Castellum, Inc 8-K, filed Nov 6, 2026
Castellum, Inc. (CTM)
8-K
2026-11-06
For: 2026-11-05
View Original
Added on
November 06, 2026
About this 8-K
Castellum, Inc filed this 8-K on November 6, 2026, reporting on events of November 5, 2026.
Castellum reported Q3 2026 revenue of $14.7 million and 9M revenue of $42.9 million. The qualified opportunity pipeline grew to approximately $1.66 billion from $953.5 million, while total scheduled backlog was $254.5 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): November 5, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(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 | ||||||||||||
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 November 5, 2026, Castellum, Inc. (the “Company”) issued a press release announcing third quarter and nine month 2026 financial results. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be 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 | |||||
| 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: November 6, 2026 | By: | /s/ Glen R. Ives | |||||||||||||||
| Name: | Glen R. Ives | ||||||||||||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||||||||||||||||
EXHIBIT 99.1
Castellum Announces Third Quarter 2026 Financial Results
Ended the Quarter with a Debt-Free Balance Sheet and $24.5 Million of Cash and Accounts Receivable
Reported Total Backlog of $254.5 Million and Opportunity Pipeline of $1.66 billion
Expect Record Revenue for Full Year 2026
Conference Call Scheduled for Friday, November 6 at 10am ET
VIENNA, Va., November 5, 2026 (GLOBE NEWSWIRE) – Castellum, Inc. (NYSE-American: CTM) (“Castellum,” “CTM,” “we,” or the “Company”), a defense tech services and solutions provider focused on the federal government, today announced its financial results for the three- and nine-month periods (“Q3” and “9M”) ended September 30, 2026.
Q3 2026 Financial Highlights
•Revenues of $14.7 million, as compared to $14.6 million in Q3 2025 and $13.9 million in Q2 2026.
•Gross profit of $5.3 million, or 36% of revenues, as compared to $5.5 million, or 38% of revenues, in Q3 2025 and $4.7 million, or 34% of revenues, in Q2 2026.
•Adjusted EBITDA* of approximately $0.6 million, as compared to $1.1 million in Q3 2025 and $0.03 million in Q2 2026.
•Net loss of $(0.5) million (or $(0.01) per basic and diluted share), as compared to net income of $0.4 million or $0.00 per basic and diluted share in Q3 2025 and a net loss of $(1.1) million (or $(0.01) per basic and diluted share) in Q2 2026.
•Cash and accounts receivable at September 30, 2026 totaled $24.5 million, as compared to $24.0 million at June 30, 2026 and $23.1 million at December 31, 2025.
•No long-term debt as of September 30, 2026.
9M 2026 Financial Highlights
•Revenues of $42.9 million, as compared to $40.3 million in 9M 2025.
•Gross profit of $15.1 million, as compared to $15.1 million in 9M 2025.
•Adjusted EBITDA* of $1.0 million, as compared to $1.8 million in 9M 2025.
EXHIBIT 99.1
•Net loss was $(1.9) million (or $(0.02) per basic and diluted share), as compared to a net loss of $(1.2) million (or $(0.01) per basic and diluted share) in 9M 2025.
*Q3 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 $0.3 million and depreciation and amortization of $0.4 million in Q3 2025. 9M 2026 Adjusted EBITDA excludes stock-based compensation of $2.4 million and depreciation and amortization of $1.0 million, as compared to stock-based compensation of $2.1 million and depreciation and amortization of $1.1 million in 9M 2025. See the reconciliation to non-GAAP Adjusted EBITDA chart below.
Q3 2026 Operational Highlights
•Total scheduled backlog of $254.5 million at September 30, 2026, consisted of $18.2 million funded and $236.3 million unfunded, compared to a total backlog of $271.7 million at June 30, 2026.
•Qualified opportunity pipeline at September 30, 2026, increased to approximately $1.662 billion, as compared to $953.5 million at June 30, 2026.
•In August 2026, CTM was awarded a $32.8 million NAVAIR contract modification to its subsidiary Global Technology and Management Resources, Inc., under the PMA-290 Special Missions contract, increasing the total value of this contract to $136.2 million.
Executive Commentary
Glen Ives, President and Chief Executive Officer of Castellum, commented, “While third quarter revenue increased slightly year over year, revenue for the first nine months of 2026 grew 6%, reflecting continued execution on the major long-term prime contracts we secured in 2025. While the timing of contract awards, program ramp-ups and revenue recognition can cause quarterly fluctuations, we believe our year-to-date performance and expanding business opportunities provide a clearer measure of our overall trajectory.”
“We ended the third quarter with a total scheduled backlog of $254.5 million and expect to recognize approximately 25% and 51% of the remaining performance obligations within the next 12 and 24 months, respectively. During the quarter, we also refined our backlog reporting by including priced contract options, previously reported separately, within unfunded backlog. This change provides a clearer view of our contracted business and aligns our reporting with industry standards.”
“Our qualified opportunity pipeline grew to approximately $1.66 billion, up from $953.5 million at the end of the second quarter, expanding the range of potential contracts we are pursuing. Together, our backlog and pipeline provide a foundation for future revenue and opportunities for additional growth as we work to convert qualified opportunities into contract awards.”
