{"schema_version":"secwatch.filing_event.v1","accession":"0001627282-25-000048","form_type":"8-K","ticker":"CWD","cik":"0001627282","company_name":"CaliberCos Inc.","filed_at":"2025-04-25T23:59:59+00:00","discovered_at":"2026-05-14T18:02:49.114358+00:00","generated_at":"2026-05-23T05:52:33.428096+00:00","sec_items":["3.03","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"CaliberCos approves 1-for-20 reverse stock split effective May 2, 2025","bullets":["Reverse stock split at 1-for-20 ratio approved by stockholders and board; effective May 2, 2025.","Outstanding Class A shares reduced from ~18.6M to ~928,715; Class B from ~7.4M to ~370,821.","Fractional shares rounded up to next whole share; no change in proportional ownership or voting rights.","Stockholders also approved potential share issuance under ELOC and senior secured note with Mast Hill, L.P.","Ticker CWD unchanged; split-adjusted trading begins May 2."],"urls":{"canonical":"https://secwatch.observer/filing/0001627282-25-000048","json":"https://secwatch.observer/filing/0001627282-25-000048.json","markdown":"https://secwatch.observer/filing/0001627282-25-000048.md","text":"https://secwatch.observer/filing/0001627282-25-000048.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1627282/000162728225000048/0001627282-25-000048-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1627282/000162728225000048/cwd-20250421.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T05:52:33.428096+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f706f1d87f56de70b18abab31aa19796930604bb","claim":"CaliberCos Inc.: Stockholders approved a reverse stock split authorized by the board, and the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the State of Delaware to effect a one-for-twenty reverse stock split of Common Stock, effective May 2, 2025 (effective 2025-05-02).","evidence_excerpt":"On April 21, 2025, CaliberCos Inc. (the “ Company ”, “we”, “our”) held a Special Meeting of Stockholders (the “ Special Meeting ”). At the Special Meeting, the stockholders approved a proposal authorizing a reverse stock split of the Company’s Class A common stock, par value $0.001 per share (the “ Class A Common Stock ”) and the Company’s Class B common stock, par value $0.001 per share (the “ Class B Common Stock ”, together with the Class A Common Stock, the “ Common Stock ”), at an exchange ratio within the range of 1-for-5 to 1-for-20, inclusive, as determined by the board of directors of the Company (the “ Board ”). Following the Special Meeting, the Board approved a one-for-twenty (1-for-20) reverse stock split of the Common Stock (the “Reverse Stock Split”) and the Company filed a Certificate of Amendment (the “ Amendment ”) to its Third Amended and Restated Certificate of Incorporation (as amended to date, the “ Certificate of Incorporation ”) with the Secretary of State of th","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1627282/000162728225000048/0001627282-25-000048-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-05-02"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}