UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2025
Callan JMB Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42506 | 99-0931141 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 244 Flightline Drive | ||
| Spring Branch, Texas | 78070 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (830) 438-0395
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | CJMB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Amendment of Insider Trading Policy
On December 8, 2025, the board of directors of Callan JMB Inc., a Nevada corporation (the “Company”) adopted an amended and restated policy on insider trading (the “Amended and Restated Insider Trading Policy”). The Amended and Restated Insider Trading Policy was updated in order to adjust the blackout period from “20th day of the second calendar month of each fiscal quarter” to “20th day of the third calendar month of each fiscal quarter” through the close of business on the first full trading day after the Company’s financial results for such quarter are subject to Public Disclosure.
The foregoing description of the Amended and Restated Insider Trading Policy is not intended to be complete and is qualified in its entirety by reference to the Amended and Restated Insider Trading Policy as Exhibit 19.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 19.1 | Amended and Restated Insider Trading Policy | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 8, 2025 | Callan JMB Inc. | |
| By: | /s/ Wayne Williams | |
| Name: | Wayne Williams | |
| Title: | Chief Executive Officer | |