8-K
filed April 14, 2026, 7:59 PM ET
ticker CWD
CIK 0001627282
other material
confidence high
sentiment negative
materiality 0.65
CaliberCos converts $3.45M debt into common and Series AAA preferred; amends Series A to rank pari passu
CaliberCos Inc.
- Converted $1,921,771 of Notes into 1,707,900 shares of Class A common stock as of April 9, 2026.
- Converted $1,528,500 of Notes into 1,529 shares of newly created Series AAA Convertible Preferred Stock.
- Series AAA Preferred: $1,000 stated value, 12% annual non-cumulative dividend payable quarterly, convertible at $2.50/$3.50/$4.50 tranches.
- Series A Preferred ranking amended to pari passu with Series AAA; conversion provisions restated to match.
- Shares issued in unregistered offering under Section 4(a)(2) and Regulation D; restricted securities.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
CaliberCos Inc. issued 1,529 shares of Series AAA Preferred Stock of preferred stock to Note Holders for $1,528,500 of outstanding Notes cancelled.
- Security
- preferred stock
- Shares
- 1,529 shares of Series AAA Preferred Stock
- Purchaser
- Note Holders
- Consideration
- $1,528,500 of outstanding Notes cancelled
Exact text from the filing
As of April 9, 2026, the Company has entered into subscription agreements with the Note Holders whereby the Note Holders converted and cancelled an aggregate of $3,450,271 of outstanding indebtedness of the Company, consisting of $1,921,771 of outstanding Notes in exchange for 1,707,900 shares of Class A Common Stock and $1,528,500 of outstanding Notes in exchange for 1,529 shares of Series AAA Preferred Stock.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
CaliberCos Inc. issued 1,707,900 shares of Class A Common Stock of common stock to Note Holders for $1,921,771 of outstanding Notes cancelled.
- Security
- common stock
- Shares
- 1,707,900 shares of Class A Common Stock
- Purchaser
- Note Holders
- Consideration
- $1,921,771 of outstanding Notes cancelled
Exact text from the filing
As of April 9, 2026, the Company has entered into subscription agreements with the Note Holders whereby the Note Holders converted and cancelled an aggregate of $3,450,271 of outstanding indebtedness of the Company, consisting of $1,921,771 of outstanding Notes in exchange for 1,707,900 shares of Class A Common Stock and $1,528,500 of outstanding Notes in exchange for 1,529 shares of Series AAA Preferred Stock.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CaliberCos Inc.: Filed Series A Amendment to the Series A Certificate of Designation to rank Series A Preferred Stock pari passu with Series AAA Preferred Stock and restate conversion provisions (effective 2026-04-09).
- Change
- charter amendment
- Effective
- 2026-04-09
Exact text from the filing
On April 9, 2026, the Company filed a Certificate of Amendment (the “Series A Amendment”) to the Certificate of Designation for the Company’s Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Delaware Secretary of State’s Office.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CaliberCos Inc.: Filed Series AAA Preferred Stock Certificate of Designation establishing preferences, voting powers, and other terms for Series AAA Preferred Stock (effective 2026-04-09).
- Change
- charter amendment
- Effective
- 2026-04-09
Exact text from the filing
On April 9, 2026, the Company filed the Series AAA Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (“Series AAA COD”) to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series AAA Preferred Stock.
View on SEC.gov
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