8-K

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):

March 29, 2024

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 March 29, 2024, CaliberCos Inc. announced that it has rescheduled the release of its fourth quarter and full year 2023 financial results for before the open of the market on Monday, April 15, 2024 and that it is filing a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission with regard to its annual report on Form 10-K for the fiscal year ended December 31, 2023.

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 March 29, 2024
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: March 29, 2024
	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chairman and Chief Executive Officer

Document

Exhibit 99.1

CALIBER ANNOUNCES UPDATED FOURTH QUARTER AND FULL YEAR 2023 EARNINGS RELEASE AND CONFERENCE CALL

Company to File Form 12b-25 to Delay Filing its 2023 Annual Report

SCOTTSDALE, Ariz., March 29, 2024 –Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and manager, today announced that it has rescheduled the release of its fourth quarter and full year 2023 financial results for before the open of the market on Monday, April 15, 2024. Management invites all interested parties to its webcast/conference call the same day at 5:00 pm ET to discuss the results. Details on accessing the conference call can be found below.

In addition, the Company announced it is filing a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission with regard to its annual report on Form 10-K for the fiscal year ended December 31, 2023. Form 12b-25 will allow the Company an extension of 15 additional calendar days to file its 2023 10-K, which is due on April 1, 2024.

Earnings Live webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1664257&tp_key=24fa2e5b4e

Dial-in:

1-888-886-7786 (domestic) or 1-416-764-8658 (international) or by clicking on this Call me™ link to request a return call.

Additional details:

The news release and presentation materials will be available at https://ir.caliberco.com/under "Financial Results." A replay of the call will be available for 14 days by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international).

The webcast replay of the conference call will be available on Caliber’s website shortly after the call concludes.

About Caliber (CaliberCos Inc.) (NASDAQ: CWD)

With more than $2.9 billion of managed assets, including estimated costs to complete assets under development, Caliber’s 15-year track record of managing and developing real estate is built on a singular goal: make money in all market conditions. Our growth is fueled by our performance and our competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions do not. Integral to our competitive advantage is our in-house shared services group, which offers Caliber greater control over our real estate and visibility to future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. or invest directly in our Private Funds.

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:

Victoria Rotondo

+1 480-295-7600

Victoria.rotondo@caliberco.com

Investor Relations:

Lisa Fortuna, Financial Profiles

+1 310-622-8251

ir@caliberco.com

Media Relations:

Kelly McAndrew, Financial Profiles

+1 203-613-1552

KMcAndrew@finprofiles.com