What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-03-11 · 64 added, 72 removed, 170 unchanged (44% of the section changed)

Castellum is focused on building a large, successful technology company in the areas of cybersecurity, IT, electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets.

Castellum is focused on building a large, successful technology services, solutions, and products company in the areas of cybersecurity, IT, electronic warfare, information warfare, system modernization, and information operations with businesses in the defense, federal, civilian, and commercial markets.

Services include intelligence analysis, software development, software engineering, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”).

These services are applicable to customers in the United States (“U.S.”) government (“USG”), financial services, healthcare, and other users of large data applications.

These services are applicable to customers in the United States (“U.S.”) government (“USG”), financial services, legal, and other users of large data applications.

They can be delivered to on-premises enclaves or customers who rely upon cloud-based infrastructures.

The Company has worked with multiple business brokers and contacts within their business network to identify potential acquisitions.

Due to our success in completing seven acquisitions over the previous five years and given our executive officers’ and key managers’ networks of contacts in the IT, telecom, cybersecurity, and defense sectors, we believe that we are well positioned to continue to execute our business strategy.

The Company routinely works with multiple 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 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 approxima tely $635 million as of December 31, 2024.

The Opportunity Pipeline represents the revenue opportunity for the Company from potential future contracts obtained throug h organic growth from qualified customers based on the expected base year contract value plus the value of all option periods.

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.

Our primary customers are currently agencies and departments of the USG.

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Castellum transforms how government does business.

We modernize enterprise and agency-unique applications, enterprise infrastructure, and business processes to enhance productivity and increase user satisfaction.

We use data analytics and visualization to provide insights and outcomes that optimize our customer’s operations.

• Command, Control, Communications, and Computer Intelligence Surveillance Reconnaissance (“C4ISR”), Cyber & Space.

We modernize enterprise and agency-unique applications, enterprise infrastructure, and business processes to enhance productivity, security, and increase user satisfaction.

We transform data into actionable intelligence through advanced analytics and visualization, enabling our customers to improve performance and operational efficiency.

• Command, Control, Communications, and Computer (“C4”) Intelligence Surveillance Reconnaissance (“C4ISR”), Cyber & Space.

Castellum helps ensure information superiority by delivering multi-domain C4 technology and networks.

Our software-defined, full-spectrum cyber, electronic warfare, and C-UAS solutions provide electromagnetic spectrum advantage and deliver precision effects against national security threats.

We are at the forefront of developing technologies that meet the challenges of 5G wireless communications both on and off the battlefield, millimeter wave, and the use of lasers for free space optical communications and long-range sensing.

Our software-defined, full-spectrum cyber, electronic warfare, and Counter-Unmanned Aircraft Systems solutions provide electromagnetic spectrum advantage and deliver precision

effects against national security threats.

We are at the forefront of developing policies that meet the challenges of 5G wireless communications both on and off the battlefield, millimeter wave, and the use of lasers for free space optical communications and long-range sensing.

We support the development, qualification and deployment of specialty ISR sensors on military and commercial UAVs and aircraft.

We independently test and/or evaluate complex ISR systems at our facilities.

• Engineering Services.

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Our platform-agnostic, mission-first approach ensures optimal performance, so our nation’s forces can overmatch our adversaries.

• Enterprise IT.

We also specialize in Interactive Electronic Technical Manual (“IETM”) technical publication development with colorized graphics and interactive wiring diagrams with circuitry illumination.

• IT Services.

Castellum amplifies efficiency with unmatched expertise and next-generation technology.

We design, implement, protect, and manage secure enterprise IT solutions for the U.S.

federal, state, and local agencies to optimize efficiency, enhance performance, and ensure end-user satisfaction.

We design, implement, protect, and manage secure enterprise IT solutions for the USG, state, and local agencies to optimize efficiency, enhance performance, and ensure end-user satisfaction.

We implement Agile and DevSecOps methodologies supporting rapid, secure, and continuous delivery of mission-critical capabilities.

