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S-3 ·Filed Apr 13, 2026

CWD

CaliberCos Inc.
NEUTRAL
Impact 3/10
Horizonweeks Processed6mo ago SEC0001213900-26-043078
Shelf registration — potential dilution
Actionable Insight • Neutral

Monitor for actual sales by the selling stockholders, as the potential sale of up to 2.16 million shares could significantly impact the stock price given the company's small $7 million market cap. The debt extinguishment provides some benefit, but the potential dilution from these sales is the primary concern for existing shareholders.

DirectionNeutral
Confidencehigh
Horizonweeks
Final — all horizons settled through T+60d ⚠ clustered
CWD ▼ -45.74% at T+60d
NEUTRAL call -45.74% · α vs SPY -54.26% · entry $1.29 → $0.7000
Entry = T+0 close
Apr 13, 2026
via day close
T+1d
-2.33%
call -2.33% · α -3.10%
$1.26
settled 7mo ago
T+5d
-8.53%
call -8.53% · α -9.92%
$1.18
settled 6mo ago
T+20d
-21.71%
call -21.71% · α -28.00%
$1.01
settled 6mo ago
T+60d
-45.74%
call -45.74% · α -54.26%
$0.7000
settled 4mo ago

Price Chart

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Executive Summary

CaliberCos Inc. filed an S-3 shelf registration to allow selling stockholders to resell up to 2,162,791 shares of Class A common stock, consisting of 1.7 million shares and 454,891 shares issuable upon conversion of Series AAA Preferred Stock. The shares were issued in March 2026 when these stockholders converted $3.45 million of outstanding notes. The company will not receive proceeds from these sales but benefits from extinguishing debt.

Key Financial Metrics

Offering Size
$2.2M
Dilution
24.4%

Key Facts

  • S-3 shelf registration filed for resale of 2,162,791 shares by selling stockholders
  • Shares consist of 1,707,900 common shares and 454,891 shares issuable upon conversion of Series AAA Preferred Stock
  • Shares were issued in March 2026 when stockholders converted $3.45 million of outstanding notes
  • Company will not receive proceeds from share sales but benefits from extinguishing debt
  • Market cap is $7 million with stock trading at $1.04 per share on Nasdaq

Financial Impact

The registration covers 2,162,791 shares with a current market value of approximately $2.25 million based on the $1.04 share price, representing about 25% of the company's $7 million market cap.

market capshare countdebt

Risk Factors

  • Potential for significant share price pressure from selling stockholders
  • High percentage of shares available for sale relative to market cap
  • Small market cap makes the stock vulnerable to volatility

Market Snapshot

Exchange
Nasdaq
Sector
Real Estate

Investment Themes

Real Estate

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

DocumentAccession Number
S-3 Filing (Primary)0001213900-26-043078
Document: ea028579401ex-fee.htm0001213900-26-043078
Document: ea028579401ex5-1.htm0001213900-26-043078
Document: ea028579401ex23-2.htm0001213900-26-043078
Document: 0001213900-26-043078-index-headers.html0001213900-26-043078
Document: 0001213900-26-043078-index.html0001213900-26-043078
Document: 0001213900-26-043078.txt0001213900-26-043078
16 reports for CWD
Performance horizon
80% Hit rate @ T+5 4 of 5 directional calls Went positive at some point 5 of 5 best @ T+60▲ +54.85%May 13, 2026
Filters
Rows
Reports for CWD — sortable, filterable
TypeNow
Oct 19, 2026
7d ago
8-K
NEUTRAL ★ 2/10
$0.4340awaiting T+5—$0.3800 (−12.44%)
Aug 27, 2026
8w ago
8-K
NEUTRAL ★ 4/10
$0.5700 $0.5040▼ −11.58%▼ −10.81%$0.3800 (−33.33%)
Aug 26, 2026
8w ago
8-K
BEARISH ★ 8/10
$0.5700 $0.5040▲ +11.58%▲ +10.81%$0.3800 (+33.33%)
Aug 14, 2026
10w ago
8-K
NEUTRAL ★ 3/10
$0.5250 $0.5229▼ −0.40%▲ +0.97%$0.3800 (−27.62%)
Aug 13, 2026
10w ago
Press Release
BEARISH ★ 6/10
$0.5250 $0.5229▲ +0.40%▼ −0.97%$0.3800 (+27.62%)
Aug 4, 2026
11w ago
8-K
NEUTRAL ★ 2/10
$0.4650 $0.5580▲ +20.00%▲ +20.10%$0.3800 (−18.28%)
Jul 17, 2026
14w ago
8-K
NEUTRAL ★ 3/10
$0.7742 $0.6915▼ −10.68%▼ −9.99%$0.3800 (−50.92%)
Jun 5, 2026
20w ago
8-K
NEUTRAL ★ 3/10
$0.8400 $0.7920▼ −5.71%▼ −7.83%$0.3800 (−54.76%)
Jun 5, 2026
20w ago
Press Release
BEARISH ★ 6/10
$0.8400 $0.7920▲ +5.71%▲ +7.83%$0.3800 (+54.76%)
May 13, 2026
23w ago
8-K
BEARISH ★ 5/10
$1.12 $1.02▲ +8.93%▲ +8.21%$0.3800 (+66.07%)
Showing 10 of 16

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Report published Apr 13, 2026