8-K
CaliberCos Inc. (CWD)
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):
October 20, 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 October 30, 2025, Chris Loeffler, CEO of CaliberCos Inc. (the “Company” or “Caliber”), presented at the LD Micro Main Event XIX in San Diego, CA. A copy his presentation slide deck 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 | 10.20.25 LD Micro Main Event Presentation |
| 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: October 24, 2025 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John C. Loeffler, II | |
| Title: | Chief Executive Officer |
ldmicropresentationoct20
Caliber OCTOBER 2025 NASDAQ: CWD
Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc.’s (the “Company,” or “Caliber”) expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance, or growth and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, readers and the audience can identify these forward-looking statements through the use of words or phrases such as "estimate,“ "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. The Company's expectations, beliefs, and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management's expectations, beliefs, or projections will be achieved or accomplished. Factors that may cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, factors affecting the Company’s ability to successfully operate and manage its business, including, among others, title disputes, weather conditions, shortages, delays, or unavailability of equipment and services, property management, brokerage, investment and fund operations, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; changes in costs of operations; loss of markets; volatility of asset prices; imprecision of asset valuations; environmental risks; competition; inability to access sufficient capital; general economic conditions; litigation; changes in regulation and legislation; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, acts of war, cyber attacks, or pest infestation; increasing costs of insurance, changes in coverage and the ability to obtain insurance; and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update the information contained in any forward-looking statements to reflect developments or circumstances occurring after the statement is made or to reflect the occurrence of unanticipated events. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved. Investment may be speculative and illiquid and there is a total risk of loss. There is no guarantee that any specific investment will be suitable or profitable. This presentation does not constitute an offering of, nor does it constitute the solicitation of an offer to buy, securities of the Company. This presentation is provided solely to introduce the Company to the recipient and to determine whether the recipient would like additional information regarding the Company and its anticipated plans. Any investment in the Company or sale of its securities will only take place pursuant to an appropriate, private placement memorandum and a detailed subscription agreement. Some of the information contained herein is confidential and proprietary to the Company and the presentation is provided to the recipient with the express understanding that without the prior written permission of the Issuer, such recipient will not distribute or release the information contained herein, make reproductions of, or use it for any purpose other than determining whether the recipient wishes additional information regarding the Company or its plans. By accepting delivery of this presentation, the recipient agrees to return same to the Company if the recipient does not wish to receive any further information regarding the Company. We have filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates. The registration statement has not yet become effective. Before you invest, you should read the preliminary prospectus in that registration statement (including the risk factors described therein) and other documents that we have filed with the SEC for more complete information. You may access these documents for free by visiting Edgar on the SEC website at httpp://www.sec.gov CALIBERCO.COM | 8901 E MOUNTAIN VIEW RD, STE 150, SCOTTSDALE, AZ 85258 | 480.295.7600 2 T H E W E A L T H D E V E L O P M E N T C O M P A N Y Disclaimers
About Nasdaq: CWD – Where Real Assets & Digital Assets Converge 3T H E W E A L T H D E V E L O P M E N T C O M P A N Y 16 years In Business 19% IRR Unlevered Track Record** $2.9 Billion Managed Assets* *Includes assets under management (AUM) of $750m and assets under development (AUD) of $2.2b. **Unlevered gross internal rate of return on all full-cycle investments 1st Public LINK Digital Asset Treasury (DAT) Appreciation, Yield Generation $10m+ Treasury Balance PERE Platform Digital Assets Caliber, “CaliberCos Inc.” (Nasdaq: CWD) is a publicly listed, alternative asset manager investing at the intersection of real-world assets and digital finance.
