[8-K] Castellum, Inc. Reports Material Event

Rhea-AI Filing Summary

Castellum (NYSE American: CTM) filed an 8-K report announcing the creation of a new subsidiary on June 24, 2025. The company, headquartered in Vienna, VA, made this disclosure as a material event under Item 8.01.

Key details from the filing:

• The company is classified as an emerging growth company
• Castellum has elected not to use the extended transition period for new accounting standards compliance
• The filing was signed by CEO Glen R. Ives
• Full details of the subsidiary creation are contained in an attached press release (Exhibit 99.1)

The filing includes standard exhibits: the press release (99.1) and Cover Page Interactive Data File in Inline XBRL format (104). This strategic development may indicate potential business expansion or restructuring efforts by the company.

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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): June 24, 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 8.01 Other Events

On June 24, 2025, the Company issued a press release announcing the creation of a new subsidiary. 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 June 24, 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: June 24, 2025

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)