Form 8-K
8-K — Castellum, Inc.
Accession: 0001877939-26-000073
Filed: 2026-08-07
Period: 2026-08-06
CIK: 0001877939
SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — ctm-20260806.htm (Primary)
EX-99.1 (exhibit991aug62026.htm)
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8-K
8-K (Primary)
Filename: ctm-20260806.htm · Sequence: 1
ctm-20260806
0001877939False00018779392026-08-062026-08-06
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
Nevada 001-41526 27-4079982
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1934 Old Gallows Road, Suite 350
Vienna, VA 22182
(Address of principal executive offices, including zip code)
(703) 752-6157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communication 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 240.13(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, par value $0.0001 per share CTM NYSE American LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02 Results of Operations and Financial Condition.
On August 6, 2026, Castellum, Inc. (the “Company”) issued a press release announcing second quarter and first half 2026 financial results. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Title
99.1
Press Release dated August 6, 2026
104 Cover Page Interactive Data File (embedded within 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.
CASTELLUM, INC.
Date: August 7, 2026 By: /s/ Glen R. Ives
Name: Glen R. Ives
Title: Chief Executive Officer (Principal Executive Officer)
EX-99.1
EX-99.1
Filename: exhibit991aug62026.htm · Sequence: 2
Document
EXHIBIT 99.1
Castellum Announces Second Quarter and First Half 2026 Financial Results
First Half 2026 Revenue Increased 10% to $28.2 Million; Expects Full Year 2026 to Be a Record Year in Terms of Revenue
Debt-Free Balance Sheet with $16.9 Million in Cash and a Total Backlog of $271.7 Million
Conference Call Scheduled for Friday, August 7 at 10am ET
VIENNA, Va., August 6, 2026 (GLOBE NEWSWIRE) – Castellum, Inc. (NYSE-American: CTM) (“Castellum,” “CTM,” “we,” or the “Company”), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced its financial results for the three- and six-month periods (“Q2” and “first half”) ended June 30, 2026.
Q2 2026 Financial Highlights
•Revenues of $13.9 million, stable compared to $14.0 million in Q2 2025.
•Gross profit of $4.7 million, or 34% of revenues, as compared to $5.1 million, or 36% of revenues, in Q2 2025.
•Adjusted EBITDA* was $0.03 million, as compared to $0.50 million in Q2 2025.
•Net loss was $(1.1) million (or $(0.01) per basic and diluted share), as compared to a net loss of $(0.3) million (or $0.00 per basic and diluted share) in Q2 2025.
•Cash and cash equivalents as of June 30, 2026 was $16.9 million, as compared to $15.8 million at March 31, 2026 and $14.9 million at December 31, 2025.
•No long-term debt as of June 30, 2026.
First Half 2026 Financial Highlights
•Revenues of $28.2 million, up 10% as compared to $25.7 million in the first half of 2025.
•Gross profit of $9.8 million, up 2% as compared to $9.6 million in the first half of 2025.
•Adjusted EBITDA* was $0.4 million, as compared to $0.6 million in the first half of 2025.
•Net loss was $(1.4) million (or $(0.02) per basic and diluted share), improved from a net loss of $(1.5) million (or $(0.02) per basic and diluted share) in the first half of 2025.
* Q2 2026 Adjusted EBITDA excludes certain non-cash expenses, including stock-based compensation of $0.8 million and depreciation and amortization of $0.3 million, as compared to stock-based compensation of $0.5 million and depreciation and amortization of $0.4 million in Q2 2025. First half 2026 Adjusted EBITDA excludes stock-based compensation of $1.6 million and depreciation and amortization of $0.6 million, as compared to stock-based compensation of $1.7 million and depreciation and amortization of $0.8 million in the first half of 2025. See the reconciliation to non-GAAP Adjusted EBITDA chart below.
Q2 2026 Operational Highlights
•Total backlog was $271.7 million as of June 30, 2026, as compared to $273.3 million at March 31, 2026 and $265.0 million at December 31, 2025.
•Qualified pipeline totaled $953.5 million as of June 30, 2026, as compared to $938.0 million at March 31, 2026.
