Castellum, Inc 10-Q for FY2026 Q3
Castellum, Inc. (CTM)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Castellum, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Castellum reported nine-month revenue of $42,857,925, up 6%, while net loss widened 65% to $1,912,231; total backlog reached $254,471,978. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $14.7M
- up 0.6% from $14.62M a year earlier
- Net loss
- $453.9K
- compared with net income of $415.4K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___ to ___
Commission File Number: 001-41526
(Exact Name of Registrant as Specified in Charter)
| NEVADA | |||||
| (STATE OF INCORPORATION) | (I.R.S Employer I.D.) | ||||
(703 ) 752-6157
(Address and telephone number of principal executive offices)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | ||||||||||
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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding as of November 4, 2026 | ||||
| Common Stock, par value $0.0001 per share | |||||
CASTELLUM, INC.
FORM 10-Q
For the Quarter Ended September 30, 2026
INDEX
Explanatory Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” which statements involve substantial risks and uncertainties. These statements do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In particular, these statements relate to future actions, prospective products and services, market acceptance, future performance or results of current and anticipated products and services, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.
Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity, and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products and services, the cost, terms, and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions, and general economic conditions. These statements are based on our management’s expectations, beliefs, and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.
Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:
•overall levels of government spending on defense spending and spending on IT services, significant delays or reductions in appropriations for our programs or United States ("U.S.") government funding more broadly, including a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the potential imposition of sequestration in the absence of an approved budget or continuing resolution;
•changes in political, economic, or regulatory conditions generally and in the markets in which we operate, and more specifically, the lingering effects on federal procurement processes resulting from the initiatives of the U.S. DOGE Service Temporary Organization, which formally terminated on July 4, 2026, including changes to agency staffing levels, contract and grant terminations, and modifications to acquisition and procurement procedures implemented across federal agencies during its operation, any of which could continue to affect the timing, scope, or award of government contracts;
•potential future net income losses and growth trajectory;
•our ability to retain and attract senior management and other employees with suitable experience leading a public company;
•our ability to attract, retain, and develop highly qualified personnel who possess the necessary security clearances to support the specialized and sensitive nature of our work;
•our ability to raise additional capital on acceptable terms;
•our ongoing relationships with government entities, agencies, and teaming partners;
•our ability to win new contracts amidst increased levels of competition in contract bidding process;
•delays due to the appropriation process, change in the procurement process, and audits or cost adjustments to our contracts;
•our ability to successfully develop or commercialize new products and partner with companies that have complementary products and to successfully develop these offerings;
•our inability to receive full amounts authorized, or ongoing lack of funding, for contracts in our backlog;
•potential systems failures, security breaches, or the inability of Company employees to obtain required clearances;
•our ability successfully to execute additional acquisitions and integrate those operations into our ongoing businesses; and
•the volatility of our common stock share price.
We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this Quarterly Report on Form 10-Q are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.
In this Quarterly Report on Form 10-Q, unless the context otherwise requires, all references to the “Company,” “our Company,” “we,” “our,” “us,” and “Castellum,” refer to Castellum, Inc., a Nevada corporation, and its wholly owned subsidiaries.
Part I
Item 1. Unaudited Consolidated Financial Statements
Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current Assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts receivable, net | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contract asset | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due from buyer | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid income taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed assets, net | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Current Assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Due from buyer, net of current portion | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Right of use asset - operating lease | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in joint ventures/captive insurance entity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets, net | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities and Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued payroll and payroll related expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current portion of lease liability – operating leases | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative liability | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes payable, related party | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Current Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lease liability – operating leases, net of current portion | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred stock, par value $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred stock, par value $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value, $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid in capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total stockholders' equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Cost of Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Indirect costs | |||||||||||||||||||||||||||||||||||||||||||||||
| Overhead | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) Gain From Operations Before Other Income | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Gain from change in fair value of derivative liability | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Total other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) Gain Before Income Taxes and Preferred Stock Dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net (Loss) Gain | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Less: preferred stock dividends | |||||||||||||||||||||||||||||||||||||||||||||||
| Net (Loss) Gain To Common Shareholders | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||
| Net (Loss) Gain Per Share - Basic And Diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Shares Outstanding - Basic And Diluted | |||||||||||||||||||||||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
Castellum, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited)
| Series A Preferred | Series B Preferred | Series C Preferred | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net of filing fees | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock conversion to common stock | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net of filing fees | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance sheet reclassification adjustment | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net of filing fees | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income for the period | — | 0 | — | 0 | — | 0 | — | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Stock options | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
Castellum, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)
| 2026 | 2025 | ||||||||||
| Cash Flow From Operating Activities | |||||||||||
| Net loss before preferred stock dividends | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Lease cost | ( | ||||||||||
| Change in fair value of derivative liability | ( | ( | |||||||||
| Changes in assets and liabilities | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Contract asset | ( | ||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Lease liability | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Sale of subsidiary, cash received from buyer | |||||||||||
| Purchases of fixed assets | ( | ( | |||||||||
| Investment in captive insurance entity/other investment | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash Flows From Financing Activities | |||||||||||
| Payment of revolving line of credit | ( | ||||||||||
| Settlement of stock compensation in cash | ( | ||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Proceeds from issuance of common stock, prefunded warrants and regular warrants, net of issuance costs | |||||||||||
| Proceeds from issuance of common stock under employee stock plans | |||||||||||
| Preferred stock dividend | ( | ( | |||||||||
| Repayment of amounts due to seller | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Repayment of convertible note payable - related party | ( | ||||||||||
| Repayment of note payable | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net increase in cash | |||||||||||
| Cash - Beginning of Period | |||||||||||
| Cash - End of Period | $ | $ | |||||||||
| Supplemental Disclosures | |||||||||||
| Cash paid for interest expense | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
See notes to unaudited consolidated financial statements.
Castellum, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2026 and 2025
Note 1: Nature of Operations
Castellum, Inc. (the “Company”) is focused on building a large, successful technology company in the areas of information technology, electronic warfare, information warfare and cybersecurity with businesses in the governmental and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic planning, information assurance and cybersecurity and policy along with analysis support. These services, which largely focus on securing data and establishing related policies, are applicable to customers in the federal government, financial services, healthcare, and other users of large data applications. The services can be delivered to legacy, customer owned networks, or customers who rely upon cloud-based infrastructures. The Company is actively working with business brokers and contacts within their business network to identify potential acquisitions.
Since November 2019, the Company has made the following acquisitions that specialize in the areas noted above:
•Corvus Consulting, LLC (“Corvus”),
•Mainnerve Federal Services, Inc. dba MFSI Government Group (“MFSI"),
•Merrison Technologies, LLC ("Merrison"),
•Specialty Systems, Inc. (“SSI”),
•the business assets of Pax River from The Albers Group (“Pax River”),
•Lexington Solutions Group, LLC (“LSG”), and
•Global Technology and Management Resources, Inc. ("GTMR").
Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements, including the notes, include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation for Interim Periods
Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. We believe that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly our financial position and the results of operations and cash flows for the periods presented.
The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for the year or future periods. The financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year then ended. We have continued to follow the accounting policies set forth in those financial statements.
Business Segments
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, the Chief Executive Officer, reviews consolidated results of operations to make decisions. The Company maintains one
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue.
Revenue is derived primarily from services provided to the Federal government. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the customer. The Company also evaluates whether two or more agreements should be accounted for as one single contract.
When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled, limited to the extent that it is probable that a significant reversal will not occur in a subsequent period.
