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):

July 1, 2025

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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):

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Termination of Ignacio Martinez

On July 1, 2025, CaliberCos Inc. (the “Company”) notified Ignacio Martinez, the prior Chief Operating Officer of the Company, of his termination effective July 7, 2025. As of the date of this filing, the Company has not entered into a separation agreement with Mr. Martinez with respect to his termination.

Appointment of Gregory Randolph James

The Board of Directors of the Company acting on the recommendation of Caliber’s Nominating and Governance Committee, unanimously named Gregory Randolph James (“James”) as Chief Operating Officer of the Company, effective July 7, 2025.

Mr. James, age 51, joined the Company in October 2024 as COO and Head of Asset Management of Caliber Hospitality Trust. Prior to joining the Company, Mr. James had served as Senior Vice President of Operations and Senior Vice President of Asset Management at Summit Hotel Properties, Inc. [NYSE: INN], publicly-traded lodging real estate investment trust. Mr. James holds a degree in business from Arizona State University.

There are no arrangements or understandings between Mr. James and any other person pursuant to which he was appointed as Chief Operating Officer and Mr. James does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. James does not have any family relationships with any of Caliber’s directors or executive officers.

The Company has not finalized its employment agreement with Mr. James and will file an amendment to this report within four business days of the finalization of the same.

Item 7.01. Regulation FD Disclosure.

On July 8, 2025, the Company issued a press release announcing the appointment of Mr. James as the Company’s Chief Operating Officer. 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

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.

Document

Exhibit 99.1

Caliber Promotes Greg James to Chief Operating Officer

SCOTTSDALE, AZ, July 8, 2025 – Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, announced today that Greg James has been promoted to the company’s Chief Operating Officer. Greg joined Caliber in October 2024 as COO & Head of Hotel Asset Management and replaced Ignacio Martinez on July 7, 2025.

“We thank Ignacio for his service. He joined Caliber at a time when building and scaling our business systems was critical,” said Chris Loeffler, CEO and Co-Founder of Caliber, “As we have made significant achievements in these areas, Caliber is now promoting Greg James from COO of Caliber Hospitality Trust & Head of Hotel Asset Management to Caliber’s new COO. In this expanded role, Greg brings a strong real estate focus on all aspects of Caliber’s acquisitions, development, and asset management services, applying his prior knowledge of running a hotel investment portfolio of over 100 assets valued at $3.5 billion across 26 states. This realignment takes full advantage of our talent, which is aligned with Caliber’s objective of the efficient use of capital and generating positive adjusted EBITDA.”

“I am honored to step into the role of Chief Operating Officer at Caliber during such an exciting time of growth,” said Greg James Caliber’s new COO, “With Caliber’s strong foundation and talented team, I’m looking forward to building on our momentum, streamlining operations, expanding our hospitality platform, and delivering exceptional value to our investors and communities.”

Mr. James brings over 34 years of experience in hotel operations and asset management. Prior to Caliber, he spent nearly two decades at Summit Hotel Properties [NYSE: INN], where he served as Senior Vice President of Operations overseeing revenue strategy, asset management, data analytics, PIP execution, acquisitions and dispositions, and day-to-day hotel operations. He began his career in 1991 with Marriott International, rising through the ranks and managing hotel operations at more than a dozen properties from coast to coast. Mr. James has a BA from Arizona State University.

About Caliber (CaliberCos Inc.)

With over $2.9 billion in Managed Assets, Caliber’s 16-year track record of managing and developing real estate is built on a singular goal: to make money in all market conditions, specializing in hospitality, multi-family residential, and multi-tenant industrial. Our growth is fueled by performance and a key competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions often overlook. Integral to this advantage is our in-house shared services group, which gives Caliber greater control over our real estate and enhanced visibility into future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. and/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 Investor Relations:

Ilya Grozovsky

+1 480-214-1915

Ilya@CaliberCo.com