Caliber Announces 1-for-20 Reverse Stock Split Effective May 2, 2025

Caliber announced a 1-for-20 reverse stock split effective May 2, 2025, to comply with Nasdaq listing requirements.

Quiver AI Summary

Caliber (NASDAQ: CWD) announced a 1-for-20 reverse stock split of its Class A and Class B common stock, effective May 2, 2025, at 12:01 a.m. Eastern Time. This action is intended to help the company meet Nasdaq's minimum bid price requirement of $1.00 per share. After the split, the number of Class A shares will decrease from approximately 18.57 million to about 928,715, and Class B shares will reduce from roughly 7.42 million to approximately 370,821. No fractional shares will be issued; instead, they will be rounded up to the nearest whole share. Stockholders will not need to take any action to receive their post-split shares, and the company is committed to maintaining compliance with Nasdaq's regulations. Forward-looking statements in the release indicate potential risks regarding the company's stock performance post-split and compliance with listing standards.

Potential Positives

• The reverse stock split is intended to bring the company into compliance with Nasdaq's $1.00 minimum bid price requirement, which is crucial for maintaining its listing on the exchange.
• The proposal for the reverse stock split received approval from stockholders, indicating support for the company's plans and fostering shareholder engagement.
• The reverse stock split will result in a more manageable number of shares outstanding, potentially improving market perception and stock performance.
• The company has a track record of over $2.9 billion in managed assets and specializes in often-overlooked markets, showcasing its competitive advantage and expertise in real estate management.

Potential Negatives

• The reverse stock split is primarily intended to bring the company into compliance with Nasdaq's minimum bid price requirement, indicating potential underlying issues with the company's stock performance and market perception.
• Despite the reverse stock split, there is no guarantee that the company will meet the minimum bid price requirement post-split, raising concerns about its future compliance and market standing.
• The significant ratio of 1-for-20 suggests that the company's stock price was struggling, which may negatively affect investor confidence and market sentiment.

FAQ

What is the date of Caliber's reverse stock split?

Caliber's reverse stock split will take effect on May 2, 2025, at 12:01 a.m. Eastern Time.

What is the ratio of the reverse stock split?

The reverse stock split will be executed at a 1-for-20 ratio.

Will Caliber's stock continue to trade on Nasdaq?

Yes, Caliber’s Class A Common Stock will continue to trade on Nasdaq under the symbol CWD.

How will the reverse stock split affect current shareholders?

The reverse stock split will not change shareholders' percentage interest, only the number of shares owned will be adjusted.

What happens to fractional shares after the reverse stock split?

No fractional shares will be issued; all fractions will be rounded up to the nearest whole share.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$CWD Insider Trading Activity

$CWD insiders have traded $CWD stock on the open market 1 times in the past 6 months. Of those trades, 0 have been purchases and 1 have been sales.

Here’s a breakdown of recent trading of $CWD stock by insiders over the last 6 months:

• JADE LEUNG (CFO) sold 28,500 shares for an estimated $13,112

To track insider transactions, check out Quiver Quantitative's insider trading dashboard.

$CWD Hedge Fund Activity

We have seen 6 institutional investors add shares of $CWD stock to their portfolio, and 5 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

• MARINER, LLC removed 340,153 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $237,766
• CITADEL ADVISORS LLC added 86,462 shares (+387.7%) to their portfolio in Q4 2024, for an estimated $60,436
• GEODE CAPITAL MANAGEMENT, LLC added 66,188 shares (+166.1%) to their portfolio in Q4 2024, for an estimated $46,265
• UBS GROUP AG added 55,830 shares (+inf%) to their portfolio in Q4 2024, for an estimated $39,025
• CAPITAL INSIGHT PARTNERS, LLC removed 47,194 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $32,988
• IRONWOOD INVESTMENT COUNSEL, LLC added 33,029 shares (+inf%) to their portfolio in Q4 2024, for an estimated $23,087
• VIRTU FINANCIAL LLC added 15,383 shares (+inf%) to their portfolio in Q4 2024, for an estimated $10,752

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

Full Release

SCOTTSDALE, Ariz., April 30, 2025 (GLOBE NEWSWIRE) -- Caliber (NASDAQ: CWD), a real estate investor, developer, and manager, today announced that it will effect a 1-for-20 reverse stock split (“Reverse Stock Split”) of its Class A common stock, par value $0.001 per share (“Class A Common Stock”) and Class B common stock, par value $0.001 per share (“Class B Common Stock”, together with the Class A Common Stock, the “Common Stock”), that will become effective on May 2, 2025, at 12:01 a.m. Eastern Time. The Class A Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol CWD and will begin trading on a split-adjusted basis when the market opens on May 2, 2025. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 13000T604.

The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.

At the Company’s Special Meeting of Stockholders held on April 21, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-5 to 1-for-20. The Company’s board of directors approved a 1-for-20 reverse split ratio, and the Company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective May 2, 2025.

The 1-for-20 Reverse Stock Split will automatically combine and convert twenty current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares). Currently, prior to the Reverse Stock Split, there are approximately 18,574,292 shares of Class A Common Stock and 7,416,414 shares of Class B Common Stock outstanding, which after the Reverse Stock Split, will be reduced to approximately 928,715 shares of Class A Common Stock and 370,821 shares of Class B Common Stock outstanding.

Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

About Caliber (CaliberCos Inc.)

With over $2.9 billion in Managed Assets, Caliber’s 16-year track record of managing and developing real estate is built on a singular goal: to make money in all market conditions, specializing in hospitality, multi-family residential, and multi-tenant industrial. Our growth is fueled by performance and a key competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions often overlook. Integral to this advantage is our in-house shared services group, which gives Caliber greater control over our real estate and enhanced visibility into future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. and/or invest directly in our Private Funds.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential" and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Caliber and are difficult to predict. Examples of such risks and uncertainties include but are not limited to how Caliber’s stock will perform after the Reverse Stock Split, Caliber’s ability to timely implement the Reverse Stock Split, the success of the Reverse Stock Split, and Caliber’s ability to regain compliance with Nasdaq Listing standards. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Caliber with the Securities and Exchange Commission. Caliber anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Caliber assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Caliber’s plans and expectations as of any subsequent date.

Caliber:



Caliber Investor Relations

:


Ilya Grozovsky


+1 480-295-7600



Ilya@CaliberCo.com

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.