At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. For most contracts, the customers require the Company to perform several tasks in providing an integrated output and, hence, each of these contracts are deemed as having only one performance obligation. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.
This evaluation requires professional judgment, and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, the Company generally uses the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between when payment by the client and the transfer of promised services to the client occur will be less than one year.
The Company currently generates its revenue from three different types of contractual arrangements: cost plus fixed fee (“CPFF”), firm-fixed-price (“FFP”), and time-and-materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent on the contract type and the nature of the goods or services to be provided.
For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“DCAA”) approved provisional burdens plus a fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. Certain FFP contracts require the use of an input method based on estimated costs to complete. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract.
These arrangements generally qualify for the “right-to-invoice” practical expedient where revenue is recognized in proportion to billable consideration. FFP level-of-effort contracts are substantially similar to T&M contracts except that the Company is required to deliver a specified level-of-effort over a stated period. For these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required services.
Revenue generated by contract support service contracts is recognized over time as services are provided, based on the transfer of control to the customer. Revenue generated by FFP contracts is recognized over time as performance obligations are satisfied, based on the transfer of control to the customer, using an input method based on labor hours and costs incurred relative to total estimated costs. Most contracts do not contain variable consideration and contract modifications are generally minimal. For these reasons, there is not a significant impact of electing these transition practical expedients.
Revenue generated from contracts with Federal, state, and local governments is recorded over time, rather than at a point in time. Under contract support services contracts, the Company performs software design work as it is assigned by the customer, and bills the customer, generally semi-monthly, on either a CPFF or T&M basis, as labor hours are expended. Certain other government contracts for software development have specific deliverables and are structured as FFP contracts, which are generally billed as the performance obligations under the contract are met. Revenue recognition under FFP contracts requires judgment to allocate the transaction price to the performance obligations. Contracts may have terms of up to five years .
Contract accounting requires judgment relative to assessing risks and estimating contract revenue, as well as costs and assumptions for schedule and technical issues. Due to the size and nature of contracts, estimates of revenue and costs are subject to a number of variables. For contract change orders, claims, or similar items, judgment is required for estimating the amounts, assessing the potential for realization and determining whether realization is probable. Estimates of total contract revenue and costs are continuously monitored during the term of the contract and are subject to revision as the contract progresses. From time to time, facts develop that require revisions of revenue recognized or cost estimates. To the extent that a revised estimate affects the current or an earlier period, the cumulative effect of the revision is recognized in the period in which the facts requiring the revision become known.
The Company accounts for contract costs in accordance with the ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers. The Company recognizes the cost of sales of a contract as an expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future, and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.
The following table disaggregates the Company’s revenue by contract type for the nine months ended September 30:
| 2026 | 2025 | ||||||||||
| Revenue: | |||||||||||
| Time and material | $ | $ | |||||||||
| Firm fixed price | |||||||||||
| Cost plus fixed fee | |||||||||||
| Total | $ | $ | |||||||||
Accounting for Income Taxes
Income taxes are accounted for under the asset and liability method. We estimate our income taxes in each of the jurisdictions where the Company operates. This process involves estimating our current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies.
We are subject to income taxes in the federal and state tax jurisdictions based upon our business operations in those jurisdictions. Significant judgment is required in evaluating uncertain tax positions. The Company accounts for income taxes under ASC Topic 740, Income Taxes ("ASC 740"). We record uncertain tax positions in accordance with ASC 740-10 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions
will be sustained based on the technical merits of the position, and (2) with respect to those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. Management evaluates its tax positions on a quarterly basis.
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities, generally for three years after they were filed.
One Big Beautiful Bill Act on July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was enacted in the U.S. which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The legislation's enactment did not materially impact our effective income tax rate or cash tax position.
The Company accounts for income taxes under ASC 740. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an entity's unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's unaudited condensed financial statements.
Recent Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, which makes targeted updates to the accounting and disclosure requirements for internal-use software under Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The standard becomes effective for the Company beginning in fiscal year 2029, including interim periods, and permits either prospective or retrospective adoption. We are currently assessing the impact on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose disaggregated information about specific categories of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) within relevant income statement expense captions, in interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. As clarified, the standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently assessing the impact on our financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of Topic 270, reorganizes interim disclosure requirements, and adds a principle requiring disclosure of events since the most recent annual reporting period that have a material impact on the Company. The standard is effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact on our interim financial statement disclosures.
Other accounting standards updates adopted and/or issued, but not effective until after September 30, 2026, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations, and/or cash flows.
Note 3: Fixed Assets
Fixed assets consisted of the following as of September 30, 2026, and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equipment and software | $ | $ | |||||||||
| Furniture | |||||||||||
| Automobiles | |||||||||||
| Leasehold improvements | |||||||||||
| Total fixed assets | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Fixed assets, net | $ | $ | |||||||||
Depreciation expense for the three and nine months ended September 30, 2026, was $18,857 and $59,102 , respectively, and depreciation expense for the three and nine months ended September 30, 2025, was $18,753 and $57,892 , respectively.
Note 4: Intangible Assets and Goodwill
Intangible assets consisted of the following as of September 30, 2026, and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Customer relationships | $ | $ | |||||||||||||||
| Tradename | |||||||||||||||||
| Trademark | |||||||||||||||||
| Backlog | |||||||||||||||||
| Non-compete agreement | |||||||||||||||||
| Accumulated amortization | ( | ( | |||||||||||||||
| Intangible assets, net | $ | $ | |||||||||||||||
The intangible assets with the exception of the trademarks were recorded as part of the acquisitions of Corvus, Merrison, SSI, LSG, and GTMR. Amortization expense for the three and nine months ended September 30, 2026 was $304,546 and $913,637 , respectively, and amortization expense for the three and nine months ended September 30, 2025 was $355,537 and $1,066,611 , respectively. The intangible assets are being amortized based on the estimated future lives as noted above.
Future amortization of the intangible assets for the next five years as of September 30 is as follows:
| Remainder of the year ending December 31, 2026 | $ | ||||
| Year ending 2027 | |||||
| Year ending 2028 | |||||
| Year ending 2029 | |||||
| Year ending 2030 | |||||
| Year ending 2031 and thereafter | |||||
| Total | $ | ||||
The goodwill rollforward for the nine months ended September 30, 2026, reflects no changes, as follows:
| Corvus | SSI | Total | |||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | ||||||||||||||||||||
Note 5: Notes Payable
All outstanding notes payable were repaid in full prior to December 31, 2025. Accordingly, there were no notes payable outstanding as of September 30, 2026 or December 31, 2025, and there was no notes payable activity during the nine months ended September 30, 2026.
Interest expense for the three and nine months ended September 30, 2026 was $— and $— , respectively, and $69,589 and $349,507 for the three and nine months ended September 30, 2025, respectively. There was no
Note 6: Note Payable – Related Party
The Company entered into a note payable with a related party in August 2021 with balances as of September 30, 2026 and December 31, 2025, as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
Note payable at | $ | $ | |||||||||
On February 11, 2026, the Company fully repaid the $400,000 note payable with the related party.
Interest expense for the three and nine months ended September 30, 2026 was $— and $2,301 , respectively, compared to $5,041 and $14,959 for the three and nine months ended September 30, 2025, respectively.
