Business Context and Reporting Period
This Form 8-K filing by CaliberCos Inc. (Nasdaq: CWD) reports on events occurring on June 5, 2026. The filing addresses significant changes in executive leadership, specifically the resignation of the Chief Financial Officer and the appointment of an interim successor.
Key Financial Metrics
The filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to the severance package for the departing CFO:
- Severance Cash Payment: Approximately $86,584.60 (representing 16 weeks of base salary).
- Equity Grant: 100,000 shares of common stock (subject to a six-month lock-up).
- Equity Acceleration: Full vesting of 24,441 previously unvested equity awards.
Material Changes
The primary material change is the departure of Mr. Jade Leung, who served as Chief Financial Officer for nine years (since 2017). The resignation is effective June 14, 2026. The Company states the departure is for personal reasons and explicitly notes there were no disagreements regarding operations, policies, financial disclosures, or accounting matters.
Outlook, Management Commentary, and Risks
Management Commentary: The Board has commenced a search for a permanent Chief Financial Officer to lead the Company's next phase of growth. Mr. Leung will assist with the transition as an independent contractor.
Appointment: Mr. Michael Rosales, currently Senior Vice President of Accounting, Financial Reporting and Tax, has been appointed as Acting Chief Financial Officer effective June 14, 2026. Mr. Rosales has been with the Company since 2020.
Risks and Contingencies: The severance benefits are contingent upon Mr. Leung executing a separation and release agreement and complying with its terms. The filing includes a standard disclaimer that the press release information is not deemed "filed" under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the execution of the confidential separation and release agreement with Mr. Leung.
- Monitor the timeline for the appointment of a permanent Chief Financial Officer.
- Review the impact of the 100,000 share grant and 24,441 accelerated shares on dilution.
- Confirm that the transition of duties under Mr. Rosales does not disrupt financial reporting cycles.