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Castellum (NYSE: CTM) posts 23% Q1 revenue growth and ends quarter debt-free

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Castellum, Inc. reported strong first quarter 2026 results with revenue of $14.3 million, up 23% from $11.7 million a year earlier, driven by ramp-up of long-term contracts won in 2025. Gross profit rose to $5.1 million, while operating expenses declined, narrowing the net loss to $0.4 million from $1.2 million. Non-GAAP Adjusted EBITDA improved to $0.4 million from $0.08 million. The company ended March 31, 2026 with $15.8 million in cash, a record backlog of $273.3 million, a qualified pipeline of $938 million, and no long-term debt, positioning it to fund growth initiatives and pursue selective acquisitions.

Positive

  • Revenue growth and margin improvement: Q1 2026 revenue rose 23% to $14.3 million, gross profit increased to $5.1 million, and Non-GAAP Adjusted EBITDA improved to $0.4 million from $0.08 million, showing stronger operating performance.
  • Strengthened balance sheet: The company ended March 31, 2026 with $15.8 million in cash, no long‑term debt, and total stockholders’ equity of $36.1 million, reducing financial risk and supporting growth investment.
  • Robust backlog and pipeline: Total backlog reached a record $273.3 million and the qualified pipeline was $938 million, providing multi‑year revenue visibility and a large set of identified federal contract opportunities.

Negative

  • Continued net losses: Despite improvements, the company still reported a Q1 2026 net loss of $0.4 million and an accumulated deficit of $57.0 million, indicating it has not yet reached sustained profitability.

Insights

Castellum posted strong growth, improved profitability metrics, and removed long-term debt.

Castellum delivered Q1 2026 revenue of $14.3 million, a 23% increase versus Q1 2025, as new long‑term contracts ramped. Gross profit increased to $5.1 million, and Non‑GAAP Adjusted EBITDA rose to $0.4 million from $0.08 million, indicating better underlying operating performance.

The company reported a smaller net loss of $0.4 million compared with $1.2 million a year earlier, aided by higher revenue and lower general and administrative expenses. It also finished paying off remaining long-term debt, reducing interest expense and leaving a debt‑free balance sheet with $15.8 million in cash as of March 31, 2026.

Backlog reached a record $273.3 million and the qualified pipeline totaled $938 million, supporting visibility into future work. Management stated it currently expects to recognize approximately 16% of backlog over the next 12 months and 49% over 24 months, while pursuing organic growth, leveraging its CMMC Level 2 C3PAO certification, and selectively evaluating M&A.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 Revenue $14.3 million Three months ended March 31, 2026; up 23% vs. $11.7 million in Q1 2025
Q1 2026 Gross Profit $5.1 million Three months ended March 31, 2026; up from $4.6 million in Q1 2025
Q1 2026 Net Loss $0.4 million Three months ended March 31, 2026; improved from $1.2 million loss in Q1 2025
Q1 2026 Adjusted EBITDA $0.4 million Non-GAAP Adjusted EBITDA for three months ended March 31, 2026 vs. $0.08 million in 2025
Cash Balance $15.8 million Cash and cash equivalents as of March 31, 2026 vs. $14.9 million at December 31, 2025
Total Backlog $273.3 million Backlog as of March 31, 2026; record level cited by management
Qualified Pipeline $938 million Qualified pipeline of identified opportunities as of March 31, 2026
Total Assets $41.8 million Total assets as of March 31, 2026 on consolidated balance sheet
Adjusted EBITDA financial
"Adjusted EBITDA* was $0.4 million, compared to $0.08 million in Q1 2025."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
backlog financial
"Total backlog reached a record $273.3 million as of March 31, 2026, up from $265 million at December 31, 2025."
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
derivative liability financial
"Gain from change in fair value of derivative liability | 252,000 | | 501,000"
A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.
Non-GAAP financial
"This press release contains Non-GAAP Adjusted EBITDA, which is a Non-GAAP financial measure that is used by management to measure the Company's operating performance."
Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.
CMMC Level 2 C3PAO certification technical
"fully leveraging our new CMMC Level 2 C3PAO certification as a key competitive differentiator in the DoD market"
Revenue $14.3 million +23% YoY
Gross Profit $5.1 million
Net Loss $0.4 million
Adjusted EBITDA $0.4 million
0001877939False00018779392026-05-082026-05-08