Note 7: Revolving Credit Facility
On April 4, 2022, the Company obtained a $950,000 revolving credit facility with Live Oak Banking Company (“Live Oak Bank”), maturing March 28, 2029. On February 22, 2024, the Company replaced this facility with a new $4,000,000 revolving credit facility maturing February 22, 2025 ("New Live Oak Revolver"). The outstanding balance of approximately $625,000 was rolled over, and an additional $904,793 was advanced. As of December 31, 2025, $0 was outstanding under the new facility.
Effective August 15, 2024, the Company amended the New Live Oak Revolver, requiring a $250,000 collateral account, increasing borrowing base reporting to twice monthly, and reducing borrowing capacity from $4,000,000 to $2,000,000 . On February 13, 2025, the Company fully repaid the $1,999,944 balance plus interest, after which the line of credit was closed and the restricted cash released. No obligations remain under the facility as of September 30, 2026.
Interest expense for the nine months ended September 30, 2026 and 2025, was $— and $28,658 , respectively.
Note 8: Stockholders’ Equity
Preferred Stock
The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A Preferred Stock, a Series B Preferred Stock, and a Series C Preferred Stock.
Series A Preferred Stock
The Company has designated 10,000,000 shares of Series A Preferred Stock, par value of $0.0001 . As of September 30, 2026 and December 31, 2025, the Company has 5,875,000 587,500 shares of the Company's common stock.
For the nine months ended September 30, 2026 and 2025, the Company recognized $54,808 and $54,808 , respectively, in Series A dividends, all of which have been paid as of September 30, 2026.
Series B Preferred Stock
The Company has designated 10,000,000 shares of Series B Preferred Stock, par value of $0.0001 . As of September 30, 2026 and December 31, 2025, the Company has 0
Series C Preferred Stock
The Company has designated 10,000,000 shares of Series C Preferred Stock, par value of $0.0001 . As of September 30, 2026, the Company has 570,000 356,250 shares of the Company's common stock. As of December 31, 2025, the Company had 570,000
For the nine months ended September 30, 2026 and 2025, the Company recognized $25,650 and $25,815 in Series C dividends, all of which have been paid as of September 30, 2026.
Common Stock
The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 94,931,286 94,612,750
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan ("ESPP"). The ESPP was adopted by the Company’s Board of Directors on March 11, 2025 and approved by the Company’s stockholders at the annual meeting held on May 28, 2025. The ESPP is a voluntary employee benefit program that permits eligible employees to contribute up to 5 % of their eligible compensation through payroll deductions each pay period. Payroll deductions and purchases of Company common stock under the ESPP did not commence until 2026. Shares are purchased on behalf of participating employees on a quarterly basis at a price equal to 85 % of the fair market value on the applicable purchase date. The ESPP is intended to provide employees with an opportunity to acquire an ownership interest in the Company and is not a component of executive compensation. During the nine months ended September 30, 2026, the Company issued 168,536 shares pursuant to the ESPP.
On June 1, 2026, the Company filed a registration statement on Form S-8 (File No.333-296389) to register an additional 4,000,000 shares of common stock for issuance under the Castellum, Inc. Third Amended 2021 Stock Incentive Plan. Following this filing, a total of 13,000,000 shares of common stock are registered and available for issuance under the plan.
On August 27, 2026, a former employee exercised stock options to purchase 150,000 shares of common stock at an exercise price of $0.35 per share. In connection with the exercise, 86,809 shares were withheld and sold to satisfy the exercise price, resulting in 63,191 shares of common stock being issued on a net basis.
Warrants
As of September 30, 2026, the Company had 5,653,981 warrants outstanding and exercisable, which were granted to officers, directors, and an investor of the Company between 2019 and 2023 and remain outstanding under their original
terms. There was no warrant issuance, exercise, expiration, or cancellation activity during the nine months ended September 30, 2026.
Separately, in 2024 the Company issued warrants in a private transaction, all of which were fully exercised in 2025. The Company also issued warrants in connection with registered offerings completed in the first half of 2025, all of which were either exercised or expired prior to December 31, 2025. No warrants from either of these transactions remained outstanding as of December 31, 2025. See Note 11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for additional information regarding these warrants.
The following table represents a summary of warrants for the nine months ended September 30, 2026 and the year ended December 31, 2025:
| Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | ||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
| Warrants exercisable | |||||||||||||||||||||||
| Intrinsic value of warrants | $ | $ | |||||||||||||||||||||
| Weighted Average Remaining Contractual Life (Years) | |||||||||||||||||||||||
Options
On November 9, 2021, the Company approved the 2021 Stock Incentive Plan ("Stock Incentive Plan") that authorized the Company to issue up to 2,500,000 shares of common stock. Prior to this date, the granting of options was not done pursuant to the terms of the Stock Incentive Plan. On November 9, 2023 the Board approved an amendment to the Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's shareholders at its annual meeting on May 29, 2024.
On March 11, 2025, the Board approved an amendment to the Amended Plan to further increase the aggregate number of shares available for issuance from 6,000,000 to 9,000,000 (the "Second Plan Amendment" and the "Second Amended Plan"), which was approved by the Company's stockholders at the Company's 2025 annual meeting of stockholders held on May 28, 2025. On March 6, 2026 the Board approved an additional amendment to the Second Amended Plan to increase the aggregate number of shares available for issuance by 4,000,000 shares (the "Third Plan Amendment" and the "Third Amended Plan"), resulting in an aggregate of 13,000,000 shares available for issuance under the Third Amended Plan, which was approved by the Company's stockholders at the Company's 2026 annual meeting of stockholders held on May 19, 2026. As of September 30, 2026, 8,986,130 stock options have been granted under the Third Amended Plan.
The following represents a summary of options granted under the terms of the Amended Plan and additional options granted outside of the Amended Plan, for the nine months ended September 30, 2026 and the year ended December 31, 2025:
| Number | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (in Years) | Weighted Average Fair Value | ||||||||||||||||||||
| Outstanding December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | 0 | |||||||||||||||||||||
| Outstanding September 30, 2026 | $ | $ | |||||||||||||||||||||
| As of September 30, 2026 | |||||||||||||||||||||||
| Vested and exercisable | $ | $ | |||||||||||||||||||||
During the nine months ended September 30, 2026, the Company recognized $2,352,908 of noncash stock-based compensation related to the vesting of service-based stock options and the discount on the shares issued under the terms of the ESPP. 150,000 options were exercised during the nine months ended September 30, 2026.
The fair value of each option is estimated using the Black-Scholes valuation model. Changes to these inputs could produce a significantly higher or lower fair value measurement. 773,630 options were granted during the three months ended September 30, 2026. The following assumptions were used for the periods as follows:
| Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||
| Expected term | |||||||||||
| Expected volatility | |||||||||||
| Expected dividend yield | |||||||||||
| Risk-free interest rate | |||||||||||
Note 9: Fair Value
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. U.S. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows:
Level 1 – defined as observable inputs, such as quoted market prices in active markets.
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash, accounts receivable, accounts payable, contingent consideration, and derivative liabilities. The estimated fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value.
On April 4, 2022, the Company issued common stock, a convertible note, and warrants pursuant to a Stock Purchase Agreement ("SPA") with Crom (respectively, the "2022 Crom Note", the "2022 Crom Warrants, and the “2022 Crom SPA”). The Company had evaluated the conversion option liability in the 2022 Crom Note and the 2022 Crom Warrant to determine proper accounting treatment and determined them to be derivative liabilities (the "Derivative Liabilities").
On February 13, 2023, the 2022 Crom SPA was terminated through an induced conversion thereby extinguishing the conversion option liability associated with the 2022 Crom Note; the 2022 Crom Warrants were not affected.
