CaliberCos Inc. 8-K

What Happened
CaliberCos Inc. (CWD) launched a note conversion program in March 2026 allowing certain unsecured promissory note holders to convert debt into Class A common stock or newly created Series AAA convertible preferred stock. As of April 9, 2026 the company entered subscription agreements converting and cancelling $3,450,271 of debt: $1,921,771 converted into 1,707,900 shares of Class A common stock and $1,528,500 converted into 1,529 shares of Series AAA Convertible Preferred Stock. On April 9, 2026 the company also filed a Certificate of Amendment to its Series A Convertible Preferred Stock to make Series A rank pari passu with the new Series AAA and to restate conversion provisions to match the Series AAA terms.

Key Details

• Total debt converted and cancelled: $3,450,271 (as of April 9, 2026).
• Common stock issued: 1,707,900 shares for $1,921,771 of notes.
• Series AAA issued: 1,529 shares for $1,528,500 of notes; Series AAA has a stated value of $1,000 per share.
• Preferred terms (Series A and Series AAA): 12% non‑cumulative dividends, tiered optional conversion in three tranches (up to 33.3% each) at conversion rates tied to $2.50 / $3.50 / $4.50, liquidation preferences and limited voting rights; Series A stated value $400 per share.
• Series AAA will not be listed on Nasdaq; Class A common stock (issuable on conversion) is listed under symbol CWD.

Why It Matters
The program converted $3.45M of outstanding unsecured notes into equity/preferred, reducing the company’s reported debt and increasing issued securities. Conversions into common stock increase shares outstanding and can dilute existing common holders; issuance of senior‑ranking preferred stock (Series A/AAA) creates new claims on assets and dividend priority ahead of common stock. Investors should note the preferred shares carry dividend and liquidation preferences, conversion mechanics that may convert into common stock over time, and that Series AAA is not separately listed. Review the filed subscription agreements and the Certificates of Designation (filed as exhibits) for full rights and investor protections.