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): May 8, 2026
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
Nevada001-4152627-4079982
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareCTMNYSE 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 2.02 Results of Operations and Financial Condition.
On May 8, 2026, Castellum, Inc. (the “Company”) issued a press release announcing certain financial results for the three months ended March 31, 2026. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Results of Operations and Financial Condition.
On May 13, 2026, the Company posted an investor presentation to its website at https://castellumus.com (the “Investor Presentation”). A copy of the Investor Presentation is attached as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Investor Presentation speaks only as of the date of this current report on Form 8-K. The Company undertakes no duty or obligation to publicly update or revise the information included in the Investor Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or other public disclosure. In addition, the exhibits furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in Item 2.02 and this Item 7.01, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Exhibit Title
99.1
Press Release dated May 8, 2026
99.2
Investor Presentation dated May 2026
104Cover 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: May 13, 2026By:/s/ Glen R. Ives
Name:Glen R. Ives
Title:Chief Executive Officer (Principal Executive Officer)



EXHIBIT 99.1
image_0a.jpg
Castellum Announces First Quarter 2026 Financial Results

Revenue Increase of 23% Driven by Ramp Up of Long-Term Contracts Won in 2025; Enters Second Quarter with a Record Backlog of $273.3 Million

VIENNA, Va., May 8, 2026 (GLOBE NEWSWIRE) -- Castellum, Inc. (NYSE-American: CTM) (“Castellum” “CTM”, “we” or the “Company”), a cybersecurity, electronic warfare, and software services company focused on the federal government, today announced its financial results for the three-month period (“Q1”) ended March 31, 2026.

Q1 2026 Financial Highlights
Revenues of $14.3 million, up 23% as compared to $11.7 million in Q1 2025.
Gross profit of $5.1 million, up 11% as compared to $4.6 million in Q1 2025.
Adjusted EBITDA* was $0.4 million, compared to $0.08 million in Q1 2025.
Net loss was $0.4 million (or $0.00 per basic and diluted share), improved from a net loss of $1.2 million (or $0.01 per basic and diluted share) in Q1 2025.
Cash and cash equivalents as of March 31, 2026 was $15.8 million, as compared to $14.9 million at December 31, 2025.
No long-term debt; the remaining long-term obligations were paid off during the quarter.

* Q1 2026 Adjusted EBITDA excludes certain non-cash expenses, including stock-based compensation of $0.8 million and depreciation and amortization of $0.3 million, as compared to stock-based compensation of $1.2 million and depreciation and amortization of $0.4 million in Q1 2025. See the reconciliation to non-GAAP Adjusted EBITDA chart below.

Q1 2026 Operational Highlights
Total backlog reached a record $273.3 million as of March 31, 2026, up from $265 million at December 31, 2025.
Qualified pipeline totaled $938 million as of March 31, 2026, up from $817 million at December 31, 2025, reflecting a substantial increase in identified opportunities.

Glen Ives, President and Chief Executive Officer of Castellum, commented, “Our strong Q1 2026 results reflect the momentum we built throughout a standout 2025, when we secured over $219 million in contracts across three major, long‑term prime wins and deepened our relationships with the U.S. Navy and other key federal customers. The 23% revenue increase for Q1 2026 was driven by production ramp‑up of these new contract wins. We ended the quarter with a record backlog of approximately $273 million, which provides us with multi‑year revenue visibility. We currently expect to recognize approximately 16% of this backlog over the next 12 months and approximately 49% over the next 24 months, with the remainder recognized thereafter. Similarly, the pipeline of qualified opportunities continues to increase, and we had $938 million in identified opportunities at quarter-end, which is a testament of the strength of our strategy and the competitiveness of our offerings for complex, mission‑critical programs in cybersecurity, electronic warfare, and advanced engineering.”