The Company recognized a liability for the estimated fair value of the 2022 Crom Warrants. The estimated fair value of the liability was calculated using a binomial pricing model with key input variables by an independent third party, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense). The Company determined that the significant inputs used to value the 2022 Crom Warrants fall within Level 3 of the fair value hierarchy. The value of the 2022 Crom Warrants is reflected in Derivative Liability on the Consolidated Balance Sheets.
On September 11, 2024, the Company entered into a stock purchase agreement with Lead-Risk Millenia, LLC for the sale of its subsidiary, MFSI (the "MFSI Divestiture"). In connection with the MFSI Divestiture, Management estimated the present value of future consideration to be received, using a probability-weighted analysis to determine the amount of the receivable and applying a discount rate that captures the risks associated with the duration of the consideration. The Company determined that the significant inputs used to value the Anticipated Receivable fall within Level 3 of the fair value hierarchy. The balance of the Anticipated Receivable is reflected in Due from Buyer on the Consolidated Balance Sheets.
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
| Fair Value Measurements at September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Anticipated Receivable | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Fair Value Measurements at December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||
| Anticipated Receivable | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of the 2022 Crom Warrants is estimated using a binomial valuation model. The following assumptions were used for the period as follows:
| September 30, 2026 | |||||
| Expected term - warrants | |||||
| Stock price as of measurement date | $ | ||||
| Volatility (observed) | |||||
| Incremental discount | % | ||||
| Selected volatility – post haircut | |||||
| Risk-free interest rate | |||||
Note 10: Defined Contribution Plan
Note 11: Concentrations
Concentration of Credit Risk. The Company’s customer base is concentrated with a relatively small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers’ financial condition. The Company establishes allowance for credit losses based upon factors surrounding the credit risk of customers, historical trends, and other information.
For the nine months ended September 30, 2026 and 2025, the Company had three customers (all parts of the U.S. Government) representing 80 % and 72 % of revenue earned, respectively. Any customer that represents 10% or greater of total revenue represents a risk. The Company also has three customers (all parts of the U.S. Government) that represent 73 % and 65 % of the total accounts receivable as of September 30, 2026, and December 31, 2025, respectively.
Note 12: Income Taxes
The Company's quarterly provision for income taxes is measured using an estimated annual effective tax rate adjusted for discrete items that occur within the quarter. The effective income tax rate was 0.7 % and 20.4 % for the three months ended September 30, 2026, and 2025, respectively. The decrease in the effective tax for the three months ended September 30, 2026 was primarily due to the change in the valuation allowance, nondeductible stock compensation and state income taxes. The effective tax rate was (2.3 )% and (10.8 )% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective tax rate was primarily due to the change in the valuation allowance, nondeductible stock compensation and state income taxes.
Note 13: Subsequent Events
Subsequent to September 30, 2026, and prior to the filing date of November 5, 2026, there were no subsequent events.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations is provided to enhance the understanding of, and should be read together with, our financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2025 filed with the Securities and Exchange Commission ("SEC") on March 9, 2026 and elsewhere in this Quarterly Report on Form 10-Q, as applicable.
Business Overview
Castellum, Inc. is a defense tech services and solutions provider focused on leveraging the power of information technology to help solve the nation’s most pressing national security challenges. The Company provides clients in the United States (“U.S.") government (“USG”), financial services, legal, and other users of large data applications with services which include intelligence analysis, software development, software engineering, system modernization, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of technology, services, and/or solutions companies with businesses in the defense, federal civilian, and commercial markets that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients. The Company is actively working with business brokers and contacts within their business network to identify potential acquisitions.
Due to our success in completing seven acquisitions since 2019 and given our executive officers’ and key managers’ networks of contacts in the information technology ("IT"), telecom, cybersecurity, and defense sectors, we believe that we are well positioned to continue to execute our business strategy. Because of our executive officers’ and key managers’ prior experience growing businesses organically, we believe that we are well positioned to grow our existing business via internal growth as well. The Company has developed a qualified business opportunity (the “Opportunity Pipeline”). Although there can be no assurance that the Opportunity Pipeline can be converted to revenues, the Company believes that the total value of the Opportunity Pipeline to be approximately $1,662.5 million as of September 30, 2026. The Opportunity Pipeline represents the revenue opportunity for the Company from potential future contracts obtained through organic growth from qualified customers based on the expected base year contract value plus the value of all option periods.
Business Operations and Trends
We believe that the following trends and developments in the USG services industry and our markets may influence our future results of operations:
•budget deficits and the growing U.S. national debt increasing pressure on the USG to reduce federal spending across all federal agencies together with associated uncertainty about the size and timing of those reductions;
•cost-cutting and efficiency initiatives, current and future budget restrictions, and other efforts to reduce USG spending could cause clients to reduce or delay funding for orders for services or invest appropriated funds on a less consistent or rapid basis or not at all, particularly when considering long-term initiatives and in light of current uncertainty around Congressional efforts to craft a long-term agreement on the USG's ability to incur indebtedness in excess of its current limits, and generally in the current political environment, there is a risk that it will not issue task orders in sufficient volume to reach current contract ceilings, alter historical patterns of contract awards, including the typical increase in the award of task orders or completion of other contract actions by the USG in the period before the end of the USG's fiscal year on September 30, delay requests for new proposals and
contract awards, rely on short-term extensions and funding of current contracts, or reduce staffing levels and hours of operation;
•government customers consolidation of smaller contract vehicles into larger contract vehicles could result in a lack of opportunity to re-compete for the existing business if the larger contract vehicle is not held by the Company;
•delays in the completion of USG’s budget processes for FY 2027, which has in the past and could in the future delay procurement of the products, services, and solutions we provide;
•changes in the relative mix of overall USG spending and areas of spending growth, with lower spending on homeland security, intelligence, defense-related programs as certain overseas operations end, and continued increased spending on cybersecurity, command, control, communications, computers, intelligence, surveillance, and reconnaissance, advanced analytics, technology integration, and healthcare, including as a result of the presidential and administration transition;
•consolidation of acquisition authority in areas directly related to the core business of the Company could limit access to new business and re-competing for existing business;
•increased inflationary pressure that could impact the cost of doing business and/or reduce customer buying power;
•risks related to a possible recession and volatility or instability of the global financial system, including bank failures and the resulting impact on counterparties and business conditions generally;
•legislative and regulatory changes, or shifts in regulatory priorities as a result of U.S. administration transitions, including limitations on the amount of allowable executive compensation permitted under flexibly priced contracts following implementation of interim rules adopted by federal agencies pursuant to the Bipartisan Budget Act of 2013, which substantially further reduce the amount of allowable executive compensation under these contracts and extend these limitations to a larger segment of our executives and our entire contract base;
•efforts by the USG to address organizational conflicts of interest and related issues and the impact of those efforts on us and our competitors;
•increased audit, review, and general scrutiny by USG agencies of government contractors' performance under USG contracts and compliance with the terms of those contracts and applicable laws, including the impact of Executive Order 14402 which was signed on April 30, 2026;
•the inability of the government to make timely awards on contracts for which the Company has submitted proposals could affect the rate of revenue growth;
•USG agencies awarding contracts on a technically acceptable/lowest cost basis, which could have a negative impact on our ability to win certain contracts;
•increased competition from other government contractors and market entrants seeking to take advantage of certain of the trends identified above, and an industry trend towards consolidation, which may result in the emergence of companies that are better able to compete against us;
•restrictions by the USG on the ability of federal agencies to use lead system integrators, in response to cost, schedule, and performance problems with large defense acquisition programs where contractors were performing the lead system integrator role;
•increasingly complex requirements and enforcement and reporting landscapes of the Department of Defense including cybersecurity, managing federal health care cost growth, competition, and focus on reforming existing government regulation of various sectors of the economy, such as financial regulation and healthcare; and
•further, in August 2026, the Small Business Administration (“SBA”) proposed revisions to its size standards which are intended to streamline the program but have the potential, if implemented, to reshape the small business landscape by significantly expanding eligibility for SBA programs. The impact of the aforementioned changes
remains uncertain. The continued focus on removing barriers to new entrants and any related future legislation could reduce the likelihood of direct awards to some of the Company's larger competitors operating in the industry, while the new acquisition strategy and streamlined procurement processes have the potential to have positive impacts on our business.
