CALLAN JMB INC. 8-K

What Happened

• Callan JMB Inc. announced that Eric Kash resigned as Executive Vice President and as a member of the Board of Directors, effective June 5, 2026. His resignation was reported as not resulting from any disagreement with the Company.
• The Company and Mr. Kash entered into a Settlement, Waiver and Release Agreement dated June 5, 2026, which terminates his Employment Agreement (originally dated October 1, 2024, as amended October 24, 2024) and includes mutual releases, confidentiality, non-disparagement and cooperation provisions.
• The Settlement preserves Mr. Kash’s equity: he currently holds 187,500 vested stock options, which will remain outstanding and exercisable under their original 10-year terms (they will not be subjected to a shortened post-termination exercise window).

Key Details

• Severance: $125,000 total, payable in three equal monthly installments of $41,666.67 each (less withholding); first installment payable after the applicable revocation period.
• Accrued pay: Company will pay all accrued and unused vacation through the separation date (less withholding).
• Equity: 187,500 vested options remain exercisable until the original 10-year expiration in the applicable award agreements.
• Effective date of resignation and Settlement Agreement: June 5, 2026.

Why It Matters

• Leadership change: An Executive VP and board member has left, which is a governance and management change investors should note; the company disclosed the departure was not due to a disagreement with management.
• Financial impact: The agreed cash cost is limited and defined ($125,000 plus accrued vacation), so immediate cash impact is likely modest.
• Equity and dilution: Preserving the full exercise period for 187,500 vested options means those options remain available to be exercised under their original terms rather than being accelerated or forfeited.
• Legal/closure: The mutual releases and settlement provisions reduce the likelihood of future claims related to Mr. Kash’s departure.

Note: The filing includes standard forward-looking statement language; this 8-K was filed on June 11, 2026 (resignation effective June 5, 2026).