We offer Risk Management Framework and Accreditation support services to obtain and maintain systems’ Authority to Operate (“ATO”).

• Mission support.

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We perform advanced data analytics on litigation data in support of the Department of Justice (“DOJ”).

Lastly, through the Company’s IW/IO operations, Castellum provides key services to governments of other nations.

International Presence .

We currently support and have previously supported international clients in Australia and other foreign countries and believe that future opportunities for providing our services internationally are growing given current nominal levels of global spending on defense and the continued rising threat from cybersecurity breaches.

Deep-Seated Government Relationships .

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Complementary Product and Service Offerings .

We have strategic business relationships with several companies associated with the information technology (“IT”) industry which have business objectives compatible with ours and offer complementary products and services.

We intend to continue development of these kinds of relationships wherever they support our growth objectives.

Some of these business relationships have ultimately led to Castellum acquiring the teaming partner firm.

Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Executive Vice-President of Strategy and General Counsel and other executive officers, and other key managers.

We have strategic business relationships with several companies associated with the IT and defense industry which have business objectives compatible with ours and offer complementary products and services.

We continue to develop these types of relationships wherever they support our growth objectives.

Some of these business relationships may lead to Castellum acquiring the teaming partner firm.

Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and General Counsel, and other key managers.

We employ business development, capture, and proposal writer professionals who identify and qualify major contract opportunities, primarily in the USG market and submit bids for those opportunities.

Much of our business is won through submission of formal competitive bids.

Government and commercial customers typically base their decisions regarding contract awards on their assessment of the quality of past performance, compliance with proposal requirements, price, and other factors.

Government customers typically base their decisions regarding contract awards on their assessment of the quality of past performance, compliance with proposal requirements, price, and other factors.

The terms, conditions, and form of government contract bids, however, are in most cases specified by the customer.

In situations in which the customer-imposed contract type and/or terms appear to expose us to inappropriate risk or do not offer us a sufficient financial return, we may seek alternative arrangements or opt not to bid for the work.

In situations in which the customer-imposed contract type and/or terms appear to expose

us to inappropriate risk or do not offer us a sufficient financial return, we may seek alternative arrangements or opt not to bid for the work.

Essentially all contracts with the USG, and many contracts with other government entities, permit the government customer to terminate the contract at any time for the convenience of the government or for default by the contractor.

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We generated $16,987,361 (32%), $24,483,023 (55%), and $25,631,786 (57%) of our total revenues from T&M contracts in the years ended December 31, 2025, 2024, and 2023, respectively.

In the year ending December 31, 2024, the top three revenue-producing contracts, some of which consist of multiple task orders, accounted for forty-nine percent (49%) of our revenue, or $21,972,589.

Each of those contracts is associated with the Company’s areas of core expertise, as follows:

(i) an annual contract with Naval Air Systems Command (“NAVAIR”) that contains multiple renewal options is a CPFF contract covering systems engineering, design/software engineering, and development expertise where the Company has developed software that manages the aircraft launch and recovery operations on aircraft carriers, (ii) an annual contract with Peraton, Inc.

with multiple renewal option periods is a T&M contract which supports the cyber and Electronic Warfare (“EW”) work done at the Army Staff Level, and (iii) an annual contract with Naval Sea Systems Command (“NAVSEA”) that contains multiple renewal options is a CPFF contract covering engineering and technical services for the analysis, design, prototyping, test and evaluation, integration, project management, implementation, and documentation of various C4ISR sensor systems and subsystems for the U.S.

In the year ending December 31, 2025, the top three revenue-producing contracts, some of which consist of multiple task orders, accounted for fifty-four percent (54%) of our revenue, or $28,341,498.

Each of those contracts is associated with the Company’s areas of core expertise.

• An annual contract with Naval Air Systems Command (“NAVAIR”) Naval Air Warfare Center Aircraft Division (“NAWCAD”) that contains multiple renewal options is a CPFF contract providing cyber engineering, systems engineering, design/software engineering, development, and sustainment expertise.