In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we described in Part II, Item 1A. on this Quarterly Report on Form 10Q and Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 9, 2026 have affected or could materially adversely affect our business, prospects, operating results, and financial condition.
Budgetary Environment
The U.S. continues to face an uncertain and evolving political, budgetary, and regulatory environment, making it difficult to predict the future course of defense budgets. Ongoing conflicts in Ukraine and the Middle East, threats in the Pacific region, macroeconomic pressures, the national debt, and competing domestic priorities will continue to shape our customers' budgets and spending decisions. Executive branch cost reduction initiatives and the administration's focus on government efficiency and contract management add further uncertainty, and we anticipate that debates over budgetary priorities, the debt ceiling, and discretionary spending constraints will remain significant, with potentially meaningful impacts on our programs and the Company.
Despite the uncertainty and while we believe the underlying budget environment remains supportive of defense and national security spending with backing from both sides of the aisle, the timing of appropriations bills remains unpredictable. When appropriations are not enacted, government agencies operate under continuing resolutions ("CRs"), temporary measures that fund operations at prior-year levels, which can negatively affect our business through delays in new program starts and contract award decisions. If a CR expires without a new CR or appropriations bill being signed into law, the government must shut down except in limited circumstances, and we continuously review our operations to identify programs at risk and develop appropriate contingency plans.
On May 2, 2025, President Trump submitted the Government Fiscal Year 2026 ("GFY26") Presidential Budget Request ("PBR") to the U. S. Congress ("Congress"), holding defense spending flat at the Government Fiscal Year 2025 ("GFY25") enacted level of $893 billion. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA"), a reconciliation measure separate from standard government appropriations legislation that provides approximately $156 billion in additional defense funding above the PBR. These funds remain available in GFY26 and beyond regardless of whether normal appropriations or a CR is enacted, or even in the event of a government shutdown.
The U.S. Government entered a shutdown on October 1, 2025, which ended on November 12, 2025, when President Trump signed a CR restoring federal operations at GFY25 funding levels through January 30, 2026. Following the expiration of that CR, a partial shutdown occurred until February 3, 2026, when President Trump signed five of the six remaining GFY26 full-year appropriations bills along with a two-week CR for the Department of Homeland Security ("DHS"). The enacted defense appropriations bill provided full-year DoD funding of $838.7 billion. On February 14, 2026, DHS funding lapsed and the department entered a shutdown; on April 30, 2026, the President signed a bill ending the 75-day shutdown and funding most DHS operations through September 30, 2026, excluding funding for U.S. Immigration and Customs Enforcement ("ICE") and Border Security Operations. On June 10, 2026, the President signed a reconciliation bill providing the previously-excluded ICE and Border Security funding, completing the FY2026 appropriations cycle. As a result, all twelve regular FY2026 appropriations bills have now been enacted. The Company does not currently maintain contracts with DHS.
On September 2, 2026, the President signed the Continuing Appropriations and Extensions Act, 2027, providing temporary funding for covered federal agencies from October 1, 2026, through December 11, 2026, generally at GFY26 funding rates, subject to specified exceptions. Accordingly, GFY27 began under a continuing resolution rather than full-year appropriations. Further legislative action will be necessary to fund covered operations beyond December 11, 2026.
The Company continues to monitor the evolving appropriations environment and assess potential effects on its programs, operations, and liquidity. A prolonged failure to resolve outstanding appropriations disputes is expected to have a negative impact on our business, financial condition, and operating results.
Basis of presentation
We have presented results of operations, including the related discussion and analysis, for the following periods:
•the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
•the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Key Components of Revenue and Expenses
Revenues
Our revenues are primarily derived from services provided to the U.S. Federal, state, and local governments. We currently generate our revenue from three different types of contractual arrangements: Cost Plus Fixed Fee (“CPFF”), Fixed Firm Price (“FFP”), and Time and Materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation. For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency ("DCAA") approved provisional burdens plus a fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. Certain FFP contracts require the use of an input method based on labor hours or costs incurred relative to total estimated costs to complete. FFP Level-of-Effort contracts are substantially similar to T&M contracts, except that the Company is required to deliver a specified level of effort over a stated period; for these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract. These arrangements generally qualify for the "right-to-invoice" practical expedient, where revenue is recognized in proportion to billable consideration.
Cost of Revenues
Cost of Revenues include direct costs incurred to provide goods and services related to contracts, specifically labor, contracted labor, materials, and other direct costs, which includes rent, insurance, and software licenses. Cost of Revenues related to contracts is recognized as an expense when incurred or at the time a performance obligation is satisfied.
Gross Profit and Gross Profit Margin
Our gross profit comprises our revenues less our cost of revenues. Gross profit margin is our gross profit divided by our revenues.
Operating Expenses
Our operating expenses include indirect costs, overhead, and general and administrative expenses.
•Indirect costs consist of expenses generally associated with bonuses and fringe benefits, including employee health and medical insurance, 401(k) matching contributions, and payroll taxes.
•Overhead consists of expenses associated with the support of operations or production, including labor for management of contracts, operations, training, supplies, and certain facilities to perform customer work.
•General and administrative expenses consist primarily of corporate and administrative labor expenses, administrative bonuses, legal expenses, information technology ("IT") expenses, and insurance expenses.
Results of operations
The period to period comparisons of our results of operations have been prepared using the historical periods included in our unaudited consolidated financial statements. The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Revenues | $ | 14,701,288 | $ | 14,619,687 | $ | 81,601 | 1 | % | |||||||||||||||
| Cost of revenues | 9,401,065 | 9,129,119 | 271,946 | 3 | % | ||||||||||||||||||
| Gross Profit | 5,300,223 | 5,490,568 | (190,345) | (3) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Indirect costs | 2,515,529 | 2,195,712 | 319,817 | 15 | % | ||||||||||||||||||
| Overhead | 508,149 | 473,496 | 34,653 | 7 | % | ||||||||||||||||||
| General and administrative expenses | 2,840,356 | 2,376,080 | 464,276 | 20 | % | ||||||||||||||||||
| Total operating expenses | 5,864,034 | 5,045,288 | 818,746 | 16 | % | ||||||||||||||||||
| (Loss) gain from operations: | (563,811) | 445,280 | (1,009,091) | (227) | % | ||||||||||||||||||
| Other income, net | 106,933 | 76,838 | 30,095 | 39 | % | ||||||||||||||||||
| (Loss) gain before income taxes and preferred stock dividends | (456,878) | 522,118 | (978,996) | (188) | % | ||||||||||||||||||
| Income tax benefit (expense) | 2,974 | (106,717) | 109,691 | (103) | % | ||||||||||||||||||
| Preferred stock dividend | 26,819 | 26,819 | — | — | % | ||||||||||||||||||
| Net (Loss) Gain | $ | (480,723) | $ | 388,582 | $ | (869,305) | (224) | % | |||||||||||||||
Revenue
Total revenue was $14,701,288 for the three months ended September 30, 2026 as compared to total revenue of $14,619,687 for the three months ended September 30, 2025, an increase of $81,601 or 1%. The increase was driven primarily by revenue under two contracts. The first is the five-and-one-half-year, $103.3 million contract awarded to the Company’s subsidiary Global Technology and Management Resources, Inc. (“GTMR”) for Special Missions Management of On-Site Services in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions. In August 2026, the contract was modified to increase its ceiling by $32.8 million, bringing the total ceiling to $136.2 million. The second is the five-year, $66.2 million full and open contract awarded in October 2025 to the Company’s subsidiary Specialty Systems, Inc. (“SSI”) for logistics, engineering, and cyber support services in support of the Naval Air Warfare Center Aircraft Division (“NAWCAD”) Lakehurst (“LKE”) Mission Operations & Integration (“MO&I”) Department. Ramp-up under the NAWCAD LKE MO&I contract remains in its early stages.
