UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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| Item 5.08 | Shareholder Director Nominations. |
On March 19, 2026, the board of directors (the “Board”) of CaliberCos Inc. (the “Company”) determined that the Company’s annual meeting of stockholders (the “Annual Meeting”) will be held on May 14, 2026, and will be held virtually at www.cleartrustonline.com/cwd. The record date for stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof is March 20, 2026.
Because the Annual Meeting date has been changed by more than 30 calendar days from the anniversary date of the previous year’s annual meeting (the “Prior Annual Meeting”), pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the deadline for stockholder nominations or proposals for consideration at the Annual Meeting set forth in the Company’s 2025 Annual Meeting proxy statement no longer applies. As such, the Company is filing this Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.
Additionally, stockholders who wish to submit a proposal or director nomination for consideration at the Annual Meeting, other than pursuant to Rule 14a-8, must comply with the procedures set forth in the Company’s Amended and Restated Bylaws, including delivering proper notice in writing to the Company’s Secretary at its principal executive offices not later than the tenth (10th) day following the date of public disclosure of the date of the Annual Meeting.
Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at 8901 E. Mountain View Road, Ste. 105, Scottsdale, AZ 85258, not later than the close of business on March 29, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its notice and access of proxy materials. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8. Any stockholder who intends to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the Annual Meeting other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal and related notice, including any notice on Schedule 14N, comply with the rules and regulations promulgated under the Exchange Act and the Company’s Amended and Restated Bylaws, and are delivered to, or mailed and received at, the Company’s principal executive offices on or before the close of business on March 29, 2026. Any director nominations and stockholder proposals received after the March 29, 2026, deadline will be considered untimely and will not be considered for inclusion in the proxy material for the Annual Meeting nor will it be considered at the Annual Meeting.
In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than March 16, 2026, which is 60 calendar days prior to the Annual Meeting.
All stockholder proposals or director nominations must be received by the Company at its principal executive offices located at 8901 E. Mountain View Road, Ste. 105, Scottsdale, AZ 85258 addressed to the Secretary of the Company and must comply with applicable Delaware law, the rules and regulations promulgated by the SEC and the procedures set forth in the Company’s Amended and Restated Bylaws, as amended.
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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: March 25, 2026 | By: | /s/ John C. Loeffler, II |
| Name: | John C. Loeffler, II | |
| Title: | Chief Executive Officer | |
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