CaliberCos美股招股说明书(2025-09-22版)

CALIBERCOS INC. This prospectus supplement supplements the prospectus dated May8, 2025 (the “Prospectus”), which forms a part of ourregistration statement on FormS-1 (No.333-286530). Capitalized terms used in this prospectus supplement and not otherwise definedherein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the informationcontained in our (1)Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on August28, 2025(the “Current Report”), and (2)Quarterly Report on Form10-Q for the fiscal quarter ended June30, 2025, filed with the SEC onAugust14, 2025 (the “Quarterly Report”). Accordingly, we have attached the Current Report and the Quarterly Report to thisprospectus supplement. Our shares of ClassA Common Stock are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CWD”.On September18, 2025, the closing price of our ClassA Common Stock was $7.59 per share. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedin the section titled “Risk Factors” beginning on page7 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of the securities to be issued under the Prospectus and this prospectus supplement or determined ifthe Prospectus and this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is September19, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM8-K CURRENT REPORTPURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported):August28, 2025 CALIBERCOS INC.(Exact Name of Registrant as Specified in Its Charter) Delaware(State or Other Jurisdiction of Incorporation) 001-4170347-2426901(Commission File Number)(IRS Employer Identification No.) 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ85258(Address of Principal Executive Offices)(Zip Code) (480) 295-7600(Registrant’s Telephone Number,Including Area Code) N/A(Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions (seeGeneral Instruction A.2. below): ¨Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425) ¨Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) ¨Pre-commencement communications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933 (17CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Item 7.01 Regulation FD Disclosure. On August28, 2025, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing that its Board of Directors hasapproved the adoption of a Digital Asset Treasury Strategy and a Digital Asset Treasury Policy. Under this strategy and policy, theCompany may allocate a portion of its treasury funds to acquire cryptocurrency, specifically LINK tokens, which support theChainlink protocol, and to engage in activities related to the management of and the maximization of returns from such digital assetholdings. A copy of the press release is attached to this Current Report on Form8-K as Exhibit99.1 and is hereby furnished pursuantto this Item 7.01. The information disclosed under this Item 7.01, including Exhibit99.1 attached hereto, shall not be deemed “filed” for purposes ofSection18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in anyfiling under th