•Achieved Cybersecurity Maturity Model Certification ("CMMC") Level 2 validating Castellum's advanced cybersecurity posture and eligibility to support DoW programs.
•Secured a directed $4.0 million U.S. Navy ADMACS modernization subcontract expanding Castellum’s portfolio of high‑value, mission‑critical U. S. Navy software modernization work.
•Won a position on the U.S. Navy’s $250.0 million LIIS CMDS Logistics IT MAC, providing a multi‑year pipeline of task order opportunities to modernize naval maintenance and logistics IT systems.
Glen Ives, President and Chief Executive Officer of Castellum, commented, “Revenue for the first six months of 2026 grew 10% year over year to $28.2 million and gross profit increased to $9.8 million, driven by the continued ramp up of the major long-term prime contracts we won in 2025, including the NAVAIR PMA-290 Special Missions program and the NAWCAD Lakehurst MO&I award. This first half growth trajectory, combined with our total backlog of approximately $272 million and a
EXHIBIT 99.1
qualified pipeline that continues to expand, gives us confidence that Castellum is on track to deliver record revenue for the full year 2026. Second quarter revenue was stable as compared to the prior year, reflecting gains from the ramp up of SSI's NAWCAD Lakehurst contract, partially offset by the expected wind down of certain contracts that contributed additional revenue in the second quarter of 2025. This revenue recognition timing factor is common in our industry. Additionally, we ended the quarter with a total backlog of approximately $272 million, which provides multi-year revenue visibility. We currently expect to recognize approximately 16% of this backlog over the next 12 months and approximately 48% over the next 24 months, with the remainder recognized thereafter.”
David Bell, Chief Financial Officer of Castellum, noted, “Our first half results reflect the strength of the underlying business, with revenue up 10% and gross profit up 2% year-over-year. Our second quarter gross margin of 34.0% reflects a higher mix of subcontractor work, which typically carries a lower margin than direct labor, as well as the cost to complete the remaining work on the two firm-fixed-price contracts referenced above. As expected, EBITDA declined from prior periods, reflecting the planned 2026 investments in business development, investor relations, and acquisition activities. The economics of this work are inherently front-loaded. Whether we are pursuing a contract award, developing a product, or acquiring a business, certain costs are recognized well in advance of the revenue it is intended to generate. We are investing in Castellum’s future, which means lower near-term EBITDA in exchange for a stronger multi-year growth profile. Importantly, we funded the business entirely from operating cash flow during the first half, ending the period with a debt-free balance sheet and $16.9 million in cash, an increase of $2.0 million since year end, giving us the flexibility to invest in growth while maintaining a solid financial profile. With our first-half momentum and the investments we have made, we remain on pace for record full-year revenue.”
Discussing the go-forward strategy, Mr. Ives concluded, “Our priorities in Phase 3 of Castellum's evolution remain unchanged, and the first half of 2026 was about putting the resources behind them. Based on the momentum we are seeing in our backlog, pipeline, and contract awards, we expect to deliver record revenue for the full year, and our focus for the second half is translating that growth into durable, higher-margin performance.
–Converting our backlog and pipeline into organic revenue growth. We expanded our business development capacity this year specifically to increase the volume and quality of opportunities we pursue, and that investment is already contributing to the growth we are seeing in the first half, which we expect to continue through the remainder of the year.
–Selectively pursuing M&A opportunities that meet our criteria. Our standards have not changed. We are looking for businesses that bring differentiated capability, contract vehicles or customer access we do not already have, and a valuation that is accretive to shareholders. We would rather pass on a transaction than force one.
We continue to invest in mission-critical technologies and capabilities that expand both our addressable market and our client base. We are doing that work from a position of financial strength, funded internally and without leverage, which is what allows us to invest through the cycle rather than react to it. As we move through the second half of 2026, disciplined execution remains the priority. We believe that discipline, applied consistently, is what positions Castellum for sustainable long-term growth and enhanced shareholder value.”
Conference Call
Castellum will hold a conference call on Friday, August 7, 2026, at 10:00 am Eastern Time to discuss its second quarter 2026 financial results.
