CaliberCos Inc. Launches Note Exchange Program; Refinances $3.4M

What Happened

• CaliberCos Inc. filed an 8‑K on September 14, 2026 announcing a note exchange program launched in September 2026. Under the Program, holders of certain unsecured promissory notes could (i) convert all or part of their notes into a subordinated amortizing promissory note bearing 6% interest per annum, (ii) convert into shares of Series AAA Convertible Preferred Stock (with registration rights for the common shares issuable on conversion), or (iii) grant the Company a payoff option and standstill under which Caliber may retire the notes at 80% of principal.
• As of September 14, 2026 the Company entered into subscription agreements converting and cancelling an aggregate $12.6 million of outstanding indebtedness: $2.9 million converted to the new subordinated amortizing notes, $0.6 million converted to Series AAA Preferred Stock, and $9.1 million subject to the payoff option. A press release the same day said Caliber refinanced approximately $3.4 million of promissory notes and secured agreements giving it the right, for the next six months, to retire the $9.1 million for about $7.3 million in cash.

Key Details

• Aggregate debt converted/cancelled: $12.6 million (as of Sept. 14, 2026).
• New subordinated amortizing notes: $2.9 million converted, 6% interest per year, amortizing monthly.
• Series AAA Preferred Stock: $0.6 million of notes converted into preferred shares with registration rights for common shares upon conversion.
• Payoff option: $9.1 million of notes converted into agreements granting Caliber the right (over six months) to retire those notes at 80% (~$7.3 million).

Why It Matters

• This transaction materially reshapes near‑term debt: $12.6M of obligations were converted or restructured, which may lower immediate cash and interest pressures depending on option exercises.
• The payoff option gives Caliber flexibility to retire $9.1M of notes at a discounted cash cost (80%) within six months, potentially reducing liabilities if exercised.
• Conversions to preferred stock introduce potential future dilution if those preferred shares convert into common stock (registration rights may make conversion shares tradable).
• For investors, focus on potential cash needs (to exercise payoffs), changes in interest and amortization burden from the new 6% notes, and the dilution/ownership effects from the Series AAA preferred conversion.