CaliberCos美股招股说明书(2025-11-26版)

CALIBERCOS INC. 255,385 Shares of ClassA Common Stock This prospectus relates to the resale by the selling stockholders named herein (the “Selling Stockholders”), or their respectivetransferees, pledgees, donees or other successors-in-interest, from time to time, of up to 255,385 shares of ClassA common stock, parvalue $0.001 per share, of CaliberCos Inc. held by the Selling Stockholders consisting of 15,385 shares of ClassA common stock (the“Common Stock Shares”) and 240,000 shares of ClassA common stock issuable upon the exercise of the warrants (the “Warrant The Selling Stockholders may resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the timeof sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other meansdescribed under the heading “Plan of Distribution” beginning on page17 of this prospectus. The Selling Stockholders will bear itsrespective commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by the Our ClassA common stock is listed on the Nasdaq Capital Market under the symbol “CWD.” On September29, 2025, the lastreported sale price for our ClassA common stock on the Nasdaq Capital Market was $4.80 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 5 of this prospectus, contained in the applicable prospectus supplementand in any related free writing prospectus, and under similar headings in the other documents that are incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus November 26, 2025. You should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholders have authorizedany other person to provide you with information different from or in addition to that contained in this prospectus. If anyoneprovides you with different or inconsistent information, you should not rely on it. The Selling Stockholders are not making anoffer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit tothe registration statement of which this prospectus is a part and in any document that is incorporated by reference herein weremade solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk amongthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that CaliberCos Inc. (“we,” “us,” “Caliber,” or the “Company”) filedwith the Securities and Exchange Commission (the “SEC”). The selling stockholders (the “Selling Stockholders”) may sell up to255,385 shares of ClassA common stock, consisting of 15,385 shares of ClassA common stock (the “Common Stock Shares”) and240,000 shares of ClassA common stock issuable upon the exercise of the warrants (the “Warrant Shares”, together with the Common We may also file a prospectus supplement or post-effective amendment to the Registration Statement on FormS-3 of which thisprospectus forms a part (the “Registration Statement”) that may contain material information relating to the offering. The prospectussupplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to theoffering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasingany Shares, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representationsother than those contained or incorporated by reference in this prospectus, any post-effective amendment, or any applicable prospectussupplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibilityfor and can provide no assurance as to the reliability of any other information that others may give you. We and the SellingStockholders will not make an offer to sell these Shares in any jurisdiction where the offer or sale is not permitted. You should assumethat the information appearing in this prospect