EXHIBIT 99.1

David Bell, Chief Financial Officer of Castellum, noted, “Q1 2026 was our best first quarter ever and second best of any quarter on record in terms of revenue and delivered a significantly improved bottom line. Strong year-over-year revenue growth, combined with our ongoing efforts to improve production efficiencies, resulted in increased gross profit for the quarter, while our gross margin of 35.4% was somewhat affected by changes in contract mix and type. During the quarter, we also completed the payoff of our remaining long-term debt, which lowered our interest expense substantially. We ended the period with a debt‑free balance sheet and $15.8 million in cash, which give us the flexibility to invest in growth initiatives while maintaining a solid financial profile.”

Discussing the go-forward strategy, Mr. Ives concluded, “We have entered Phase 3 of Castellum’s evolution, and our priorities are clear. We are focused on building on our strong organic growth momentum, fully leveraging our new CMMC Level 2 C3PAO certification as a key competitive differentiator in the DoD market, federal cyber and mission‑critical programs, and selectively exploring compelling M&A opportunities that meet our criteria. In parallel, we will continue investing in mission-critical technologies and capabilities which will enable us to further expand our markets, client base, and capture emerging growth opportunities. As we progress through 2026, we remain focused on disciplined execution to position Castellum for sustainable, long-term growth and enhanced shareholder value.”

About Castellum, Inc.

Castellum, Inc. (NYSE-American: CTM) is a technology company 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 2lE 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




EXHIBIT 99.1
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
lcati@theequitygroup.com

Val Ferraro
(212) 836-9633
vferraro@theequitygroup.com





EXHIBIT 99.1
Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31, 2026December 31, 2025
(unaudited)
Assets
Current Assets:
Cash
$15,772,974 $14,884,778 
Accounts receivable, net
7,714,969
8,180,180
Contract asset
541,441
568,705
Due from buyer
57,049
58,207
Prepaid income taxes
146,245
153,153
Prepaid expenses and other current assets
764,894
800,671
Total current assets
24,997,572
24,645,694
Fixed assets, net
220,419
231,136
Non-Current Assets:
Due from buyer, net of current portion
44,371
77,259
Right of use asset - operating lease
718,137
800,069
Investment in joint ventures/captive insurance entity
100,250
100,250
Intangible assets, net
5,067,056
5,371,602
Goodwill
10,676,834
10,676,834
Total non-current assets
16,827,067
17,257,150
Total Assets
$41,824,639 $41,902,844 
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued expenses
$1,981,584 $1,904,962 
Accrued payroll and payroll related expenses
2,952,153
2,761,998
Current portion of lease liability – operating leases
251,073
270,868
Derivative liability
10,000
262,000
Notes payable, related party
400,000
Total current liabilities
5,194,810
5,599,828
Non-Current Liabilities
Lease liability – operating leases, net of current portion
487,188
550,219
Total non-current liabilities
487,188
550,219
Total Liabilities
$5,681,998 $6,150,047 




EXHIBIT 99.1
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 March 31, 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 March 31, 2026 and December 31, 2025, respectively
57
57
Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 94,612,750 and 94,612,750 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
9,461
9,461
Additional paid in capital
93,098,846
92,330,909
Accumulated deficit
(56,966,311)
(56,588,218)
Total stockholders' equity
36,142,641
35,752,797
Total Liabilities and Stockholders' Equity
$41,824,639 $41,902,844 




Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31
2026
2025
Revenues
$14,291,961 $11,664,365 
Cost of Revenues
9,229,741
7,109,749
Gross Profit
5,062,220
4,554,616
Operating Expenses
Indirect costs
2,461,140
2,385,544
Overhead
644,356
512,924
General and administrative
2,654,722
3,142,155
Total operating expenses
5,760,218
6,040,623
Loss From Operations Before Other Income
(697,998)
(1,486,007)
Other Income (Expense)
Gain from change in fair value of derivative liability
252,000
501,000
Interest income (expense), net
101,400
(110,764)
Total other income
353,400
390,236
Loss Before Income Taxes and Preferred Stock Dividends
(344,598)
(1,095,771)
Income tax benefit (expense)
(6,676)
(74,276)
Net Loss
(351,274)
(1,170,047)
Less: preferred stock dividends
26,819
26,984
Net Loss To Common Shareholders
$ (378,093
$(1,197,031)




EXHIBIT 99.1
Net Loss Per Share - Basic And Diluted
$0.00 $(0.01)
Weighted Average Shares Outstanding - Basic And Diluted
94,612,750
80,953,373

Non-GAAP Financial Measures and Key Performance Metrics

This press release contains Non-GAAP Adjusted EBITDA, which is a Non-GAAP financial measure that is used by management to measure the Company's operating performance. A reconciliation of this measure to the most directly comparable GAAP financial measure is contained herein. To the extent required, statements disclosing this measure's definition, utility, and purpose are also set forth herein.