Cost of revenues
Total cost of revenues was $9,401,065 for the three months ended September 30, 2026 as compared to total cost of revenues of $9,129,119 for the three months ended September 30, 2025. The increase of $271,946, or 3%, was driven primarily by an increase in subcontractor costs, which typically carry a lower margin than direct labor, incurred on the NAVAIR PMA-290 Special Missions contract and on other large contracts.
Gross Profit
Total gross profit was $5,300,223 for the three months ended September 30, 2026 as compared to total gross profit of $5,490,568 for the three months ended September 30, 2025. The decrease of $(190,345), or (3)%, was driven primarily by the lower margin of increased subcontractor costs.
Operating expenses
Total operating expenses were $5,864,034 for the three months ended September 30, 2026 as compared to total operating expenses of $5,045,288 for the three months ended September 30, 2025. The increase of $818,746, or 16%, was primarily driven by an increase in fringe expenses, reflecting an increase in headcount for business development capabilities and an expected rise in health insurance costs, as well as higher outside consultant costs, including fees related to acquisition activities, investor relations, and increased stock-based compensation expense. The increase in stock-based compensation expense was primarily attributable to stock options granted to the management team in November 2025, as well as stock options granted to the Company's President and CEO, Glen R. Ives, on July 1, 2026, in connection with the extension of his employment agreement.
Other income (expense)
Total other income was $106,933 for the three months ended September 30, 2026 as compared to total other income of $76,838 for the three months ended September 30, 2025. The increase in other income of $30,095 or 39%, was primarily driven by the decrease in interest expense due to the overall reduction in debt.
Income tax benefit (expense)
Income tax benefit was $2,974 for the three months ended September 30, 2026, as compared to an expense of $(106,717) for the three months ended September 30, 2025. The increase in benefit of $109,691 or 103% was primarily related to the Company's change in taxable profits and state income taxes.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Revenues | $ | 42,857,925 | $ | 40,308,142 | $ | 2,549,783 | 6 | % | |||||||||||||||
| Cost of revenues | 27,776,062 | 25,202,512 | 2,573,550 | 10 | % | ||||||||||||||||||
| Gross Profit | 15,081,863 | 15,105,630 | (23,767) | — | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Indirect costs | 7,375,784 | 6,797,986 | 577,798 | 8 | % | ||||||||||||||||||
| Overhead | 1,697,513 | 1,483,727 | 213,786 | 14 | % | ||||||||||||||||||
| General and administrative expenses | 8,364,465 | 8,248,167 | 116,298 | 1 | % | ||||||||||||||||||
| Total operating expenses | 17,437,762 | 16,529,880 | 907,882 | 5 | % | ||||||||||||||||||
| Loss from operations: | (2,355,899) | (1,424,250) | (931,649) | 65 | % | ||||||||||||||||||
| Other income, net | 564,777 | 452,717 | 112,060 | 25 | % | ||||||||||||||||||
| Loss before income taxes and preferred stock dividends | (1,791,122) | (971,533) | (819,589) | 84 | % | ||||||||||||||||||
| Income tax (expense) benefit | (40,651) | (105,220) | 64,569 | (61) | % | ||||||||||||||||||
| Preferred stock dividend | 80,458 | 80,623 | (165) | — | % | ||||||||||||||||||
| Net loss | $ | (1,912,231) | $ | (1,157,376) | $ | (754,855) | 65 | % | |||||||||||||||
Revenue
Total revenue was $42,857,925 for the nine months ended September 30, 2026 as compared to total revenue of $40,308,142 for the nine months ended September 30, 2025, an increase of $2,549,783 or 6%. The increase was driven primarily by the five-and-one-half-year, $103.3 million contract awarded to the Company’s subsidiary GTMR for Special Missions Management of On-Site Services in support of NAVAIR PMA-290 Special Missions. Revenue under this contract ramped up during 2025, and in August 2026 the contract ceiling was increased by $32.8 million to $136.2 million. The increase was also attributable to revenue under the five-year, $66.2 million full and open contract awarded in October 2025 to the Company’s subsidiary SSI for logistics, engineering, and cyber support services in support of the NAWCAD LKE MO&I Department. These increases were partially offset by lower revenue under certain Corvus subcontracts.
Cost of revenues
Total cost of revenues was $27,776,062 for the nine months ended September 30, 2026 as compared to total cost of revenues of $25,202,512 for the nine months ended September 30, 2025. The increase of $2,573,550, or 10%, is in line with the change in revenue noted above, driven by additional labor and subcontractor costs for the PMA-290 award, which typically carry a lower margin than direct labor.
Gross Profit
Total gross profit was $15,081,863 for the nine months ended September 30, 2026 as compared to total gross profit of $15,105,630 for the nine months ended September 30, 2025. The decrease of $(23,767), or 0%, was driven primarily by the lower margin of increased subcontractor costs.
Operating expenses
Total operating expenses were $17,437,762 for the nine months ended September 30, 2026 as compared to total operating expenses of $16,529,880 for the nine months ended September 30, 2025. The increase of $907,882, or 5%, was primarily
driven by an increase in fringe expenses, reflecting an increase in headcount for business development capabilities and an expected rise in health insurance costs, as well as higher outside consultant costs, including fees related to acquisition activities, investor relations, and increased stock-based compensation expense, offset by lower amortization expenses.
Other income (expense)
Total other income was $564,777 for the nine months ended September 30, 2026 as compared to total other income of $452,717 for the nine months ended September 30, 2025. The increase in other income of $112,060 or 25%, was primarily driven by the decrease in interest expense due to the overall reduction in debt and the decrease in expense due to the reduction in the fair value of the derivative liability.
Income tax (expense) benefit
Income tax expense was $(40,651) for the nine months ended September 30, 2026, as compared to an expense of $(105,220) for the nine months ended September 30, 2025. The decrease in expense of $64,569 or (61)% was primarily related to the Company's change in taxable profits and state income taxes.
Contract backlog
We define backlog to include the following two components:
•Funded Backlog - Funded backlog represents the revenue value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.
•Unfunded Backlog - Unfunded backlog represents the revenue value of orders (including optional orders) for services under existing contracts for which funding has not been appropriated or otherwise authorized.
Our backlog excludes contracts that have been awarded but are currently under protest. It also excludes any potential future task orders under indefinite-delivery/indefinite-quantity contracts, except to the extent that task orders have already been awarded to us under those contracts.
