CaliberCos stockholders approve 5x authorized share increase and equity plan expansion; written consent proposal fails

CaliberCos Inc.

Authorized Class A common shares increased from 100M to 500M, effective January 31, 2026.
2024 Equity Incentive Plan amended to add 1M shares and include 15% annual evergreen from 2027–2034.
Proposal to allow stockholder action by less-than-unanimous written consent did not pass; needed 66.67% of voting power.
Special meeting held January 30, 2026; final vote tallies show majority support for charter and plan amendments.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CaliberCos Inc.: Increased authorized shares of Class A Common Stock from 100,000,000 to 500,000,000 (effective 2026-01-31).

Change: charter amendment
Effective: 2026-01-31

Exact text from the filing

the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized number shares of the Company’s Class A Common Stock from 100,000,000 shares to 500,000,000 shares, effective as of 12:01 am E.T. on January 31, 2026 (the “Charter Amendment”).

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89 governance changes filed in the last 30 days. Browse all governance changes →

CaliberCos Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-011049

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