---
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"
generated_at: "2026-05-23T05:52:33.428096+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# CaliberCos approves 1-for-20 reverse stock split effective May 2, 2025

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001627282-25-000048
- JSON: https://secwatch.observer/filing/0001627282-25-000048.json
- Plain text: https://secwatch.observer/filing/0001627282-25-000048.txt

## Key facts
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2025-05-02
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1627282/000162728225000048/0001627282-25-000048-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.