By Phone: To access the call, please dial (833) 461-5787 approximately 10 minutes prior to the start of the conference call and use the conference ID 900 517 065.
By Webcast: A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis at https://events.q4inc.com/attendee/900517065.
The archived version of the webcast will be available on the Company’s website shortly after the call at https://investors.castellumus.com in the Investor Relations section under Events and Presentations.
About Castellum, Inc.
Castellum, Inc. (NYSE-American: CTM) is a technology company focused on leveraging the power of information technology to help solve our Nation’s most pressing national security challenges. CTM provides U.S. government and commercial clients with cybersecurity, software development, systems engineering, information / electronic warfare, program support, and data analytics services. It also offers subject matter expertise in artificial intelligence / machine learning, 5G technologies, model-based systems engineering, program management, information assurance, intelligence analysis, and CMMC compliance. In
EXHIBIT 99.1
addition to constantly innovating and enhancing its organic capabilities, Castellum is executing strategic acquisitions of firms that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients. For more information visit: https://castellumus.com.
Forward-Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company’s expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “anticipate,” “shooting to,” “intend,” “in a position,” “looking to,” “pursue,” “positioned,” “will,” “likely,” “would,” or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth, new customer opportunities, improvements to cost structure, and profitability. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to differ (sometimes materially) from the results expressed or implied in the forward-looking statements, including, among others: the Company’s ability to continue to grow and execute on its total backlog and qualified pipeline and compete against new and existing competitors; its ability to effectively integrate and grow its acquired companies; its ability to identify additional acquisition targets and close additional acquisitions; and the Company’s ability to maintain the listing of its common stock on the NYSE American LLC. For a more detailed description of these and other risk factors, please refer to the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) which can be viewed at www.sec.gov. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or the future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. The Company expressly disclaims any intent or obligation to update any of the forward-looking statements made in this release or in any of its SEC filings except as may be otherwise stated by the Company.
Contacts:
Castellum, Inc.
1934 Old Gallows Road, Suite 350
Vienna, VA 22182
Investor Relations:
The Equity Group
Lena Cati (212) 836-9611
lena.cati@theequitygroup.com
Val Ferraro (212) 836-9633
val.ferraro@theequitygroup.com
EXHIBIT 99.1
Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30,
2026 December 31,
2025
(unaudited)
Assets
Current Assets:
Cash $ 16,865,160 $ 14,884,778
Accounts receivable, net 7,146,578 8,180,180
Contract asset — 568,705
Due from buyer 55,916 58,207
Prepaid income taxes 252,896 153,153
Prepaid expenses and other current assets 802,226 800,671
Total current assets 25,122,776 24,645,694
Fixed assets, net 218,112 231,136
Non-Current Assets:
Due from buyer, net of current portion 8,320 77,259
Right of use asset - operating lease 938,005 800,069
Investment in joint ventures/captive insurance entity 100,250 100,250
Intangible assets, net 4,762,510 5,371,602
Goodwill 10,676,834 10,676,834
Total non-current assets 16,704,031 17,257,150
Total Assets $ 41,826,807 $ 41,902,844
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued expenses $ 2,019,079 $ 1,904,962
Accrued payroll and payroll related expenses 2,954,048 2,761,998
Current portion of lease liability – operating leases 351,287 270,868
Derivative liability 10,000 262,000
Notes payable, related party — 400,000
Total current liabilities 5,334,414 5,599,828
Non-Current Liabilities
Lease liability – operating leases, net of current portion 607,621 550,219
Total non-current liabilities 607,621 550,219
Total Liabilities 5,942,035 6,150,047
Stockholders' Equity
Preferred stock, 50,000,000 shares authorized
Series A Preferred stock, par value $0.0001; 10,000,000 shares authorized; 5,875,000 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
588 588