The Company is supporting a broad portfolio of mission-critical systems that enable carrier-based and expeditionary naval aviation operations for Aircraft Launch and Recovery Equipment.

• An annual contract with Special Missions Management of On-Site Services (“MOSS”) in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions is a CPFF contract which consists of multiple Intelligence, Surveillance, Reconnaissance, and Targeting (“ISR&T”) programs.

These programs include, but are not limited to, the Maritime Patrol and Reconnaissance Force Family of Systems, P-8A Research and Development, SM Platforms, Minotaur Family of Services, P-8A Increment 3, P-8A Foreign Military Sales, MQ-4C Triton Multiple Intelligence, Mobile Quick Look, ground & mission support stations, and future capabilities.

• An annual contract with Naval Sea Systems Command (“NAVSEA”) that contains multiple renewal options is a CPFF contract covering engineering and technical services for the analysis, design, prototyping, test and evaluation, integration, project management, implementation, and documentation of various C4ISR sensor systems and subsystems for the U.S.

Department of Defense (“DoD”).

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• Recruit and hire a world class workforce to execute on our growing backlog;

• Differentiate ourselves through our investment, including our strategic mergers and acquisitions which allow us to enhance our current capabilities and create new customer access points.

• Differentiate ourselves through our investments, including our strategic mergers and acquisitions which allow us to enhance our current capabilities and create new customer access points.

Political, Budgetary, and Regulatory Environment

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and globally, will continue to impact our customers’ budgets, spending, and priorities.

political environment may also impact defense budgets and priorities, issues related to the national debt, and government spending broadly and more specifically, the potential impact of the U.S.

DOGE Service Temporary Organization (“DOGE”) on government spending and terminating contracts for convenience.

We anticipate that issues related to budgetary priorities and defense spending levels, the debt ceiling, and the spending caps imposed by the Fiscal Responsibility Act of 2023 (“FRA”), particularly with respect to discretionary spending, will continue to be a subject of considerable debate, with a potentially significant impact on our programs and the Company.

Annual appropriations to fund the federal government for fiscal year 2025 have not yet been enacted.

The continuing resolution (“CR”) enacted on December 21, 2024, extends federal funding at fiscal year 2024 levels through March 14, 2025.

To prevent a government shutdown beyond this date, the U.S.

Congress (“Congress”) and the President must either pass a full-year fiscal year 2025 appropriations bills or another CR.

Government operations under an extended CR could have potential impacts on our programs and new contracts, in particular.

We continuously review our operations in an attempt to identify programs potentially at risk from CRs so that we can consider appropriate contingency plans.

We believe that less than 5% of our employees would be at risk due to a CR.

Our business depends on the U.S.

A shutdown could lead to furloughs within agencies like the DoD, resulting in payment delays, disruptions to existing contracts, and potential impacts on future orders and operations.

Additionally, the U.S.

Treasury Department may face operational and payment disruptions during fiscal year 2025 if it exhausts extraordinary measures after reaching the debt limit.

government discretionary spending for fiscal year 2024 and fiscal year 2025, including defense, is capped under the FRA.

If a CR remains in place on April 30, 2025, it will trigger a sequester under the FRA.

These uncertainties, along with broader macroeconomic effects, could materially impact our programs, contracts, financial position, results of operations, and cash flows.

political environment may also impact defense budgets

and priorities, issues related to the national debt, and government spending more broadly.

We anticipate that issues related to budgetary priorities and defense spending levels, the debt ceiling, and the spending caps, particularly with respect to discretionary spending, will continue to be a subject of considerable debate, with a potentially significant impact on our programs and the Company.

The majority of the U.S.

federal government is currently funded through September 30, 2026 pursuant to Public Law 119-75, the Consolidated Appropriations Act, 2026 (H.R.

7148), which provides full-year appropriations for most major federal agencies, including the Department of Defense.

Additional appropriations legislation enacted during fiscal year 2026 provided full-year funding for other federal agencies;

however, the Department of Homeland Security (“DHS”) received only temporary funding through February 13, 2026 under a continuing resolution, resulting in a partial federal government shutdown beginning February 14, 2026.