4T H E W E A L T H D E V E L O P M E N T C O M P A N Y CRE – Old Acronym, New Application. Graphic Source: Chainlink company presentation at SIBOS 2025
5T H E W E A L T H D E V E L O P M E N T C O M P A N Y What is Chainlink, Why Chainlink, and Why Now? Graphic Source: Chainlink company presentation at SIBOS 2025
6T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber’s Vision: Unlocking Value Between Real & Digital Assets Combine two worlds under one public company: o A proven real estate private equity platform with 16 years of track record, and o A new digital asset treasury and product platform anchored in Chainlink (LINK). Leverage Caliber’s Wall Street experience and regulatory framework to: o Efficiently raise capital through public and private channels, o Accumulate and stake LINK to earn yield and align with Chainlink’s growth, o Build future investment products in both digital and tokenized real assets. Caliber is not just investing in Chainlink — it’s building on it. Graphic Source: Chainlink company presentation at SIBOS 2025
7T H E W E A L T H D E V E L O P M E N T C O M P A N Y Note: asset services performed in-house at market rates or below. Why $LINK, and Why Now? Chainlink: The Infrastructure Powering Decentralized and Institutional Finance Trusted by SWIFT, Mastercard, DTCC, S&P Global, Google Cloud, AWS, and the U.S. Department of Commerce. LINK Token Economics: o LINK is a payment and staking token — essential for securing the oracle network. o Staking ensures accuracy of data feeds, earning yield for validators. o Chainlink has begun buying back LINK tokens with protocol revenues, enhancing token scarcity and value. o Sergey Nazarov (CEO): “The full economic value of the network is designed to flow through LINK.” Chainlink’s oracle network remained fully operational during the October 2025 crypto liquidation — while competitor oracles failed or faced delays. We believe Chainlink, and the associated LINK token are at the pivotal momentum to go from concept, to real revenue, to scale.
8T H E W E A L T H D E V E L O P M E N T C O M P A N Y Note: asset services performed in-house at market rates or below. Caliber’s Flywheel – Two Growth Engines 1. Real Estate Platform o Generates recurring fees and investment profits (cash flow). o Produces stable returns and tangible value via Carried Interest o Positive Cycle Renewed 2. LINK Treasury & Digital Asset Platform o Builds balance sheet strength and yield. o Drives visibility and capital formation. o Increases efficiency of real asset investments The Flywheel Effect: Real estate profits fund LINK accumulation → LINK yield and appreciation improve liquidity → liquidity fuels more real estate growth → repeat.
9T H E W E A L T H D E V E L O P M E N T C O M P A N Y Note: asset services performed in-house at market rates or below. Private Equity Real Estate Investment’s Future: Tokenization 1. Primary Capital Formation o Broaden investor access to private equity real estate through tokenized offerings. o Streamline fundraising and expand global reach. 2. Secondary Liquidity o Enable real estate investors to trade fund interests more efficiently. o Unlock value without requiring asset sales. 3. Operational Efficiency o Automate valuations, distributions, and investor reporting. o Reduce fund administration costs and enhance margins. Tokenization improves scalability, profitability, and transparency across Caliber’s real estate platform.
10T H E W E A L T H D E V E L O P M E N T C O M P A N Y Note: asset services performed in-house at market rates or below. Momentum is Building Chainlink NewsCaliber ActionsTiming • Federal Department of Commerce (DOC) announces partnership with Chainlink to bring DOC data on-chain • Publicly Announce LINK DAT strategy following significant planning August 2025 • Nasdaq announces intent to tokenize trading, allowing for 24-hour trading • Aptos adopts Chainlink • Canton Network ($200b + daily transactions) adopts Chainlink • SWIFT announces plans to build a blockchain- based ledger and utilize Chainlink • First LINK purchase completing systems test • Sale of $15.9m in convertible preferred stock, convertible at $250.00 per common share of CWD • Coinbase Prime announced as custody and trading partner • LINK DAT grows to $6.5m • LINK DAT exceeds $10m September 2025 • Binance (BNB) announces integration with Chainlink for data • S&P Global announces Chainlink partnership to bring S&P Stablecoin Stability Assessments on- chain. • Caliber announces full membership of Caliber Crypto Advisory Board (CCAB) • Caliber reports preliminary Q3 results: - Cash of $10-$11m; improved from <$1m - Link Treasury of $9-$10; improved from $0 October 2025
REPE Platform Positioned for Renewed Cycle 11T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber Nasdaq: CWD RE Fund Syndication Hotel UPREIT “CHT” Caliber Nasdaq: CWD Multi-Family Housing Multi-Tenant Industrial Hospitality
Business model drives consistent growth to Caliber 12T H E W E A L T H D E V E L O P M E N T C O M P A N Y Raise Capital For Funds & Projects Grow Assets Under Management Grow Caliber Revenue Caliber’s helps investors profit from real estate investments by designing and creating investment funds to pursue undervalued assets. Through its fundraising team, Caliber raises capital into the funds it manages and invests that capital to grow Caliber’s total assets under management. Throughout the process, Caliber generates recurring revenue, service revenue and investment revenue, which drives performance and investor capital to future funds. This revenue flywheel drives consistent growth to Caliber with non-dilutive financings at the fund level.
