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):

June 26, 2023

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

024-11016	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 7.01 Regulation FD Disclosure.

On June 26, 2023, CaliberCos Inc. issued a press release announcing the expansion of its internal wholesale team, which will significantly extend its reach into the Registered Investment Advisor and independent broker-dealer channels. 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

Exhibit No.	Exhibit
99.1	Press release dated June 26, 2023
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 28, 2023
	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Caliber Expands its Internal Wholesale Team as the Firm

Accelerates its Capital Markets Initiatives

SCOTTSDALE, Ariz., June 26, 2023 – CaliberCos Inc. (NASDAQ: CWD), a leading vertically integrated alternative asset manager, today announced the expansion of its internal wholesale team, which will significantly extend its reach into the Registered Investment Advisor (RIA) and independent broker-dealer channels. The team expansion follows Caliber’s announcement earlier this year that it had engaged with Skyway Capital Markets to serve as the exclusive managing broker dealer for the primary investment products in Caliber’s funds.

Caliber’s new wholesale team will report to Howard Hill, Senior Vice President of Corporate Development and Head of Capital Markets for Caliber. The team includes:

•Sean Hickham, Vice President of National Accounts

•Matt Jameson, Vice President, Capital Markets – East

•Andrew Garten, Vice President, Capital Markets – Central

•Mark Dickinson, Vice President, Capital Markets – West

•Rachel Lage, Senior Capital Markets Associate

•Brenna Winters, Capital Markets Associate

In making the announcement, Hill said, “We are bringing together a terrific team of professionals, each of whom has a strong track record of successful business development and a deep understanding of alternative asset products. Together, this team will significantly expand Caliber’s access to capital for our funds in the RIA and independent broker-dealer channels, which will enable us to accelerate growth in our assets under management. I look forward to leading this team and helping them expand Caliber’s reach in these important channels.”

Sean Hickham brings more than 25 years of financial experience to his new role of Vice President of National Accounts for Caliber, where he is responsible for driving business within the RIA and broker-dealer channels for Caliber Funds. Prior to joining Caliber, Hickham was Vice President of Sales and Marketing for Trustreet Properties, Inc. (NYSE: TSY), a public REIT sponsored by CNL. Following the sale of Trustreet to GE Capital, he was named Vice President, Mid-Cap Markets for GE. In 2011, Hickham returned to CNL as Senior Vice President of Fund Management, and helped launch Corporate Capital Trust (NYSE: CCT) and raise of over $3.5 billion in equity capital. He earned a bachelor’s degree in finance and economics from the University of Missouri - St. Louis.

Mathew Jameson, Vice President of Capital Markets – East, joins Caliber with a 14-year track record of successfully raising capital for industry-leading alternative asset investment managers, most recently serving as a Director at Apollo Global Management. An accomplished business development executive and alternative investment specialist, Jameson currently focuses on business development activities for Caliber in the eastern region of the U.S. In previous roles, he represented various asset classes and vehicles, including private credit, private equity and private real estate products. Before joining Apollo, Jameson served as a Senior Vice President at Griffin Capital Securities. He is a graduate of Miami University of Ohio.

Andrew Garten, Vice President of Capital Markets – Central, is a tenured alternative investment specialist. He leads business development activities for Caliber's leading alternative asset solutions in the central region of the U.S. Prior to joining Caliber, Garten served as a Senior Vice President for Griffin Capital, where his primary focus was on private real estate and private credit investment structures. Before Griffin Capital, he held various capital markets positions at Cole Capital, including Senior Vice President of Major Markets in New York City. Garten has raised more than $1 billion in equity for alternative investment vehicles over nearly two decades. Garten is a graduate of Virginia Tech University's Business School, where he studied global business management with an emphasis on technological innovation and corporate entrepreneurship.

Mark Dickinson, Vice President of Capital Markets – West, has been with Caliber since 2019 and recently joined this new wholesale team. He previously served as Vice President of Institutional Investments, where he consulted with institutional investors and raised capital for Caliber's Funds and individual real estate projects through the RIA, family office and bank trust channels. Prior to joining Caliber, Dickinson was Director of Intermediary Sales and Client Engagement at OpenInvest Co. He also served as a board member for The Financial Planning Association, after serving as Director and Portfolio Specialist at Pender Capital Management LLC. He started his career as an external wholesaler at Legg Mason Inc., and also was an RIA consultant at Cohen and Steers Inc. and DSM Capital Partners LLC. Dickinson earned a bachelor’s degree in business management from the University of La Verne.

Rachel Lage joined Caliber as its Senior Capital Markets Associate. In this role, she will be responsible for business development activities including sales and marketing support in the RIA and broker-dealer channels. Lage is joining Caliber from DPL Financial Partners, where she served as Regional Vice President and represented structured, variable, fixed index and fixed annuities in the RIA channel. She has nearly two decades of experience in financial services, including positions at Nationwide Financial, Brighthouse Financial Securities and Griffin Capital Securities. Lage earned a bachelor’s degree in business administration and operations at Bellevue University.

Brenna Winters, Caliber’s Capital Markets Associate, is a seasoned professional in commercial real estate with expertise in business development, sales, and client relations. At Caliber, she cultivates new business relationships with Investment Advisors and broker dealers nationwide. Winters is active in industry organizations, including the Commercial Real Estate Women’s (CREW) Network and Financial Planning Association of Phoenix, and she holds real estate licenses in Oregon and Arizona.

About CaliberCos Inc.

Caliber (NASDAQ: CWD) is a leading vertically integrated alternative asset management firm whose purpose is to build generational wealth for investors seeking to access opportunities in middle-market assets. Caliber differentiates itself by creating, managing, and servicing proprietary products, including middle-market investment funds, private syndications, and direct investments which are managed by our in-house asset services group. Our funds include investment vehicles focused primarily on real estate, private equity, and debt facilities. Additional information can be found atCaliberco.com and CaliberFunds.co.

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:

Samantha Vrcic

+1 480-295-7600

Samantha.vrcic@caliberco.com

Media Relations:

Kelly McAndrew

Financial Profiles

+1 203-613-1552

KMcAndrew@finprofiles.com

XML

Cover	Jun. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 26, 2023
Entity Registrant Name	CALIBERCOS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	024-11016
Entity Tax Identification Number	47-2426901
Entity Address, Address Line One	8901 E. Mountain View Rd.
Entity Address, Address Line Two	Ste. 150
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	(Zip Code)
City Area Code	480
Local Phone Number	295-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	CWD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001627282