minimum bid price requirement despite reverse split
• Substantial dilution of share value (1:20 ratio)

Insights

Financial Markets Analyst

Caliber's 1-for-20 reverse split aims to regain Nasdaq compliance but indicates serious prior share price deterioration.

Caliber's announced 1-for-20 reverse stock split represents a significant corporate action primarily designed to regain compliance with Nasdaq's minimum bid price requirement of $1.00. The company explicitly acknowledges uncertainty around this outcome, stating "there is no guarantee the Company will meet the minimum bid price requirement" even after implementation.

The selection of the maximum ratio (1:20) from their approved range (1:5 to 1:20) suggests substantial share price weakness has occurred. Post-split, Caliber's outstanding shares will dramatically decrease from approximately 18.57 million Class A and 7.42 million Class B shares to just 928,715 and 370,821 shares respectively.

From a mechanical perspective, this action is technically share-price neutral as the reduction in share count proportionally increases per-share price without changing total equity value. Shareholders will automatically receive 1 new share for every 20 currently held, with fractional shares rounded up to the nearest whole share.

While reverse splits maintain exchange listing eligibility and potentially attract institutional investors who face minimum share price restrictions, they typically signal that a company has experienced prolonged share price deterioration. The market often interprets these actions negatively as they address symptoms rather than underlying business fundamentals that may have caused the initial price decline.

SCOTTSDALE, Ariz., April 30, 2025 (GLOBE NEWSWIRE) -- Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will effect a 1-for-20 reverse stock split (“Reverse Stock Split”) of its Class A common stock, par value $0.001 per share (“Class A Common Stock”) and Class B common stock, par value $0.001 per share (“Class B Common Stock”, together with the Class A Common Stock, the “Common Stock”), that will become effective on May 2, 2025, at 12:01 a.m. Eastern Time. The Class A Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol CWD and will begin trading on a split-adjusted basis when the market opens on May 2, 2025. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 13000T604.

The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.

At the Company’s Special Meeting of Stockholders held on April 21, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-5 to 1-for-20. The Company’s board of directors approved a 1-for-20 reverse split ratio, and the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective May 2, 2025.

The 1-for-20 Reverse Stock Split will automatically combine and convert twenty current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares). Currently, prior to the Reverse Stock Split, there are approximately 18,574,292 shares of Class A Common Stock and 7,416,414 shares of Class B Common Stock outstanding, which after the Reverse Stock Split, will be reduced to approximately 928,715 shares of Class A Common Stock and 370,821 shares of Class B Common Stock outstanding.

Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

About Caliber (CaliberCos Inc.)

With over $2.9 billion in Managed Assets, Caliber’s 16-year track record of managing and developing real estate is built on a singular goal: to make money in all market conditions, specializing in hospitality, multi-family residential, and multi-tenant industrial. Our growth is fueled by performance and a key competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions often overlook. Integral to this advantage is our in-house shared services group, which gives Caliber greater control over our real estate and enhanced visibility into future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. and/or invest directly in our Private Funds.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential" and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Caliber and are difficult to predict. Examples of such risks and uncertainties include but are not limited to how Caliber’s stock will perform after the Reverse Stock Split, Caliber’s ability to timely implement the Reverse Stock Split, the success of the Reverse Stock Split, and Caliber’s ability to regain compliance with Nasdaq Listing standards. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Caliber with the Securities and Exchange Commission. Caliber anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Caliber assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Caliber’s plans and expectations as of any subsequent date.

Caliber:
Caliber Investor Relations:
Ilya Grozovsky
+1 480-295-7600
Ilya@CaliberCo.com

FAQ

What is the Caliber (CWD) reverse stock split ratio and effective date?

Caliber (CWD) will implement a 1-for-20 reverse stock split effective May 2, 2025, at 12:01 a.m. Eastern Time. This means every 20 current shares will be converted into 1 share.

How many shares of Caliber (CWD) will be outstanding after the May 2025 reverse split?

After the reverse split, Caliber will have approximately 928,715 shares of Class A Common Stock and 370,821 shares of Class B Common Stock outstanding, down from 18,574,292 and 7,416,414 shares respectively.

Why is Caliber (CWD) doing a reverse stock split in 2025?

Caliber is implementing the reverse stock split primarily to comply with Nasdaq's $1.00 minimum bid price requirement to maintain its listing. However, there is no guarantee the company will meet this requirement.

Do Caliber (CWD) shareholders need to take action for the May 2025 reverse split?

No, shareholders don't need to take action. Registered stockholders with book-entry shares and those owning shares through brokers will have their positions automatically adjusted to reflect the reverse split.

Will the Caliber reverse split affect stockholder ownership percentages?

No, the reverse split will not alter any stockholder's percentage interest in Caliber's equity, except for minor adjustments due to the rounding up of fractional shares to the nearest whole share.