CaliberCos Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

On April 14, 2026, the Company issued 1,707,930 shares of common stock in satisfaction of $1.9 million of outstanding unsecured corporate notes. The issuance of the common stock was not registered under the Securities Act of 1933, as amended, or any state securities laws, and was effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On March 20, 2026, the Company issued 63,472 shares of Class A common stock to an institutional investor upon the investor’s exercise of its option to convert 15,868 shares of Series B Preferred Stock into common stock. In September 2025, the Company entered into a securities purchase agreement with the investor, pursuant to which the Company issued 15,868 shares of Series B Preferred Stock to the investor. The shares of Series B Preferred Stock are convertible, at the holder’s option, at the conversion rate set forth in the securities purchase agreement. The issuance of the Series B Preferred Stock was not registered under the Securities Act of 1933, as amended, or any state securities laws, and was effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.