Contract Backlog
| Funded | $ | 18,169,750 | |||
| Unfunded | 236,302,228 | ||||
| Total Scheduled Backlog | $ | 254,471,978 | |||
Total backlog
Our total scheduled backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or optional orders. As of September 30, 2026, our total backlog, including both funded and unfunded amounts and excluding unscheduled option orders, was $254,471,978. We expect to recognize approximately 25.0% of the remaining performance obligations within the next 12 months and approximately 51.0% cumulatively within the next 24 months, with the remainder recognized thereafter.
Our backlog includes orders under contracts that in some cases extend for several years. Although these contracts may call for performance over a number of years, Congress generally appropriates funds for our clients on an annual basis. As a result, contracts are typically only partially funded at any point during their term, and some or all of the work to be performed may remain unfunded unless and until Congress makes subsequent appropriations and the procuring agency
allocates funding to the contract. As with all government contracts, there is no guarantee that our customers will receive future funding or exercise contract options in the out-years.
We cannot predict with certainty the portion of our backlog that will be recognized as revenue in any future period, and we cannot guarantee that we will recognize any revenue from our backlog. The primary risks that could affect our ability to recognize such revenue on a timely basis, or at all, include: program schedule changes, contract modifications, and our ability to assimilate and deploy new consulting staff against funded backlog; cost-cutting initiatives and other efforts to reduce U.S. Government (“USG”) spending, which could reduce or delay funding for orders for services; and delayed funding of our contracts resulting from delays in the completion of the USG budgeting process and the USG’s use of CRs to fund its operations.
The amount of our funded backlog is also subject to change due to, among other factors: changes in congressional appropriations reflecting shifts in USG policies or priorities resulting from military, political, economic, or international developments; changes in the USG contracting vehicles, and the provisions of those vehicles, used to procure our services; and adjustments to the scope of services under, or cancellation of, our contracts by the USG at any time.
In our recent experience, none of the following additional risks has had a material adverse effect on our ability to realize revenue from our backlog: the USG’s unilateral right to cancel multi-year contracts and related orders or to terminate existing contracts for convenience or default; in the case of unfunded backlog, the risk that funding will not be made available; and, in the case of priced options, the risk that our clients will not exercise those options.
In addition, our backlog includes orders under contracts for which the original period of performance has expired. We may not recognize revenue on the portion of funded backlog that includes such orders due to, among other reasons, the late submission of invoices by our subcontractors or the expiration of the underlying appropriated funds on a predetermined date, such as the end of the USG’s fiscal year.
We expect to recognize revenue from a substantial portion of our funded backlog within the next 24 months. However, given the uncertainties discussed above, we can give no assurance that we will convert our backlog into revenue in any particular period, if at all.
Liquidity and capital resources
Sources
We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our previous credit facilities, and in October, 2022, with an equity issuance through the listing of our common stock on the NYSE American LLC. As of September 30, 2026, we had $15,689,091 of cash on hand.
We did not undertake any equity or debt transactions during the nine months ended September 30, 2026. Our liquidity during the current period has been funded entirely through cash flows generated from operations.
We believe our existing cash provided by our ongoing operations, together with funds available from the transactions noted above, will be sufficient to meet our working capital, capital expenditures, and cash needs for the next 12 months and beyond.
Uses
Management believes that cash flows from operating activities and existing cash on hand will be sufficient to meet our anticipated cash requirements for at least the next twelve months. Our primary uses of cash include:
•Compensation and employee-related costs, which represent the substantial majority of our operating expenses;
•Subcontractor and other direct contract costs;
•Working capital requirements to support organic revenue growth and new contract ramp-up;
•Strategic acquisitions, which we continue to evaluate as part of our growth strategy; and
•Capital expenditures, which have historically been minimal given the labor-intensive nature of our business.
Shares of our common stock included in our public float as of November 4, 2026 was 95,023,801 which excludes 1,402,592 shares held by officers, directors, and affiliates.
Cash flows
The following tables present a summary of cash flows from operating, investing, and financing activities for the following comparative periods.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 1,065,657 | $ | (1,286,698) | $ | 2,352,355 | (183) | % | |||||||||||||||
| Net cash provided by (used in) investing activities | 77,052 | (74,711) | $ | 151,763 | NM | ||||||||||||||||||
| Net cash provided by (used in) financing activities | (338,396) | 6,924,699 | $ | (7,263,095) | (105) | % | |||||||||||||||||
| Change in cash | $ | 804,313 | $ | 5,563,290 | $ | (4,758,977) | (86) | % | |||||||||||||||
| NM - Not Meaningful | |||||||||||||||||||||||
Operating activities
Net cash provided by operating activities was $1,065,657 for the nine months ended September 30, 2026, compared to $(1,286,698) net cash used in for the nine months ended September 30, 2025. This increase in net cash provided by operating activities was primarily driven by a smaller increase in accounts receivable for the nine months ended September 30, 2026 due to collections on existing business.
Investing activities
Net cash provided by investing activities was $77,052 for the nine months ended September 30, 2026, compared to $(74,711) net cash used in for the nine months ended September 30, 2025. The increase in net cash provided by investing activities was primarily due to the cash received from the sale of Mainnerve Federal Services, Inc. dba MFSI Government Group.
Financing activities
Net cash used in financing activities was $(338,396), for the nine months ended September 30, 2026, compared to $6,924,699 net cash provided by financing activities for the nine months ended September 30, 2025. The increase in net cash used in financing activities was primarily due to the pay off of the related party note payable as detailed in Note 6, "Notes Payable - Related Party" in this Quarterly Report on Form 10-Q, as compared to the proceeds from the issuance of common stock and warrants issued in the public offerings in 2025.
Critical Accounting Policies and Estimates
A summary of our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year-ended December 31, 2025. There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year-ended December 31, 2025.
Principles of Consolidation
Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year-ended December 31, 2025. There have been no material changes to our principles of consolidation disclosed in our Annual Report on Form 10-K for the year-ended December 31, 2025.
Recently Issued Accounting Standards
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2025-06, which makes targeted updates to the accounting and disclosure requirements for internal-use software under Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The standard becomes effective for the
Company beginning in fiscal year 2029, including interim periods, and permits either prospective or retrospective adoption. We are currently assessing the impact on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose disaggregated information about specific categories of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) within relevant income statement expense captions, in interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. As clarified, the standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently assessing the impact on our financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of Topic 270, reorganizes interim disclosure requirements, and adds a principle requiring disclosure of events since the most recent annual reporting period that have a material impact on the Company. The standard is effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact on our interim financial statement disclosures.
Other accounting standards updates adopted and/or issued, but not effective until after September 30, 2026, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations, and/or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks include the following:
Interest rate and market risk
The Company has no debt obligations tied to the Prime Rate or the Secured Overnight Financing Rate.
Effects of inflation
U.S. inflation has begun to moderate after nearing a 40-year high in June 2022. Because costs rise faster than revenues during the early phase of inflation, we may need to give higher than normal raises to employees, start new employees at higher wages and/or have increased cost of employee benefits, but not be able to pass the higher costs through to the government due to competition and government pressures. Therefore, we may be adversely affected (i) with lower gross profit margins; (ii) by losing contracts which are lowest price technically acceptable where another bidder underbids the real rates and then has difficulty staffing the project; and (iii) by having difficulty maintaining our staff at current salaries. Given the long-term nature of the Company’s contracts, we may be unable to take sufficient action to mitigate inflationary pressures.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our CEO and CFO carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, our CEO and CFO concluded that our disclosure controls and procedures (as defined in Rules 13a- 15 (e) and 15d-15 (e) under the Exchange Act) were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II
Item 1. Legal Proceedings
As a commercial enterprise and employer, the Company and our subsidiaries are subject to threatened litigation and other legal actions in the ordinary course of business, including employee-related matters, inquiries, and administrative proceedings regarding our employment practices, technology, or other matters. Neither our Company nor any of our subsidiaries is a party to any legal proceeding that, individually or in the aggregate, we believe to be uncovered by insurance or otherwise material to our Company as a whole.
