NOTE 12 - SHARE BASED COMPENSATION

Overview

The Company grants share-based compensation awards to the Company’s employees as provided by the 2024 Equity Incentive Plan (“2024 Plan”), which was approved by the Company’s stockholders on October 24, 2024. The 2024 Plan provides that grants may be in any of the following forms: incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. The 2024 Plan will be administered and interpreted by the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine the individuals to whom grants will be made under the 2024 Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2024 Plan) and deal with any other matters arising under the 2024 Plan. All the employees of the Company and its subsidiaries are eligible for grants under the 2024 Plan. Non-employee directors and consultants of the Company are also eligible to receive grants under the 2024 Plan.

The Company has reserved 2,000,000 shares of common stock for the granting of such awards. During the year ended December 31, 2025, the Company recognized share-based compensation expense of $1,559,756 which is recorded in selling, general and administrative expenses on the consolidated statement of operations.

Stock Options

A summary of nonstatutory stock option activity during the year ended December 31, 2025 is included below.

SUMMARY OF STOCK OPTIONS ACTIVITY 

The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following assumptions:

SUMMARY OF FAIR VALUE OF OPTIONS 

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the stock options. The expected life for the stock options granted was calculated using the midpoint assumption equal to the time from the grant date to the midpoint of the weighted average vesting date and the expiration date. The Company does not currently pay dividends on its common stock nor does it expect to in the foreseeable future

The weighted average grant date fair value of options granted was $2.27 per share. As of December 31, 2025, there was $1,455,354 of unrecognized expense for unvested stock options that is expected to be recognized over a weighted average period of 1 year. During the year ended December 31, 2025, the Company recognized share-based compensation expense of $1,246,056 respectively, which is recorded in selling, general and administrative expenses on the consolidated statement of operations.

Performance-Based Awards

During the year ended December 31, 2025, the Company granted 225,000 performance-based stock awards to its Chief Executive Officer. The grant date fair value was $4.00 per share. The vesting is subject to the Company meeting certain business and financial goals by October 15, 2026. As of December 31, 2025, none of the performance-based awards were probable of vesting and thus no expense was recognized during the year ended December 31, 2025.

Market-Based Awards

During year ended December 31, 2025, the Company granted 250,000 market-based stock awards to its Chief Executive Officer. The weighted average grant date fair value was $0.04 per share, which was calculated using a Monte Carlo simulation model. The vesting is subject to the Company meeting certain market-based targets by October 15, 2026. The Company recognized $5,450 of expense related to these market-based awards for the year ended December 31, 2025.

The fair value of each market-based awards granted was estimated on the date of grant using a Monte Carlo pricing model with the following assumptions:

SUMMARY OF FAIR VALUE OF EACH MARKET BASED AWARDS GRANTED

The risk-free interest rate was based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the market-based awards. Expected volatility was derived using the Company’s peer volatility calculated from its peer companies’ volatilities over the time period commensurate with the expected life of the market-based awards. The expected life for the market-based awards granted was calculated using the midpoint assumption equal to the time from the grant date to the midpoint of the weighted average vesting date and the expiration date. The Company does not currently pay dividends on its common stock nor does it expect to in the foreseeable future.

 SUMMARY OF RESTRICTED STOCK AWARDS

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC) 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Restricted Stock Units

During the year ended December 31, 2025, the Company granted 75,000 restricted stock units (“RSUs”) to its Board of Directors. The RSUs were awarded at a price equal to the market price of the Company’s underlying common stock on the date of grant. One-fourth of the RSUs vests each calendar quarter of 2025. During the year ended December 31, 2025, the Company recognized share-based compensation expense of $308,250 respectively, which is recorded in selling, general and administrative expenses on the consolidated statement of operations. A total of 75,000 RSUs have fully vested as of December 31, 2025, resulting in the issuance of 75,000 shares of common stock.

SCHEDULE OF RESTRICTED STOCK UNITS ARE EXPECTED TO VEST 

There were no RSUs as of December 31, 2024.

Stock Warrants

The grant date fair value of the Company’s stock warrants was $2.00, which was calculated using the Black-Scholes Merton option-pricing model with the following assumptions:

SUMMARY OF FAIR VALUE OF STOCK WARRANTS 

During the year ended December 31, 2025, the Company fully recognized the fair value expense of $144,358, which is included with other costs related to the Company’s issuance of common stock and presented as an offset to Additional Paid in Capital in the Consolidated Balance Sheet for these equity-classified stock warrants.