{"url_path":"/sec/cwd/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **. **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1627282/0001213900-26-065924-index.html","accession_number":"0001213900-26-065924","cik":"0001627282","ticker":"CWD","issuer_name":"CaliberCos Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1627282/0001213900-26-065924-index.html","primary_entity_key":"0001627282","primary_entity_name":"CaliberCos Inc."},"word_count":570,"has_tables":true,"body_markdown":"**Item\n5.02**. **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements\nof Certain Officers.**\n\n** **\n\n*Resignation\nof Chief Financial Officer*\n\n \n\nOn\nJune 5, 2026, CaliberCos, Inc. (the “Company”) accepted the resignation of Mr. Jade Leung from his position as Chief\nFinancial Officer of the Company, effective June 14, 2026. Mr. Leung has served as the Company’s Chief Financial Officer for\nnine years, since 2017, and has worked with the Company for a total of eleven years, starting in 2015. Mr. Leung’s resignation was for personal reasons and there were no disagreements between Mr. Leung\nand the Company. His departure is not related to the Company’s operations, policies, practices, financial disclosures, or\naccounting matters.\n\n \n\nIn\nconnection with Mr. Leung’s resignation, the Company expects to enter into a confidential separation and release agreement (the\n“Separation Agreement”) with Mr. Leung, which will provide for, among other things, the following benefits: (1) an aggregate\ncash severance payment of approximately $86,584.60, less applicable taxes and withholdings, representing sixteen weeks of his base salary,\npayable in eight installments through the Company’s regular payroll system starting after the execution of the Separation Agreement;\n(2) a grant of 100,000 shares of the Company’s common stock, less any previously advanced tax withholdings, which will be subject\nto a six-month lock-up period from the date of grant; and (3) the acceleration and full vesting of 24,441 previously granted but unvested\nequity awards held by Mr. Leung, subject to the terms and conditions of the applicable equity award agreements and the Company’s\nequity incentive plan. The foregoing benefits are subject to Mr. Leung’s execution and non-revocation of the Separation Agreement\nand his continued compliance with its terms and conditions.\n\n \n\nMr.\nLeung is expected to enter into an independent contractor agreement with the Company to assist with the transition of his duties.\n\n \n\nThe\nboard of directors of the Company has commenced a search for a permanent Chief Financial Officer to lead the next phase of the Company’s\ngrowth.\n\n \n\n*Appointment\nof Acting Chief Financial Officer*\n\n \n\nIn\naddition, the board of directors of the Company approved the appointment of Mr. Michael Rosales, the Company’s current Senior Vice\nPresident of Accounting, Financial Reporting and Tax, to serve as acting Chief Financial Officer, effective June 14, 2026.\n\n \n\nMr.\nRosales, age 58, has served as the Company’s Senior Vice President of Accounting, Financial Reporting and Tax since April 2025.\nPreviously, he served as the Company’s Corporate Controller from September 2022 to March 2025 and as Director of Financial Reporting\nand Technical Accounting from October 2020 to September 2022. Prior to joining the Company, Mr. Rosales was an Audit Senior Manager at\nGrant Thornton LLP from September 2013 to January 2020. Earlier in his career, he held various audit roles, including audit manager positions,\nat PricewaterhouseCoopers LLP and Wells Fargo, and served as a Senior Auditor at Deloitte and Greentree Financial Services. Mr. Rosales\nis a Certified Public Accountant and holds a Bachelor of Science in Accounting from Arizona State University.\n\n \n\nThe\nappointment of Mr. Rosales as the Company’s acting Chief Financial Officer or principal financial officer was not pursuant to\nany arrangement or understanding between him and any other person. There are also no family relationships between Mr. Rosales and any\ndirector or executive officer of the Company and Mr. Rosales has no direct or indirect material interest in any transaction required\nto be disclosed pursuant to Item 404(a) of Regulation S-K."}