Item 1A. Risk Factors
In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we described in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 9, 2026 have affected or could materially adversely affect our business, prospects, operating results, and financial condition. There have been no material changes to the risk factors disclosed in Part I, Item 1A, ‘Risk Factors,’ in our Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth below:
Low Trading Price of Our Common Stock Could Result in Its Suspension or Delisting From the NYSE American.
Our common stock was approved for listing on the NYSE American and began trading on October 13, 2022. The NYSE American's continued listing standards permit the exchange, under certain circumstances, to require a company whose common stock has traded at a low price per share for a substantial period of time to effect a reverse stock split to increase its trading price. If a company fails to comply with such a requirement within the time prescribed by the exchange, its common stock may be subject to suspension or delisting. We have not received any notification from the NYSE American requiring us to effect a reverse stock split in connection with the trading price of our common stock, but we may receive such a notification in the future.
In addition, on August 14, 2026, the SEC approved a rule change to the NYSE American's continued listing standards that, effective July 1, 2027, will require the exchange to immediately suspend trading in, and commence delisting proceedings with respect to, a listed security if its closing price is below $0.25 per share on any trading day. Under this rule, a company will not be entitled to follow the compliance procedures under Section 1009 of the NYSE American Company Guide with respect to a failure to satisfy this minimum trading price requirement, although the company will retain the right to appeal a delisting decision.
The closing price of our common stock has remained above $0.25 per share since December 4, 2024. However, if the closing price of our common stock falls below $0.25 per share on any trading day on or after July 1, 2027, our common stock will be subject to immediate suspension and the commencement of delisting proceedings, without the benefit of the compliance procedures otherwise available under Section 1009 of the NYSE American Company Guide for this type of deficiency. We may be unable to prevent or mitigate a decline in the trading price of our common stock. Any suspension or delisting of our common stock could reduce its liquidity and market price, limit our ability to raise capital through equity financings, and impair our ability to attract and retain investors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)Recent Sales of Unregistered Securities.
The Company had no recent sales of unregistered securities.
(b)Use of Proceeds from the Public Offering(s).
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarterly period ended September 30, 2026, no directors or officers adopted terminated
Item 6. Exhibits
The documents listed in this Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Form | File Number | Exhibit | Filing Date | ||||||||||||||||||||||||||||
| 2.1 | S-1 | 333-267249 | 2.5 | September 2, 2022 | ||||||||||||||||||||||||||||
| 2.2 | 8-K | 001-41526 | 2.1 | March 28, 2023 | ||||||||||||||||||||||||||||
| 3.1 | S-1 | 333-267249 | 3.1 | September 2, 2022 | ||||||||||||||||||||||||||||
| 3.2 | S-1/A | 333-267249 | 3.2 | October 4, 2022 | ||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-41526 | 3.1 | October 18, 2022 | ||||||||||||||||||||||||||||
| 3.4 | 8-K | 001-41526 | 3.1 | April 6, 2023 | ||||||||||||||||||||||||||||
| 4.1 | S-1 | 333-267249 | 4.1 | September 2, 2022 | ||||||||||||||||||||||||||||
| 4.2 | S-1 | 333-267249 | 4.4 | September 2, 2022 | ||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-41526 | 4.1 | March 18, 2025 | ||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-41526 | 4.1 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.1 | S-1 | 333-267249 | 10.8 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.2+ | S-8 | 333-296389 | 10.1 | June 1, 2026 | ||||||||||||||||||||||||||||
| 10.3+ | S-8 | 333-290331 | 10.1 | September 17, 2025 | ||||||||||||||||||||||||||||
| 10.4+ | S-1 | 333-267249 | 10.1 | September 02, 2022 | ||||||||||||||||||||||||||||
| 10.5+ | 8-K | 001-41526 | 10.1 | March 28, 2023 | ||||||||||||||||||||||||||||
| 10.6+ | 8-K | 001-41526 | 10.2 | March 28, 2023 | ||||||||||||||||||||||||||||
| 10.7+ | 8-K | 001-41526 | 10.1 | July 3, 2024 | ||||||||||||||||||||||||||||
| 10.8 | S-1 | 333-267249 | 10.15 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.9 | S-1 | 333-267249 | 10.16 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.10++ | 8-K | 001-41526 | 10.25 | February 28, 2025 | ||||||||||||||||||||||||||||
| 10.11 | 8-K | 001-41526 | 10.1 | March 18, 2025 | ||||||||||||||||||||||||||||
| 10.12 | 8-K | 001-41526 | 10.2 | March 18, 2025 | ||||||||||||||||||||||||||||
| 10.13 | 8-K | 001-41526 | 10.3 | March 18, 2025 | ||||||||||||||||||||||||||||
| 10.14+ | 8-K | 001-41526 | 10.2 | April 4, 2025 | ||||||||||||||||||||||||||||
| 10.15 | 8-K | 001-41526 | 10.1 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.16 | 8-K | 001-41526 | 10.2 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.17 | 8-K | 001-41526 | 10.3 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.18++ | 10-K | 001-41526 | 10.19 | March 9, 2026 | ||||||||||||||||||||||||||||
| 10.19++ | 10-K | 001-41526 | 10.20 | March 9, 2026 | ||||||||||||||||||||||||||||
| 10.20+ | 8-K | 001-41526 | 10.1 | July 1, 2026 | ||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||||||||
| 32.1* | ||||||||||||||||||||||||||||||||
| 32.2* | ||||||||||||||||||||||||||||||||
| 101 | The following financial information from Castellum, Inc.'s Quarterly Report on Form 10-Q for the year ended September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, and (v) Notes to the Consolidated Financial Statements. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
_______________________
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
+ Management contract or compensatory plan.
++ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. The Company will furnish supplementally an unredacted copy of such exhibit to the SEC or its staff upon its request.
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 thereunto duly authorized.
Date: November 5, 2026 | CASTELLUM, INC. | ||||
| /s/ Glen R. Ives | |||||
| Glen R. Ives | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
| /s/ David T. Bell | |||||
| David T. Bell | |||||
| Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Glen R. Ives, Chief Executive Officer of Castellum, Inc. (the “Company”), certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2026;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
November 5, 2026
/s/ Glen R. Ives | |||||
| Glen R. Ives | |||||
| Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, David T. Bell, Chief Financial Officer of Castellum, Inc. (the “Company”), certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2026;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
November 5, 2026
/s/ David T. Bell | |||||
| David T. Bell | |||||
| Chief Financial Officer | |||||
(Principal Financial Officer and Principal Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Castellum, Inc. (the “Company”) for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Glen R. Ives, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 5, 2026
| /s/ Glen R. Ives | |||||
| Glen R. Ives | |||||
| Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Castellum, Inc. (the “Company”) for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, David T. Bell, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 5, 2026
/s/ David T. Bell | |||||
| David T. Bell | |||||
| Chief Financial Officer | |||||
(Principal Financial Officer and Principal Accounting Officer) | |||||