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):

October 9, 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 2.02 Results of Operations and Financial Condition.

On October 9, 2025, CaliberCos Inc. (the “Company”) issued a press release reporting selected preliminary estimated third quarter financial results. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information under Item 2.02, above, is incorporated herein by reference.

The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br><br>No.	Exhibit
99.1	Press release dated October 9, 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: October 10, 2025
	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chief Executive Officer

Document

Exhibit 99.1

Caliber Reports Preliminary Third Quarter 2025 Results

Stockholders’ Equity & Liquidity Show Substantial Improvements

SCOTTSDALE, Ariz, Oct. 09, 2025 (GLOBE NEWSWIRE) – Caliber (NASDAQ: CWD), a diversified real estate and digital asset management platform, today announced certain estimated preliminary financial results for the third quarter ended September 30, 2025.

"Our estimated Third Quarter results highlight a dramatically improved balance sheet driven by our DAT strategy,” said Chris Loeffler, Chief Executive Officer of Caliber, “The material quarter over quarter improvement to Caliber’s liquidity position, current assets and stockholders' equity reflects steady LINK accumulation fueled by equity-driven fundraising.”

3Q25 Estimated Unaudited Ranges Compared to 2Q25 Actuals Results

	September 30, 2025	June 30, 2025
Cash	$10.0 million - $11.0 million	$0.6 million
LINK Treasury	$9.0 million - $10.0 million	$—

The preliminary results noted were as a result of Caliber executing on its previously announced Digital Asset Treasury (DAT) Strategy. Since June 30, 2025, Caliber has raised approximately $13.0 million in CWD common stock ($10.9 million net of equity issuance costs) (at an average price of $3.34) and $15.9 million of Series B preferred stock ($15.3 million net of equity issuance costs) with a per share purchase price of $1,000 and convertible into common stock at $250 per share. Total new equity of $28.9 million ($26.2 million net of equity issuance costs) provides a significant improvement to Caliber’s stockholders’ deficit of $17.6 million at June 30, 2025.

DAT Strategy Driving Balance Sheet Strength

Caliber’s Digital Asset Treasury (DAT) Strategy is structured around disciplined, dollar-cost-averaged $LINK purchases designed to capture long-term appreciation and staking yield. Caliber is the first Nasdaq-listed company to adopt a treasury strategy anchored in Chainlink ($LINK). Through this initiative, the company offers shareholders transparent, mark-to-market participation in the growth of the $LINK ecosystem—positioning Caliber at the intersection of real asset infrastructure and digital asset infrastructure.

“Our goal is to create one of the largest $LINK treasuries held by a public company,” Loeffler added. “We believe this strategy strengthens our balance sheet, expands liquidity options, and aligns Caliber with the future of capital markets.”

Cautionary Note

The preliminary financial results presented herein are estimates and subject to the completion of the Company’s financial closing and other procedures and finalization of the Company’s consolidated financial statements for its quarter ended September 30, 2025 and subsequent events may occur that require adjustments to these results. These preliminary financial results have not been reviewed by the Company’s independent auditors. Accordingly, actual financial and operating results that will be reflected in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2025, including in its financial statements, may differ materially from these preliminary results. In addition, any statements regarding the Company's estimated financial results for the quarterly period ended September 30, 2025 included herein do not present all information necessary for an understanding of the Company's financial condition and results of operations as of and for the quarterly period ended September 30, 2025. Moreover, this preliminary information for the quarterly period ended September 30, 2025 is not necessarily indicative of results that may be achieved for any future period.

Upcoming Earnings Release

Caliber expects to report finalized third quarter 2025 results and host a webcast and conference call to discuss its performance on or about November 13, 2025.

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.

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