ctm-202607010001877939False00018779392026-07-012026-07-01
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): July 1, 2026
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
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| 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:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 1.01 Entry into a material definitive agreement.
On July 1, 2026, (the "Effective Date") Castellum, Inc. (the "Company") amended the terms of the employment agreement dated July 1, 2024 by and between the Company and its President and Chief Executive Officer, Glen R. Ives (the "Ives Employment Agreement"), to extend the term for an eighteen month period (the "Extended Renewal Term"), expiring on December 31, 2027 (the "Ives Second Amendment").
In consideration of the Extended Renewal Term, Mr. Ives was awarded an incentive stock option to purchase shares of the Company’s common stock (the “Stock Options”) having a Black Scholes model grant-date fair value equal to one hundred six and six tenths percent (106.6%) of his base salary, which was 773,630 Stock Options. The per-share exercise price of the Stock Options is $0.73, which was the closing price of the Company’s common stock on the date of grant. The Stock Options began vesting on the Effective Date and will vest on a quarterly basis ratably over the Extended Renewal Period, subject to Employee’s continued employment on each applicable vesting date. The Stock Options have been issued pursuant to and are subject to the terms and conditions of the Castellum, Inc. Third Amended 2021 Stock Incentive Plan (the “CTM Stock Incentive Plan”) and an award agreement. The Company also agreed to accelerate the quarterly vesting on a January 2025 grant of 500,000 stock options awarded under the CTM Incentive Plan to purchase 500,000 shares of the Company's common stock with an exercise price of $1.07, so they are fully vested as of December 31, 2027.
Pursuant to the terms of the Ives Second Amendment, Mr. Ives will be entitled to an annual base salary of $375,000, which shall be increased to $386,250 effective July 1, 2027. For the fiscal year ended December 31, 2026, Mr. Ives will be eligible for a maximum annual cash incentive and discretionary bonus equal to up to fifty percent (50%) of his annual base salary. To be eligible to receive the annual cash incentive bonus amount, which is up to twenty five percent (25%) of his annual base salary, the Company must achieve certain performance thresholds. The discretionary bonus, which is also equal to up to twenty five percent (25%) of his base salary, is at the sole discretion of the Company's Compensation, Culture, and People Committee (the "Committee").
During the Extended Renewal Term, Mr. Ives will also be eligible to earn a maximum cash bonus equal to up to one hundred percent (100%) of his annual base salary in the event the Company completes an accretive acquisition or acquisitions (an "Acquisition" and the "Acquisition Bonus"). The Acquisition Bonus shall be earned if, during the period that is twelve months following the closing date of the Acquisition or Acquisitions (the “Measurement Period”), the entity acquired by the Company meets or exceeds certain projected net sales amounts included in management’s board approved financial model (the “Financial Model”). In the event the net sales of the Acquisition during the Measurement Period falls below the projected net sales amounts in the Financial Model, no Acquisition Bonus is earned under the terms of the Ives Second Amendment. The Compensation, Culture, and People Committee at its sole discretion may elect to award a discretionary acquisition bonus (the “Discretionary Acquisition Bonus”) in an amount not to exceed fifty percent (50%) of Base Salary for an Acquisition which outperforms expectations.
All other terms of the Ives Employment Agreement remain unchanged.
If Mr. Ives terminates his employment with the Company without good reason or his employment is terminated (i) as a result of his death, (ii) by the Company after a determination of a disability, or (iii) by the Company for cause, the Company will pay or provide Mr. Ives (a) those benefits as required by law, (b) for any earned but unpaid base salary, (c) for the reimbursement of unreimbursed business expenses, and (d) for the payment of unpaid performance bonus for any fiscal year ended prior to the termination date. In addition, if Mr. Ives’s employment is terminated by the Company without cause or by him for good reason, then Mr. Ives shall be entitled to receive his base salary for a period equal to the earlier of (x) twelve (12) months following the termination date and (y) the date on which the employment period would have expired had the employment period not been terminated earlier by the Company without cause or by Mr. Ives without good reason (the “Severance Payment”). In order to qualify for the Severance Payment, Mr. Ives must execute and not revoke a mutual release agreement in a form reasonably acceptable to the Company. The Ives Employment Agreement contains customary confidentiality restrictions, non-disparagement
covenants, and non-solicitation covenants with respect to our employees, consultants, and customers and permit Mr. Ives to participate in those benefit plans generally available to all employees of the Company.
The information contained in this Item 1.01 regarding the Ives Second Amendment is qualified in its entirety by the copy of the agreement attached to this Current Report on Form 8-K, as Exhibit 10.1 and is incorporated herein by reference. The Ives Employment Agreement was previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024, as Exhibit 10.1.
Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated hereby by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Exhibit Title |
| 10.1 | |
| 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.
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| | CASTELLUM, INC. | | |
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| Date: July 2, 2026 | | By: | /s/ Glen R. Ives | |
| | Name: | Glen R. Ives | |
| | Title: | Chief Executive Officer (Principal Executive Officer) |
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment (this “Amendment”), dated as of July 1, 2026 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”) and Glen R. Ives (“Employee”).
RECITALS
The Company and Employee entered into that certain employment agreement dated as of July 1, 2024 (the “Employment Agreement”) which provides that it may be renewed for successive one-year periods (each a “Renewal Period”).
The Company and Employee have agreed, among other things, to renew the Employment Agreement for a period of eighteen months (the “Extended Renewal Period”) so it extends the period of employment through and including December 31, 2027.
