{"filing":{"accession_number":"0001627282-26-000070","cik":"0001627282","ticker":"CWD","company_name":"CaliberCos Inc.","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-14","primary_document":"cwd-20260914.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1627282/000162728226000070/cwd-20260914.htm"},"events":[{"id":33398,"run_id":30707,"accession_number":"0001627282-26-000070","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.77,"summary":"CaliberCos entered into a material note exchange program in September 2026 that restructured approximately $12.6 million of outstanding indebtedness through conversion of $2.9 million into new five-year subordinated amortizing notes at 6% interest, conversion of $0.6 million into Series AAA Convertible Preferred Stock, and execution of payoff option agreements on $9.1 million at an 80% discount. This program addresses 54% of the company's $21.1 million in notes maturing within twelve months and generates approximately $0.2 million in annual interest savings.","company_name":"CaliberCos Inc.","ticker":"CWD","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36844,"accession_number":"0001627282-26-000070","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"CaliberCos entered into a material note exchange program in September 2026 that restructured approximately $12.6 million of outstanding indebtedness through three mechanisms: conversion of $2.9 million into new five-year subordinated amortizing notes at 6% interest, conversion of $0.6 million into Series AAA Convertible Preferred Stock, and execution of payoff option agreements on $9.1 million at an 80% discount. While this involves debt restructuring rather than new debt issuance, the creation of new direct financial obligations (the amortizing promissory notes and preferred stock with dividend obligations) and the material modification of existing debt terms constitute a material debt-related transaction. The program addresses 54% of the company's $21.1 million in notes maturing within twelve months, making it material to investors assessing the registrant's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36846,"accession_number":"0001627282-26-000070","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"CaliberCos completed a refinancing of approximately $3.4 million of corporate promissory notes into new five-year amortizing notes at 6% interest, and secured the right to retire an additional $9.1 million of notes at a discount ($7.3 million) over six months. This restructuring addresses approximately 54% of the company's $21.1 million in notes maturing within twelve months. While the transaction involves both refinancing existing debt and securing a payoff option, the core disclosure centers on the creation of new direct financial obligations (the five-year amortizing notes) and material modification of existing debt terms, which aligns with debt_issuance rather than covenant_breach or other categories. The materiality is evident from the scale ($12.5 million addressed), the interest savings ($0.2 million annually), and the strategic importance to the company's balance sheet strengthening.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33399,"run_id":30707,"accession_number":"0001627282-26-000070","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"CaliberCos issued Series AAA Convertible Preferred Stock in an unregistered transaction exempt under Section 4(a)(2) and Regulation D, with approximately $0.6 million of note principal converted into preferred shares convertible into Class A common stock at specified prices ($2.50, $3.50, $4.50 per share). This unregistered equity issuance will result in dilution to existing shareholders upon conversion.","company_name":"CaliberCos Inc.","ticker":"CWD","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36845,"accession_number":"0001627282-26-000070","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of shares of Common Stock issuable upon conversion of Series AAA Preferred Stock in transactions exempt from registration under Section 4(a)(2) and Regulation D. The press release confirms approximately $0.6 million of note principal was converted into Series AAA Convertible Preferred Stock, which is convertible into Class A common stock at specified prices ($2.50, $3.50, $4.50 per share). This is an unregistered equity issuance that will result in dilution to existing shareholders upon conversion, fitting the dilutive_issuance category. The materiality is supported by the broader $3.4 million refinancing program addressing 54% of near-term debt maturities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36844,"accession_number":"0001627282-26-000070","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"CaliberCos entered into a material note exchange program in September 2026 that restructured approximately $12.6 million of outstanding indebtedness through three mechanisms: conversion of $2.9 million into new five-year subordinated amortizing notes at 6% interest, conversion of $0.6 million into Series AAA Convertible Preferred Stock, and execution of payoff option agreements on $9.1 million at an 80% discount. While this involves debt restructuring rather than new debt issuance, the creation of new direct financial obligations (the amortizing promissory notes and preferred stock with dividend obligations) and the material modification of existing debt terms constitute a material debt-related transaction. The program addresses 54% of the company's $21.1 million in notes maturing within twelve months, making it material to investors assessing the registrant's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"CaliberCos Inc.","ticker":"CWD","filing_date":"2026-09-14"},{"id":36845,"accession_number":"0001627282-26-000070","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of shares of Common Stock issuable upon conversion of Series AAA Preferred Stock in transactions exempt from registration under Section 4(a)(2) and Regulation D. The press release confirms approximately $0.6 million of note principal was converted into Series AAA Convertible Preferred Stock, which is convertible into Class A common stock at specified prices ($2.50, $3.50, $4.50 per share). This is an unregistered equity issuance that will result in dilution to existing shareholders upon conversion, fitting the dilutive_issuance category. The materiality is supported by the broader $3.4 million refinancing program addressing 54% of near-term debt maturities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"CaliberCos Inc.","ticker":"CWD","filing_date":"2026-09-14"},{"id":36846,"accession_number":"0001627282-26-000070","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"CaliberCos completed a refinancing of approximately $3.4 million of corporate promissory notes into new five-year amortizing notes at 6% interest, and secured the right to retire an additional $9.1 million of notes at a discount ($7.3 million) over six months. This restructuring addresses approximately 54% of the company's $21.1 million in notes maturing within twelve months. While the transaction involves both refinancing existing debt and securing a payoff option, the core disclosure centers on the creation of new direct financial obligations (the five-year amortizing notes) and material modification of existing debt terms, which aligns with debt_issuance rather than covenant_breach or other categories. The materiality is evident from the scale ($12.5 million addressed), the interest savings ($0.2 million annually), and the strategic importance to the company's balance sheet strengthening.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T10:03:54.948788+00:00","company_name":"CaliberCos Inc.","ticker":"CWD","filing_date":"2026-09-14"}]}