Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2025, the end of the period covered by this Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The rules define internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, 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.
Internal control over financial reporting is subject to inherent limitations. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Attestation Report of the Registered Public Accounting Firm
Pursuant to rules of the SEC that permit us to provide only our management’s report in this Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Form 10-K.
Item 9B. Other Information
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c ) of Regulation S-K) during the year ending December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Certain information required in Part III is omitted from this report but is incorporated herein by reference from our Proxy Statement for the 2026 Annual Meeting of Stockholders (as amended or supplemented, the “2026 Proxy Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 of this Annual Report on Form 10-K (“Form 10-K”) is incorporated herein by reference to our 2026 Proxy Statement.
Item 11. Executive Compensation
The information required by this Item 11 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 of this Form 10K is incorporated herein by reference to our 2026 Proxy Statement.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K (“Form 10-K”):
(1) Consolidated Financial Statements
The consolidated financial statements are filed as part of this Form 10-K under “Item 8. Financial Statements and Supplementary Data.”
(2) Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Part II, Item 8., Financial Statements and Supplementary Data.”
(3) Exhibits
The documents listed in the following Exhibit Index of this Form 10-K are incorporated herein by reference or are filed with this Form 10-K, 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 Agreement and Plan of Merger dated August 12, 2021, by and among Registrant, KC Holdings Company, Inc., Specialty Systems, Inc., and the Stockholders named herein
S-1 333-267249 2.5 September 2, 2022
2.2 Agreement and Plan of Merger dated as of March 22, 2023 by and among Castellum, Inc., GTMR Merger Sub., Inc., Global Technology and Management Resources, Inc. (“GTMR”), the stockholders of GTMR, and James Morton, as the representative of the stockholders
8-K 001-41526 2.1 March 28, 2023
3.1 Amended and Restated Articles of Incorporation of Registrant
S-1 333-267249 3.1 September 2, 2022
3.2 Amended and Restated Bylaws of Registrant
S-1/A 333-267249 3.2 October 4, 2022
3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
8-K 001-41526 3.1 October 18, 2022
3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
8-K 001-41526 3.1 April 6, 2023
4.1 Form of Warrant to Purchase Common Stock of Registrant
S-1 333-267249 4.1 September 2, 2022
4.2 Common Stock Purchase Warrant dated April 4, 2022, by and between Registrant and Crom Cortana Fund LLC
S-1 333-267249 4.4 September 2, 2022
4.3 Form of Warrant to Purchase Common Stock of Registrant
8-K 001-41526 4.1 March 18, 2025
4.4 Form of Warrant to Purchase Common Stock of Registrant
8-K 001-41526 4.1 June 13, 2025
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10.1 Business Acquisition Agreement dated February 11, 2022, by and between Registrant and Lexington Solutions Group, LLC
S-1 333-267249 10.8 September 2, 2022
10.2+ Registrant’s Sec ond Amended 2021 Stock Incentive Plan
S-8
333-284205
10.1 September 17, 2025
10.3+
Registrant ’ s 2025 Employee Stock Purchase Plan
S-8
333-284205
10.1 September 17, 2025
10.4+
Form of Stock Option Agreement
S-1 333-267249 10.1 September 2, 2022
10.5+
Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc.
8-K 001-41526 10.1 March 28, 2023
10.6+
Form of Restrictive Covenant Agreement, by and among ____, individually, in favor of and for the benefit of Global Technology and Management Resources, Inc. and Castellum, Inc.
8-K 001-41526 10.2 March 28, 2023
10.7+
Employment Agreement dated July 1, 2024 by and between the Registrant and Glen R. Ives
8-K 001-41526 10.1 July 3, 2024
10.8 Lease Agreement dated January 11, 2018, between LTD Realty Investment, IV, LP, and Specialty Systems, Inc.
S-1 333-267249 10.15 September 2, 2022
10.9 Form of Director Agreement
S-1 333-267249 10.16 September 2, 2022
10.10 Letter Agreement dated February 22, 2024 by and between Registrant and Emil Kaunitz
8-K 001-41526 10.9 February 22, 2024
10.11++
Contract No. N0017819D7718 effective January 2, 2019 between Global Technology Management Services, Inc. and SeaPort NxG
8-K 001-41526 10.25 February 28, 2025
10.12 Form of Securities Purchase Agreement by and between Registrant and certain investors
8-K 001-41526 10.1 March 18, 2025
10.13 Placement Agency Agreement dated March 16, 2025 by and between Registrant and Maxim Group LLC
8-K 001-41526 10.20 March 18, 2025
10.14 Warrant Agent Agreement dated March 17, 2025 by and between Registrant and Nevada Agency and Transfer Company
8-K 001-41526 10.3 March 18, 2025
10.15+
Amendment dated April 3, 2025 to Employment Agreement dated July 1, 2024 with Glen R. Ives
8-K 001-41526 10.2 April 4, 2025
10.16 Form of Securities Purchase Agreement by and between Registrant and certain investors
8-K 001-41526 10.1 June 13, 2025
10.17 Placement Agency Agreement dated June 12, 2025 by and between Registrant and Maxim Group LLC
8-K 001-41526 10.2 June 13, 2025
10.18 Warrant Agency Agreement dated June 13, 2025 by and between Registrant and Nevada Agency and Transfer Company
8-K 001-41526 10.3 June 13, 2025
10.19*++
Delivery Order N0042125F3003 under C ontract No. N0017819D7718 effective February 27, 2025 between Glo bal Technology and Management Resources, Inc. and NAVAIR Aircraft Division Pax River
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10.20*++
Delivery Order N6833525F3003 under Contract No. N0017819D7718 effective September 18 , 2025 between Global Technology and Management Resources, Inc. and NAVAIR Aircraft Division Lakehurst
14.1 Code of Ethics and Business Conduct
S-1 333-267249 14.1 September 2, 2022
19.1* Insider Trading Policy
21.1* List of Subsidiaries
23.1* Consent of Independent Registered Public Accounting Firm
24.1* Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1* Compensation Clawback Policy
101 The following financial information from Castellum, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 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 Form 10-K 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 Form 10-K, 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 Securities and Exchange Commission or its staff upon its request.
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(b) Financial statement schedules.
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
Item 16. Form 10-K Summary
None.
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S IGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
CASTELLUM, INC.
By : /s/ Glen R. Ives
Date: March 9, 2025
Glen R. Ives
Chief Executive Officer
(Principal Executive Officer)
Date: March 9, 2025
By: /s/ David T. Bell
David T. Bell
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glen R. Ives and David T. Bell, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Mark S. Alarie Director March 9, 2025
Mark S. Alarie
/s/ Bernard S. Champoux Chair, Director March 9, 2025
Bernard S. Champoux
/s/ John F. Campbell Director March 9, 2025
John F. Campbell
/s/ C. Thomas McMillen Director March 9, 2025
C. Thomas McMillen
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