The Company and Employee desire to extend the Employment Agreement for the Extended Renewal Period and to otherwise modify the terms and conditions thereof as set forth herein.
AGREEMENTS
In consideration of the mutual covenants of the parties hereto as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:
1. Extended Renewal Period. The Employment Agreement shall be extended for the Extended Renewal Period, commencing July 1, 2026 and ending December 31, 2027.
2. Base Salary. During the Extended Employment Period, Employee’s Base Salary shall be $375,000 per year.
3. Equity Compensation. Employee, as of the Effective Date, shall be awarded an incentive stock option (to the extent permitted by Section 422 of the Internal Revenue Code of 1986, as amended) to purchase shares of the Company’s common stock (the “Stock Options”) having a Black Scholes model grant-date fair value equal to one hundred six and six tenths percent (106.6%) of Base Salary. The per-share exercise price of the Stock Options will be the closing price of the Company’s common stock on the date of grant. The Stock Options will begin vesting on the Effective Date and will vest on a quarterly basis ratably over the Extended Renewal Period, subject to Employee’s continued employment on each applicable vesting date; provided, however, that in the event Employee’s employment is terminated without Cause or Employee resigns for Good Reason, the portion of the Stock Options as to which Employee has not yet vested shall accelerate and be vested in full, so that Employee will be 100% vested in the entire amount of the Stock Options as of the date Executive’s employment is terminated without Cause or for Good Reason. The Stock Options will be issued pursuant to and will be subject to the terms and conditions of the Castellum, Inc. Third Amended 2021 Stock Incentive Plan (the “CTM Stock Incentive Plan”) and an award agreement.
4. Acceleration of Vesting on Previously Granted Options. Pursuant to the terms and conditions of the CTM Stock Incentive Plan, on or about January 22, 2025, the Employee was granted 500,000 stock options to purchase 500,000 shares of the Company’s common stock at $1.07, which vest over a thirty-six (36) month period (the “January 2025 Award”). In consideration of the Extended Renewal Period, the Company agrees to accelerate the quarterly vesting on the January 2025 Award, subject to Employee’s continued employment with the Company, so that the January 2025 Award is fully vested as of December 31, 2027.
5. Bonus. The threshold schedule for the fiscal year ended December 31, 2025, set forth in an amendment to the Employment Agreement shall be deleted and replaced with the following:
For the fiscal year ended December 31, 2026, Employee shall be eligible for an annual cash incentive bonus (“Incentive Bonus”) and discretionary bonus (“Discretionary Bonus”) equal to fifty percent (50%) of Employee’s Base Salary. Employee shall be entitled to earn the Incentive Bonus in an amount equal to twenty five percent (25%) of Employee’s Base Salary at the minimum threshold amount based upon satisfying both the Net Sales Measure and Adjusted
EBITDA Measure (“Minimum Threshold”).
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| Measure | Minimum |
| Net Sales Measure (in millions) | $63.84 |
| Adjusted EBITDA (in millions) | $1.105 |
| Incentive Bonus Earned as a percentage of Base Salary | 25% |
In addition to the Incentive Bonus, the Compensation, Culture, and People Committee (the “Committee”) may elect, at its sole discretion, to pay the Discretionary Bonus in an amount not to exceed twenty five percent (25%) of the Employee’s Base Salary, in the event the Company exceeds the Minimum Threshold set forth above.
The Committee will work with the Employee to establish the Minimum Threshold and other performance measures applicable to the Incentive Bonus and Discretionary Bonus for the fiscal year ended December 31, 2027.
6. Acquisition Bonus. During the Extended Renewal Term, Employee shall be eligible for a cash bonus (the “Acquisition Bonus”) in an amount equal to (a) twenty five percent (25%) of Base Salary in the event the Company closes an accretive acquisition (each, “an Acquisition”), as hereinafter defined, which increases the Company’s Net Sales to a minimum of seventy million dollars ($70,000,000), (b) fifty percent (50%) of Base Salary in the event the Company closes an Acquisition which increases the Company’s Net Sales to a minimum of eighty million dollars ($80,000,000), (c) seventy five percent (75%) of Base Salary in the event
the Company closes an Acquisition which increases the Company’s Net Sales to a minimum of ninety million dollars ($90,000,000), and one hundred percent (100%) of Base Salary in the event the Company closes an Acquisition increasing the Company’s Net Sales to a minimum of one hundred million dollars ($100,000,000).
The Acquisition Bonus shall be earned if, during the period that is twelve months following the closing date of the Acquisition (the “Measurement Period”), the entity acquired by the Company meets or exceeds the projected Net Sales amount included in Management’s board approved financial model (the “Financial Model”). In the event the Net Sales of the Acquisition during the Measurement Period falls below the projected Net Sales amounts in the Financial Model, no Acquisition Bonus is earned under the terms of this paragraph.
The Committee, at its sole discretion may elect to award a discretionary acquisition bonus (the “Discretionary Acquisition Bonus”) in an amount not to exceed fifty percent (50%) of Base Salary for an Acquisition which outperforms expectations.
7. All other terms and conditions of the Employment Agreement shall remain unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
COMPANY EMPLOYEE
CASTELLUM, INC.
/s/ Bernard S. Champoux /s/ Glen R. Ives
________________________________ ______________________________
Bernard S. Champoux Glen R. Ives
Chair of the Board of Directors