CaliberCos美股招股说明书（2026-04-28版本）

CALIBERCOS INC. 2,162,791 Shares of Class A 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 2,162,791 shares (the “Shares”) of Class Acommon stock, par value $0.001 per share (“Class A common stock”), of CaliberCos Inc. (the “Company” or “we”) held by the SellingStockholders consisting of (i) up to 1,707,900 shares of Class A common stock, and (ii) up to 454,891 shares of Class A common stock The Shares were issued to the Selling Stockholders in March 2026 pursuant to the terms of subscription agreements (collectively, the“Subscription Agreements”) with the Company, whereby the Selling Stockholders converted and canceled a total of $3,450,271 oftheir outstanding notes with the Company in exchange for either shares of Class A common stock or shares of Series AAA Preferred. 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 page 23 of this prospectus. The Selling Stockholders will bear theirrespective commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by the Our Class A common stock is listed on the Nasdaq Capital Market under the symbol “CWD.” On April 10, 2026, the last reported saleprice for our Class A common stock on the Nasdaq Capital Market was $1.04 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 8 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 April 27, 2026 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 among ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-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 to up to2,162,791 shares (the “Shares”) of Class A common stock, par value $0.001 per share (“Class A common stock”), of CaliberCos Inc.(the “Company”) held by the Selling Stockholders consisting of (i) up to 1,707,900 shares of Class A common stock, and (ii) up to We may also file a prospectus supplement or post-effective amendment to the Registration Statement on Form S-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 purchasing 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 n