Performance Fees Asset & Fund Management 13T H E W E A L T H D E V E L O P M E N T C O M P A N Y Asset Services Real Estate Development Construction Management Acquisitions, Leasing, & Sales CWD provides in-house real estate & investment services to generate both recurring income & service-based income. Note: asset services performed in-house at market rates or below. Revenue model provides diverse sources of income CWD’s performance fees drive profitability from asset sales & investment performance
14T H E W E A L T H D E V E L O P M E N T C O M P A N Y Real Estate Enters New Cycle
15T H E W E A L T H D E V E L O P M E N T C O M P A N Y Lending, CORE Plus, Value Add, CHT Preferred Stock Income Distressed and Special Situations, Adaptive Re-Use & Development Growth Opportunity Zone Funds, 1031 Investments Tax Planning/ Reduction Caliber Solves Its Clients’ Financial Needs Desired Outcome Caliber Fund Clients who invest in Caliber’s Funds seek three primary outcomes: High Net- Worth Investors Family Offices / Institutions RIAs & Brokers Capital Sources Caliber’s Fundraising Engine Can Now Be Applied to Digital Assets
16T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber’s REPE Products CALIBER OPPORTUNITY ZONE FUND II Active Management Strategy Desirable markets Target Mid-Teens IRR “Uncapped Roth” CALIBER OPPORTUNISTIC GROWTH FUND Positioned to Take Advantage of Upcoming Distress Target Mid-Teens IRR “The Access Fund” CALIBER CORE+ GROWTH & INCOME FUND Stability with Upside Potential Quarterly Liquidity Target Low - Mid-Teens (after 1-year lockup) “Passive Income Generator” PURE PICKLEBALL & PADEL AT RIVERWALK Located in Scottsdale, AZ. World-Class Facility Spanning ±186,423 sq. ft QOZ & Non-QOZ Options
17T H E W E A L T H D E V E L O P M E N T C O M P A N Y Case Study: Canyon Village
18T H E W E A L T H D E V E L O P M E N T C O M P A N Y Canyon Village: The Prior Owners’ POV Starting Price: $37,000,000 Cost Basis @ Completion: $113,800,000 Equity Investment Required: $30,500,000 Projected Project IRR: 10.36% Projected Project Equity Mltp: 1.92x Time to Complete: 6 Years All data is based on internal Caliber projections for the Canyon Village Project
19T H E W E A L T H D E V E L O P M E N T C O M P A N Y Canyon Village: Our Basis – Benefit of Distressed Acquisition Starting Price: $20,500,000 Cost Basis @ Completion: $93,000,000 Equity Investment Required: $24,800,000 Projected Project IRR: 20.60% Projected Project Equity Mltp: 3.11x Time to Complete: 6 Years All data is based on internal Caliber projections for the Canyon Village Project
20T H E W E A L T H D E V E L O P M E N T C O M P A N Y Canyon Village: Value of HUD Financing Starting Price: $20,500,000 Cost Basis @ Completion: $92,500,000 Equity Investment Required: $10,100,000 Projected Project IRR: 36.06% Projected Project Equity Mltp: 5.91x Time to Complete: 6 Years All data is based on internal Caliber projections for the Canyon Village Project
Caliber Managed Capital & Asset Management Revenue 21T H E W E A L T H D E V E L O P M E N T C O M P A N Y $82MM $32MM $99MM $86MM $75MM $69MM $205MM $226MM $307MM $383MM $438MM $493MM $396MM $420MM $601MM $746MM $741MM $795MM $21.1MM $11.8MM $15.3MM $21.6MM $17.MM $20.6MM - 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,000,000 2019 2020 2021 2022 2023 2024 Capital Originations Managed Capital Fair Value Assets Under Management (AUM) Asset management revenues Platform results are available in detail on Caliber’s investor relations web page
https://www.caliberco.com/ CaliberCos NASDAQ: CWD Contacts: Jade Leung, CFO Jade.Leung@CaliberCo.com Chris Loeffler, CEO Chris.Loeffler@CaliberCo.com Ilya Grozovsky, VP, IR & CD Ilya@CaliberCo.com