Welcome to our dedicated page for CaliberCos SEC filings (Ticker: CWD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CaliberCos Inc. (CWD) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as a Nasdaq Capital Market issuer. Caliber, an alternative asset manager with a private equity real estate platform and a Digital Asset Treasury strategy anchored in Chainlink’s LINK token, uses filings such as Form 8-K to report material events, capital structure changes, and key business updates.
Investors reviewing CWD filings will find multiple Form 8-K reports describing topics like equity offerings, a note conversion program that allows holders of certain unsecured promissory notes to convert into Class A common stock, and the resulting impact on debt levels and stockholders’ equity. Other 8-K filings discuss Nasdaq Listing Rule 5550(b)(1) stockholders’ equity compliance, including prior notifications of deficiency and subsequent confirmation that Caliber regained compliance based on reported equity levels.
Caliber also uses Form 8-K to furnish press releases about its financial results, including quarterly earnings, preliminary estimates, and supplemental information on its asset management "Platform" performance. Additional filings cover the launch and evolution of its Digital Asset Treasury strategy, including strategic purchases of LINK tokens, staking activity with Chainlink node operators, and the selection of institutional trading and custody platforms such as Coinbase Prime and StoneX.
Through Stock Titan, users can monitor new Caliber filings as they appear on EDGAR and use AI-powered summaries to quickly understand the significance of each document. This includes identifying how specific filings relate to capital management, digital asset holdings, listing status, and the performance of Caliber’s asset management platform. Filings related to insider transactions (Form 4), annual reports (Form 10-K), and quarterly reports (Form 10-Q), when available, can be reviewed alongside 8-Ks to build a more complete picture of CWD’s regulatory and financial history.
CaliberCos Inc. furnished an update on its Hyatt Studios hotel development platform, describing three extended-stay hotel projects in Steamboat Springs, Riverwalk/Scottsdale, and Georgetown.
The Steamboat Springs project has closed acquisition and construction financing, is expected to break ground in the second quarter of 2026, and is targeted to open in the third or fourth quarter of 2027. Caliber outlines a model of building and stabilizing these hotels, then transitioning them into long-term ownership through Caliber Hospitality Trust using a forward purchase structure.
The company is offering accredited investors access to the Hyatt Studios development platform via a diversified feeder fund or project-specific investments, with targeted levered IRRs in the low-to-mid-20% range and targeted equity multiples of approximately 2.3x–2.6x over a six-year hold, supported in Steamboat by about $1.14 million of Hyatt brand capital.
CaliberCos Inc. reported further progress in its debt reduction strategy by completing a second round of its Noteholder Conversion Program. In this round, approximately $1.9 million of unsecured corporate notes were converted into Class A common stock and approximately $1.5 million were converted into Series AAA Convertible Preferred Stock, reducing corporate debt by about $3.4 million.
In total, the program has cut debt by approximately $5.3 million since October 2025. The newly created Series AAA Convertible Preferred Stock carries a 12% annual cumulative dividend and can be converted into Class A common shares in three equal tranches at $2.50, $3.50, and $4.50 per share. The company also filed a resale registration statement related to these transactions and reiterated that reducing debt is a key step toward its goal of adjusted EBITDA and net operating income profitability in 2026.
CaliberCos Inc. launched a note conversion program that exchanges unsecured promissory notes for equity, reducing debt by $3,450,271. Note holders converted $1,921,771 of notes into 1,707,900 Class A common shares and $1,528,500 of notes into 1,529 shares of new Series AAA convertible preferred stock.
The company also aligned its existing Series A preferred stock so it ranks pari passu with Series AAA and matches its conversion mechanics. Both Series A and Series AAA preferred carry a 12% annual dividend and defined conversion rates into Class A common stock at $2.50, $3.50, and $4.50 tranches.
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. reported that PURE Pickleball & Padel, its co-developed 196,000-square-foot indoor pickleball and padel facility near Scottsdale, Arizona, has received all required building permits, clearing the final regulatory hurdle before groundbreaking. The permits cap a 900-day process involving extensive meetings, community hearings, and design reviews.
