Castellum, Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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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 |
| 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 Second 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 Contract No. N0017819D7718 effective February 27, 2025 between Global Technology and Management Resources, Inc. and NAVAIR Aircraft Division Pax River | ||||
| 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.
(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.
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