Definition:
Adjusted EBITDA is a Non-GAAP measure, calculated as the Company’s earnings before (not including expenses related to) interest, taxes, depreciation, and amortization, also adjusted for other non-cash items such as stock-based compensation, and other non-recurring cash items, such as expenses for a one-time policy change.

Utility and Purpose:
The Company discloses Non-GAAP Adjusted EBITDA because this Non-GAAP measure is used by management to evaluate our business, measure its operating performance, and make strategic decisions. We believe Non-GAAP Adjusted EBITDA is useful for investors and others in understanding and evaluating our operating results in the same manner as its management. However, Non-GAAP Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for GAAP operating loss or any other operating performance measure calculated in accordance with GAAP. Using this Non-GAAP measure to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report a measure titled Non-GAAP Adjusted EBITDA, this measure may be calculated differently from how we calculate this Non-GAAP financial measure, which reduces its overall usefulness as a comparative measure. Because of these inherent limitations, you should consider Non-GAAP Adjusted EBITDA alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.

Reconciliation of Unaudited Non-GAAP Adjusted EBITDA to Operating Income/ (Loss)
Three Months Ended March 31
2026
2025
Revenues
$ 14,291,961
$ 11,664,365
Gross profit
5,062,221
4,554,616
Loss from operations before other income (expense)
(697,998)
(1,482,366)
Add Back:
Depreciation and amortization
324,991
378,187
Adjust for non-cash and one-time charges
Stock based compensation
767,937
1,179,209
Non-recurring charges
-
-
Total non-cash charges
767,937
1,179,209
Non-GAAP Adjusted EBITDA
$ 394,930
$ 75,030



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

FAQ

How did Castellum (CTM) perform financially in Q1 2026?

Castellum reported Q1 2026 revenue of $14.3 million, up 23% from $11.7 million in Q1 2025. Gross profit increased to $5.1 million, while net loss narrowed to $0.4 million, reflecting better operating leverage and lower general and administrative spending.

What was Castellum (CTM)’s Adjusted EBITDA in Q1 2026?

Castellum reported Q1 2026 Non-GAAP Adjusted EBITDA of $0.4 million, up from $0.08 million in Q1 2025. This metric excludes interest, taxes, depreciation, amortization, stock-based compensation, and non-recurring items to highlight underlying operating performance trends.

What is Castellum (CTM)’s backlog and pipeline as of March 31, 2026?

As of March 31, 2026, Castellum’s total backlog was a record $273.3 million, and its qualified pipeline totaled $938 million. Management currently expects to recognize about 16% of backlog over 12 months and 49% over 24 months.

What is the debt and cash position of Castellum (CTM) after Q1 2026?

By the end of Q1 2026, Castellum had no long-term debt, having paid off remaining obligations during the quarter. Cash and cash equivalents were $15.8 million as of March 31, 2026, supporting operational needs and planned growth initiatives.

Did Castellum (CTM) remain profitable in Q1 2026?

Castellum was not yet profitable, posting a Q1 2026 net loss of $0.4 million, improved from a $1.2 million loss in Q1 2025. Net loss to common shareholders was $0.38 million, or $0.00 per basic and diluted share.

What strategic priorities did Castellum (CTM) highlight for 2026?

Management emphasized continued organic growth, leveraging its CMMC Level 2 C3PAO certification, and selectively pursuing M&A opportunities. They also plan to invest in mission‑critical technologies to expand markets and client base, aiming for sustainable long-term growth and enhanced shareholder value.

Filing Exhibits & Attachments

5 documents