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 SECURITIESEXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 30, 2026
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-41703 | 47-2426901 |
|---|---|
| (Commission<br> File Number) | (IRS<br> Employer Identification No.) |
| 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ | 85258 |
| --- | --- |
| (Address<br> of Principal Executive Offices) | (Zip<br> 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), on January 30, 2026, CaliberCos Inc. (the Company”) held a special meeting (the "Special Meeting") of its stockholders. At the Special Meeting, among other matters of business acted upon, stockholders approved an amendment (the "Plan Amendment") to the Company's 2024 Equity Incentive Plan, as amended (the "2024 Plan") to (i) increase the number of shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) available for grant of awards by 1,000,000 shares, and (ii) incorporate provisions for annual increases under the 2024 Plan on the first day of each calendar year, beginning on January 1, 2027 and ending on January 1, 2034, equal to 15% of the total number of shares of Class A Common Stock outstanding on the last day of the immediately preceding calendar year. The board of directors of the Company approved the Plan Amendment to the 2024 Plan, subject to stockholder approval.
A summary description of the terms of the Plan Amendment is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 7, 2026 (the "Proxy Statement") under the section of the Proxy Statement entitled "PROPOSAL THREE – AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN," which is qualified by reference to the full text of the 2024 Plan, as modified by the Plan Amendment and attached to the Proxy Statement as Annex C, and a copy of the Plan Amendment attached hereto as Exhibit 10.1, both of which are incorporated herein by reference.
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized number shares of the Company’s Class A Common Stock from 100,000,000 shares to 500,000,000 shares, effective as of 12:01 am E.T. on January 31, 2026 (the “Charter Amendment”).
Immediately following the Special Meeting on January 30, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.
A summary description of the Charter Amendment is set forth in the Proxy Statement under the section thereof entitled “PROPOSAL ONE – APPROVAL OF AN AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER FROM 100,000,000 SHARES OF CLASS A COMMON STOCK TO 500,000,000 SHARES OF CLASS A COMMON STOCK”. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.
At the Special Meeting, the stockholders were also asked to consider an amendment of the Certificate of Incorporation to permit stockholder action by less than unanimous written consent as presented in the Proxy Statement under the section entitled “PROPOSAL TWO – AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO TAKE ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT”, which required approval by the holders of at least 66 2/3% of the voting power of the shares of Common Stock entitled to vote.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the record date for the Special Meeting of December 31, 2025, there were 6,534,319 shares of Class A Common Stock issued and outstanding and entitled to vote and 370,822 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, with the Class A Common Stock, the “Common Stock”) issued and outstanding and entitled to vote. Holders of each share of Class A Common Stock are entitled to one (1) vote per share. Holders of each share of Class B Common Stock are entitled to ten (10) votes per share. The Class A Common Stock and Class B Common Stock vote together as a single class. A total of 2,912,227 shares of Common Stock entitled to vote at the Annual Meeting, representing 5,449,075 votes, were present, in person or by proxy, at the Special Meeting, constituting a quorum pursuant to the Company’s Amended and Restated Bylaws, as amended. The final votes on the proposals presented at the Special Meeting are set forth below.
Proposal 1: Amendment of the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Class A Common Stock from 100,000,000 shares to 500,000,000 shares. The stockholders approved the Charter Amendment by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,475,632 | 751,510 | 3,577 | 218,356 |
Proposal 2: Amendment of the Company’s Certificate of Incorporation to permit stockholders to take action by less than unanimous written consent. The stockholders did not approve the amendment by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 3,402,754 | 352,137 | 8,240 | 1,685,944 |
Proposal 3: Amendment of the Company’s 2024 Plan as described in Item 5.02 above. The stockholders approved the Plan Amendment by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 3,344,626 | 410,655 | 7,850 | 1,685,944 |
Proposal 4: Adjournment of the Special Meeting, if necessary or appropriate, to approve one or more proposals or establish a quorum. The stockholders approved adjournment by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,738,465 | 642,066 | 68,544 | 0 |
Item 9.01 FinancialStatements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 3.1 | Certificate of Amendment of Certificate of Incorporation |
| 10.1 | Amendment of CaliberCos Inc. 2024 Equity Incentive Plan |
| 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: February 5, 2026 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John<br> C. Loeffler, II | |
| Title: | Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CALIBERCOS INC.
(a Delaware corporation)
CALIBERCOS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is CaliberCos Inc. The Corporation was incorporated by filing its Certificate of Incorporation with the Delaware Secretary of State on June 7, 2018. On May 16, 2023, the Corporation filed a Third Amended and Restated Certificate of Incorporation, which was amended by a Certificate of Designation filed November 26, 2024, a Certificate of Designation filed March 5, 2025, Certificate of Amendment filed April 21, 2025, and Certificate of Designation filed September 11, 2025 (as amended, the “Certificate of Incorporation”).
SECOND: Pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), Section 4.01 of Article IV of the Certificate of Incorporation is hereby amended and restated to read as follows:
“Authorized Classes of Stock. The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue is 537,500,000 shares, divided into three classes as follows: (i) 500,000,000 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”); (ii) 15,000,000 shares of Class B common stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”); and (iii) 22,500,000 shares of preferred stock, par value $0.001 (“Preferred Stock”).”
THIRD: The foregoing amendment was duly adopted and approved by the board of directors and the stockholders of the Corporation pursuant to Section 242 of the DGCL.
FOURTH: This Certificate of Amendment shall become effective on January 31, 2026, at 12:01 a.m. Delaware time (the “Effective Time”).
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 30th day of January 2026.
| CALIBERCOS INC. | |
|---|---|
| By: | /s/ John C. Loeffler II |
| John C. Loeffler II | |
| Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO THE
CALIBERCOS INC.
2024 EQUITY INCENTIVE PLAN
THIS AMENDMENT (the “Amendment”) to the CaliberCos Inc. 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by CaliberCos Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
W I T N E S S E T H:
WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based awards;
WHEREAS, Sections 10.1 and 10.2 of the Plan provide that the Company’s board of directors (the “Board”) may amend the Plan from time to time, except that any amendment relating to adjustments upon changes in Common Stock must be approved by the stockholders of the Company;
WHEREAS, the Board now desires to amend the Plan to change the number of shares of Common Stock available for the grant of awards under the Plan and to provide for evergreen increases under the Plan in future years until the ten (10) year anniversary of the Plan, subject to the approval of the Company’s stockholders.
NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval of the Company’s stockholders, the Plan shall be amended as set forth below:
- Section 4.1 of the Plan is hereby deleted and replaced in its entirety with the following:
4.1 Number of Shares. Subject to adjustment, as provided in Section 4.3, the total number of Shares available for grant under the Plan shall be one million two hundred (1,200,000). Shares granted under the Plan may be authorized but unissued Shares or reacquired Shares bought on the market or otherwise. Notwithstanding the foregoing, on the first day of each month commencing January 1, 2027, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the number of Shares eligible for Awards under the Plan will automatically increase in an amount equal to 15% of the total number of Shares outstanding as of December 31st of the preceding fiscal year.
FURTHER RESOLVED, that except as amended hereby, the Plan shall continue to read in the current state and is specifically ratified and reaffirmed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as evidence of its adoption by the Board of Directors of the Company.
| CALIBERCOS INC. | |
|---|---|
| By: | /s/ John C. Loeffler II |
| John C. Loeffler II | |
| Chief Executive Officer |