Caliber Companies (CWD) Review 2026: Notes, Funds, Going Concern

Caliber in the SEC record: one parent that reports, funds that do not

“Caliber Companies” is how the sponsor markets itself; the legal entity is CaliberCos Inc., a Delaware corporation at 8901 E. Mountain View Road, Scottsdale. It went public on the Nasdaq Capital Market in May 2023 with 1,200,000 Class A shares at $4.00. Before that it had already raised money from the public under Regulation A (Forms 1-K from 2020 to 2023). At March 23, 2026 it had 1,507 holders of record of its Class A stock.

The funds you may own are separate entities. None of them files annual reports with the SEC; each filed a Form D, the notice of a private placement, with the parent's executives (John C. Loeffler II and Jennifer Schrader on most) listed as related persons. So the only audited numbers about the Caliber system are the parent's, and those consolidate some funds and not others. Search carefully, too: EDGAR has dozens of unrelated "Caliber" filers, including Caliber Companies LLC, a Chicago pooled fund (CIK 1877316) whose related persons are not Caliber's.

Source: CaliberCos filings on EDGAR (accessions in the dataset). Deloitte's dismissal 8-K reports no disagreements with the company.

The going-concern math: notes coming due, cash on hand

Caliber has financed itself for years by selling corporate notes, unsecured promissory notes of roughly $200,000 on average, to its own investors, with 12- or 36-month terms and rates of 8.25% to 12.00%. That book is what the auditor and the 10-Q are worried about.

Source: 10-Q for June 30, 2026, 10-K for 2025 and 8-K of August 27, 2025. Total stockholders' equity including noncontrolling interests in consolidated funds was $34.7 million at June 30, 2026.

The 10-Q is direct about it: Caliber “does not have sufficient cash and other liquid assets on-hand to satisfy these maturities in full.” It also tells noteholders what a default would mean for them: the notes “lack provisions for rights or claims against the Company’s assets”, and management expects it could “negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule.” In plain terms, a noteholder who is not paid on time can expect to be asked to wait. Another sponsor with the same kind of warning is Terra; see our Terra Property Trust going-concern review.

The plan to pay them has four legs, all in the filing: Series AA preferred sold under Regulation A ($8.1 million raised through August 13, 2026), rolling 12-month notes into 36-month notes ($6.7 million), converting notes into stock, and selling new shares through an equity line and an at-the-market program ($41.1 million of net cash from equity issuances across all sources). The September 2026 exchange added a fifth: holders of $9.1 million of notes granted Caliber the right to pay them off at 80% of principal, about $7.3 million, within six months; $2.9 million moved into 6% subordinated amortizing notes and $0.6 million into Series AAA preferred. One more line shows how tight cash was: at December 31, 2025 the company had a $0.3 million short-term operating loan at an interest rate of 123.70%.

Where the money comes from: fees from its own funds

Every dollar of Caliber's asset management revenue comes from its own funds and is booked as related-party revenue. Fund management fees are generally 1.0% to 1.5% of unreturned capital (0.7% of enterprise value for Caliber Hospitality Trust).

Source: 10-Q for June 30, 2026, Note 7 and statements of operations. For the full year 2025, platform revenue was $15.2 million (2024: $20.9 million) and the consolidated net loss $23.0 million (2024: $21.5 million), per the 2025 10-K.

Two details matter to a fund investor. First, performance allocations, the carried interest a sponsor earns when funds beat their preferred return, were negative in the first half of 2026: no fund is currently paying Caliber a profit share. Second, the funds owe Caliber $9.4 million for services, net of a $3.6 million allowance for amounts the company does not expect to collect, and Caliber has lent $10.2 million to related parties on unsecured notes. Caliber's 2026 guidance is $18.0 to $22.0 million of revenue, with about 60% of the growth expected from debt-financing activity within its existing portfolio (company guidance, August 13, 2026).

The funds: what 22 Form Ds report

We pulled the latest Form D or amendment of every issuer on EDGAR that lists Caliber's executives and Scottsdale address (22, excluding the parent itself and the unrelated Chicago filer). The amounts are cumulative for each offering and self-reported; several funds stopped amending years ago, so treat them as floors.

Source: SEC Form D and D/A filings; census script and output saved with this page. Investors can be counted in more than one fund. Sales commissions are the Item 15 figure; 17 of the 22 name Tobin & Company Securities as the selling broker-dealer.

What the filings let you check:

• The biggest fund last updated its Form D in May 2022. Caliber Tax Advantaged Opportunity Zone Fund, LP reported $159.8 million from 335 investors and has filed nothing since. Its successor, Fund II, is still raising: $39.7 million from 111 investors as of August 6, 2026. Our census of opportunity zone fund Form Ds puts these two in context.
• Caliber Fixed Income Fund III ($70.9 million from 333 investors, $5,000 minimum) is the fund Caliber wound down in 2024; the parent still carries $6.5 million of impairments on its own investments, “primarily related to the winding down” of CFIF III, per the March 31, 2026 10-Q.
• Managed capital fell by $37.8 million in one quarter. The 10-Q for March 31, 2026 attributes the write-off to asset sales by the funds and “an impairment reserve related to an investment held by one of our diversified funds while recoverability is being evaluated.” It does not name the investment. Credit managed capital, the loans Caliber and its diversified funds make to Caliber projects, fell from $82.2 million to $53.4 million in the half.
• Two measures of size. The 10-Q reports fair-value AUM of $737.2 million at June 30, 2026, down from $779.7 million at the end of 2025. Caliber's press releases describe “over $2.6 billion in Managed Assets”, a broader company-defined figure. Use the 10-Q number when you size the business. Caliber Hospitality Trust also appears in our private REIT Form D table.

