Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 of this Current Report on Form 8-K (“ Form 8-K”), on January 30, 2026, CaliberCos Inc. (the Company”) held a special meeting (the "Special Meeting") of its stockholders. At the Special Meeting, among other matters of business acted upon, stockholders approved an amendment (the "Plan Amendment") to the Company's 2024 Equity Incentive Plan, as amended (the "2024 Plan") to (i) increase the number of shares of Class A common stock, par value $0.001 per share (the “ Class A Common Stock”) available for grant of awards by 1,000,000 shares, and (ii) incorporate provisions for annual increases under the 2024 Plan on the first day of each calendar year, beginning on January 1, 2027 and ending on January 1, 2034, equal to 15% of the total number of shares of Class A Common Stock outstanding on the last day of the immediately preceding calendar year. The board of directors of the Company approved the Plan Amendment to the 2024 Plan, subject to stockholder approval. A summary description of the terms of the Plan Amendment is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 7, 2026 (the "Proxy Statement") under the section of the Proxy Statement entitled "PROPOSAL THREE - AMENDMENT TO THE CALIBERCOS INC. 2024 EQUITY INCENTIVE PLAN," which is qualified by reference to the full text of the 2024 Plan, as modified by the Plan Amendment and attached to the Proxy Statement as Annex C, and a copy of the Plan Amendment attached hereto as Exhibit 10.1, both of which are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. As of the record date for the Special Meeting of December 31, 2025, there were 6,534,319 shares of Class A Common Stock issued and outstanding and entitled to vote and 370,822 shares of Class B common stock, par value $0.001 per share (the “ Class B Common Stock” and, with the Class A Common Stock, the “ Common Stock”) issued and outstanding and entitled to vote. Holders of each share of Class A Common Stock are entitled to one (1) vote per share. Holders of each share of Class B Common Stock are entitled to ten (10) votes per share. The Class A Common Stock and Class B Common Stock vote together as a single class. A total of 2,912,227 shares of Common Stock entitled to vote at the Annual Meeting, representing 5,449,075 votes, were present, in person or by proxy, at the Special Meeting, constituting a quorum pursuant to the Company’s Amended and Restated Bylaws, as amended. The final votes on the proposals presented at the Special Meeting are set forth below. Proposal 1: Amendment of the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Class A Common Stock from 100,000,000 shares to 500,000,000 shares. The stockholders approved the Charter Amendment by the following votes: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 4,475,632 751,510 3,577 218,356 Proposal 2: Amendment of the Company’s Certificate of Incorporation to permit stockholders to take action by less than unanimous written consent. The stockholders did not approve the amendment by the following votes: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 3,402,754 352,137 8,240 1,685,944 Proposal 3: Amendment of the Company’s 2024 Plan as described in Item 5.02 above. The stockholders approved the Plan Amendment by the following votes: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 3,344,626 410,655 7,850 1,685,944 Proposal 4: Adjournment of the Special Meeting, if necessary or appropriate, to approve one or more proposals or establish a quorum. The stockholders approved adjournment by the following votes: Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 4,738,465 642,066 68,544 0

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description ──────────────────────────────────────────────────────────────────────────────────────────── 3.1 Certificate of Amendment of Certificate of Incorporation 10.1 Amendment of CaliberCos Inc. 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES