Form 8-K

8-K — CaliberCos Inc.

Accession: 0001213900-26-065924

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0001627282

SIC: 6500 (REAL ESTATE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293811-8k_calibercos.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 5, 2026 (ea029381101ex99-1.htm)

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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):

June

5, 2026

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):

☐

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 ☒

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.

Resignation

of Chief Financial Officer

June 5, 2026, CaliberCos, Inc. (the “Company”) accepted the resignation of Mr. Jade Leung from his position as Chief

Financial Officer of the Company, effective June 14, 2026. Mr. Leung has served as the Company’s Chief Financial Officer for

nine years, since 2017, and has worked with the Company for a total of eleven years, starting in 2015. Mr. Leung’s resignation was for personal reasons and there were no disagreements between Mr. Leung

and the Company. His departure is not related to the Company’s operations, policies, practices, financial disclosures, or

accounting matters.

connection with Mr. Leung’s resignation, the Company expects to enter into a confidential separation and release agreement (the

“Separation Agreement”) with Mr. Leung, which will provide for, among other things, the following benefits: (1) an aggregate

cash severance payment of approximately $86,584.60, less applicable taxes and withholdings, representing sixteen weeks of his base salary,

payable in eight installments through the Company’s regular payroll system starting after the execution of the Separation Agreement;

(2) a grant of 100,000 shares of the Company’s common stock, less any previously advanced tax withholdings, which will be subject

to a six-month lock-up period from the date of grant; and (3) the acceleration and full vesting of 24,441 previously granted but unvested

equity awards held by Mr. Leung, subject to the terms and conditions of the applicable equity award agreements and the Company’s

equity incentive plan. The foregoing benefits are subject to Mr. Leung’s execution and non-revocation of the Separation Agreement

and his continued compliance with its terms and conditions.

Mr.

Leung is expected to enter into an independent contractor agreement with the Company to assist with the transition of his duties.

The

board of directors of the Company has commenced a search for a permanent Chief Financial Officer to lead the next phase of the Company’s

growth.

Appointment

of Acting Chief Financial Officer

addition, the board of directors of the Company approved the appointment of Mr. Michael Rosales, the Company’s current Senior Vice

President of Accounting, Financial Reporting and Tax, to serve as acting Chief Financial Officer, effective June 14, 2026.

Mr.

Rosales, age 58, has served as the Company’s Senior Vice President of Accounting, Financial Reporting and Tax since April 2025.

Previously, he served as the Company’s Corporate Controller from September 2022 to March 2025 and as Director of Financial Reporting

and Technical Accounting from October 2020 to September 2022. Prior to joining the Company, Mr. Rosales was an Audit Senior Manager at

Grant Thornton LLP from September 2013 to January 2020. Earlier in his career, he held various audit roles, including audit manager positions,

at PricewaterhouseCoopers LLP and Wells Fargo, and served as a Senior Auditor at Deloitte and Greentree Financial Services. Mr. Rosales

is a Certified Public Accountant and holds a Bachelor of Science in Accounting from Arizona State University.

The

appointment of Mr. Rosales as the Company’s acting Chief Financial Officer or principal financial officer was not pursuant to

any arrangement or understanding between him and any other person. There are also no family relationships between Mr. Rosales and any

director or executive officer of the Company and Mr. Rosales has no direct or indirect material interest in any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation

FD Disclosure.

June 5, 2026, the Company issued a press release announcing the departure of Mr. Leung and the appointment of Mr. Rosales as the Company’s

acting Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The

information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under

the Securities Act.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Description

99.1

Press Release dated June 5, 2026.

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: June 5, 2026

By:

/s/ John C. Loeffler,

Name:

John

C. Loeffler, II

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JUNE 5, 2026

EX-99.1

Filename: ea029381101ex99-1.htm · Sequence: 2

Exhibit 99.1

Caliber Announces CFO Transition

SCOTTSDALE, AZ, June 5, 2026 –

Caliber (Nasdaq: CWD), a diversified real estate and digital asset management platform, today announced that Jade Leung will step down

as Chief Financial Officer to pursue a new opportunity, capping an eleven-year tenure during which he built Caliber’s finance organization

and helped lead the Company through its initial public offering. Mr. Leung will support an orderly transition. The change is not the result

of any disagreement with the Company on any matter relating to its operations, accounting policies, practices, or financial reporting.

Caliber reaffirms the full-year 2026 guidance issued on its first quarter 2026 earnings call, and the transition does not affect the Company’s

strategy or financial outlook.

Caliber also announced the appointment of Michael

Rosales as Acting Chief Financial Officer, effective June 14th, 2026. Having overseen the Company’s accounting, financial reporting,

and tax functions for several years, Mr. Rosales brings extensive knowledge of Caliber’s financial operations and is well positioned

to ensure continuity during the transition. Mr. Rosales joined Caliber in October 2020 and has advanced through a series of leadership

roles of increasing responsibility, including Director of Financial Reporting & Technical Accounting, Corporate Controller, and most

recently Senior Vice President of Accounting, Financial Reporting & Tax, a position he has held since April 2025. Prior to joining

Caliber, Mr. Rosales spent 16 years in public accounting, serving in audit and assurance roles of increasing responsibility, including

Senior Manager at Grant Thornton. He also held positions at PwC and Deloitte. Mr. Rosales is a Certified Public Accountant and earned

a Bachelor of Science in Accounting from Arizona State University.

“Jade has been a trusted partner and a steady

leader during Caliber’s evolution from a private company, through our IPO, to the public company we are today. He built our finance

team and our reporting foundation which is poised to continue to execute well. On behalf of the Board and the entire team, I thank Jade

for almost eleven years of dedicated service and wish him every success in his next chapter,” said Chris Loeffler, CEO of Caliber.

“Michael has been instrumental to our accounting and reporting for years, and I have full confidence in him as Acting CFO. Caliber’s

Board and I are taking a disciplined approach to identifying the right finance leader for Caliber’s next phase of growth.”

The Caliber Board of Directors has commenced a

search for a permanent Chief Financial Officer to lead the next phase of the Company’s growth. Caliber is seeking a finance leader

with depth in capital formation and fundraising, real estate fund and project finance, public-company finance, and the execution of Caliber’s

digital asset and tokenization strategy. This profile aligns directly with Caliber’s expansion toward a real and digital asset platform

and market leader in tokenization of real estate funds. The Board intends to conduct a thoughtful and disciplined search and will consider

both internal and external candidates.

About Caliber (CaliberCos Inc.)

Caliber (Nasdaq: CWD) is a real estate-focused

alternative asset manager with over $2.6 billion in Managed Assets and a 17-year track record investing in middle-market hospitality and

multifamily real estate. The Company operates an institutional-quality asset management platform paired with a boutique, hands-on investment

approach focused on value creation in underserved market segments. In 2025, Caliber integrated digital asset infrastructure into its platform

by investing in LINK, the token underlying Chainlink, a key technology enabling real estate fund tokenization, and is implementing blockchain

and tokenization strategies across its investment platform to enhance how assets are financed, owned, and accessed. Investors can participate

in Caliber through its publicly traded equity (Nasdaq: CWD), which provides exposure to both its real estate platform and digital asset

holdings, and through its private real estate investment funds for accredited investors and financial professionals.

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.Grozovsky@CaliberCo.com

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