Director — Mark Meller: A director resigned in connection with a pending asset purchase agreement, with a successor to be nominated by the seller, indicating an orderly governance change rather than a sudden loss of executive leadership.

Entry into a Material Definitive Agreement. On August 26, 2026, Callan Power LLC, a Nevada limited liability company (“ Buyer ”) and a subsidiary of Callan JMB Inc. (the “ Company ”), entered into an Asset Purchase and Sale Agreement (the “ APA ”) with The Pfanenstiel Company, LLC, an Oklahoma limited liability company (“ Seller ”), pursuant to which Buyer agreed to acquire fifty percent (50%) of Seller’s right, title and interest in certain oil and gas leases and wells located in North Dakot…

Forward-Looking Statements This Report and the exhibit(s) attached hereto, including the disclosures set forth herein, contain certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Report or hereafter, including in othe…

Entry into a Material Definitive Agreement. On August 19, 2026, Callan JMB Inc., a Nevada corporation (the “ Company ”), together with its wholly owned subsidiary Callan Power LLC, a Nevada limited liability company (“ Buyer ”), entered into an Asset Purchase and Sale Agreement (the “ APA ”) with Reger Oil, Inc., a Nevada corporation (“ Seller ”), pursuant to which Buyer agreed to acquire all of Seller’s right, title and interest in and to certain leases and other oil and gas assets in the Wi…

Entry into a Material Definitive Agreement. On August 18, 2026, Callan JMB Inc., a Nevada corporation (the “ Company ”), entered into a First Amended and Restated Purchase Agreement (the “ Amended Purchase Agreement ”) with a certain investor (the “ Investor ”), which amends and restates that certain Purchase Agreement dated July 24, 2025, as amended by that certain Amendment to Purchase Agreement entered into as of March 10, 2026 (together, the “ Original Purchase Agreement ”). Under the Ame…

Forward-Looking Statements This Report and the exhibit(s) attached hereto, including the disclosures set forth herein, contain certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Report or hereafter, including in othe…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 29, 2026, Callan JMB Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer satisfies the requirement to maintain a minimum bid price of $1.…

Executive Vice President, Director — Eric Kash: Eric Kash resigned from his positions as Executive Vice President and Director of the Company.

Entry into a Material Definitive Agreement. On May 26, 2026, Callan JMB Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Alexander Capital, L.P. (“Alexander Capital”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Alexander Capital shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $5,000,000. Sales of the Common…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On April 7, 2026 Callan JMB Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital M…

Results of Operations and Financial Condition. On March 31, 2026, Callan JMB Inc., a Nevada corporation (the “ Company ”) announced its financial results for the year ended December 31, 2025. The full text of the press release (the “ Press Release ”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall not be…

Entry into a Material Definitive Agreement. As previously disclosed, Callan JMB Inc., a Nevada corporation (the “Company”) entered into a Common Stock Purchase Agreement, dated as of July 24, 2025 (the “Purchase Agreement”), with Hexstone Capital, LLC (the “Investor”), pursuant to which the Company, from time to time and at its discretion, may sell shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Investor, subject to certain limitations and conditions set fo…

Interim Chief Financial Officer — Christopher Shields: Christopher Shields was appointed as Interim Chief Financial Officer.

Results of Operations and Financial Condition. On November 14, 2025, Callan JMB Inc., a Nevada corporation (the “ Company ”) announced its financial results for the third quarter ended September 30, 2025. The full text of the press release (the “ Press Release ”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and…

Results of Operations and Financial Condition. On August 14, 2025, Callan JMB Inc., a Nevada corporation (the “ Company ”) announced its financial results for the second quarter ended June 30, 2025. The full text of the press release (the “ Press Release ”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall…

Entry into a Material Definitive Agreement. On July 24, 2025, Callan JMB Inc., a Nevada corporation (the “ Company ”) entered into a Purchase Agreement (the “ Purchase Agreement ”) with a certain investor (the “ Investor ”), whereby the Company has the right, but not the obligation, to sell to the Investor, up to an aggregate of $25 million (the “ Investment Amount ”) of shares (the “ ELOC Shares ”) of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), subject to the t…

Forward-Looking Statements This Report and the exhibit(s) attached hereto, including the disclosures set forth herein, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Report or hereafter, including in oth…

Chief Financial Officer — Jeffrey A. Appleman: Mr. Appleman was terminated 'for cause'.

Results of Operations and Financial Condition. On May 15, 2025, Callan JMB Inc., a Nevada corporation (the “ Company ”) announced its financial results for the first quarter ended March 31, 2025. The full text of the press release (the “ Press Release ”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Press Release shall be considered “furnished” pursuant to this Current Report on Form 8-K and shall no…

of this Current Report on Form 8-K. The Company’s press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. On February 7, 2025, the Company issued a press release announcing the closing of the Partial Over-Allotment, described in

Director — Liberty Duke, Mark Meller, Gerald Dial: The company appointed three new independent directors to its board and assigned them committee roles.