Castellum, Inc.

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.