Exhibit 3.1

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CALIBERCOS INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 2026, AT 8:07 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CALIBERCOS INC.

CALIBERCOS INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and acting pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), and Section 4.03 of the Corporation’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), does hereby certify as follows for the purpose of amending and restating certain provisions of the Corporation’s Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”), filed on November 26, 2024 with the Delaware Secretary of State, to adjust certain terms of the Corporation’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”):

1. The name of the Corporation is CaliberCos Inc., a Delaware corporation.

2. Section 1(vi) “Conversion Amount” of the Series A Certificate of Designation is hereby amended to mean, with respect to each Preferred Share, as of the applicable date of determination, thirty-three and one-third percent (33.3%) of the Stated Value.

3. Section l(xii) “First Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred Shares held by the original holder of such Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

4. Section l(xiii), Section l(xiv), Section l(xv), and Section l(xix) are hereby removed.

5. Section l(xvi) “Initial Conversion Price” of the Series A Certificate of Designation is hereby amended to mean, on a per share basis, as of any Conversion Date (as defined below) or other date of determination, an amount equal to $2.50, subject to adjustment as provided herein.

6. Section l(xxv) “Second Tranche Conversion Price” of the Series A Certificate of Designation is hereby amended to mean the product of the Initial Conversion Price multiplied by 1.4.

7. Section l(xxvii) “Second Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

8. Section l(xxx) “Third Tranche Conversion Price” of the Series A Certificate of Designation is hereby amended to mean the product of the Initial Conversion Price multiplied by 1.8.

9. Section l(xxxii) “Third Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred Shares held by the original holder of such Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

10. Section 3 of the Series A Certificate of Designation is hereby amended and restated as follows:

iii. Notices.

11. Section 7 of the Series A Certificate of Designation is hereby amended and restated as follows:

“Preferred Rank; Participation. All Preferred Shares rank senior to the Series B Convertible Preferred Stock and Common Stock in respect to the preferences provided for herein as to distributions and payments upon the liquidation, dissolution and winding up of the Company. The rights of the shares of the Series B Convertible Preferred Stock Common Stock shall be subject to the preferences and relative rights of the Preferred Shares as provided for herein. So long as any of the Preferred Shares remain outstanding, without the prior consent of the holders of a majority of the Preferred Shares, except for the Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock of the Company, which shall rank pari passu with the Preferred Shares, the Company shall not authorize or issue additional or other capital stock that is of rank senior to or pari passu with the Preferred Shares in respect of the preferences as to dividends or distributions or payments upon the liquidation, dissolution or winding up of the Company.”

12. This Certificate of Amendment was duly adopted by the board of directors of the Corporation by unanimous written consent and by the written consent of the holders of the outstanding shares of the Corporation’s Series A Preferred Stock (the class of shares entitled to vote thereon) in accordance with the provisions of Sections 242 and 228 of the DGCL.

[Signature page follows.]

IN WITNESS WHEREOF, CaliberCos Inc. has caused this Certificate of Amendment to the Series A Certificate of Designation to be executed by the undersigned as of this 8^th day of April, 2026.