David Bell, Chief Financial Officer of Castellum, noted, “Revenue for the first nine months of 2026 increased to $42.9 million from $40.3 million a year ago, while gross profit remained relatively flat at $15.1 million. A higher mix of subcontractor work, which typically carries lower margins than direct labor, limited gross profit growth. Adjusted EBITDA declined to approximately $1.0 million from $1.8 million in the prior-year period, but this was anticipated. As part of our 2026 growth strategy, we have deliberately increased spending in areas we believe will drive future growth, particularly business
EXHIBIT 99.1
development and M&A activities. The near-term impact on Adjusted EBITDA is consistent with what we expected when we began implementing this strategy.”
“As previously discussed, this year we built out our business development team to pursue contract opportunities, while also committing our resources to identify and evaluate potential acquisitions. These initiatives require significant spending today, well before the associated revenue and earnings opportunities can be realized. While we have the financial capacity to invest more aggressively, we are taking a purposely measured approach, balancing our growth objectives with careful expense management and preserving the flexibility to act when the right opportunities arise. We believe these investments are important stepping-stones and create the foundation needed to scale our business.”
“It’s also important to look at our GAAP net loss in the context of the non-cash expenses included in our results. Despite the reported net loss, we remain Adjusted EBITDA positive and generated $1.1 million in operating cash flow through the first nine months of 2026, compared with $1.3 million used in the prior-year period. In addition, our combined cash and accounts receivable balance has increased by an average of $0.5 million per quarter this year, even as we continued to invest in business development and M&A. We ended the period with $15.7 million in cash, $24.5 million in cash and accounts receivable combined, and no outstanding debt, a strong financial position which provides us with the means to execute our organic and inorganic growth strategies.”
Further discussing the go-forward strategy, Mr. Ives added, “We remain focused on delivering record annual revenue in 2026 and continuing to grow our existing business through new contract awards, expansion of current programs and improved execution. Our investments in business development are strengthening our ability to compete for larger opportunities as reflected in our substantial pipeline of potential new business.”
“However, we believe acquisitions offer the greatest opportunity to take Castellum to the next level. M&A has always been a major priority of our strategy, and we've invested additional time and resources this year to expand our search and pursue the right opportunities. We're actively evaluating businesses that compliment what we do, add new capabilities and customer relationships, and can contribute meaningful revenue and earnings. We also recognize that finding the right, strategic business is only part of the equation. Cultural fit, financial discipline and a clear path to successful integration are all key considerations as we evaluate potential acquisitions. Our strong balance sheet allows us to pursue this strategy from a position of financial flexibility, but we intend to be selective in how we deploy our resources.”
“In summary, we believe disciplined acquisitions offer the strongest path to building scale and profitability. We remain focused on expanding our existing contracts while completing acquisitions that complement our capabilities and provide additional avenues for growth. Both are important to our strategy, but we see M&A as our principal opportunity to accelerate long-term growth and create shareholder value, especially in the coming 6 to 12 months.”
Conference Call
Castellum will hold a conference call on Friday, November 6, 2026, at 10:00 am Eastern Time to discuss its third quarter 2026 financial results.
EXHIBIT 99.1
By Phone: To access the call, please dial (646) 307-1963 approximately 10 minutes prior to the start of the conference call and use the conference ID 8119596.
By Webcast: A live audio webcast of the conference call can be accessed via the Internet, on a listen-only basis at https://edge.media-server.com/mmc/p/crvfdomt.
