CaliberCos Inc. 8-K

What Happened CaliberCos, Inc. (CWD) announced on June 5, 2026 that its Chief Financial Officer, Jade Leung, will resign effective June 14, 2026. Mr. Leung has been CFO since 2017 and with the company since 2015; his resignation is for personal reasons and not due to any disagreement or accounting/financial reporting issues. The board appointed Senior VP of Accounting, Financial Reporting and Tax Michael Rosales (age 58) as acting Chief Financial Officer effective June 14, 2026. The company also issued a press release announcing the changes.

Key Details

• Resignation effective date: June 14, 2026. Mr. Leung served as CFO nine years (since 2017) and with the company eleven years (since 2015).
• Separation terms (subject to execution/non-revocation of a Separation Agreement): approximately $86,584.60 cash severance (16 weeks’ base salary, paid in eight payroll installments), a grant of 100,000 common shares (subject to a six‑month lock-up), and acceleration/vesting of 24,441 previously unvested equity awards.
• Acting CFO appointment: Michael Rosales, Senior VP of Accounting, Financial Reporting and Tax (SVP since April 2025); prior roles include Corporate Controller and Director of Financial Reporting & Technical Accounting at CaliberCos and senior audit roles at Grant Thornton, PwC and Deloitte. He is a CPA with a B.S. in Accounting.
• The board has begun a search for a permanent CFO. The appointment of Mr. Rosales involves no special arrangements, no family relationships with executives/directors, and no reportable related-party transactions.

Why It Matters

• Leadership continuity: The acting CFO appointment and Rosales’s accounting and audit background aim to maintain continuity in financial reporting and controls during the transition.
• Direct costs and equity impact: The separation package creates a near-term cash cost (~$86.6k) and an equity issuance (100,000 shares plus acceleration of 24,441 awards) that investors should note for dilution and compensation expense considerations.
• Risk signal: The company explicitly stated the departure is not related to accounting, financial disclosures, or internal control matters, which limits immediate governance concerns; the board’s active search for a permanent CFO is ongoing.