ctm-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			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

CASTELLUM, INC.

(Exact Name of Registrant as Specified in Charter)


NEVADA			27-4079982
(STATE OF INCORPORATION)			(I.R.S Employer I.D.)

1934 Old Gallows Road, Suite 350, Vienna, VA 22182

(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
Common Stock, par value $0.0001 per share	CTM	NYSE American LLC

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
			Non-accelerated filer x			Smaller reporting company x
						Emerging growth company x

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 August 5, 2026
Common Stock, par value $0.0001 per share			94,781,286

Table of Contents

CASTELLUM, INC.

FORM 10-Q

For the Quarter Ended June 30, 2026

INDEX


PART I			5
Item 1. Unaudited Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29
PART II			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
Signatures			35

Table of Contents

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;

Table of Contents

•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.

Table of Contents

Part I

Item 1. Unaudited Consolidated Financial Statements

Castellum, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	June 30, 2026		December 31, 2025
	(unaudited)
Assets
Current Assets:
Cash	$	16,865,160	$	14,884,778
Accounts receivable, net	7,146,578		8,180,180
Contract asset	—		568,705
Due from buyer	55,916		58,207
Prepaid income taxes	252,896		153,153
Prepaid expenses and other current assets	802,226		800,671
Total current assets	25,122,776		24,645,694
Fixed assets, net	218,112		231,136
Non-Current Assets:
Due from buyer, net of current portion	8,320		77,259
Right of use asset - operating lease	938,005		800,069
Investment in joint ventures/captive insurance entity	100,250		100,250
Intangible assets, net	4,762,510		5,371,602
Goodwill	10,676,834		10,676,834
Total non-current assets	16,704,031		17,257,150
Total Assets	$	41,826,807	$	41,902,844
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	2,019,079	$	1,904,962
Accrued payroll and payroll related expenses	2,954,048		2,761,998
Current portion of lease liability – operating leases	351,287		270,868
Derivative liability	10,000		262,000
Notes payable, related party	—		400,000
Total current liabilities	5,334,414		5,599,828
Non-Current Liabilities
Lease liability – operating leases, net of current portion	607,621		550,219
Total non-current liabilities	607,621		550,219
Total Liabilities	$	5,942,035	$	6,150,047
Stockholders' Equity
Preferred stock, 50,000,000 shares authorized
Series A Preferred stock, par value $0.0001; 10,000,000 shares authorized; 5,875,000 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	588		588
Series C Preferred stock, par value $0.0001; 10,000,000 shares authorized; 570,000 and 570,000 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	57		57
Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,698,939 and 94,612,750 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	9,470		9,461
Additional paid in capital	93,894,384		92,330,909
Accumulated deficit	(58,019,727)		(56,588,218)
Total stockholders' equity	35,884,772		35,752,797
Total Liabilities and Stockholders' Equity	$	41,826,807	$	41,902,844

See notes to unaudited consolidated financial statements.

Table of Contents

Castellum, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	13,864,676	$	14,024,090	$	28,156,637	$	25,688,455

Cost of Revenues	9,145,257		8,963,643		18,374,997		16,073,392

Gross Profit	4,719,419		5,060,447		9,781,640		9,615,063

Operating Expenses
Indirect costs	2,399,115		2,216,730		4,860,255		4,602,274
Overhead	545,009		497,307		1,189,365		1,010,231
General and administrative	2,869,387		2,729,933		5,524,109		5,872,088


Total operating expenses	5,813,511		5,443,970		11,573,729		11,484,593

Loss From Operations Before Other Income	(1,094,092)		(383,523)		(1,792,089)		(1,869,530)

Other Income (Expense)


Gain from change in fair value of derivative liability	—		16,000		252,000		517,000


Interest income (expense), net	104,444		(30,357)		205,843		(141,121)


Total other income (expense)	104,444		(14,357)		457,843		375,879

Loss Before Income Taxes and Preferred Stock Dividends	(989,648)		(397,880)		(1,334,246)		(1,493,651)

Income tax (expense) benefit	(36,949)		75,773		(43,625)		1,497

Net Loss	(1,026,597)		(322,107)		(1,377,871)		(1,492,154)
Less: preferred stock dividends	26,819		26,820		53,639		53,804
Net Loss To Common Shareholders	$	(1,053,416)	$	(348,927)	$	(1,431,510)	$	(1,545,958)

Net Loss Per Share - Basic And Diluted	$	(0.01)	$	—	$	(0.02)	$	(0.02)

Weighted Average Shares Outstanding - Basic And Diluted	94,697,992		87,144,174		94,655,606		83,809,130

See notes to unaudited consolidated financial statements.

Table of Contents

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	5,875,000	$	588	—		$	—	770,000	$	77	77,076,129	$	7,707	$	74,256,138	$	(54,082,484)	$	20,182,026

Stock-based compensation - options	—	—		—		—		—	—		—	—		1,179,207		—		1,179,207
Stock options exercised	—	—		—		—		—	—		110,028	11		(11)		—		—
Sale of common stock, net of filing fees	—	—		—		—		—	—		4,500,000	450		3,995,478		—		3,995,928
Warrants exercised	—	—		—		—		—	—		4,225,717	423		1,936,178		—		1,936,601
Preferred stock conversion to common stock	—	—		—		—		(200,000)	(20)		125,000	13		8		—		1
Net loss for the period	—	—		—		—		—	—		—	—		—		(1,197,031)		(1,197,031)

Balance - March 31, 2025	5,875,000	$	588	—		$	—	570,000	$	57	86,036,874	$	8,604	$	81,366,998	$	(55,279,515)	$	26,096,732

Stock-based compensation - options	—	—		—		—		—	—		—	—		640,021		—		640,021
Stock options exercised	—	—		—		—		—	—		—	—		—		—		—
Sale of common stock, net of filing fees	—	—		—		—		—	—		4,166,667	416		4,469,990		—		4,470,406
Warrants exercised	—	—		—		—		—	—		610,543	61		639,709		—		639,770

Balance sheet reclassification adjustment	—	—		—		—		—	—		—	—		274,500		—		274,500
Net loss for the period	—	—		—		—		—	—		—	—		—		(348,927)		(348,927)

Balance - June 30, 2025	5,875,000	$	588	—		$	—	570,000	$	57	90,814,084	$	9,081	$	87,391,218	$	(55,628,442)	$	31,772,502

Balance - December 31, 2025	5,875,000	$	588	—		$	—	570,000	$	57	94,612,750	$	9,461	$	92,330,909	$	(56,588,218)	$	35,752,797

Stock-based compensation - options	—	—		—		—		—	—		—	—		767,937		—		767,937



Net loss for the period	—	—		—		—		—	—		—	—		—		(378,093)		(378,093)

Balance - March 31, 2026	5,875,000	$	588	—		$	—	570,000	$	57	94,612,750	$	9,461	$	93,098,846	$	(56,966,311)	$	36,142,641

Stock-based compensation - options	—	—		—		—		—	—		—	—		756,383		—		756,383
Employee stock purchase plan	—	—		—		—		—	—		86,189	9		39,155		—		39,164
Net loss for the period	—	—		—		—		—	—		—	—		—		(1,053,416)		(1,053,416)

Balance - June 30, 2026	5,875,000	$	588	$	—	$	—	570,000