CaliberCos Inc. (Nasdaq: CWD) announced on September 14, 2026, the completion of a note exchange program designed to restructure approximately $12.5 million of its corporate promissory notes. The program offers note holders three options: converting debt into new amortizing notes, exchanging debt for equity, or granting the company the right to pay off the debt at a discount.
Under the program, approximately $2.9 million of outstanding notes was exchanged for new five-year subordinated amortizing promissory notes. These new notes carry an interest rate of 6.0% per annum and amortize monthly. The weighted average interest rate on the notes that were exchanged was approximately 11.5%. The company estimates that over the five-year term, the new notes will result in approximately $0.46 million in interest payments, compared to approximately $1.7 million had the original notes remained outstanding.
In addition, approximately $0.6 million of note principal was converted into shares of Series AAA Convertible Preferred Stock. This perpetual preferred stock instrument carries a 12% annual, non-cumulative dividend payable quarterly in cash or shares of Class A common stock. The conversion is treated as equity on the company's balance sheet and removes approximately $71,000 of annual interest expense.
Regarding the remaining notes, the company has executed payoff option and standstill agreements with holders of approximately $9.1 million in principal. Under these agreements, Caliber has the right, but not the obligation, to retire those notes in full for approximately $7.3 million in cash, representing an 80% discount, at any time during the six months following execution. If the company exercises this option in full, it expects to recognize a gain of approximately $1.8 million and eliminate approximately $1.0 million of additional annual interest expense.
As of September 14, 2026, the company has entered into subscription agreements for the exchange of $12.6 million of outstanding indebtedness. This restructuring addresses approximately 54% of the $21.1 million of unsecured corporate and convertible notes that the company disclosed as maturing within twelve months in its most recent periodic report.
