Castellum authorizes stock buyback of up to $6M
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Form Type
8-K
Rhea-AI Filing Summary
Castellum, Inc. (CTM) announced that its board authorized repurchases of up to $6.0 million of common stock, effective November 12, 2026, over a 12-month period. The company expects to fund repurchases with available cash, which totaled $15.7 million as of September 30, 2026.
Repurchases may be made through open-market purchases, privately negotiated transactions or other legally permissible methods, including trading plans established under Rule 10b5-1. They are expected to be conducted in accordance with Rule 10b-18 requirements. Timing and amounts depend on market conditions, share price, available liquidity and other capital allocation considerations. The program does not obligate Castellum to repurchase shares and may be modified, suspended or discontinued at any time.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Repurchase authorization: Up to $6.0 million
Program period: 12 months
Available cash: $15.7 million
+1 more
4 metrics
Repurchase authorization
Up to $6.0 million
Common stock repurchases
Program period
12 months
Commencing November 12, 2026
Available cash
$15.7 million
As of September 30, 2026; expected funding source for repurchases
Program effective date
November 12, 2026
Share repurchase program
Key Terms
Rule 10b-18, Rule 10b5-1, privately negotiated transactions
3 terms
Rule 10b-18 regulatory
"in accordance with the requirements of Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"trading plans established under Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
privately negotiated transactions financial
"open-market purchases, privately negotiated transactions"
Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much stock did CTM authorize itself to repurchase?
Castellum authorized repurchases of up to $6.0 million of common stock over a 12-month period beginning November 12, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 9, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(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 | ||||||||||||
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 8.01 Other Events.
On November 9, 2026, Castellum, Inc. (the "Company") issued a press release announcing a $6.0 Million share repurchase program (the "Repurchase Plan") pursuant to which the Company may repurchase up to $6.0 million of its outstanding common stock over a 12-month period commencing on November 12, 2026. The Repurchase Plan provides that repurchases may be effected from time to time through open-market purchases, privately negotiated transactions or other means, subject to market conditions, applicable legal requirements and other relevant factors.
Repurchases are expected to be conducted in accordance with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including applicable volume, timing, price and broker-dealer limitations.
The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Title | ||||
| 99.1 | Press Release dated November 9, 2026 | ||||
| 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: November 10, 2026 | By: | /s/ Glen R. Ives | |||||||||||||||
| Name: | Glen R. Ives | ||||||||||||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||||||||||||||||
Exhibit 99.1
Castellum Announces $6.0 Million Share Repurchase Program
Authorization Reflects Confidence in Long-Term Growth Strategy and Commitment to Enhancing Shareholder Value
VIENNA, Va., November 9, 2026 (GLOBE NEWSWIRE) – Castellum, Inc. (NYSE-American: CTM) (“Castellum,” “CTM,” or the “Company”), a defense tech services and solutions provider focused on the federal government, today announced that its Board of Directors has authorized a share repurchase program of up to $6.0 million of the Company's common stock over the next 12 months, effective November 12, 2026.
The program complements Castellum's ongoing investments in organic growth and strategic acquisitions. The Company expects to fund share repurchases with available cash, which totaled $15.7 million as of September 30, 2026.
Glen Ives, President and Chief Executive Officer of Castellum, said, “This authorization reflects the Board’s confidence in Castellum’s current business and long-term growth prospects. We believe our current share price does not fully reflect the progress we’ve made in strengthening the business or the opportunities ahead. With a strong balance sheet and no debt, we have the flexibility to continue investing in organic growth and strategic acquisitions while opportunistically repurchasing shares to create long-term shareholder value.”
Under the program, Castellum may repurchase shares from time to time through open-market purchases, privately negotiated transactions, or other legally permissible methods, including pursuant to trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and amount of any repurchases will depend on market conditions, share price, available liquidity, and other capital allocation considerations.
The program does not obligate Castellum to repurchase any specific number or dollar amount of shares and may be modified, suspended, or discontinued at any time.
About Castellum, Inc.
Castellum, Inc. (NYSE-American: CTM) is a defense tech services and solutions provider focused on leveraging the power of information technology to help solve our Nation’s most pressing national security challenges. CTM provides U.S. government and commercial clients with cybersecurity, software development, systems engineering, information / electronic warfare, program support, and data analytics services. It also offers subject matter expertise in artificial intelligence / machine learning, 5G technologies, model-based systems engineering, program management, information assurance, intelligence analysis, and CMMC compliance. In addition to constantly innovating and
enhancing its organic capabilities, Castellum is executing strategic acquisitions of firms that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients. For more information visit: https://castellumus.com.
Forward-Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company's expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as "estimate," "project," "believe," "anticipate," "shooting to," "intend," "in a position," "looking to," "pursue," "positioned," "will," "likely," "would," or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company's expectations for revenue growth, new customer opportunities, improvements to cost structure, and profitability. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company's control, that could cause actual results to differ (sometimes materially) from the results expressed or implied in the forward-looking statements, including, among others: the Company's ability to continue to grow and execute on its total backlog and qualified pipeline and compete against new and existing competitors; its ability to effectively integrate and grow its acquired companies; its ability to identify additional acquisition targets and close additional acquisitions; and the Company's ability to maintain the listing of its common stock on the NYSE American LLC. For a more detailed description of these and other risk factors, please refer to the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission ("SEC") which can be viewed at www.sec.gov. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or the future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. The Company expressly disclaims any intent or obligation to update any of the forward-looking statements made in this release or in any of its SEC filings except as may be otherwise stated by the Company.
Contacts:
Castellum, Inc.
1934 Old Gallows Road, Suite 350
Vienna, VA 22182
Investor Relations:
The Equity Group
Lena Cati
(212) 836-9611
lena.cati@theequitygroup.com
Val Ferraro
(212) 836-9633
val.ferraro@theequitygroup.com