📜 What This Document Is

This is an 8-K filing, which is a report companies use to announce major news to investors. This specific one includes a press release from March 31, 2026, announcing a planned change in the company's Board of Directors.

🏢 What The Company Does

👉 In simple terms, CaliberCos Inc. (Nasdaq: CWD) is an investment company that specializes in managing real estate and digital assets. They focus on areas like hotels and apartment buildings, and they're also moving into blockchain technology to change how real estate is owned and traded.

🔄 Board Transition Announced

The big news is a changing of the guard on Caliber's board. Two current directors, Dan Hansen and Michael Trzupek, will not seek re-election at the annual meeting on May 14, 2026. The company thanks them for their long service.

At the same time, they've nominated a new independent director, J. Alan Reid, Jr., to join the board. If shareholders approve, the board will shrink to five members, with three being independent.

👤 Meet the New Director: J. Alan Reid, Jr.

Mr. Reid brings over 30 years of experience in asset management and capital markets. His key qualifications include:

• Scaling Businesses: He previously grew a company's assets from $70 million to $7 billion.
• Real Estate Expertise: He has overseen more than $3 billion in real estate assets.
• Digital Asset Knowledge: He has a background in blockchain, digital assets, and even co-founded a tech company for shareholder voting.
• Insider Familiarity: He already knows Caliber well, having served on the board of one of its managed funds.

👉 Why it matters: This hire isn't random. It directly supports Caliber's stated strategy of integrating digital assets and tokenization into its real estate business.

⚖️ Why the Departing Directors Are Leaving

The announcement is careful to state there were no disagreements with the departing directors.

• Dan Hansen is stepping back because his job as Global Head of Growth Strategy at Hyatt has become more demanding. He may stay on as an advisor.
• Michael Trzupek is leaving due to increased responsibilities in his role as CFO of the quantum computing company Xanadu.

🔮 What This Signals for Caliber's Future

This board shuffle is a strategic signal. By bringing in someone with Reid's specific blend of traditional asset management and digital asset/tokenization expertise, Caliber is doubling down on its future direction. The company is clearly positioning itself to be a leader in using blockchain technology for real estate investment, and it's restructuring its governance to reflect that.

🧠 The Analogy

Think of this like a professional sports team making an off-season roster change. They're thanking two veteran players for their service (the departing directors) and signing a new free agent (Mr. Reid) whose specific skills—like a new specialized playing style—perfectly match the team's updated game plan for the next season.

📇 Key Contacts & People

• J. Alan Reid, Jr. – Nominee for Independent Director
• Chris Loeffler – Chief Executive Officer
• Dan Hansen – Outgoing Director
• Michael Trzupek – Outgoing Director
• Lawrence Taylor – Expected Independent Director post-meeting
• Bill Gerber – Expected Independent Director post-meeting
• Ilya Grozovsky – Caliber Investor Relations, +1 480-214-1915, [email protected]

🧩 Final Takeaway

Caliber is actively reshaping its leadership to match its new strategy. This isn't just a routine board update; it's a clear signal that the company is seriously integrating digital asset and blockchain expertise into its highest level of governance as it pursues its future in tokenized real estate.