Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Financial Officer and Treasurer

Effective as of December 1, 2025, the Callan JMB Inc., a Nevada corporation (the "Company") appointed Christopher Shields, the Company's Senior Vice President (Governmental Affairs), to serve as Interim Chief Financial Officer until a permanent Chief Financial Officer is appointed. Mr. Shields, age 57, has served as the Company's Senior Vice President (Governmental Affairs), since April 15, 2025, pursuant to the employment agreement, dated March 15, 2025 (the "Employment Agreement"). Prior to joining the Company, Mr. Shields served as Assistant Commissioner (Bureau of Preparedness and Response) with Chicago Department of Public Health, City of Chicago, from February 2011 to March 2025, where he led City of Chicago's efforts to prepare for and respond to the health consequences of disasters including severe weather, special events, infectious diseases, chemical/biological/radiological releases. Additionally, Mr. Shields has more than three decades of experience managing operations and logistics components of various stages and branches of public health emergency preparedness and response, among others. Mr. Shields received a B.S., in Community Health Administration in 1990 from Northern Illinois University, DeKalb, Illinois, and also completed the Critical Infrastructure Protection Certificate Program at the Texas A&M Engineering Extension Service (TEEX) between 2016 to 2017. Mr. Shields currently Shields serves on Northern Illinois University's College of Health and Human Sciences Advisory Board.

The Company has not yet determined any changes to Mr. Shields's compensation as a result of his appointment as Interim Chief Financial Officer, and Mr. Shields shall continue to perform his services as disclosed in the Employment Agreement in addition to the current services, at an annual base salary of (i) $230,000 for the period from January 1, 2026, through December 31, 2026 and (ii) $260,000 for the period from January 1, 2027 through December 31, 2027 (the "Base Salary"). During the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee of the Board of Directors of the Company (the "Board") and/or the Board each year, and the Board may, from time to time, increase such Base Salary. The Company also affords Mr. Shields the opportunity to earn an incentive bonus equal to thirty percent (30%) of the Base Salary for such fiscal year, payable to the extent the applicable performance goals are achieved (which goals and payment matrices set by the Compensation Committee of the Board in its discretion). Also, Mr. Shields received 100,000 options to purchase the Company's common stock. Such options vest quarterly over a 24- month period starting 3 months from the effective date of the Employment Agreement. If any changes are to be made to Mr. Shields' compensation as described herein, the Company will file an amendment to this Form 8-K containing such information within four business days after the information is determined or becomes available.

There are no arrangements or understandings between Mr. Shields and any other persons pursuant to which Mr. Shields was elected to serve as Interim Chief Financial Officer. There are no family relationships between Mr. Shields and any director or executive officer of the Company, and there are no transactions between Mr. Shields and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.