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. 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.
CaliberCos Inc. has set its 2026 annual meeting of stockholders for May 14, 2026, to be held virtually at www.cleartrustonline.com/cwd. Stockholders of record as of March 20, 2026 will be entitled to receive notice of and vote at the meeting.
Because the meeting date is more than 30 days later than the prior year’s meeting, the company has reset deadlines for stockholder business. Proposals for inclusion in proxy materials under Rule 14a-8 and any other director nominations or proposals must be received by March 29, 2026. Separate notice for those intending to solicit proxies for alternate director nominees under the universal proxy rules must be postmarked or transmitted by March 16, 2026.
CaliberCos Inc. has scheduled the release of its fourth quarter 2025 financial results for after the close of the stock market on Wednesday, March 25, 2026. The company will host a webcast and conference call the same day at 5:00 p.m. ET to discuss the results.
Participants can join by phone using domestic number (800) 715-9871 or international number (646) 307-1963 with conference ID 9236380, or listen via the investor relations section of Caliber’s website, where replay and presentation materials will also be available.
CaliberCos Inc. has completed the sale of the Holiday Inn Ocotillo in the Phoenix–Chandler submarket for $13.0 million through its private vehicle, Caliber Hospitality Trust (CHT). The company plans to recycle the sale proceeds, add new equity from its capital markets platform and institutional partners, and begin expanding the CHT hotel portfolio in 2026.
The filing explains that CHT is an institutional-grade platform designed to acquire and recapitalize branded, cash-flowing hotels using tax-efficient structures, value-add acquisitions, select development and strategic partnerships. As CHT grows, Caliber, as sponsor and external advisor, earns asset management and performance fees and may benefit from balance sheet participation, with potential future liquidity paths that could include a non-traded REIT and, longer term, a public listing.
CaliberCos Inc. held a special stockholder meeting and approved major changes to its capital structure and equity compensation. Stockholders amended the charter to increase authorized Class A common stock from 100,000,000 to 500,000,000 shares, effective January 31, 2026, providing a much larger pool of shares the company can issue in the future.
They also approved an amendment to the 2024 Equity Incentive Plan adding 1,000,000 Class A shares for awards and establishing annual increases from January 1, 2027 through January 1, 2034 equal to 15% of outstanding Class A shares on the prior year-end. A proposal to allow stockholder action by less than unanimous written consent did not receive the required 66 2/3% support and failed.
CaliberCos Inc. filed a Form 8-K to disclose that on February 3, 2026 it posted on its website a letter from Chief Executive Officer Chris Loeffler to shareholders and partners. The letter shares his reflections on the company’s 2025 performance and his outlook for 2026.
The CEO letter is furnished, not filed, as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure), meaning it is provided for informational purposes and is not automatically incorporated into other securities law filings.