Castellum (NYSE: CTM) details executive resignation, new General Counsel and MDA SHIELD awards

Rhea-AI Filing Summary

Castellum, Inc. reported leadership changes and contract news. Jay O. Wright resigned as Executive Vice-President Strategy, General Counsel, Secretary, and as a member of the Board of Directors, effective at the end of December 31, 2025. The company states there was no dispute between Mr. Wright and Castellum related to his resignation.

Effective January 1, 2026, Senior Counsel Tammy L. Martin will become General Counsel and Secretary, providing continuity in the company’s legal leadership. Castellum also announced the award of multiple Missile Defense Agency SHIELD IDIQ contracts in a December 8, 2025 press release, and issued a separate December 9, 2025 press release containing a letter to shareholders, both of which are attached as exhibits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

CASTELLUM, INC.

(Exact name of Registrant as specified in its charter)

Nevada

001-41526

27-4079982

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1934 Old Gallows Road, Suite 350

Vienna, VA 22182

(Address of principal executive offices, including zip code)

(703) 752-6157

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)).

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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. ☒

Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

Jay O. Wright resigned his positions as Executive Vice-President Strategy, General Counsel, and Secretary, as well as a member of the Board of Directors of Castellum, Inc. (the "Company"), effective at the end of day on December 31, 2025. There was no dispute between Mr. Wright and the Company.

Effective January 1, 2026 the Company has appointed Tammy L. Martin, the Company's Senior Counsel, as General Counsel and Secretary.

Item 8.01 Other Events

On December 8, 2025, the Company issued a press release announcing the award of multiple missile defense agency shield IDIQ contracts. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 9, 2025, the Company issued a press release which contained a letter to its shareholders. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Exhibit Title
99.1			Press Release dated December 8, 2025
99.2			Press Release dated December 9, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CASTELLUM, INC.

Date: December 9, 2025

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)

FAQ

What leadership changes did Castellum, Inc. (CTM) announce in this 8-K?

Castellum, Inc. announced that Jay O. Wright resigned as Executive Vice-President Strategy, General Counsel, Secretary, and as a member of the Board of Directors, effective at the end of December 31, 2025. The company also stated there was no dispute between Mr. Wright and Castellum related to his resignation.

Who will be the new General Counsel and Secretary of Castellum, Inc. (CTM)?

Effective January 1, 2026, Castellum has appointed Tammy L. Martin, the company’s Senior Counsel, as General Counsel and Secretary, succeeding Jay O. Wright in those officer roles.

What contract-related news did Castellum, Inc. (CTM) disclose?

On December 8, 2025, Castellum issued a press release announcing the award of multiple Missile Defense Agency SHIELD IDIQ contracts. The full text of this contract-related press release is attached as Exhibit 99.1 to the report.

What shareholder communication did Castellum, Inc. (CTM) reference?

On December 9, 2025, Castellum released a press release containing a letter to shareholders. This shareholder letter press release is included with the report as Exhibit 99.2.

Does the Castellum, Inc. (CTM) 8-K mention any dispute with the departing executive?

The company explicitly states that there was no dispute between Jay O. Wright and Castellum in connection with his resignation from his executive roles and the Board of Directors.

Which officer signed this Castellum, Inc. (CTM) 8-K report?

The report was signed on behalf of Castellum, Inc. by Glen R. Ives, who is identified as Chief Executive Officer and Principal Executive Officer.