8-K

CaliberCos Inc. (CWD)

8-K 2025-09-23 For: 2025-09-23
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 23, 2025

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41703 47-2426901
(Commission File Number) (IRS Employer Identification No.) 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ 85258
--- ---
(Address of Principal Executive Offices) (Zip Code)

(480) 295-7600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure.

On September 23, 2025, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing that it has selected Coinbase Prime as its institutional platform for trading and custody in support of Caliber’s Digital Asset Treasury (DAT) Strategy. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br><br>No. Exhibit
99.1 Press release dated September 23, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CaliberCos Inc.
Date: September 23, 2025
By: /s/ John C. Loeffler, II
Name: John C. Loeffler, II
Title: Chief Executive Officer

Document

Exhibit 99.1

caliberlogoprospectus.jpg

Caliber Selects Coinbase Prime to Power Trading and Custody for LINK Treasury

SCOTTSDALE, Ariz, and SAN FRANCISCO, September 23, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced it has selected Coinbase Prime as its institutional platform for trading and custody in support of Caliber’s Digital Asset Treasury (DAT) Strategy.

Coinbase, through its Prime offering, is providing Caliber with access to deep liquidity and institutional-grade custody, using the same infrastructure trusted by some of the world’s largest financial institutions.

“As an infrastructure investor in private equity real estate, Caliber is extending that same philosophy into digital assets,” said Chris Loeffler, Chief Executive Officer of Caliber. “We are proud to align with Coinbase as we scale our digital asset treasury, bringing together two forms of critical infrastructure — real estate and blockchain — for the benefit of our shareholders.”

Caliber is the first Nasdaq-listed company to publicly adopt a treasury reserve policy centered on Chainlink’s Token, LINK. The Company’s strategy calls for disciplined accumulation of LINK over time, long-term holding and yield generation. By doing so, Caliber provides its shareholders with transparent, mark-to-market exposure to LINK while reinforcing its position at the intersection of real asset investing and blockchain infrastructure.

“Coinbase Prime delivers the secure, integrated infrastructure institutions need to scale their digital asset treasury strategies,” said Ryan Ballantyne, Head of Corporate Client Strategy, Coinbase. “We’re proud to support Caliber’s expansion into crypto, leveraging our industry-leading trading and custody solutions. Coinbase empowers institutions to scale crypto strategies with the security and compliance they demand.”

About Caliber (CaliberCos Inc.)

Caliber (Nasdaq: CWD) is an alternative investment manager with over $2.9 billion in Managed Assets and a 16-year track record in private equity real estate investing across hospitality, multi-family, and industrial real estate. In 2025, Caliber became the first U.S. public real estate platform to launch a Digital Asset Treasury strategy anchored in Chainlink (LINK). This initiative bridges real and digital asset investing through an equity-funded, disciplined approach that includes staking for yield. Investors can participate via Caliber’s publicly traded equity (Nasdaq: CWD) and private real estate funds. Learn more at caliberco.com.

About Coinbase

Crypto creates economic freedom by ensuring that people can participate fairly in the economy, and Coinbase (NASDAQ: COIN) is on a mission to increase economic freedom for more than 1 billion people. We’re updating the century-old financial system by providing a trusted platform that makes it easy for people and institutions to engage with crypto assets, including trading, staking, safekeeping, spending, and fast, free global transfers. We also provide critical infrastructure for onchain activity and support builders who share our vision that onchain is the new online. And together with the crypto community, we advocate for responsible rules to make the benefits of crypto available around the world.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

CONTACTS:

Caliber Investor Relations:

Ilya Grozovsky

+1 480-214-1915

Ilya@CaliberCo.com

Coinbase

Media: press@coinbase.com