Callan JMB Inc.: terminates agreement to acquire 50% interest

What happened The filing reports that on Aug 26, 2026, Callan Power LLC (the "Buyer"), a wholly-owned subsidiary of Callan JMB Inc., entered into an Asset Purchase and Sale Agreement (the "APA") with The Pfanenstiel Company, LLC (the "Seller") to acquire fifty percent (50%) of the Seller’s right, title and interest in certain oil and gas leases and mineral interests in North Dakota and Montana. On Oct 16, 2026, the Buyer notified the Seller that the Buyer and the Company concluded that the diligence conducted was not sufficient to support a decision to proceed and exercised its right to terminate the APA with immediate force and effect. As a result of the termination, the Company will no longer need to raise additional capital to consummate the acquisition.

Key details

• Agreement entered: Aug 26, 2026; termination notice: Oct 16, 2026.
• Asset: fifty percent (50%) of the Seller’s rights in certain oil and gas leases and mineral interests located in North Dakota and Montana.
• Party names: Callan Power LLC (Buyer, wholly-owned subsidiary of Callan JMB Inc.) and The Pfanenstiel Company, LLC (Seller).
• The parties may continue to evaluate a potential future transaction on different terms, but there is no assurance any transaction will be agreed upon or consummated.

Why it may matter This Form 8-K reports Item 1.01 (entry into a material definitive agreement) and discloses both the original APA and its termination. The filing also includes customary forward-looking statements and related disclaimers. This filing does not show why the insider traded or why the company acted.