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 defense tech services and solutions provider 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 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
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
lena.cati@theequitygroup.com
Val Ferraro (212) 836-9633
val.ferraro@theequitygroup.com
EXHIBIT 99.1
Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash | $ | 15,689,091 | $ | 14,884,778 | |||||||
| Accounts receivable, net | 8,844,455 | 8,180,180 | |||||||||
| Contract asset | — | 568,705 | |||||||||
| Due from buyer | 31,193 | 58,207 | |||||||||
| Prepaid income taxes | 301,370 | 153,153 | |||||||||
| Prepaid expenses and other current assets | 916,491 | 800,671 | |||||||||
| Total current assets | 25,782,600 | 24,645,694 | |||||||||
| Fixed assets, net | 199,255 | 231,136 | |||||||||
| Non-Current Assets: | |||||||||||
| Due from buyer, net of current portion | — | 77,259 | |||||||||
| Right of use asset - operating lease | 856,255 | 800,069 | |||||||||
| Investment in joint ventures/captive insurance entity | 100,250 | 100,250 | |||||||||
| Intangible assets, net | 4,457,964 | 5,371,602 | |||||||||
| Goodwill | 10,676,834 | 10,676,834 | |||||||||
| Total non-current assets | 16,290,558 | 17,257,150 | |||||||||
| Total Assets | $ | 42,073,158 | $ | 41,902,844 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Liabilities | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable and accrued expenses | $ | 1,967,558 | $ | 1,904,962 | |||||||
| Accrued payroll and payroll related expenses | 2,882,136 | 2,761,998 | |||||||||
| Current portion of lease liability – operating leases | 360,963 | 270,868 | |||||||||
| Derivative liability | 10,000 | 262,000 | |||||||||
| Notes payable, related party | — | 400,000 | |||||||||
| Total current liabilities | 5,220,657 | 5,599,828 | |||||||||
| Non-Current Liabilities | |||||||||||
| Lease liability – operating leases, net of current portion | 516,967 | 550,219 | |||||||||
| Total non-current liabilities | 516,967 | 550,219 | |||||||||
| Total Liabilities | $ | 5,737,624 | $ | 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 September 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 September 30, 2026 and December 31, 2025, respectively | 57 | 57 | |||||||||
| Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,931,286 and 94,612,750 issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 9,493 | 9,461 | |||||||||
| Additional paid in capital | 94,825,846 | 92,330,909 | |||||||||
| Accumulated deficit | (58,500,450) | (56,588,218) | |||||||||
| Total stockholders' equity | 36,335,534 | 35,752,797 | |||||||||
| Total Liabilities and Stockholders' Equity | $ | 42,073,158 | $ | 41,902,844 | |||||||
EXHIBIT 99.1
Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 14,701,288 | $ | 14,619,687 | $ | 42,857,925 | $ | 40,308,142 | |||||||||||||||
| Cost of Revenues | 9,401,065 | 9,129,119 | 27,776,062 | 25,202,512 | |||||||||||||||||||
| Gross Profit | 5,300,223 | 5,490,568 | 15,081,863 | 15,105,630 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Indirect costs | 2,515,529 | 2,195,712 | 7,375,784 | 6,797,986 | |||||||||||||||||||
| Overhead | 508,149 | 473,496 | 1,697,513 | 1,483,727 | |||||||||||||||||||
| General and administrative | 2,840,356 | 2,376,080 | 8,364,465 | 8,248,167 | |||||||||||||||||||
| Total operating expenses | 5,864,034 | 5,045,288 | 17,437,762 | 16,529,880 | |||||||||||||||||||
| (Loss) Gain From Operations Before Other Income | (563,811) | 445,280 | (2,355,899) | (1,424,250) | |||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Gain from change in fair value of derivative liability | — | 18,000 | 252,000 | 535,000 | |||||||||||||||||||
| Interest income (expense), net | 106,933 | 58,838 | 312,777 | (82,283) | |||||||||||||||||||
| Total other income (expense) | 106,933 | 76,838 | 564,777 | 452,717 | |||||||||||||||||||
| (Loss) Gain Before Income Taxes and Preferred Stock Dividends | (456,878) | 522,118 | (1,791,122) | (971,533) | |||||||||||||||||||
| Income tax benefit (expense) | 2,974 | (106,717) | (40,651) | (105,220) | |||||||||||||||||||
| Net (Loss) Gain | (453,904) | 415,401 | (1,831,773) | (1,076,753) | |||||||||||||||||||
| Less: preferred stock dividends | 26,819 | 26,819 | 80,458 | 80,623 | |||||||||||||||||||
| Net (Loss) Gain To Common Shareholders | $ | (480,723) | $ | 388,582 | $ | (1,912,231) | $ | (1,157,376) | |||||||||||||||
| Net (Loss) Gain Per Share - Basic And Diluted | $ | (0.01) | $ | — | $ | (0.02) | $ | (0.01) | |||||||||||||||
| Weighted Average Shares Outstanding - Basic And Diluted | 94,835,826 | 89,765,186 | 94,716,340 | 87,053,046 | |||||||||||||||||||
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.
EXHIBIT 99.1
Reconciliation of Unaudited Non-GAAP Adjusted EBITDA to Operating Loss
Three Months Ended September 30 | |||||||||||
2026 | 2025 | ||||||||||
Revenues | $ | 14,701,288 | $ | 14,619,687 | |||||||
Gross profit | 5,300,223 | 5,490,568 | |||||||||
Loss from operations before other income (expense) | (563,811) | 445,280 | |||||||||
Add Back: | |||||||||||
Depreciation and amortization | 323,403 | 374,290 | |||||||||
Adjust for non-cash and one-time charges | |||||||||||
Stock based compensation and ESPP | 828,588 | 284,116 | |||||||||
Non-GAAP Adjusted EBITDA | $ | 588,180 | $ | 1,103,686 | |||||||
Nine Months Ended September 30 | |||||||||||
2026 | 2025 | ||||||||||
Revenues | $ | 42,857,925 | $ | 40,308,142 | |||||||
Gross profit | 15,081,863 | 15,105,630 | |||||||||
Loss from operations before other income (expense) | (2,355,899) | (1,424,250) | |||||||||
Add Back: | |||||||||||
Depreciation and amortization | 972,739 | 1,124,503 | |||||||||
Adjust for non-cash and one-time charges | |||||||||||
Stock based compensation and ESPP | 2,352,908 | 2,103,344 | |||||||||
Non-GAAP Adjusted EBITDA | $ | 969,748 | $ | 1,803,597 | |||||||