The Company currently does not maintain contracts with DHS.

The Presidential Administration (the “Administration”) has issued numerous executive orders affecting federal acquisition and defense procurement policies, including initiatives to modernize the Federal Acquisition Regulation (“FAR”), reform defense acquisition processes, and address contractor performance, production investment, and related incentive structures.

Certain executive orders remain subject to legal challenges, and the scope and timing of implementation remain uncertain.

Changes in executive policy, regulatory requirements, federal budget priorities, debt ceiling actions, or broader geopolitical and economic conditions could create a more challenging or costly operating environment and may materially impact defense spending generally and the Company’s programs specifically.

Acquisition Strategy

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(4) increases the geographic footprint of Castellum in order to offer more capability to existing or new clients;

(5) adds management talent to Castellum;

(5) adds a new product or solution to our offerings;

(6) adds technological capability in new areas which we believe are high growth potential;

and (7) fills a need within Castellum to be able to serve current customers such as adding a prime contract vehicle or the capability to win new prime contract vehicles.

In all cases, Castellum seeks acquisitions which are immediately accretive on a revenue, earnings before interest, depreciation, and amortization (“EBITDA”) and net income per share basis, as well as positive from a net present value perspective and which fit the culture of Castellum.

In all cases, Castellum seeks acquisitions which are immediately accretive on revenue, earnings before interest, depreciation, and amortization (“EBITDA”) and net income per share bases, as well as positive from a net present value perspective and which fit the culture of Castellum.

We provide expertise and technology to defense, intelligence, and civilian agencies of the U.S.

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Marine Corp, Special Operations, as well as other federal and civilian agencies.

We also serve state and local agencies and commercial clients, working to solve their hardest and most sophisticated cyber challenges, and currently support one international client.

We also serve state and local agencies and commercial clients, working to solve their hardest and most sophisticated cyber challenges.

Contract Backlog

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Priced contract options represent 100% of the revenue value of all future contract option periods under existing contracts that may be exercised at our clients’ option and for which funding has not been appropriated or otherwise authorized.

Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.

Our backlog does not include (1) contracts that have been awarded but are currently under protest and (2) any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.

We cannot predict with any certainty the portion of our backlog that we expect to recognize as revenue in any future period and we cannot guarantee that we will recognize any revenue from our backlog.

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The amount of our funded backlog is also subject to change, due to, among other factors:

changes in congressional appropriations that reflect changes in USG policies or priorities resulting from various military, political, economic, or international developments;

changes in U.S.

Congressional appropriations that reflect changes in USG policies or priorities resulting from various military, political, economic, or international developments;

changes in the use of USG contracting vehicles, and the provisions therein used to procure our services and adjustments to the scope of services, or cancellation of contracts, by the USG at any time.

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We know of no single competitor that is dominant in our fields of technology.

Key characteristics of our industry include long operating cycles and intense competition, which is evident through the number of competitors bidding on program opportunities and the number of competitor protests of U.S.

government procurement awards.

We have a small share of the addressable market for our solutions and services and intend to achieve growth and increase market share both organically and through strategic acquisitions.

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Some significant laws and regulations that affect us include the following:

• the Federal Acquisition Regulation (“FAR”) and agency regulations supplemental to FAR, which regulate the formation, administration, and performance of USG contracts;

• the FAR and agency regulations supplemental to FAR, which regulate the formation, administration, and performance of USG contracts;

• the False Claims Act, which imposes civil and criminal liability for violations, including substantial monetary penalties for, among other things, presenting false or fraudulent claims for payments or approval;

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• laws, regulations, and executive orders regulating the handling, use, and dissemination of personally identifiable information in the course of performing a USG contract;

• international trade compliance laws, regulations, and executive orders that prohibit business with certain sanctioned entities and require authorization for certain exports or imports in order to protect national security and global stability;

• laws, regulations, and executive orders governing organizational conflicts of interest that may restrict our ability to compete for certain USG contracts because of the work that we currently perform for the USG or may require that we take measures such as firewalling off certain employees or restricting their future work activities due to the current work that they perform under a USG contract;

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The USG may revise its procurement practices or adopt new contract rules and regulations at any time.

