CaliberCos Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2026, Dan Hansen informed the Nominating & Governance Committee of the Board of Directors (the “Board”) of CaliberCos, Inc. (the “Company”) that he will not stand for election at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Mr. Hansen will continue to serve as a director and a member of the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee of the Board until the date of the 2026 Annual Meeting. His decision not to stand for election at the 2026 Annual Meeting did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
On March 31, 2026, Michael Trzupek informed the Nominating & Governance Committee of the Board the Company that he will not stand for election at the Company’s 2026 Annual Meeting. Mr. Trzupek will continue to serve as a director and a member of the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee of the Board until the date of the 2026 Annual Meeting. His decision not to stand for election at the 2026 Annual Meeting did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
Upon the recommendation of the Nominating & Governance Committee of the Board, on March 31, 2026, the Board approved a decrease in the size of the Board to five directors effective as of the date of the 2026 Annual Meeting.
Item 7.01 Regulation FD Disclosure.
On March 31, 2026, the Company issued a press release announcing the changes to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release dated March 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 31, 2026 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John C. Loeffler, II | |
| Title: | Chief Executive Officer | |
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