Form 8-K

8-K — Castellum, Inc.

Accession: 0001877939-26-000036

Filed: 2026-05-13

Period: 2026-05-08

CIK: 0001877939

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ctm-20260508.htm (Primary)

EX-99.1 (exhibit991may82026.htm)

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8-K

8-K (Primary)

Filename: ctm-20260508.htm · Sequence: 1

ctm-20260508

0001877939False00018779392026-05-082026-05-08

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): May 8, 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 May 8, 2026, Castellum, Inc. (the “Company”) issued a press release announcing certain financial results for the three months ended March 31, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Results of Operations and Financial Condition.

On May 13, 2026, the Company posted an investor presentation to its website at https://castellumus.com (the “Investor Presentation”). A copy of the Investor Presentation is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Investor Presentation speaks only as of the date of this current report on Form 8-K. The Company undertakes no duty or obligation to publicly update or revise the information included in the Investor Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or other public disclosure. In addition, the exhibits furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in Item 2.02 and this Item 7.01, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Title

99.1

Press Release dated May 8, 2026

99.2

Investor Presentation dated May 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: May 13, 2026 By: /s/ Glen R. Ives

Name: Glen R. Ives

Title: Chief Executive Officer (Principal Executive Officer)

EX-99.1

Filename: exhibit991may82026.htm · Sequence: 2

Document

EXHIBIT 99.1

Castellum Announces First Quarter 2026 Financial Results

Revenue Increase of 23% Driven by Ramp Up of Long-Term Contracts Won in 2025; Enters Second Quarter with a Record Backlog of $273.3 Million

VIENNA, Va., May 8, 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-month period (“Q1”) ended March 31, 2026.

Q1 2026 Financial Highlights

•Revenues of $14.3 million, up 23% as compared to $11.7 million in Q1 2025.

•Gross profit of $5.1 million, up 11% as compared to $4.6 million in Q1 2025.

•Adjusted EBITDA* was $0.4 million, compared to $0.08 million in Q1 2025.

•Net loss was $0.4 million (or $0.00 per basic and diluted share), improved from a net loss of $1.2 million (or $0.01 per basic and diluted share) in Q1 2025.

•Cash and cash equivalents as of March 31, 2026 was $15.8 million, as compared to $14.9 million at December 31, 2025.

•No long-term debt; the remaining long-term obligations were paid off during the quarter.

* Q1 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 $1.2 million and depreciation and amortization of $0.4 million in Q1 2025. See the reconciliation to non-GAAP Adjusted EBITDA chart below.

Q1 2026 Operational Highlights

•Total backlog reached a record $273.3 million as of March 31, 2026, up from $265 million at December 31, 2025.

•Qualified pipeline totaled $938 million as of March 31, 2026, up from $817 million at December 31, 2025, reflecting a substantial increase in identified opportunities.

Glen Ives, President and Chief Executive Officer of Castellum, commented, “Our strong Q1 2026 results reflect the momentum we built throughout a standout 2025, when we secured over $219 million in contracts across three major, long‑term prime wins and deepened our relationships with the U.S. Navy and other key federal customers. The 23% revenue increase for Q1 2026 was driven by production ramp‑up of these new contract wins. We ended the quarter with a record backlog of approximately $273 million, which provides us with multi‑year revenue visibility. We currently expect to recognize approximately 16% of this backlog over the next 12 months and approximately 49% over the next 24 months, with the remainder recognized thereafter. Similarly, the pipeline of qualified opportunities continues to increase, and we had $938 million in identified opportunities at quarter-end, which is a testament of the strength of our strategy and the competitiveness of our offerings for complex, mission‑critical programs in cybersecurity, electronic warfare, and advanced engineering.”

EXHIBIT 99.1

David Bell, Chief Financial Officer of Castellum, noted, “Q1 2026 was our best first quarter ever and second best of any quarter on record in terms of revenue and delivered a significantly improved bottom line. Strong year-over-year revenue growth, combined with our ongoing efforts to improve production efficiencies, resulted in increased gross profit for the quarter, while our gross margin of 35.4% was somewhat affected by changes in contract mix and type. During the quarter, we also completed the payoff of our remaining long-term debt, which lowered our interest expense substantially. We ended the period with a debt‑free balance sheet and $15.8 million in cash, which give us the flexibility to invest in growth initiatives while maintaining a solid financial profile.”