Internationally, we are subject to special USG laws and regulations (such as The Foreign Corrupt Practices Act of 1977 (the “FCPA”)), local government regulations and procurement policies and practices, including regulations relating to import-export control, investments, exchange controls, and repatriation of earnings, as well as varying currency, political, and economic risks.

ensure CMMC compliance, the Company has a senior executive on its management team whose responsibilities includes preparing the Company for CMMC certification.

investments, exchange controls, and repatriation of earnings, as well as varying currency, political, and economic risks.

To ensure CMMC compliance, the Company has a senior executive on its management team whose responsibilities includes preparing the Company for CMMC certification.

USG contracts are, by their terms, subject to termination by the USG either for convenience or default by the contractor.

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The success and growth of our business are significantly correlated with our ability to recruit, train, promote, and retain high quality people at all levels of the organization.

As of December 31, 2024, we employed 238 full and part-time employees with fifty-six percent (56%) of our employees holding degrees in science, technology, engineering, or mathematics fields, twenty-nine percent (29%) holding advanced degrees, and ninety-four percent (94%) of our employees holding security clearances.

We also retain 17 independent contractors.

As of December 31, 2025, we employed 244 full and part-time employees with fifty-eight percent (58%) of our employees holding degrees in science, technology, engineering, or mathematics fields, twenty percent (20%) holding advanced degrees, and ninety-seven percent (97%) of our employees holding security clearances.

We also retain nine independent contractors.

We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective bargaining arrangements.

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All employees are subject to contractual agreements that specify requirements on confidentiality and restrictions on working for competitors, as well as other standard matters.

Castellum considers benefits a critical tool for employee recruitment and retention.

Prior to acquiring Global Technology and Management Resources, Inc.

(“GTMR”) in March 2023, Castellum migrated all employees from their legacy benefits programs to the ADP Professional Employer Organization (“PEO”).

At the time of acquisition, GTMR employees remained under a separate legacy benefits program.

Ahead of our annual benefits open enrollment process in the second quarter of 2024, Castellum transitioned to one benefit model, consolidating all employees under a unified benefits plan covering dental, vision, life insurance, disability coverage, legal assistance, financial planning, and other comprehensive services, effective June 1, 2024.

In December 2024, we merged the company's 401(k) plans into a single plan.

Castellum considers employee benefits to be a critical component of its human capital strategy and its ability to attract, retain, and motivate highly qualified personnel in a competitive labor market.

The Company offers a comprehensive benefits program, including a 401(k) retirement plan with employer matching contributions and a suite of fully insured health and welfare benefits.

Management believes these programs promote employee engagement, support workforce stability, and contribute to operational effectiveness.

The Company periodically reviews its benefits offerings to ensure they remain competitive and aligned with employee needs and industry practices.

Available Information

The Company was incorporated in Nevada on September 30, 2010 under the name Passionate Pet, Inc.

and in January 2013, the Company changed its name to Firstin Wireless Technology, Inc.

In March 2015, the Company changed its name to BioNovelus, Inc.

On June 12, 2019, the Company acquired Bayberry Acquisition Corporation, a Nevada corporation (“Bayberry” and, as context requires, the “Bayberry Acquisition”).

On November 21, 2019, the Company acquired Corvus Consulting, LLC, (“Corvus”), a Delaware limited liability company.

On December 26, 2019, following our acquisition of Corvus, we changed our name from BioNovelus, Inc.

to Castellum, Inc.

Our principal executive offices are located at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182.

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Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our website www.castellumus.com / i nvestor-relations.html , as soon as reasonably practical after we electronically file the material with, or furnish it to, the SEC.

In addition, copies of our annual report will be made available, free of charge, upon written request.

In addition, copies of our annual report will be made available, free of charge, upon written

The SEC also maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding SEC registrants, including Castellum.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business