Series C Preferred stock, par value $0.0001; 10,000,000 shares authorized; 570,000 and 570,000 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
57 57
Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,698,939 and 94,612,750 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
9,470 9,461
Additional paid in capital 93,894,384 92,330,909
Accumulated deficit (58,019,727) (56,588,218)
Total stockholders' equity 35,884,772 35,752,797
Total Liabilities and Stockholders' Equity $ 41,826,807 $ 41,902,844
EXHIBIT 99.1
Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues $ 13,864,676 $ 14,024,090 $ 28,156,637 $ 25,688,455
Cost of Revenues 9,145,257 8,963,643 18,374,997 16,073,392
Gross Profit 4,719,419 5,060,447 9,781,640 9,615,063
Operating Expenses
Indirect costs 2,399,115 2,216,730 4,860,255 4,602,274
Overhead 545,009 497,307 1,189,365 1,010,231
General and administrative 2,869,387 2,729,933 5,524,109 5,872,088
Total operating expenses 5,813,511 5,443,970 11,573,729 11,484,593
Loss From Operations Before Other Income (1,094,092) (383,523) (1,792,089) (1,869,530)
Other Income (Expense)
Gain from change in fair value of derivative liability — 16,000 252,000 517,000
Interest income (expense), net 104,444 (30,357) 205,843 (141,121)
Total other income (expense) 104,444 (14,357) 457,843 375,879
Loss Before Income Taxes and Preferred Stock Dividends (989,648) (397,880) (1,334,246) (1,493,651)
Income tax (expense) benefit (36,949) 75,773 (43,625) 1,497
Net Loss (1,026,597) (322,107) (1,377,871) (1,492,154)
Less: preferred stock dividends 26,819 26,820 53,639 53,804
Net Loss To Common Shareholders $ (1,053,416) $ (348,927) $ (1,431,510) $ (1,545,958)
Net Loss Per Share - Basic And Diluted $ (0.01) $ — $ (0.02) $ (0.02)
Weighted Average Shares Outstanding - Basic And Diluted 94,697,992 87,144,174 94,655,606 83,809,130
EXHIBIT 99.1
Non-GAAP Financial Measures and Key Performance Metrics
This press release contains Non-GAAP Adjusted EBITDA, which is a Non-GAAP financial measure that is used by management to measure the Company's operating performance. A reconciliation of this measure to the most directly comparable GAAP financial measure is contained herein. To the extent required, statements disclosing this measure's definition, utility, and purpose are also set forth herein.
Definition:
Adjusted EBITDA is a Non-GAAP measure, calculated as the Company’s earnings before (not including expenses related to) interest, taxes, depreciation, and amortization, also adjusted for other non-cash items such as stock-based compensation, and other non-recurring cash items, such as expenses for a one-time policy change.
Utility and Purpose:
The Company discloses Non-GAAP Adjusted EBITDA because this Non-GAAP measure is used by management to evaluate our business, measure its operating performance, and make strategic decisions. We believe Non-GAAP Adjusted EBITDA is useful for investors and others in understanding and evaluating our operating results in the same manner as its management. However, Non-GAAP Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for GAAP operating loss or any other operating performance measure calculated in accordance with GAAP. Using this Non-GAAP measure to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report a measure titled Non-GAAP Adjusted EBITDA, this measure may be calculated differently from how we calculate this Non-GAAP financial measure, which reduces its overall usefulness as a comparative measure. Because of these inherent limitations, you should consider Non-GAAP Adjusted EBITDA alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.
Reconciliation of Unaudited Non-GAAP Adjusted EBITDA to Operating Loss
Three Months Ended June 30
2026 2025
Revenues $ 13,864,676 $ 14,024,090
Gross profit 4,719,419 5,060,447
Loss from operations before other income (expense) (1,094,092) (383,523)
Add Back:
Depreciation and amortization 324,346 372,026
Adjust for non-cash and one-time charges
Stock based compensation and ESPP 795,538 511,814
Non-GAAP Adjusted EBITDA $ 25,792 $ 500,317
EXHIBIT 99.1
Six Months Ended June 30
2026 2025
Revenues $ 28,156,637 $ 25,688,455
Gross profit 9,781,640 9,615,063
Loss from operations before other income (expense) (1,792,089) (1,869,530)
Add Back:
Depreciation and amortization 649,336 750,213
Adjust for non-cash and one-time charges
Stock based compensation and ESPP 1,563,475 1,691,021
Non-GAAP Adjusted EBITDA $ 420,722 $ 571,704
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- Definition
Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Name:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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