The flagship facility, located on 11.44 acres in a Qualified Opportunity Zone, is expected to become the world’s largest indoor pickleball and padel venue with 48 courts, a championship arena, and year-round programming, with opening anticipated in 2027. Caliber and PURE are offering accredited investors access via a structured investment offering through a dedicated QOZ Fund, while Caliber finalizes construction financing and closes the equity round.
CaliberCos Inc. is asking stockholders to elect five directors, including new nominee Jerome Alan Reid Jr., and to ratify Urish Popeck & Co., LLC as independent auditor for the year ending December 31, 2026. The virtual annual meeting is scheduled for May 14, 2026. Holders of Class A common stock have one vote per share and holders of Class B common stock have ten votes per share, voting together as a single class. Deloitte & Touche LLP, the prior auditor, had included a going concern explanatory paragraph in its 2024 report due to negative operating cash flows and limited resources to meet debt maturities.
CaliberCos Inc. announced a planned board transition. Directors Dan Hansen and Michael Trzupek informed the company they will not stand for election at the 2026 Annual Meeting and will serve until that date. The board approved reducing its size to five directors effective at the meeting.
The company has nominated J. Alan Reid, Jr. as an independent director, expected to chair the Compensation Committee if elected. Reid brings more than three decades of asset management and capital markets experience, including growing assets under management from about $70 million to $7 billion and overseeing more than $3 billion in real estate-related assets.
Caliber describes itself as a real estate-focused alternative asset manager with over $2.6 billion in managed assets and a 17-year track record, and notes its recent integration of blockchain, tokenization, and digital asset strategies into its platform.
CaliberCos Inc. announced that an institutional investor converted approximately $15.9 million of perpetual convertible preferred equity into shares of its common stock. The original investment involved 15,868 shares of Series B Preferred Stock at $1,000 per share, for gross proceeds of $15,868,000.
The holder exercised its conversion right at $250 per share, leading to the issuance of 63,472 shares of common stock. The preferred equity carried no dividend and had no maturity date, so the conversion removes about $15.9 million of senior preferred equity and replaces it with common equity, simplifying Caliber’s capital structure.
CaliberCos Inc. is a diversified alternative asset manager focused on middle-market real estate and related services, with more than $2.6 billion in Managed Assets, including $0.8 billion of assets under management and $1.9 billion of assets under development. The company earns fund management, development, brokerage and financing fees, plus performance allocations typically ranging from 15% to 35% of distributions after preferred returns of 6% to 12%. In 2025 it adopted a Board-approved digital asset treasury policy and accumulated 562,535 LINK tokens, with a cost basis of $12.6 million and fair value of $6.8 million as of December 31, 2025, all held with Coinbase Custody and not yet staked. Management estimates potential staking yields of roughly 3%–9% annualized. The company effected a 1-for-20 reverse stock split on May 2, 2025 and had 7,053,062 total common shares outstanding as of March 23, 2026. Caliber highlights significant risk factors, including reliance on raising new fund capital, sensitivity to interest rates and inflation, heavy competition, exposure to real estate and digital asset volatility, and $29.6 million of corporate notes outstanding at December 31, 2025, most maturing within 12 months without sufficient cash currently on hand to satisfy them.
CaliberCos Inc. reported weak fourth quarter and full year 2025 results but set guidance for a return to growth and profitability in 2026. For 2025, Platform revenue was $15.2 million, down from $20.9 million, and Platform net loss widened to $21.2 million, or $7.50 per diluted share. Consolidated revenue was $20.1 million versus $51.1 million in 2024, largely due to deconsolidating a major hotel asset, while consolidated net loss attributable to Caliber widened to $21.8 million from $19.8 million. Consolidated Adjusted EBITDA swung from $7.0 million in 2024 to a $0.8 million loss, although Platform Adjusted EBITDA modestly improved to a $2.4 million loss from a $2.7 million loss. Management guided 2026 revenue to a range of $18 million to $22 million and expects positive net operating income and adjusted EBITDA, driven mainly by project-level financings and capital formation. Fair value assets under management were $779.7 million, down 1.9%, while managed capital grew 5.0% to $517.2 million. Caliber’s digital asset treasury held 562,535 Chainlink (LINK) tokens valued at $6.9 million at year-end, and the company has begun staking and tokenizing real estate projects as part of its digital strategy.