The LINK treasury: what the crypto pivot did

On August 28, 2025 the board adopted a Digital Asset Treasury Strategy to put “the principal holding in the Company's treasury reserve” into LINK, the Chainlink token, partly funded by the equity line. The 10-Q tracks the result:

Source: 10-Q for June 30, 2026, Note 4. In the first half of 2026 Caliber sold 333,432 LINK for $3.0 million and redeployed the proceeds into project financings. The 2025 loss on digital assets was $5.8 million (10-K).

For a shareholder, the treasury cost $5.8 million in 2025 and $2.2 million in the first half of 2026 (change in fair value of digital assets), while the company was telling noteholders it lacked the cash to repay them.

Series AA preferred: the product brokers offer now

If a broker is offering you a Caliber investment in 2026, it may be the Series AA Cumulative Redeemable Preferred Stock, sold under Regulation A through ARKap Markets, LLC as managing dealer. The offering circular of March 13, 2025 sets the terms:

Source: Regulation A offering circular (253G2) of March 13, 2025; 10-Q for June 30, 2026. For how other real estate sponsors price Regulation A deals, see our Reg A offerings data.

The circular says up to $10.0 million of the new preferred money may go to repay the old notes. The 10-Q books the Series AA as a liability ($8.4 million), because Caliber must redeem it in cash in three years, at the same time as it reports substantial doubt about meeting the notes it already owes.

Debt inside the funds Caliber consolidates

Caliber's balance sheet also carries $66.3 million of notes payable of the funds it consolidates at June 30, 2026 (up from $33.6 million at year-end), with $18.0 million due from July to December 2026 and $31.7 million in 2028. Two loans show the pattern. The Southpointe Fundco construction loan in Phoenix began at 9.99%, was extended seven times from May 2023 to March 2026, now carries 11.99%, was due in September 2026 under its latest extension and is guaranteed by “an individual who is an affiliate of the Company.” The loan on the Riverwalk properties in Scottsdale is under a December 2025 forbearance agreement at SOFR plus 4.25% (6.50% floor), with an exit fee, and is guaranteed by CaliberCos itself.

Regulatory and legal record

The 2025 10-K and the June 2026 10-Q say Caliber is party only to ordinary-course claims that it does not believe are material. We found no SEC enforcement action, litigation release or FINRA action naming CaliberCos or its funds in EDGAR full-text search and the filings themselves, as of October 10, 2026. Plaintiff law firms have advertised investigations into Caliber Hospitality Trust and CaliberCos; those are solicitations for clients, not findings. We did not complete a court docket search, so this is not proof that no case exists.

What a Caliber investor can do with this

• If you hold a corporate note, check its maturity against the 10-Q: $21.0 million comes due within twelve months and some notes are already past due. Before accepting an extension, a conversion to stock or an 80% payoff, ask for the exchange documents filed as exhibits to the September 14, 2026 8-K and compare the offer with the company's stated cash position.
• If you are an LP in a Caliber fund, read your fund's last Form D on EDGAR and ask the sponsor for the fund's current NAV, any loan the fund owes to Caliber or its other funds, and whether it is the diversified fund whose investment was reserved in early 2026. Caliber's own financial strain matters to you because the manager collects fees, lends between funds and guarantees fund loans.
• If a broker offers you Series AA preferred, weigh the 9.5% dividend against the up-to-8% selling cost, the three-year lock with a 10% early-exit fee, and the fact that redemption depends on the same company that reports substantial doubt about its going concern. Ask what the broker is paid.
• If you own CWD shares, the August 21, 2026 Nasdaq notice gives Caliber until February 17, 2027 to close above $1.00 for ten consecutive business days; the last time, it did a 1-for-20 reverse split. Share counts have also risen from 6.5 million to 8.9 million Class A shares in six months.

Our verdict

Caliber's public filings are more candid than most sponsors': they name the going-concern problem, the past-due notes and the write-offs. Read together, they describe a manager whose fee income does not cover its costs, that is refinancing investor notes with new investor money and stock, and whose own solvency is uncertain on the auditor's words. That does not by itself say anything about the value of a particular fund's real estate, but it does change the risk of anything that depends on Caliber paying you: a corporate note, Series AA preferred, or a fund whose operations depend on the manager. If you have six figures with Caliber, this is a moment for an independent second opinion, not a sales call.

FAQ

All figures are from CaliberCos Inc. filings on SEC EDGAR: the Form 10-K for 2025 (March 26, 2026), the Forms 10-Q for March 31 and June 30, 2026, Forms 8-K of November 15, 2024, April 25, August 27, August 28, September 17, September 26, October 23 and November 18, 2025 and March 25, March 31, April 14, June 5, August 13, August 26 and September 14, 2026, the IPO prospectus of May 17, 2023, the Regulation A offering circular of March 13, 2025 and its supplement of February 6, 2026; and the latest Form D or D/A of 22 Caliber-sponsored issuers and of CaliberCos itself, all read on October 10, 2026. Caliber issuers were identified by their executives and Scottsdale address on the Form D, so a fund filed under another name without them is missing. Sums and percentages are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.