Discussing the go-forward strategy, Mr. Ives concluded, “We have entered Phase 3 of Castellum’s evolution, and our priorities are clear. We are focused on building on our strong organic growth momentum, fully leveraging our new CMMC Level 2 C3PAO certification as a key competitive differentiator in the DoD market, federal cyber and mission‑critical programs, and selectively exploring compelling M&A opportunities that meet our criteria. In parallel, we will continue investing in mission-critical technologies and capabilities which will enable us to further expand our markets, client base, and capture emerging growth opportunities. As we progress through 2026, we remain focused on disciplined execution to position Castellum for sustainable, long-term growth and enhanced shareholder value.”

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 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 2lE 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

EXHIBIT 99.1

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

lcati@theequitygroup.com

Val Ferraro

(212) 836-9633

vferraro@theequitygroup.com

EXHIBIT 99.1

Castellum, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31, 2026 December 31, 2025

(unaudited)

Assets

Current Assets:

Cash

$ 15,772,974 $ 14,884,778

Accounts receivable, net

7,714,969

8,180,180

Contract asset

541,441

568,705

Due from buyer

57,049

58,207

Prepaid income taxes

146,245

153,153

Prepaid expenses and other current assets

764,894

800,671

Total current assets

24,997,572

24,645,694

Fixed assets, net

220,419

231,136

Non-Current Assets:

Due from buyer, net of current portion

44,371

77,259

Right of use asset - operating lease

718,137

800,069

Investment in joint ventures/captive insurance entity

100,250

Intangible assets, net

5,067,056

5,371,602

Goodwill

10,676,834

Total non-current assets

16,827,067

17,257,150

Total Assets

$ 41,824,639 $ 41,902,844

Liabilities and Stockholders' Equity

Liabilities

Current Liabilities

Accounts payable and accrued expenses

$ 1,981,584 $ 1,904,962

Accrued payroll and payroll related expenses

2,952,153

2,761,998

Current portion of lease liability – operating leases

251,073

270,868

Derivative liability

10,000

262,000

Notes payable, related party

—

400,000

Total current liabilities

5,194,810

5,599,828

Non-Current Liabilities

Lease liability – operating leases, net of current portion

487,188

550,219

Total non-current liabilities

487,188

550,219

Total Liabilities

$ 5,681,998 $ 6,150,047

EXHIBIT 99.1

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 March 31, 2026 and December 31, 2025, respectively

588

Series C Preferred stock, par value $0.0001; 10,000,000 shares authorized; 570,000 and 570,000 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,612,750 and 94,612,750 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

9,461

Additional paid in capital

93,098,846

92,330,909

Accumulated deficit

(56,966,311)

(56,588,218)

Total stockholders' equity

36,142,641

35,752,797

Total Liabilities and Stockholders' Equity

$ 41,824,639 $ 41,902,844

Castellum, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31

2026

2025

Revenues

$ 14,291,961 $ 11,664,365

Cost of Revenues

9,229,741

7,109,749

Gross Profit

5,062,220

4,554,616

Operating Expenses

Indirect costs

2,461,140

2,385,544

Overhead

644,356

512,924

General and administrative

2,654,722

3,142,155

Total operating expenses

5,760,218

6,040,623

Loss From Operations Before Other Income

(697,998)

(1,486,007)

Other Income (Expense)

Gain from change in fair value of derivative liability

252,000

501,000

Interest income (expense), net

101,400

(110,764)

Total other income

353,400

390,236

Loss Before Income Taxes and Preferred Stock Dividends

(344,598)

(1,095,771)

Income tax benefit (expense)

(6,676)

(74,276)

Net Loss

(351,274)

(1,170,047)

Less: preferred stock dividends

26,819

26,984

Net Loss To Common Shareholders

$ (378,093

$ (1,197,031)

EXHIBIT 99.1

Net Loss Per Share - Basic And Diluted

$ 0.00 $ (0.01)

Weighted Average Shares Outstanding - Basic And Diluted

94,612,750

80,953,373

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 Income/ (Loss)

Three Months Ended March 31

2026

2025

Revenues

$ 14,291,961

$ 11,664,365

Gross profit

5,062,221

4,554,616

Loss from operations before other income (expense)

(697,998)

(1,482,366)

Add Back:

Depreciation and amortization

324,991

378,187

Adjust for non-cash and one-time charges

Stock based compensation

767,937

1,179,209

Non-recurring charges

Total non-cash charges

767,937

1,179,209

Non-GAAP Adjusted EBITDA

$ 394,930

$ 75,030

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May 08, 2026

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration